Rana Sugars Ltd Directors Report

The financial position of the company for the financial year ended on March 31, 2024 {Refer Rule 8(5)(i) of Companies (Accounts) Rules, 2014} is summarized below:

Your Company has been consistently performing well over the past years. However, Revenue from operations during 2023-24 decreased by 2.14% as compared to the revenue during 2022-23 due to some scheduled modification in units of the Company like Unit at Belwara remained closed for maintenance and modification from molasses based to Grain based for almost 4 months and Laukha Unit remained closed for 1 month for maintenance, leading to no production during such period. In addition, few other reason were also prevalent during this financial year under review, firstly sugar crops in Uttar Pradesh were severely affected by the disease "Red Rot" leading to reduced crushing of sugar and less yield of sugar from sugar cane, Secondly the cane crop in Punjab was also severely impacted due to heavy floods during the rainy season and lastly the preventive action adopted by your Company, by storing the sugar, for fetching the benefit of high price of sugar which lead to lower the sales volume this year are the primarily reasons for slight decline in revenue from operation in the Financial Year 2023-24.

EBIDTA, during 2023-24 is Rs. 10,067.95 lakh as compared to EBIDTA of Rs. 13,672.65 lakh during the previous FY. Lower EBITDA as compared to the previous FY is on account of the reason already stated in above para.

Earning before tax is at Rs. 3,697.69 lakh when viewed in conjunction with that of the previous FY (Rs. 8,247.66 lakh). Earnings after tax (including Exceptional Item) at Rs. 2,796.73 lakh is as compared to the earnings after tax (including Exceptional Item) of the previous FY of Rs. 6339.63 lakh and the reason is already stated above.

EPS is Rs. 1.82 per share as against a net profit of FY 2023-24 and Rs. 4.13 per share as against a net profit of the previous year.

As per the provisions of Section 134(3)(i), it is to report that during the Year, there was substantial decline in Sugarcane and sugar beet crushing as that of the previous year by 18.49% and 43.24% respectively. This was mainly on account of the reasons as already mentioned in the point "Financial performance of the Company during 2023-24" above.

Overall Net Recovery of sugar from sugar cane rose to 10.19% as against recovery of 9.3% last FY and also there is miniscule change in the recovery of sugar from sugar beet to 8.70% as compared to the previous year. The increase in recovery was consequential to shifting the production to CHM instead of the use of juice/ syrup for manufacturing Ethanol during previous year.

Performance of cogeneration division- Metrics of power sold

The Power Sale in the U.P. decreased by 34% on account of break down of power turbine on one of the power unit. The Power Export in Punjab also decreased by 18% because the Company became self-reliant in fuel by saving on steam consumption in the process leading to surplus fuel for extended crushing season for Sugar Beet. Due to this the Company saved on external fuel cost.

Performance of Distillery:

** Including Sale of all products with inter segment transfers but does not includes sales related to trading items.

The performance in distillery segment was subtle on production as well as sale front as the plant in U.P. was shut for entire second quarter on the account of upgradation to equip the plant to manufacture ethanol from grain as well as compare to molasses only in earlier years. The plant in Punjab was also shut for 45 days due to scheduled maintenance. However, due to upward revision in prices of ethanol the impact on sale was disproportional.

Pursuant to Regulation 34(2) of the SEBI (LODR) Regulations, 2015, Management Discussion & Analysis Report for the year under review, which also covers the performance of the company is presented in a separate section and forms a part of this Annual Report.

All Related Party Transactions entered during the financial year were in the ordinary course of business and at arms length basis. There were no materially significant Related Party Transactions with the Companys Promoters, Directors, Management or

their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and Form AOC-2 as required to be provided under Section 134(3)(h) of the Companies Act, 2013 is enclosed as ANNEXURE 1.

The Board of Directors of the Company has adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules thereunder and the Listing Regulations, which is posted on Companys website i.e. http://ranagroup.com/rsl/Policies of the Company/Policy on Related Party Transactions.pdf

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE 2 and is attached to this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per ANNEXURE 3.

Your Company has undertaken various projects during the year in the field of promotion of Education, Sport and in promoting Health Care and Preventive Health Care and many more. The Company is evaluating and will take up more CSR activities in different areas. The CSR Policy of the Company is available on the website of the Company at http://ranagroup.com/rsl/Policies of the Company/Corporate Social Responsibility Policy.pdf. {Refer Sec 134(3)(o)}

Annual report on CSR activities undertaken during the financial year ended 31 March 2024 in accordance with Section 135 of the Companies Act, 2013 (Act) and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in "ANNEXURE 4" attached to this report.

The Independent Auditors Report is annexed herewith and is the integral part of this Annual Report. The comments of the auditor being self-explanatory require no further comments from the Directors. Further, there are no reservations, qualifications, adverse remarks or Modified opinion in the Audit Reports issued by them in respect of Financial Statements of the Company for the Financial Year 2023-24.

The Board had appointed M/s A. Arora & Co., Practicing Company Secretary (Membership No.2191 and C.P. No.993), as Secretarial Auditor for five years from F.Y. 2021-22 to 2025-26, to conduct the secretarial audit of the company, pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor forms part of the Boards Report as ANNEXURE 5.

Pursuant to the provisions of Section 134(3)(f) of the Companies Act, 2013, as the comments of the Statutory Auditor and Secretarial Auditor being self-explanatory require no further comments from the Directors. Further, there are no reservations, qualifications, adverse remarks or Modified opinion in the Audit Reports issued by them and thus no explanation or comment is required to be made by the Board of Directors.

As per Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of corporate governance is provided under ANNEXURE 6.

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

The Company runs its operations with strict adherence to all Environment, Health & Safety (EHS) norms to provide clean, safe and healthy working conditions to our employees, and total protection to the communities around which we operate. The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company assures safety and facilities in accordance with statutory and regulatory requirements. Employees are continuously made aware of hazards/ risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. Medical and occupational check-ups of employees and eco-friendly activities are promoted.

During the year under review and as on board report date, following changes are happened in the board:

The Independent Directors are entitled to hold office for a term of 5 years and are not liable to retire by rotation.

Rana Ranjit Singh, Non-Executive Director and Chairman of the Company retires by rotation at the ensuing 32nd Annual General Meeting of the company and being eligible, offer himself for reappointment. Though, such determination of office by retirement and then re-appointment, if approved by the members at the ensuing Annual General Meeting, would not constitute a break in the tenure of service as the Director of the Company.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013. During the period under review, none of the Non- Executive Directors of the Company had any pecuniary relationship or transactions with the Company. Further, none of the Non-Executive Directors of the company have any shareholding in the company except Rana Ranjit Singh is having 100 equity shares in the Company.

The details of the Directors being recommended for appointment/ re-appointment/ Change in designation are contained in the Notice convening the forthcoming Annual General Meeting of the Company.

As per the provisions of Section 134 (3) (d), it is stated that all the Independent Directors have given declaration to the Company that they meet the criteria of Independence set out in the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors. {Refer Rule 8(5)(iiia) of Companies (Accounts) Rules, 2014}

There is no Subsidiary, Joint Venture or Associate Company during the year under review. [Refer Rule 8(5)(iv) of Companies (Accounts) Rules, 2014]

As required under Section 134(3)(b), during the year under review, 5 (Five) Board meetings, 8 (Eight) Audit Committee meetings, 1 (One) Stakeholders Relationship Committee meetings, 2 (Two) Nomination & Remuneration Committee meetings, 1 (One) Corporate Social Responsibility Committee meeting and 13 (Thirteen) Finance and Investment Committee meetings were convened and held. Details and attendance of such Board & Committees meetings are mentioned in Corporate Governance Report.

Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013, the Independent Directors had a separate meeting on 30.03.2024.

The details of programme for familiarization of independent directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Companys at chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/http://ranagroup.com/rsl/ Familiarisation%20Programme/Familiarisation%20programmes%20conducted%20for%20F.Y.%202023-24.pdf

Particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013 read with Section 134(3)(g), have been provided in the notes to the financial statements which forms part of the Annual Report.

Entire amount of Net Profit of Rs. 2796.73 Lakhs for the financial year 2023-24, has been retained for the growth of the Company, which appears under the head "Other Equity". No amount has been transferred to general reserves. (Refer Sec 134(3)(j))

Your Directors have decided to plough back the earnings in the growth of business and for this reason, have decided, not to recommend any dividend for the year under review. (Refer Sec 134(3)(k))

No material changes and commitments which could affect the Companys financial position have occurred since the close of the financial year on March 31, 2024 till the date of this Boards Report. (Refer Sec 134(3)(l))

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

The Company is engaged in multiple businesses and there are unique risks associated with each business. The Company follows a well-structured Risk Management Policy, which requires the organization to identify the risks associated with each business and to categorize them based on their impact and probability of occurrence – at the business level and at the entity level. Mitigation plans are laid out for each risk along with designation of an owner thereof. It is the endeavor of the Company to continually improve its systems, processes and controls to improve the overall risk

Pursuant to Sec 134(3)(n) of the Companies Act, 2013 it is stated that in order to achieve the objective and for better governance, the Company has adopted a formal Risk Management Policy and also posted on the Company website at http://ranagroup.com/rsl/Policies of the Company/Risk Management Policy.pdf

The Policy sets out key risk areas – Credit Risk, Foreign Exchange Risk, Financial and Liquidity Risk, Business Operational Risk, Legal and Political Risk, Geographic and Environmental Risk and Cyber Security Risk.

The Managing Director of the company identifies and proposes action in respect of all risks through his Management team as and when these are perceived or foreseen or inherent in operations; analyses these, and then recommend it to Audit Committee for its review and further mitigation measures.

There has been no change in the nature of business of the Company during the year. {Refer Rule 8(5)(ii) of Companies (Accounts) Rules, 2014}

The authorised share capital of the company at the end of the Financial Year 2023-24 was Rs. 2,20,00,00,000/- comprising of 16,00,00,000 equity shares of Rs. 10/- each and 6,00,00,000 preference shares of Rs. 10/- each and the paid up capital was Rs. 1,53,56,78,200/- divided into 15,35,67,820 equity shares and Rs. 41,09,34,240/- divided into 4,10,93,424 preference shares of Rs. 10/- each respectively. There were no changes in the share capital of the company during the financial year 2023-24. There was no bonus issue, right issue, ESOP, buy back of share or issue of shares with differential voting rights during the year.

Your Company believes and considers its human resources as the most valuable asset. The management is committed to provide an empowered, performance oriented and stimulating work environment to its employees to enable them to realise their full potential. Industrial relations remained cordial and harmonious during the year. Further discussion on this subject is included in the Management Discussion and Analysis Report forming part of this report.

Employee strength as on March 31, 2024 was 1,302 as compared to 1,194 in the previous year.

The Company has neither accepted nor renewed any fixed deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013, read with Chapter V of the Companies Act, 2013 and the (Companies Acceptance of Deposits) Rules, 2014, during the financial year 2023-24, and as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date. {Refer Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014}

There are no significant and/or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in near future. {Refer Rule 8(5)(vii) of Companies (Accounts) Rules, 2014}

Detailed internal financial controls are essential to safeguard assets, to prevent and detect frauds, to ensure completeness and accuracy of accounting records, to ensure robust financial reporting and statements and timely preparation of reliable financial information. These are achieved through Delegation of Authority, Policies and Procedures and other specifically designed controls, and their effectiveness is required to be measured regularly as per the appropriately laid out mechanism.

Pursuant to Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is stated that your Company has in place adequate internal financial controls commensurate with its size, scale and operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are re-enforced on an ongoing basis. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

The Company has established a vigil mechanism through Vigil Mechanism Cum Whistle Blower Policy and it oversees the genuine concerns expressed by the employees and other directors through the Audit Committee. The vigil mechanism also provides for adequate safeguards against victimization of employees and directors who may express their concerns pursuant to this policy. It has also provided direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. In terms of provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the policy has been approved by the Board of Directors. Adequate safeguards are also being provided against victimization of whistle blowers availing of such mechanism.

Vigil Mechanism Cum Whistle Blower of the Company is posted on the website of the Company at following link: http://ranagroup.com/rsl/Policies of the Company/Vigil Mechanism Cum Whistle Blower Policy.pdf

The Company has duly complied with the applicable Secretarial Standards on Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

Pursuant to Rule 8(5)(x) of Companies (Accounts) Rules, 2014, and as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committees (ICC), at all relevant locations across India to consider and resolve the complaints related to sexual harassment.

During the year under review, the Company has not received any complaint pertaining to sexual harassment.

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
2. Such accounting policies have been selected and applied consistently and the Directors have 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 as at March 31, 2024 and of the Profit and Loss of the Company for the year ended on that date;
3. Proper and sufficient care has been taken 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;
4. The annual accounts of the Company have been prepared on a going concern basis;
5. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Board of directors have the following statutory committees: -

Apart from above, there is one non-statutory committee namely "Finance and Investment Committee".

The Composition, terms of reference and number of meetings of the Committees during the period under review is covered in the enclosed Corporate Governance Report.

Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy on appointment of Directors including criteria for determining qualifications, positive attributes, Independence of a Director and the policy on remuneration of Directors, KMP and other senior management. Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our Business Model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to applicable rules and regulations.

The Company paid remuneration by way of salary, benefits, perquisites and allowances and commission, to its Managing Director and the Non- Executive Directors as mentioned below. The copy of the Nomination and Remuneration Policy of the company is attached as ANNEXURE 7

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including amendments), during the financial year under review, to the Board of Directors and hence, there is nothing to report by the Board under Section 134(3) (ca) of the Companies Act, 2013.

Pursuant to Sec 134(3)(p) of the Companies Act, 2013 and Listing Regulations, performance evaluation of the Board and its Committees and all the Directors has been carried out and the details are covered in the Corporate Governance Report.

As on the reporting date, followings below mentioned litigations are initiated by the Company;

64.00 lac.

46.50 lac. However, the Company has filed Quashing petition vide CRL.M.C.2691/2023 & stay was granted vide order dated 18/04/2023.

During the Financial Year 2023-24, no proceeding was initiated by and against the company in terms of the provisions of the Insolvency and Bankruptcy Code 2016. [Refer Rule 8(5)(xi) of Companies (Accounts) Rules, 2014]

Pursuant to Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, it is stated that during the Year under review, there was no instance of One Time Settlement with any Bank/ Financial Institution and thus no reporting is required in the said Rule.

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto (IEPF Rules), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.

During the FY 2023-24, there is no such amount with respect to Unclaimed Dividend, which is required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (IEPF Account).

During FY 2023-24, there were no shares which are required to be transferred to IEPF Account.

Your Directors wish to take the opportunity to express their sincere appreciation to our customers, suppliers, shareholders, employees, the Central, Uttar Pradesh and Punjab Governments, financial institutions, banks and all other stakeholders for their whole-hearted support and co-operation. We look forward to their continued support and encouragement.