Bannari Amman Sugars Ltd

Dear members

Your Directors have pleasure in presenting the 40 Annual Report of the company together with audited financial th statements for the year ended 31 March 2024. st

( in lakhs)

Transfer to General Reserve

The company has transferred a sum of 10000-lakhs out of current year profit to the General Reserve.

Dividend

Your Directors recommend a dividend @ 12.50 (Rupees Twelve and paise fifty only) per share for the financial year ended March, 2024 taxable in the hands of the shareholders. Payment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

Review of Operations

Sugar

During the year under review, the aggregate cane crush was 48.52 lakhs tonnes with a recovery of 9.03% compared to 56.57 lakhs tonnes with a recovery of 9.53% in the previous year.

Power

The Co-generation plants generated 589.03 million units of power and exported 406.14 million units of power to grids compared to the generation of 653.55 million units and export of 452.78 million units in the previous year.

Distillery

During the year, the distilleries produced 38.61 million B.Ltrs compared to the production of 54.22 million B.Ltrs in the previous year.

Granite

In the Granite Unit 111478 square meters of Polished Granite products were produced compared to production of 125001 square meters in the previous year.

Wind Mill

Wind Mills generated 14.43 million units of power and exported 12.45 million units to grid compared to the generation of 13.81 million units and export of 12.06 million units in the previous year.

Prospects for the Current year 2024 - 2025

In the current financial year, it is estimated to crush 41 lakh 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 55.50 million B.Litres of alcohol in the Distillery Units. The performance of Granite Division is expected to be satisfactory.

Directors and Key Managerial Personnel

Based on the recommendation of the Nomination and Remuneration Committee and in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder and SEBI Listing Regulations, the Board of Directors at its meeting held on 7th August, 2024 have appointed Sri C Devarajan (DIN: 00109836), Sri M Rathinasamy (DIN:10391134) Sri M Ponnuswami (DIN:00015847) as Additional Directors in the category of Non-Executive Independent Directors for a period of five consecutive years from August 23, 2024 to August 22, 2029 subject to approval of members at this Annual General Meeting. They shall hold office as Additional Directors up to the date of Annual General Meeting and is eligible for appointment of Directors / Independent Directors.

Based on the recommendation of the Nomination and Remuneration Committee and in accordance with applicable provisions of the Companies Act, 2013 and rules made thereunder and SEBI Listing Regulations, the Board of Directors at its meeting held on 7 August, th 2024 have appointed Sri M Bharathkumar (DIN: 10727631) as Additional Director in the category of Non-Executive Non-Independent Director of the company liable to retire by rotation with effect from 23rd August 2024. He shall hold office as Additional Director up to the date of Annual General Meeting and is eligible for appointment as a Director.

Pursuant to Regulation 17(1A) of SEBI listing Regulations Sri M Ponnuswami at present aged 71 would continue to hold his Directorship even after attaining the age of 75 years. This continuation is justified by the Board and his continuation even after the attainment of 75 years of age would be beneficial to the Company.

In accordance with the provisions of Companies Act, 2013 read with the Articles of Association of the Company Sri B Saravanan, Director is liable to retire by rotation and being eligible offers himself for re-appointment. All Independent Directors of the company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and they have registered their name in the Independent Directors' Databank. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, the Independent Directors possess the requisite expertise, experience and proficiency and are people of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 as well as Rules made thereunder and are independent of management. The terms and conditions of appointment of Independent Directors are placed on the website in the link www.bannari.com/AppointmentofIndependent Directors.html.

The Company has devised a policy on Director's appointment, remuneration and for performance evaluation of independent directors, Board, Committees and other individual directors which include performance evaluation of non-executive and executive directors.

The details of programmes for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company's operations, business models and related matters are placed on the website of the company at the link http://www.bannari.com/ InvestorInformation.html.

Sri A K Perumalsamy (DIN:00313769), Sri M P Vijayakurmar (DIN:05103089) and Sri T Gundan (DIN:00624804), Independent Directors of the Company shall retire from their Directorship on completion of their second term of office on 14th September, 2024. The Board places on record its sincere appreciation for their contributions and extend gratitude for their invaluable service as Independent Directors of the Company. Sri S V Balasubramaniam, Chairman Sri B Saravanan, Managing Director, Sri C Palaniswamy, Company Secretary, Sri M Ramprabhu, Chief Financial Officer 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.

Particulars of Loans, Guarantees or Investments

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.

Conservation of Energy Technology Absorption

Foreign Exchange Earnings and Outgo

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.

Particulars of Employees

The information as required under Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration 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 Registered Office of the Company during business hours on all days except Sundays and public holidays upto the date of Annual General Meeting. 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.

Meetings of the Board

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

Committees and Policies

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) Regulations, 2015. The details are furnished in the Corporate Governance Report attached herewith.

Corporate Governance and Management

Discussion and Analysis Report

A separate section on Corporate Governance, Management 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) Regulations, 2015 are annexed as Annexure - III.

Corporate Social Responsibility Committee

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 Annual Report on CSR activities for the financial year ended 31st March, 2024 is attached as Annexure IV to this report.

Risk Management / Risk Management policy

The company has constituted Risk Management Committee as required under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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. More details are furnished in the Report on Corporate Governance attached herewith.

The Risk Management Policy is posted in the company's website at the link https://www.bannari.com/ InvestorInformation.html

Vigil Mechanism/Whistle Blower Policy

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 Whistle Blower Policy is posted in the company's website at the link https://www.bannari.com/ InvestorInformation.html

Dividend Distribution Policy

The company has formulated and adopted Dividend Distribution Policy which is posted in the company's website at the link https://www.bannari.com/InvestorInformation.html

Related Party Transactions

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) Regulations, 2015. None 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 Related 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 Related Parties are provided in the accompanying financial statements.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting held on 12.02.2024 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 own 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.

Material changes and commitments

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2023-24 and the date of this report.

Directors' Responsibility Statement

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 preventing and detecting fraud and other 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.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34 SEBI (LODR) Regulations 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.

Annual Return

Copy of the previous year Annual Return in the prescribed form is available at the weblink https://www.bannari. com/InvestorInformation.html. A copy of Annual Return for the financial year 2023-2024 will be placed on the website of the company after the conclusion of 40th AGM.

Auditors / Auditors' Report

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 Annual General Meeting of the Company for a period of five consecutive years and they shall hold office till the conclusion of 43rd Annual 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 2023-24 do 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 Act.

Secretarial Auditors and Secretarial Audit

Report

The Board has appointed M/s C Thirumurthy & Associates, Company Secretaries, Coimbatore as Secretarial Auditors to conduct Secretarial audit for the financial year 2023-2024. The Report of Secretarial Auditors is annexed to this report as Annexure VI. The Report do not contain any qualification, reservation or adverse remark.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Internal Control Systems and their Adequacy

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

Cost Record

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

Sri M Nagarajan, Cost Accountant, Coimbatore was appointed as Cost Auditor to conduct audit of cost accounting records for the financial year 2023-24.

Industrial Relations

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

General

i) Your Directors state that no disclosure or reporting is required in respect o 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.

Acknowledgement

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.