Bannari Amman Sugars Ltd

Dear members

The Directors have pleasure in presenting 41 A nnual Report of the Company together ^ith the Audited Financial Statements for the financial year ended M arch 31,2025.

Your directors have recommended a dividend of ' 12.50

(Rupees twelve and paise fifty only) per share for the

financial year ended M arch 31, 2025 taxable in the

hands of the shareholders. Payment is subject to the approval of the shareholders at the ensuing Annual General M eeting.

The Board of Directors have approved to transfer a sum of ' 10000 Lakhs (Rupees ten thousand lakhs) out of current year profit to the General Reserve.

During the year under review, the aggregate cane crush

was 32.04 lakhs tonnes with a recovery of 8.67% compared to 48.52 l akhs tonnes with a recovery of 9.03%

in the previous year.

The Co-generation plants generated 401.34 million units of power and exported 278.31 million units of power to grids compared to the generation of 589.03 mill ion units and export of 406.14 million units in the previous year.

During the year, the distilleries produced 48.23 million B. Ltrs compared to the production of 38.61 million B. L trs

in the previous year.

In the Granite Unit 38629 square meters of Polished

Granite products were produced compared to production

of 111478 square meters in the previous year.

Wind M ills generated 12.55 million units of power and

exported 11.10 million units to grid compared to the

generation of 14.43 million units and export of 12.45

million units in the previous year.

In the current financial year, it is estimated to crush 41 l akh tonnes of sugarcane in aggregate. Performance of co-generation plant will be based on bagasse availability in the sugar mills. It is estimated to produce 55 million B. L itres of alcohol in the Distillery Units. Improved performance is expected from the granite division.

As at M arch 31,2025, the Board of Directors comprised of 7 (seven) Directors. Of the 7 ( seven) Directors 4 (four) are Non-Executive Independent Directors including a Woman Director and 1 (one) is Non-Executive Non" Independent Director and 2 (Two) are Executive Directors i.e the Chairman and the Managing Director.

The composition of the Board is in conformity with the provisions of the Companies Act, 2013 a nd the applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. F urther all the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year

2024-2025 and the declaration in this respects appears

elsewhere in this Annual Report.

During the year under review,

V Sri M P Vijayakumar (DINi05103089) Sri A K Perumalsamy (DI:00313769) and Sri T Gundan (DIN:00624804) Non-Executive Independent

Directors retired from the office of Independent Directors upon completion of their second term of

office on 14"' S eptember, 2024. The Bo ard placed

on record its appreciation for their contributions and extend gratitude for their invaluable services as Independent Directors of the Company.

V The Board on the recommendation of Nomination and Remuneration Committee of Directors have

appoi nted Sri C Deva raj an (DIN:00109836), Sri M Rathinasamy (DIN:10391134) and Sri M P onnuswami (DIN:00015847) as NonExecutive Independent Directors for a period of five consecutive years from August 23, 2024 to August

22, 2029. Sri M Bharath Kumar (DIN:10727631)

was appointed as Non-Executive, Non- Independent Director who is liable to retire by rotation. The said appointments were subsequently approved by the shareholders at the 40" A nnual General Meeting of

the company held on 23^rd S eptember, 2024.

V In accordance ^ith the provisions of the Companies

Act, 2013 read with the Articles of Association of the Company Sri S V Balasubramaniam

(DIN:00002405), Director is liable to retire by

rotation during the current year being eligible offers himself for re-appointment.

V The Board on the recommendation of Nomination and Remuneration Committee and in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations has re-appointed

Sri S V Balasubramaniam (DIN:00002405) as the

Chairman of the Company with the substantial powers of management for a period of 5 (F ive) years effective from 02.06.2025 . The terms of

re'a ppoi ntm ent are su bj ect to approval of

shareholders of the company by way of special resolution at this Annual General M eeting.

V The Board on the recommendation of Nomination and Remuneration Committee and in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations has re-appointed

Sri B Saravanan (DIN:00002927) as the Managing

Director of the Company for a period of 5 (F ive)

years effective from 02.06.2025 . The terms of

re'a ppoi ntm ent are su bj ect to approval of

shareholders of the company by way of special resolution at this Annual General M eeting.

The Company has devised a policy on Director s appoi ntm ent, remunera tion and for performa nce evaluation of independent directors, Board, Committees and other individual directors which include performance evaluation of non'executive and executive directors.

The details of programs for familiarization of independent d i rectors ^ith the com pany, their rol es, ri ghts, responsibilities in the company, nature of the industry in ^hich the company s operations, business models and related matters are placed on the website of the co m pany at the link http: //www .bannari.co m / InvestorInformation.html.

All the Independent Directors have given declarations that they meet the criteria of independence as provided in

Section 149 (6) of the Companies Act, 2013 and

applicable regulations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sri S V Bala subramaniam, Chairman, Sri B Saravanan, Managing Director, Sri C Pala niswamy, Company Secretary, Sri M Ramprabhu, Chief Financial Offi cer are the Key Managerial Personnel of the Company as per

Section 203 of the Companies Act, 2013.

There is no change in the Key Managerial Personnel during the year.

During the year, the company has not made any loan or guarantee or investment or provided any security under

Section 186 of the Companies Act, 2013.

The particulars relating to conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed under the Companies

Act, 2013 are provided in Annexure I to this Report.

The information as required under Section 197 of the Companies Act 2013 read with Rule 5(1) of the

Co mp a ni es (Ap pointment a nd Remunerati on of Managerial Personnel) Rules, 2014 is furnished in Annexure II forming part of this Report.

In terms of proviso to Section 136 (1) of the Companies Act, 2013 the Report and Accounts are being sent to the

members excluding the information on employees as

required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

and the said information is available for inspection by the members at the Reg istered Office of the Company during business hours on all days except Sundays and public holidays upto the date of Annual General M eeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

The Company has complied with applicable provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. During the year no

complaint / case was filed pursuant to the said Act.

Five Meetings of the Board of Directors were held during the year. The details are furnished in the Report on Corporate Governance attached herewith.

The company has constituted Board Committees and framed policies as required under the provisions of the

Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Reg ulations, 2015 . The details

are furnished in the Corporate Governance Report attached herewith.

A separate section on Corporate Governance, M anagement Discussion and Analysis Report, a certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance and a certificate on non-disqualification of Directors as required under the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Reg ulations, 2015 are annexed as Annexure - III.

Pursuant to Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 the company has formulated a policy on Corporate Social Responsibility. The A nnual Report on CSR activities for the financial year ended 31 st M arch, 2025 is attached as Annexure IV to this report.

The company has constituted Risk Mana gement Committee as required under Reg ulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Reg ulations, 2015 and has formulated a detailed Risk Management Policy. In the opinion of the Board no element of risk that may threaten the existence of the company has been identified. M ore details are furnished in the Report on Corporate Governance attached herewith.

The Risk Management Policy is posted in the company's websi te a t the l i nk https://www. b a nna ri . co m/ InvestorInformation.html

The company has established vigil mechanism for Directors and Employees to report concerns about the unethical behavior, actual or suspected incidents of fraud or violation of the code of conduct or ethics. The Wh istle Blower Policy is posted in the company's website at the link httpsi//wwwibannari.com/ InvestorInformation.html

The company has formulated and adopted Dividend Distribution Policy ^hich is posted in the company s w ebsite at the link https: //www .bannari.co m / InvestorInformation.html

All related party transactions are entered on arm s length basis and are in compliance with the applicable provisions

of the Companies Act, 2013 and other relevant Regulations as referred under SEBI (Listing Obligations and Disclosure Requirements) Reg ulations, 2015. N one of

the transactions is materially significant which may have potential conflict with the interest of the company at large and therefore disclosure in Form AOC-2 is not required. All the related party transactions are placed before the Audit Committee and approved by the Audit Committee. Prior omnibus approval of the Audit Committee was obtained on annual basis for the transactions which are at a foreseen and repetitive nature. The Rel ated Party Transactions Policy as approved by the Board is uploaded on the company s website at https://www.bannari.com/ Investor Information.html.

The details of transactions with Rel ated Parties are provided in the accompanying financial statements.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requ irements) Regul ations, 2015, Independent Directors at their meeting held on

03.02.2025 without participation of non-independent

directors and management considered and evaluated the performance of the Chairman, Managing Director and the Board.

The Board has carried out an annual evaluation of its o^n performance, the performance of the committees, board, independent Directors and individual Directors. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report.

There are no material changes and commitments affecting the financial position of your Company which have

occurred between the end of the financial year 2024-25

and the date of this report.

As stipulated in Section 134(3)(c) and 134 (5) of the Companies Act 2013 your Directors confirm that

a) in the preparation of the annual accounts, all the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventi ng a nd detecti ng fra ud a nd o ther irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had 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) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to Regula tion 34 SEBI (LODR) R egulations 2015

as amended the Business Responsibility and Sustainability Report has been prepared as prescribed and annexed to this Report as Annexure V and the same shall form part of this report.

Pursuant to Section 92(3) of the Companies Act, 2013 and Ru le 12 of the Com panies (M anag ement and Ad ministration) Rules, 2014, the Annual Return for the Financial Year ended March 31,2025i s up loaded on the

website of the Company and the same is available at the w eblink https: / / w w w .bannari.co m / i nvestor information.html.

M/s P N Raghavendra Rao & Co., Chartered Accountants (Firm Registration No. 003328S), Coimbatore were

appointed as the Statutory Auditors of the company at the 38th A nnual General Meeting of the Company for a

period of five consecutive years and they shall hold office

till the conclusion of 43rd A nnual General Meeting. The

Auditors have confirmed their independence and

eligibility under Section 141 of the Companies Act, 2013.

The Report given by the Statutory Auditors M/s P N Raghavendra Rao & Co., on the financial statements of the company for the financial year 2024-25 does not contain

any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the A ct.

The Board has appointed M/s C Thirumurthy &

Associates, Company Secretaries, Coimbatore as

Secretarial Auditors to conduct Secretarial audit for the

financial year 2024-2025. The Report of Secretarial Auditors is annexed to this report as Annexure VI.

The Report does not contain any qualification, reservation or adverse remark.

The C omp a ny has com plied ^ith the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Details of internal control system and their adequacy are provided in the M anagement Discussion Analysis Report attached herewith.

The Company has maintained cost records as specified by the Central Government under Section 148 of the Companies Act, 2013.

Sri M N agarajan, Cost Accountant, Coimbatore was appointed as Cost Auditor to conduct audit of cost accounting records for the financial year 2024-25.

The relationship with employees continued to remain cordial throughout the year under review.

i) Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

a) Details relating to deposits covered under

Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

ii) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

iii) No resolution plan/process was initiated or pending

under insolvency and bankruptcy Code 2016, against the Company.

iv) The disclosure relating to valuation at the time of one time settlement with banks or financial institutions is not applicable as the company has not made any such one-time settlement.

v) The Company has no Subsidiary / Joint venture / Associate company.

vi) There is no change in Share Capital and nature of business.

Your Directors wish to place on record their

appreciation for the continued support and co-operation by the Government Authorities, banks and other stakeholders. Your Directors thank the cane growers who have supplied sugarcane to the factories and wish to place on record their appreciation of the contributions made by all the employees.