Rana Sugars Ltd Directors Report

FINANCIAL PERFORMANCE OF THE COMPANY DURING 2024-25

Your Company has been consistently performing well over the past years. In contrast to the previous trends , Revenue from operations during 2024-25 increased by 7.54% as compared to the revenue during 2023-24. Despite the fact that 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 and secondly the yearly production in Punjab was also severely impacted due to heavy floods during the rainy season.

STATE OF COMPANYS AFFAIRS

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 2024-25” above. SEGMENTWISE PERFORMANCE

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

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.

DISCLOSURE PERTAINING TO MANAGERIAL REMUNERATION

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. CORPORATE SOCIAL RESPONSIBILITY

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 2025 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.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and rules made there under, M/s Ashwani K Gupta & Associates, Chartered Accountants, Panchkula (Firm Registration No. 003803N) were appointed as Statutory Auditors of the Company for the second consecutive term of five years, from the conclusion of this 31st Annual General Meeting till the conclusion of the 36^th Annual General Meeting to be held in the year 2028. 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 2024-25.

SECRETARIAL AUDITOR AND THEIR REPORT

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.

EXPLANATION OR COMMENTS OF BOARD ON AUDITORS REPORTS

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.

COST AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules made there under, the Board on the recommendation of the Audit Committee has re-appointed M/s Khushwinder Kumar & Co., Cost Accountants (Firm Reg. No. 100123), as Cost Auditors to conduct cost audits relating to sugar, electricity and industrial alcohol for the year ended 31^st March, 2025 subject to ratification of their remuneration by the shareholders in the ensuing Annual General Meeting. The Board recommends the remuneration of the cost auditors for the FY 2024-25. Further, the Cost Accountants have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013. Pursuant to Rule 8(5)(ix) of Companies (Accounts) Rules, 2014, it is stated that the company is required to maintain the Cost Records and the Cost Audit Report for the financial year 2024-25 was prepared and submitted to the Board of Directors and that it does not contain any qualification, reservation, adverse remark or disclaimer and the same will be filed with the Registrar of Companies within the prescribed timeline.

CORPORATE GOVERNANCE

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

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

SAFETY, HEALTH AND ENVIRONMENT

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.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025, the company had the following directors and Key Managerial Personnel [Refer Rule 8(5)(iii) of Companies (Accounts) Rules, 2014]:

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

Designation of Mr. Basant Kumar Bajaj was changed from the Non-Executive Independent Director to Non-Executive Non-Independent Director w.e.f. 1^st July, 2024 subject to confirmation by shareholders of the Company. Mr. Basant Kumar Bajaj resigned from the Board w.e.f. 15^th May, 2025. Mr. Harneet Singh joined the Board of Directors in the capacity of Non-Executive Independent Director w.e.f. 1^st July, 2024. Mr. Anil Singh Negi joined the Board of Directors in the capacity of Non-Executive Independent Director w.e.f. 14^th August, 2025. 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 33^rd Annual General Meeting of the company and being eligible, offer themselves 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. However, vide Securities and Exchange Board of India (SEBI), final order dated 27.08.2024 in the matter of Rana Sugars Limited, has inter-alia prohibited Rana Ranjit Singh and Rana Veer Pratap Singh from holding any position as Director or Key Managerial Person of any other listed company has for a period of two (2) years from the date of coming in force of the order. 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. He holds 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.

DECLARATION OF INDEPENDENCE

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}

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on the Companys website at following link http://ranagroup.com/rsl/AnnualReport_2022.htm.

NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS

As required under Section 134(3)(b), during the year under review, 5 (Five) Board meetings, 5 (Five) Audit Committee meetings, 1 (One) Stakeholders Relationship Committee meetings, 2 (Two) Nomination & Remuneration Committee meetings, 2 (Two) Corporate Social Responsibility Committee meeting and 7 (Seven) 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 28.03.2025.

PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

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 http://ranagroup.com/rsl/Familiarisation Programme_2022.htm.

PARTICULARS OF LOANS/ ADVANCES/ INVESTMENTS AND GUARANTEE MADE DURING THE FINANCIAL YEAR

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.

RESERVES

Entire amount of Net Profit of Rs. 3,438.29 Lakhs for the financial year 2024-25, 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))

DIVIDEND

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))

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

No material changes and commitments which could affect the Companys financial position have occurred since the close of the financial year on March 31, 2025 till the date of this Boards Report. (Refer Sec 134(3)(l))

SUSTAINABILITY INITIATIVE

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

RISK MANAGEMENT

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 - financial risks (including risk to assets), legislative and regulatory risks, environmental risks (including natural disasters), operational risks (markets, production, technology, etc.), risks relating to employment and manpower and individual large transactional risks. 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.

CHANGE IN THE NATURE OF BUSINESS

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}

SHARE CAPITAL

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 2024-25. There was no bonus issue, right issue, ESOP, buy back of share or issue of shares with differential voting rights during the year.

HUMAN RESOURCES DEVELOPMENT AND EMPLOYER-EMPLOYEE RELATIONS

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, 2025 was 1,105 as compared to 1,302 in the previous year.

DEPOSITS

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 2024-25, 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} Further, Pursuant to the Rule 2(1)(c)(viii) and (xiii) of Companies (Acceptance of Deposits) Rules, 2014, Company received and repaid the following amount from/ to Directors and promoters by way of unsecured loan in pursuance of the stipulation of any lending financial institution or a bank:

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

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} except those reported to the Stock Exchange from time to time. The same has been also been separately reported in the “Corporate Governance Report”

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

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.

VIGIL MECHANISM POLICY

The Company has established a vigil mechanism through 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

SECRETARIAL STANDARDS

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

DIRECTORS RESPONSIBILITY STATEMENT

COMMITTEES OF BOARD OF DIRECTORS

NOMINATION & REMUNERATION POLICY AND BOARD EVALUATION

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

Managerial Remuneration: a. Remuneration of Chairman, Managing Director and Directors

The details of remuneration paid to Chairman, Managing Director and Directors of the Company for the financial year 2024-25, In lakhs, are as under:

b. Non-Executive Independent Directors (NEIDs):

During the year, the NEIDs were neither paid any remuneration nor granted any loans or advances. The Non-Executive Independent Directors were eligible for sitting fees for each meeting of the Board and Audit Committee attended by them, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A Non-Executive Independent Director is also eligible for reimbursement of expenses incurred by him for attending the Board and/ or Committee meetings. There were no materially significant related party transactions, pecuniary transactions or relationships between the Company and its Directors except those disclosed in the financial statements for the year ended on March 31, 2025. The details of sitting fees paid to the Non-Executive Directors during the financial year 2024-25 are given below:

c. Details of shares of the Company held by the Directors as on March 31, 2025 are given below:

REPORTING OF FRAUDS

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.

AMOUNTS DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES

As on 31^st March, 2025, there being an amount of Rs. 775.39 Lakhs outstanding for more than 45 days to MSME registered supplier and was paid after complying with the provisions as contemplated in the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006.

FORMAL ANNUAL EVALUATION

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.

STATUS OF LITIGATION BY OR AGAINST THE COMPANY

As on the reporting date, the litigations pending by or against the Company are mentioned at www.ranasugars.com.

DISCLOSURE OF PROCEEDINGS UNDER IBC REGULATIONS

During the Financial Year 2024-25, 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]

ONE TIME SETTLEMENT

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.

TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

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 2024-25, there is no such amount with respect to Unclaimed Dividend, which is required to be transferred to Investor Education and Protection Fund (IEPF). The company gave dividend in the year 2003-04 and 2004-05 and under the Campaign of “Saksham Niveshak” of IEPF, the company is encouraging all the shareholders whose dividend was transferred to IEPF to contact the company or the IEPF authorities for updating the KYC details, bank details and nomination details.

TRANSFER OF SHARES TO 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 2024-25, there were no shares which are required to be transferred to IEPF Account.

ACKNOWLEDGEMENT

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.

Annexure 1

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under fourth proviso thereto:

[Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014]

CONSERVATION OF ENERGY

[Disclosure of Particulars in Respect of Conservation of Energy]

Energy conservation is an on-going activity in the Company and the efforts to conserve energy through improved operational methods and other means are continuing.

I. The steps taken or impact on conservation of energy:

The Company continues to take following initiatives to conserve energy during the year 2024-25:

Installed Condenser Automation system to reduce power consumption by reduction of injection water consumption. Implementation of VLJH to preheat raw juice, aimed at minimizing vapour losses to the condenser of the B Vertical Continuous Pan. Implementation of Zero Liquid Discharge as per CPCB/NGT guidelines. Reduction in fuel moisture content enhanced boiler efficiency, leading to significant bagasse savings. A cooling tower has been commissioned for excess hot water cooling under the Water Management Program, helping to reduce groundwater consumption in the sugar plant. Molasses coolers have been provided to bring down the temperature of molasses before storage. ACF and MGF systems have been incorporated for tertiary treatment in the effluent treatment plant. Steam traps are installed in steam drain lines to improve efficiency. All steam and vapour pipelines have been insulated to enable waste heat recovery. Old main switches have been replaced with MCCBs to minimise breakdowns and energy losses.

II. The steps taken by the Company for utilizing alternate sources of energy:

The use of agro-waste/biomass as boiler fuel has been enhanced from 95% to full 100% utilization.

The co-generation power plant operates on bagasse, a renewable energy source. This generation fulfills the plants internal electricity needs, with the remaining power exported to the state grid.

III. The capital investment on energy conservation equipments

The company has not incurred aby capital investment on energy conservation equipment during the period under report.

TECHNOLOGY ABSORPTION

[Disclosure of Particulars in Respect of Technology Absorption] I. The efforts made towards technology absorption

Continuous efforts are made to absorb the new technology for which Research and Development work is also undertaken in the following areas: Deployment of advanced electrostatic precipitators. Installation of O analysers on both boilers along with complete boiler automation and redundancy; boilers now operate in full auto mode. Introduction of an electric heating system for superheated wash water and sulphur melting.

Variable Frequency Drive (VFD) fitted to the raw sulphured juice pump. Commissioning of a Film Type Sulphur Burner (F.T.S.B.).

Implementation of water treatment technology for high-pressure boilers, replacing the use of raw groundwater. Installation of steam-saving equipment such as a falling film evaporator, vertical continuous pans, and DCH to reduce steam consumption in the boiling house.

II. The Company has not imported any technology

The Company has not imported any technology III. Expenditure incurred on R&D

FOREIGN EXCHANGE EARNINGS & OUTGO

[Disclosure of Particulars with Respect to Foreign Exchange Earnings & Outgo]

Annexure 3

[Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

A) a) Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below:

Remuneration includes all remuneration excluding exempt allowances under Income Tax Act & Companys Contribution to PF & PF administration & EDLI charges. b) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary in the financial year 2024-25:

B) Details as per Section 197 (12) of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: I. During the financial year 2024-25, names of the top ten employees in terms of remuneration drawn and the name of every employee of the Company, who received remuneration of one crore and two lakh rupees or more per annum while working for the whole year or at the rate of eight lakhs and fifty thousand rupees per month while working for a part of the year:

*Mr. Rana Veer Pratap Singhs designation was changed from Whole-Time Director to Managing Director on 10th April 2024.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of this Report, having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to secretarial@ranasugars.com II. During the financial year 2024-25 or part thereof, no employee of the Company received remuneration in excess of the remuneration drawn by Managing Director or Whole-Time Director or Manager and no employee of the Company (by himself or along with his spouse and dependent children), was holding two percent or more of the equity shares of the Company.

III. During the financial year 2024-25, no employee of the Company, resident in India, posted and working in a country outside India, not being Directors or their relatives, had drawn more than sixty lakh rupees per year or five lakh rupees per month.

Annexure 4

Rana Sugars Limited (“RSL”) is committed to operate and grow its business in a socially responsible way, while reducing the environmental impact of its operations and increasing its positive social impact. It aims to achieve growth in a responsible way by encouraging people to take action every day that will have big difference in the long run.

This CSR Policy is guided by the following principles: a) It conducts its operations with integrity and responsibility, keeping in view the interest of all its stakeholders. b) It believes that growth and environment should go hand and in hand. c) It looks for formal collaboration with different stakeholders including Governments, NGOs, IGOs, Suppliers, Farmers and Distributors to tackle the challenges faced by the society.

The activities undertaken/ to be undertaken by the company as CSR activities are not expected to lead to any additional surplus beyond what would accrue to the company during the course of its normal operations.

In accordance with Section 135 (5) of the Companies Act, 2013, the company is committed to spend at least 2% of the average net profit made during the three immediately preceding financial years, in areas listed out in the Schedule VII of the Companies Act, 2013.

The company has a structured governance procedure to monitor its CSR activities, for which purpose, it has constituted a CSR Committee.

The Board of Directors (Board) adopted the CSR Policy which is available on the Companys website. The company has been doing innumerable works for social cause in the sphere of education, health and other charitable activities even before this clause had come into force. The vision is to empower the community through socio- economic development of underprivileged and weaker sections.

During the year under report, the committee met on 10^th April, 2024 and 28^th March, 2025.

** Rana Inder Pratap Singh ceased to be a member of CSR Committee w.e.f. 03.04.2024. *** Rana Inder Pratap Singh ceased to be Managing Director w.e.f. 03.04.2024.

The Composition, Policy & CSR Projects of the Company has been disclosed on the website of the Company http://ranagroup.com/rsl/investor_2022.htm

(b) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil (c) Amount required to be set off for the financial year, if any: Rs 17.63 Lakhs *Amount of administrative overhead of the previous financial year: Rs. 1.71 Lakhs (d) Total CSR obligation for the financial year (7a+7b-7c): Rs. 127.26 Lakhs

(b) Details of CSR amount spent against ongoing projects for the financial year:

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(d) Amount spent in Administrative Overheads: Rs 8.42 Lakhs (e) Amount spent on Impact Assessment: Not Applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs.147.35 Lakhs

(g) Excess amount for set off, if any: 1.09, The company is not availing the setting off this amount, thus Nil

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details): a. Date of creation or acquisition of the capital asset(s): Nil b. Amount of CSR spent for creation or acquisition of capital asset: Nil c. Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: Nil d. Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): Nil

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not applicable.

Annexure 5

Form No. MR-3: For the financial year ended on 31.03.2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A (1) of SEBI LODR Regulations]

To,

The Members, Rana Sugars Limited, S.C.O. 49-50, Sector 8-C, Madhya Marg, Chandigarh.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by RANA SUGARS LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct/ statutory compliances and expressing my opinion thereon.

Based on my verification of the RANA SUGARS LIMITEDS books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by RANA SUGARS LIMITED (“the Company”) for the financial year ended on March 31, 2025, according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI

Act): a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. c. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021- Not Applicable to the company during the financial year under review. d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018- Not Applicable to the company during the financial year under review. e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018: Not Applicable as there was no instance of Buy-Back during the financial year. f. Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021: Not applicable during the financial year under review. g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client- Not applicable as the company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review. h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021- Not applicable as the company has not delisted any securities from any stock exchange during the financial year under review

VI. The major provisions and requirements have also been complied with as prescribed under all applicable Labour laws viz.

The Factories Act, 1948, The Payment of Wages Act, 1936, The Minimum Wages Act, 1948, The Payment of Bonus Act, 1965, Industrial Dispute Act, 1947, The Employees Provident Fund and Miscellaneous Provisions Act, 1952, The Payment of Gratuity Act, 1972. VII. Environment Protection Act, 1986 and other environmental laws.

VIII. Hazardous Waste (Management and Handling) Rules, 1989 and the Amendments Rules, 2003. IX. The Air (Prevention and Control of Pollution) Act, 1981 X. The Water (Prevention and Control of Pollution) Act, 1974

I have also examined compliance with the applicable clauses of the following: a) Secretarial Standards issued by The Institute of Company Secretaries of India. b) The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 being listed on the National Stock Exchange of India Limited and BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

Based on our examination and the information received and records maintained, I further report that:

Based on the compliance mechanism established by the company and on the basis of the compliance certificate(s) issued by the Company Secretary/ Officers and taken on record by the board of directors in their meeting(s), I am of an opinion that:

I further report that during the financial year under review:

SEBI vide the aforesaid final order has alleged violations of the aforesaid regulations by the company as well the promoters and has accordingly imposed penalties on the company as well as on the promoters.

The company has preferred an appeal against the order with Securities Appellate Tribunal, and the matter is sub-judice. I further report that, during the audit period under review there were no instances of

(i) Public/ Rights/ Preferential issue of shares/ debentures/ sweat equity (ii) Merger/ amalgamation/ reconstruction etc. (iii) Major decisions by the members under Section 180 of the Companies Act, 2013 (iv) Redemption/ Buy-back of Securities (v) Foreign technical collaborations.

“Annexure-A”

To, The Members, Rana Sugars Limited, S.C.O. 49-50, Sector 8-C, Madhya Marg, Chandigarh.

My report of even date is to be read along with this letter.