Directors Report of Gayatri Sugars Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting this 30th (Thirtieth) Annual Report of the Company
together with the Audited Financial Statements for the year ended 31st March, 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE : Your Company''s financial performance
during the Financial Year 2024-25 as compared to that of the previous Financial Year 2023¬
24 is summarized below:-

fRimppc in I nlihcl

Particulars	2024-25	2023-24
Revenue from Operations	33,610.84	37,711.06
Other Income	571.57	49.48
Total Revenue	34,182.41	37,760.54
Total Expenditure Before Interest, Depreciation and Exceptional Item	31,680.91	33,959.42
Profit/(Loss) before Interest, Depreciation and Exceptional Items, Prior Period Items & tax	2,501.50	3,801.12
Less: Prior period Items	0	0
Profit/(Loss) Before Interest, Depreciation and Exceptional Item	2,501.50	3,801.12
Finance Charges	1,707.15	2,430.43
Gross Profit/(Loss) before Depreciation and Exceptional Item	794.35	1,370.69
Provision for Depreciation	687.10	666.75
Net Profit(Loss) Before Tax and Exceptional Item	107.25	703.94
Exceptional Item	-	-
Provision for Tax	-	-
Net Prot''it/(Loss) After Tax	107.25	703.94
Balance of Profit/(Loss) brought forward	(16,681.95)	(16,789.20)
Balance available for appropriation	(15,901.94)	(15,668.14)
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Deficit carried to Balance Sheet	(15,901.94)	(15,668.14)

2. REVIEW OF OPERATIONS:

Your Directors are pleased to report that during the year under review, the Company crushed
6.83 Lakhs Tons of Sugar cane and 7.44 Lakhs Quintals of Sugar was bagged with an
average recovery of 10.90% and 31,957 tonnes of Molasses was produced. The distillery
unit produced 82.11 Lakh litres of Ethanol and Impure Spirit.

The Company registered gross revenue of Rs. 33,610.84 Lakhs for the year ended 31st
March, 2025 against Rs. 37,711.06 Lakhs for the year ended 31st March, 2024. For the year
2024-25, the company earned EBITDA of Rs. 2,501.15 Lakhs compared to Rs. 3,801.12

Lakhs for the previous year 2023-24. The company earned a net profit of Rs. 107.24 Lakhs
compared to the net profit of Rs. 703.94 Lakhs of previous year. The Company registered
decrease of 10.87% in turnover as compared to previous years.

i) PROSPECTS FOR THE FINANCIAL YEAR 2025-26:

Though it is too early to estimate the sugar production for ensuing Crushing Season relevant
to Financial Year 2025-26, because of monsoon and underground water availability, showing
reports are indicating good crushing season a head.

3. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to reserves during the Financial Year
ended 31st March, 2025.

4. DIVIDEND:

The Directors did not recommend dividend on Preference Shares and also on Equity Shares
for the Financial Year ended 31 st March, 2025.

5. TRANSFER OF UNCLAIMED DIVIDEND

There is no Un-claimed dividend to be transferred to IEPF (Investor Education and Protection
Fund) for the year 2024-25

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the
nature of Business of the Company.

7. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rles, 2014, the Annual Return as on March
31,2025 is available on the Company''s website on https://www.gayatrisugars.com/pdf/yrly/
AR% 20GSL-2024-25.pdf.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR
AND TILL THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of your
Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the Report.

9. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

There are no Companies which have become or ceased to be its Subsidiaries, Joint Venture
or Associate Companies during the year.

10. KEY MANAGERIAL PERSONNEL AND DIRECTORS:

The following are the Key Managerial Personnel (KMP) of the Company pursuant to the
provisions of Section 203 of the Companies Act, 2013, as on 31st March, 2025:¬

1. Mrs. T. Sarita Reddy, Managing Director

2. Mr. V. R. Prasad, Chief Financial Officer

3. Mrs. D S V R Susmitha, Company Secretary & Compliance Officer
Independent Directors declaration:

All the Independent Directors of your Company, viz., Mr. Raghuraj Suresh Bhalerao, Mr. P

V Narayana Rao and Mr. C V Rayudu have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs, in terms of the provisions of amended
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 and the
Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Companies Act, 2013, read with Regulations 16 and
25(8) of the Listing Regulations that he meets the criteria of independence as laid out in
Section 149(6) of the Companies Act, 2013 and Regulationsl 6(1 )(b) and 25(8) of the Listing
Regulations(LODR), 2015 and the same have been taken on record by the Board after
undertaking due assessment of the veracity of the same.

The criteria for determining qualifications, positive attributes and independence of Directors
is provided in the Nomination and Remuneration Policy of the Company is available on the
website, viz., http://www.gayatrisugars.com/at the web linkhttp://www.gayatrisugars.com/
CorpPolicies.html

All the Independent Directors of the Company have complied with the Code for Independent
Directors prescribed in Schedule IV to the Companies Act, 2013.The details of familiarization
programmes attended by the Independent Directors are available on the website of the
Company, http://www.gayatrisugars.com/ at the web link http://www.gayatrisugars.com/
CorpPolicies.html

Appointments/Re- Appointments:

As per provisions of the Section 152 of the Companies Act, 2013, read with AOA of the
company. Mr. T V Sandeep Kumar Reddy, retires by rotation at this ensuing AGM and
being eligible offer himself for re-appointment.

The resolution for re-appointment of Mr. T V Sandeep Kumar Reddy forms part of the notice
convening the ensuing AGM.

Further based on the recommendation of Nomination and Remuneration Committee, the
Board of Directors have appointed Mr.C.V. Rayudu (DIN 03536579) as an Additional Director
of the company on August 7, 2024. The term of Mr. P.V. Narayana Rao, (DIN 07378105)
will be expires on February 10, 2025. The Board has recommended the appointment of Mr.
P.V. Narayana Rao (DIN 07378105) as an Independent Director of the company for another
term of 5 years from February 11, 2025. Accordingly the members of the Company at their
29th AGM had appointed Mr. C V Rayudu as an Independent Director for a term of 5 years
with effect from 7th August 2024 and Mr. P.V. Narayana Rao (DIN 07378105) for another
term of 5 years with effect from 11th February 2025.

Further also the term of 10 years of Mr. T. R. Rajagopalan as an Independent Director
expired on 29th September 2024 and he ceased as a director from that date.

The profile and particulars of experience, attributes and skills of the Directors,
recommendations to the shareholders are forming part of the notice convening the AGM.

11. SECRETARIAL STANDARDS:

The Company has in place proper system to ensure compliance with provisions of the
applicable Secretarial Standards issued by The Institute of Company Secretary of India and
such system are adequate and operating effectively.

12. BOARD MEETINGS:

During the Financial Year ended 31st March, 2025, The Board of Directors of your Company
met 4 (Four) times on 25th April 2024, 7th August 2024, 6th November 2024 and 14th
February 2025. The details of Board Meetings and the attendance of the Directors thereat
are provided in the Corporate Governance Report. The intervening time gap between two
consecutive Meetings was within the prescribed period of 120 days as specified under the
provisions of Section 173 of the Companies Act, 2013 read with relevant notifications and
Listing Regulations.

13. SHARE CAPITAL:

• Total Number of Equity Shares: 7,43,03,640 and

• Total Number of Preference Shares: 3,01,47,023.

Members are aware that the Company had initiated the process of raising funds of Rs.

4.150.00 Lakhs by way of issue of equity warrants on a preferential basis, to arrange the
working capital requirements of the company and general corporate purpose, this will
enable the company to have better cash flows. Out of the above offered warrants for
raising of Rs. 4,150 lakhs, the subscribers have subscribed 3,38,00,000 warrants, and the
Company has received an amount of Rs. 1960.00 lakhs as full subscription amount for
1,95,99,997 warrants and the same was converted into equity shares.

Further, the Company has forfeited the balance non-converted warrants to the extent of
14,200,003, for which a subscription amount of Rs. 2.50 per warrant, aggregating to Rs.

355.00 lakhs, had been received. The said amount has been transferred to the Capital
Reserve Account due to non-receipt of the balance allotment money.

As a result of the above allotment, the Issued Capital has been increased from Rs.
64,80,03,050/- to Rs. 74,30,36,400/- and Subscribed and Paid-Up Capital of the Company
has been increased from Rs. 64,78,77,550/- to Rs. 74,29,10,900/-.

Issue of equity shares with differential rights:

During the period under review, the Company hadn''t issued equity shares with differential
rights.

Issue of Sweat Equity Shares

During the period under review, the Company hadn''t issued sweat equity shares.

Details of Employee Stock Options

During the period under review, the Company hadn''t issued stock options to the employees
of the Company.

14. COMMITTEES OF BOARD:

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the Board of Directors has constituted various
committees of Board such as Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social Responsibility Committee and
Management committee. The details of Composition and terms of reference of these
committees are mentioned in the Corporate Governance Report and available on company
website also.

15. POLICY LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE
FORREMUNERATION OF DIRECTORS, KMP & OTHER EMPLOYEES:

The Board, on the recommendations of the Nomination and Remuneration Committee,
determines the characteristics, skills and other attributes required for appointment and
removal of Directors. For this, the Company has Nomination and Remuneration policy,
which is performance driven and is structured to motivate Directors and Employees,
recognize their merits and achievements and promote excellence in their performance.

The salient features of the policy are:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial
Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary
report to the Board for further evaluation.

c.) To recommend to the Board on Remuneration payable to the Directors, Key Managerial
Personnel and Senior Management.

d) Ensure that level and composition of remuneration is reasonable and sufficient,
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks.

The above Policy is available on the website of the Company www.gayatrisugars.com/at the
web linkhttp://www.gayatrisugars.com/CorpPolicies.html

Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance
and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Board has carried out evaluation of (i) its own performance,
(ii) the directors individually and (iii) working of its Committees. The manner in which the
evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee: Pursuant to the provisions of the Companies
Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Nomination and Remuneration Committee has formulated the criteria for
evaluation of directors and evaluated every director. A structured questionnaire was
prepared after taking into consideration of various parameters such as attendance and
participation in meetings, monitoring corporate governance practices, independence
of judgment, safeguarding the interests of the Company etc., and accordingly the
evaluation was made. The Members of the Committee evaluated the individual directors
at its meeting held on 14.02.2025.

(b) Separate Meeting of Independent Directors: The Independent directors of the Company
at its meeting held on 14.02.2025 (a) reviewed the performance of the Non-Independent
directors and Board, (b) reviewed the performance of the Chairperson of the Company
and (c) assessed the quality, quantity and timeliness of flow of information between
the Company management and the Board etc. All the Independent Directors attended
the meeting.

A structured questionnaire was prepared after taking into consideration various
parameters such as attendance and participation in meetings, monitoring corporate
governance practices, independence of judgment, safeguarding the interests of the
Company etc., and accordingly, the evaluation was made. The Independent directors
evaluated the Non-Independent directors.

The Independent Directors decided that since the performance of the Non-Independent
Directors (including Managing Director and Non- Executive Directors)is satisfactory,
the term of their appointment be continued.

The Independent Directors after review of the performance of the Chairperson decided
that the Chairperson has good experience, knowledge and understanding of the Board''s
functioning and her performance is excellent. The Independent Directors decided that
the information flow between the Company''s Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performance evaluation of
its own performance, the Directors individually (excluding the director being evaluated)
as well as the evaluation of the working of its Committees. A structured questionnaire
was prepared after taking into consideration various aspects of the Board''s functioning
such as adequacy of the composition of the Board and its Committees, effectiveness
in developing Corporate Governance structure to fulfil its responsibilities, execution
and performance of specific duties etc. The Board decided that the performance of
individual directors, its own performance and working of the committees is excellent.

16. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm

that:

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

(b) the directors 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 and loss of the Company for that period;

(c) The directors 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) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively
except for the material weakness/deficiency; and

(f) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

17. STATUTORY AUDITORS AND THEIR REPORT:

Members are aware that the Company has re-appointed M/s. MOS & Associates LLP,

Chartered Accountants as Statutory Auditors of the Company at the 27thAnnual General

Meeting held on to hold office for a term of five consecutive years from the conclusion of

27thAnnual General Meeting [AGM] till the conclusion of 32ndAnnual General Meeting.

They have confirmed that they are not disqualified from continuing as Auditors of the
Company.

The Auditors Report to the members of the Company on the financial statements for the
financial Year ended March 31,2025 forming part of this report contains a qualified opinion
on estimating the Electricity duty amounting to Rs. 283.99 Lakhs as a Contingent Liability
and on internal financial control over the financial reporting as per note No. 29.2 forming
part of the financial statements. In the event of an un-favourable verdict/outcome in this
matter, the Management based on the Supreme Court''s interim orders and considering the
inherent uncertainty in predicting the final outcome of the above litigation estimates the
impact of the potential liability to be Rs. 170 lakhs.

18. INTERNAL AUDITORS

As per the provisions of Section 138 of the Companies Act, 2013 read with the rules made
there under, the Company has appointed M/s. PPKG & Associates as internal auditors to
conduct the audit for the FY 2024-25. The Internal Auditor shall present the report to Audit
Committee directly.

19. SECRETARIAL AUDIT:

As per the provisions of the Section 204(1) of the Companies Act, 201 3, the Company has
appointed Mrs. T Durga Pallavi, Practicing Company Secretary to conduct Secretarial
Audit of the records and documents of the Company. The Secretarial Audit Report for the
Financial Year ended March 31,2025 in Form No MR-3 is annexed to the Directors Report
as Annexure -1 and forms part of this Report. The Secretarial Auditors'' Report to the Members
of the Company for the Financial Year ended March 31, 2025 does not contain any
qualification(s) or adverse observations.

20. DISCLOSURE ABOUT COST AUDIT:

As per section 148 of the Companies Act, 2013 and rule 14 of the Companies (Audit and
Auditors) Rules, 2014, Company is required to appoint Cost Auditor. The Board of directors
and the Audit Committee of the Board has approved the appointment of M/s. Narasimha
Murthy & Co., as Cost Auditor to audit the cost records of Sugar, Power and Distillery
division of the Company for the financial year 2025-26 and the remuneration payable to
them for the Financial Year 2024-25 is subject to ratification by the shareholders of the
Company.

Further as per section 148(1) of the Companies Act, 2013 read with Companies (Accounts)
Amendment Rules, 2018, maintenance of cost records as specified by the Central
Government under sub section (1) of the Companies Act, 2013, is required by the Company
and accordingly such accounts and records are made and maintained.

21. REPORTING OF FRAUDS:

During the year under review, there have been no frauds reported by the Statutory Auditors
of the Company under sub-section (12) of Section 143 of the Act.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:

The required information as per Sec. 134(3)(m) of the Companies Act 2013 and Rule 8(3) of
Companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

The Company has already installed the required energy conservation equipments
and hence no additions were made during the year.

ii) Step taken by the Company for utilizing alternate source of energy:

The company doesn''t have alternative source of Energy, since the Company has
Co-gen power facility.

iii) Capital investment on energy conservation equipments:

During the year no investment was made towards energy conservation equipments.

B. Technology Absorption:

i) Efforts made towards Technology Absorption:

Certain modification were undertaken to reduce power Consumption in earlier
financial year. In the current year no such requirement was there.

ii) The benefit derived like product improvement, cost reduction, product
development or import substitution, etc.

The benefit derived is same as the earlier year.

iii) Details of Technology imported during the last 3 years reckoned from the beginning
of the financial year:

During the period of last three years, there was no import of Technology.

iv) Expenditure incurred on Research & Development:

There was no expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company''s internal control system is aimed at proper utilisation and safeguarding of
the Company''s resources and promoting operational efficiency. The internal audit process
reviews the in-system checks, covering significant operational areas regularly.

The Company''s Audit Committee is responsible for reviewing the Audit Report submitted by
the Internal Auditors. Suggestions for improvements are considered and the Audit Committee
follows up on the implementation of corrective actions. The Audit Committee also invites
the Statutory and Internal Auditors for regular meetings to ascertain their views on the
adequacy of internal control systems and keeps the Board of Directors informed of its
observations from time to time.

The statutory auditors had a qualified opinion on the Internal financial controls over the
financial reporting stating that material weakness has been identified as at March 31,2025
in the Company relating to deficiency in internal financial controls over financial reporting
in respect of management assessment of estimating potential liability relating to disputed
matter as per Note No. 29.16 forming part of financial statements.

The Management conducted an assessment of the effectiveness of the internal control over
financial reporting using the criteria established by the Company considering the essential
components of internal control 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 this assessment, Management is of the view that based on Supreme Court''s interim
orders and considering the inherent uncertainty in predicting the final outcome of the above
litigations estimates the impact of potential liability to be Rs. 170.00 Lakhs.

24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED:

Particulars of loans, guarantees given and investments made during the year under review
in accordance with section 186 of the Companies Act, 2013 is annexed to this report as
Annexure - II

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year under review, as
stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual
Report as Annexure -III.

26. RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and developed
risk policy and procedures to inform Board members about the risk assessment and
minimization procedures.

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and
pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Company has established a mechanism through which all the stakeholders can report the
suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower
Policy which has been approved by the Board of Directors of the Company has been
hosted on the website of the Company at http://www.gayatrisugars.com/lnvestors/Corporate
Governance/Policies

24. DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company
has not received any complaint of sexual harassment during the year under review.
Further the Company has complied with the provisions relating to the constitution of Internal
Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

29. CORPORATE SOCIAL RESPONSIBILTY ("CSR"):

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended, read with schedule VII, The Board
of Directors constituted Corporate Social Responsibility Committee at Board Meeting held
on August 14, 2017. The details of the Committee are given in Corporate Governance

Report (Armexure V). The CSR policy is available on the website of the Company
www.gayatrisugars.com. The details on CSR policy and activities is presented in the
Annexure-IV

30. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

Demand of Rs. 1,38,81,669/- was raised by the Commissioner of Customs, Central Excise
& Service Tax, Hyderabad-1 Commissionarate, being the amount equal to 10% or 5% of
the value of Exempted goods i.e. Electricity sold by the company for the period Nov-2006
to Dec-2010 in the case of Kamareddy Unit of Rs. 58.53 Lakhs and for the period Mar-2006
to Mar-2012 in the case of Nizamsagar Unit of Rs. 80.29 Lakhs both put together Rs 138.82
Lakhs.

The Customs, Excise and Service Tax Appellate Tribunal, Regional Bench at Hyderabad
has set aside the impugned order for Excise Duty demand of Rs. 58.53 Lakhsrelating to
Kamareddy Unit of the Company.

The Customs, Excise and Service Tax Appellate Tribunal, Regional Bench at Hyderabad
yet to hear relating to Nizamsagar Unit Demand of Rs 80.29 Lakhs.

31. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

During the period under review, there was no revision of financial statement or the Report

32. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The policy on dealing with Related Party Transactions is disseminated on the website of
the company at http://www.gayatrisugars.com/CorpPolicies.html

All the related party transactions by the Company during the year 2024-25 were on an
arms'' length basis and were in the ordinary course of business and as such the provisions of
section 188 are not attracted. There are no materially significant Related Party Transactions
with Promoters, Directors, Key Managerial Persons or other designated persons during the
year.

The details of Related Party Transactions entered by the Company in the ordinary course of
Business at arm''s length basis are detailed in the notes forming part of the financial
statements.

33. DEPOSIT:

During the year, your Company has not accepted any deposits, within the meaning of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014. No amount on account of principal or interest on deposits from public was
outstanding as on Balance Sheet date. Further, the Company has received an amount of
Rs. 1279 lakhs from related parties which are exempted from the definition of Deposit. The
outstanding Secured and unsecured loan balances which were exempted from the definition
of Deposit as on 31st March 2025 is Rs. 17989.40 lakhs.

34. REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, M/s. Venture Capital and Corporate Investments
Private Limited is the Registrar and Transfer Agent of the Company.

35. DOWN STREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDD nor invested as any Down
Stream Investment in any other Company in India

36. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in
Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. A report on Corporate Governance is included as a part
of this Annual Report as Annexure -V. Certificate from the practicing Company Secretary
confirming the compliance with the conditions of Corporate Governance as stipulated
under aforesaid regulations is attached to this report.

37. PARTICULARS OF EMPLOYEES:

Details in respect of remuneration paid to employees as required under Section 197(12) of
the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report.
In terms of Section 136 of the Companies Act, 201 3 the same is open for inspection at the
Registered Office of the Company. Copies of this statement may be obtained by the members
by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee''s remuneration
and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are enclosed in Annexure - VI and forms part of this Report.

38. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE
Limited where the Company''s Shares are listed.

39. FRAUD REPORTING:

There have been no instances of frauds reported by the Auditors under Section 143(12) of
the Companies Act, 2013 and the Rules framed there under, either to the Company or to
the Central Government.

40. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL).

41. STATEMENT OF DEVIATION OR VARIATION

During the year, the Company successfully raised funds from the public through private
placement and preferential issue basis. The funds were raised in accordance with the
provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

All proceeds from these issuances were utilized strictly for the purposes outlined in the
Notice and Private Placement Offer Letter that was circulated to the Allottees prior to the
issuance. The Company has ensured that the funds were deployed in line with the objectives
stated, maintaining full compliance with regulatory requirements and commitment to
transparency with its stakeholders. The utilization of funds has been closely monitored and
reviewed by the Board of Directors to ensure adherence to the planned objectives

42. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including
all applicable amendments and rules framed there under. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from

dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions
on the grounds of maternity. Necessary internal systems and HR policies are in place to
uphold the spirit and letter of the legislation.

43. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31,2025.

Male Employees: 652

Female Employees: 8

Transgender Employees: -

This disclosure reinforces the Company''s efforts to promote an inclusive work place culture
and equal opportunity for all individuals, regardless of gender.

44. AWARDS AND ACCOLADES:

The company bagged the following Awards from South India Sugar Cane and Sugar
Technologists Association (SISSTA) for the oast years from 2012-13 onwards:

Year	Category	Award
2024-25	Best Technical Efficiency (Nizamsagar Unit)	Platinum Award
2024-25	Best Sugar Cane Development (Nizamsagar Unit)	Golden Award
2024-25	Best Co-Generation (Nizamsagar Unit)	Golden Award
2024-25	Best Sugar Cane Development (Kamareddy Unit)	Silver Award
2023-24	Best Sugar Cane Development	Golden Award
2023-24	Best Co-Generation	Platinum Award
2023-24	Best Technical Efficiency	Golden Award
2022-23	Best Sugar Cane Development	Golden Award
2022-23	Best Co-Generation	Platinum Award
2022-23	Best Technical Efficiency	Golden Award
2021-22	Best Sugar Cane Development	Golden Award
2021-22	Best Co-Generation (Kamareddy Unit)	Golden Award
2021-22	Best Technical Efficiency	Silver Award
2021-22	Best Distillery Performance	Silver Award
2021-22	Best Co-Generation (Nizamsagar Unit)	Silver Award
2018-19	Best Technical Efficiency	Platinum Award
2018-19	Best Sugar Cane Development	Platinum Award
2018-19	Best Co-Generation	Golden Award
2017-18	Best Cogeneration	Platinum Award
2017-18	Best Technical Efficiency	Golden Award
2015-16	Best Cogeneration	Platinum Award
2014-15	Best Cogeneration	Platinum Award
2014-15	Best Technical Efficiency	Silver Award
2014-15	Best Sugarcane Development	Silver Award
2012-13	Best Cogeneration	Platinum Award
2012-13	Best Sugarcane Development	Golden Award
2012-13	Best Technical Efficiency	Silver

45. Other Disclosures:

a. There are no proceedings initiated/pending against Your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the business of the Company.

b. There were no instances where Your Company required the valuation for onetime
settlement or while taking the loan from the Banks or Financial institutions.

c. There were no failure instances occurred to implement corporate actions

d. No delay in holding the annual general meeting

e. The shares of the Company have been listed and traded on the BSE Limited. The
securities of Company have not been suspended from trading on BSE Limited.

46. ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation
to all stakeholders, clients, Banks, Central and State Governments, the Companies'' valued
investors and all other business partners for their continued co-operation and excellent
support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employees of
the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

sd/- sd/-

(T. SARITA REDDY) (T.V. SANDEEP KUMAR REDDY)

Place: Hyderabad Managing Director Vice Chairman & Director

Date: August 6, 2025 DIN: 00017122 DIN: 00005573

---

Mar 31, 2024

Your Directors have pleasure in presenting this 29th (Twenty Ninth) Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2024.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE : Your Company''s financial performance during the Financial Year 2023-24 as compared to that of the previous Financial Year 2022-23 is summarized below:-

(Rupees in Lakhs)

Particulars	2023-24	2022-23
Gross Income	37,711.06	38,831.38
Profit/(Loss) Before Interest, Depreciation and Exceptional Item	3,801.12	4,032.51
Finance Charges	2,430.43	2,388.64
Gross Profit/(Loss) before Depreciation and Exceptional Item	1,370.69	1,643.87
Provision for Depreciation	666.75	797.18
Net Profit(Loss) Before Tax and Exceptional Item	703.94	846.49
Exceptional Item	-	2,585.50
Provision for Tax	-	-
Net Profit/(Loss) After Tax	703.94	3,432.19
Balance of Profit/(Loss) brought forward	(16,789.20)	(17,092.61)
Balance available for appropriation	(15,668.14)	(16,789.20)
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Deficit carried to Balance Sheet	(15,668.14)	(16,789.20)

2. REVIEW OF OPERATIONS:

Your Directors are pleased to report that during the year under review, the Company crushed 6.87 Lakhs Tons of Sugar cane and 7.62 Lakhs Quintals of Sugar was bagged with an average recovery of 11.10% and 30,870 tonnes of Molasses was produced. The distillery unit produced 83.23 Lakh litres of Ethanol and Impure Spirit.

The Company registered gross revenue of Rs. 37,711.06 Lakhs for the year ended 31st March, 2024 against Rs. 38,831.38 Lakhs for the year ended 31st March, 2024. For the year 2023-24, the company earned EBITDA of 3,801.12 Lakhs compared to Rs. 4,032.51 Lakhs for the previous year 2022-23. The company earned a net profit of Rs. 703.94 Lakhs compared to the net profit of Rs.846.69 Lakhs (before exceptional items of Rs 2,585.50 lakhs) of previous year. The Company registered decrease of 2.97% in turnover as compared to previous years.

i) PROSPECTS FOR THE FINANCIAL YEAR 2024-25:

Though it is too early to estimate the sugar production for ensuing Crushing Season relevant to Financial Year 2024-25, because of monsoon and underground water availability, showing reports are indicating good crushing season

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business of the Company.

4. DIVIDEND:

As the Company has accumulated losses as at 31st March, 2024, the Directors could not recommend dividend on Preference Shares and also on Equity Shares.

5. SHARE CAPITAL:

• Total Number of Equity Shares: 6,48,00,305 and

• Total Number of Preference Shares: 3,01,47,023.

Members are aware that the Company has taken approval for Increase in Authorised Share Capital of the Company from Rs. 110,00,00,000/- divided into Rs. 65,00,00,000 (Rupees Sixty-Five Crores Only) divided into 6,50,00,000 (Six Crores Fifty Lakhs) equity shares of Rs. 10/-each and Rs. 45,00,00,000 (Rupees Forty-Five Crores Only) divided into 4,50,00,000 (FourCrores Fifty Lakhs) Preference Shares of Rs.10 each to Rs. 145,00,00,000 (Rupees One Hundred Forty Five Crores only) divided into Rs.100,00,00,000 (Rupees One Hundred Crores Only) divided into 10,00,00,000 (TenCrores) equity shares of Rs. 10/- each, andRs.

45.00. 00.000 (Rupees Forty Five Crores Only) divided into 4,50,00,000 (FourCrores Fifty Lakhs) Preference Shares of Rs.10 each.Further the Company has issued and allotted

3.38.00. 000 Share Warrants carrying an entitlement to subscribe to an equivalent number of Equity Shares having face value of Rs.10/- (Rupees Ten Only) each to the person belonging to Non-Promoter group. Further, the Company has received full subscription amount as per the terms of issue of warrants from some of the warrant holders and allotted 38,33,333 equity shares of Rs. 10/- each to the warrant holder from whom full subscription amount received on 12.07.2023. Further also, the Company has converted 1,10,00,000- 6% optionally convertible preference shares in to same number of equity shares of Rs. 10/- each to the promoter group. As a result of the above allotments, the equity Issuedhas been increased from Rs. 43,70,36,430/- to Rs. 58,53,69,760/-. And Subscribed and Paid-Up Capital of the Company has been increased from Rs. 43,70,05,055/- to Rs. 58,53,38,385/-. Due to the conversion of 1,10,00,000- 6% optionally convertible preference shares into equity shares, preference share capital has been reduced from Rs. 41,14,70,230/- to Rs. 30,14,70,230/-. As a result of allotment and conversion of preference shares, the paid up share capital (Equity and Preference) of the Company has been increased to 88,68,08,615/-. Further, the Company has allotted 50,13,329 and12,50,000 equity shares of Rs. 10/- each on 09.11.2023 and 30.12.2023 respectively. As a result of the above allotments, the equity issued has been increased from Rs. 58,53,69,760/- to Rs. 64,80,03,050/-. And Subscribed and Paid-Up Capital of the Company has been increased from Rs. 58,53,38,385/- to Rs.64,79,71,675/-.

Issue of equity shares with differential rights:

During the period under review, the Company hadn''t issued equity shares with differential rights.

Issue of Sweat Equity Shares

During the period under review, the Company hadn''t issued sweat equity shares.

Details of Employee Stock Options

During the period under review, the Company hadn''t issued stock options to the employees of the Company.

6. BOARD MEETINGS:

During the Financial Year ended 31st March, 2024, The Board of Directors of your Company met 06 (Six) times on 1st May 2023, 25th May 2023, 7th August 2023, 14th November 2023, 19th December 2023 and 14th February 2024. The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 read with relevant notifications.

7. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to reserves during the Financial Year ended 31st March, 2024.

8. TRANSFER OF UNCLAIMED DIVIDEND :

There is no Un-claimed dividend to be transferred to IEPF (Investor Education and Protection Fund).

9. KEY MANAGERIAL PERSONNEL AND DIRECTORS:

The following are the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section203 of the Companies Act, 2013, as on 31stMarch, 2024:

1. Mrs. T. Sarita Reddy, Managing Director

2. Mr. V. R. Prasad, Chief Financial Officer

3. Mrs. D S V R Susmitha, Company Secretary & Compliance Officer Independent Directors declaration:

All the Independent Directors of your Company, viz., Mr. T. R. Rajagopalan, Mr.Raghuraj Suresh Bhalerao, and Mr.Venkata Narayana Rao Paluri have registered themselves with the databank maintainedby the Indian Institute of Corporate Affairs, in terms of the provisions of amended Rule 6 of the Companies(Appointment and Qualification of Directors) Rules, 2019 and the Companies (Creation and Maintenance ofDatabank of Independent Directors) Rules, 2019.

The Company has received the necessary declaration from eachIndependent Director in accordance with Section 149(7) of the Companies Act, 2013, read with Regulations 16 and 25(8) of theListing Regulations that he meets the criteria of independence aslaid out in Section 149(6) of the Companies Act, 2013 and Regulations16(1)(b) and 25(8) of the Listing Regulations(LODR), 2015 and the same have been taken on record by the Board after undertaking due assessment of the veracity ofthe same.

The criteria for determining qualifications, positive attributes and independence of Directors is provided in theNomination and Remuneration Policy of the Company is available on the website, viz., http://www.gayatrisugars.com/at the web linkhttp://www.gayatrisugars.com/ CorpPolicies.html

All the Independent Directors of the Company have complied with the Code for Independent Directorsprescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent Directors during the Financial Year 2023-24 are available on the website of the Company,http://www.gayatrisugars.com/at the web linkhttp:/ /www.gayatrisugars.com/CorpPolicies.html

Appointments/Re- Appointments:

As per provisions of the Section 152 of the Companies Act, 2013, read with AOA of the company. Mrs.Indira Reddy,retires by rotation at this ensuing AGM and being eligible offer herself for re-appointment.

The resolution for re-appointment of Mrs. TIndira Reddy forms part of the notice convening the ensuing AGM.

Further the term of Mrs. T Sarita Reddy as a Managing Director will expire on 30th April 2025. The Nomination and Remuneration Committee and Board had recommended the reappointment of her for another period of three years effective from 01.05.2025.

Further based on the recommendation of Nomination and Remuneration Committee, the board of directors have appointed Mr. C.V. Rayudu (DIN 03536579) as an Additional Director of the company on August 7, 2024. The term of Mr. P.V. Narayana Rao, (DIN 07378105) will expires on February 10, 2025. The Board has recommended the appointment of Mr. P.V. Narayana Rao (DIN 07378105) as an Independent Director of the company for anohter term of 5 years from February 11, 2025.

Further also the term of 10 years of Mr.T. R. Rajagopalan as an Independent Director will expire on 29th September 2024.

The profile and particulars of experience, attributes and skills of the Directors, recommendations to the shareholders are forming part of the notice convening the AGM.

10. COMMITTEES OF BOARD:

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors has constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committeeand Management committee. The details of Composition and terms of reference of these committees are mentioned in the Corporate Governance Report and available on company website also.

11. POLICY LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE FOR REMUNERATION OF DIRECTORS, KMP & OTHER EMPLOYEES:

The Board, on the recommendations of the Nomination and Remuneration Committee, determines the characteristics, skills and other attributes required for appointment and removal of Directors. For this, the Company hasNomination and Remuneration policy,which is performance driven and is structured to motivateDirectors and Employees,recognize their merits and achievements and promote excellence in their performance.

The salient features of the policy are:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

d) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The above Policy is available on the website of the Company www.gayatrisugars.com/ at the web linkhttp://www.gayatrisugars.com/CorpPolicies.html Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee: Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration of various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on 14.02.2024.

(b) Separate Meeting of Independent Directors: The Independent directors of the Company at its meeting held on 14.02.2024(a) reviewed the performance of the Non-Independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the Company management and the Board etc. All the Independent Directors attended the meeting.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly, the evaluation was made. The Independent directors evaluated the Non-Independent directors.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly, the evaluation was made. The Independent directors evaluated the Non-Independent directors.

The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Non- Executive Directors)is satisfactory, the term of their appointment be continued.

The Independent Directors after review of the performance of the Chairperson decided that the Chairperson has good experience, knowledge and understanding of the Board''s functioning and her performance is excellent. The Independent Directors decided that the information flow between the Company''s Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate Governance structure to fulfil its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.

12. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(b) the directors 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 and loss of the Company for that period;

(c) The directors 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) The directors had prepared the annual accounts on a going concern basis;

(e) Thedirectorshad laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectivelyexcept for the material weakness/deficiency;and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

There are no Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the year.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Company''s website on https://www.gayatrisugars.com/pdf/ yrly/AR%20GSL-2023-24.pdf.

15. STATUTORY AUDITORS AND THEIR REPORT:

Members are aware that the Company has re-appointed M/s. MOS & Associates LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the 27thAnnual General Meeting held on to hold office for a term of five consecutive years from the conclusion of 27thAnnual General Meeting [AGM] till the conclusion of 32ndAnnual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report to the members of the Company on the financial statements for the financial Year endedMarch 31,2024 forming part of this report contains a qualified opinion on estimating the Electricity duty amounting to Rs. 283.99 Lakhs as a Contingent Liabilityand on internal financial control over the financial reporting as per note No. 27.2 forming part of the financial statements. In the event of an un-favourable verdict/outcome in this matter, the Management based on the Supreme Court''s interim orders and considering the inherent uncertainty in predicting the final outcome of the above litigation estimates the impact of the potential liability to be Rs. 170 lakhs.

16. INTERNAL AUDITORS:

As per the provisions of Section 138 of the Companies Act, 2013 read with the rules made there under, the Company has appointed M/s. PPKG & Associates as internal auditors to conduct the audit for the FY 2023-24. The Internal Auditor shall present the report to Audit Committee directly.

17. SECRETARIAL AUDIT:

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mrs.T Durga Pallavi, Practicing Company Secretary to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended March 31,2024 in Form No MR-3 is annexed to the Directors Report as Annexure - I and forms part of this Report. The Secretarial Auditors'' Report to the Members of the Company for the Financial Year ended March 31,2024 does not contain any qualification(s) or adverse observations.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec. 134(3)(m) of the Companies Act 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

The Company has already installed the required energy conservation equipments and hence no additions were made during the year.

ii) Step taken by the Company for utilizing alternate source of energy:

The company doesn''t have alternative source of Energy, since the Company has Co-gen power facility.

iii) Capital investment on energy conservation equipments:

During the year no investment was made towards energy conservation equipments.

B. Technology Absorption:

i) Efforts made towards Technology Absorption:

Certain modification were undertaken to reduce power Consumption in earlier financial year. In the current year no such requirement was there.

ii) The benefit derived like product improvement, cost reduction, product development or import substitution, etc.

The benefit derived is same as the earlier year.

iii) Details of Technology imported during the last 3 years reckoned from the beginning of the financial year:

During the period of last three years, there was no import of Technology.

iv) Expenditure incurred on Research & Development:

There was no expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company''s internal control system is aimed at proper utilisation and safeguarding of the Company''s resources and promoting operational efficiency. The internal audit process reviews the in-system checks, covering significant operational areas regularly.

The Company''s Audit Committee is responsible for reviewing the Audit Report submitted by the Internal Auditors. Suggestions for improvements are considered and the Audit Committee follows up on the implementation of corrective actions. The Audit Committee also invites the Statutory and Internal Auditors for regular meetings to ascertain their views on the adequacy of internal control systems and keeps the Board of Directors informed of its observations from time to time.

The statutory auditors had a qualified opinion on the Internal financial controls over the financial reporting stating that material weakness has been identified as at March 31, 2024 in the Company relating to deficiency in internal financial controls over financial reporting in respect of management assessment of estimating potential liability relating to disputed matter as per Note No. 28.16 forming part of financial statements.

The Management conducted an assessment of the effectiveness of the internal control over financial reporting using the criteria established by the Company considering the essential components of internal control 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 this assessment, Management is of the view that based on Supreme Court''s interim orders and considering the inherent uncertainty in predicting the final outcome of the above litigations estimates the impact of potential liability to be Rs. 170 Lakhs.

20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVENAND SECURITIES PROVIDED:

Particulars of loans, guarantees given and investments made during the year under review

in accordance with section 186 of the Companies Act, 2013 is annexed to this report as Annexure - II.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report as Annexure -III.

22. RISK MANAGEMENT:

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

23. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatrisugars.com/Investors/Corporate Governance/Policies

24. DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review. Further the Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

25. CORPORATE SOCIAL RESPONSIBILTY ("CSR"):

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, read with schedule VII, The Board of Directors constituted Corporate Social Responsibility Committee at Board Meeting held on August 14, 2017. The details of the Committee are given in Corporate Governance Report (Annexure V).Since, the Company is having average negative profits in the immediately preceding three years, not required to spend any amount towards CSR. However, the Company has adopted Corporate Social Responsibility Policy. The CSR policy is available on the website of the Company www.gayatrisugars.com. The details on CSR policy and activities is presented in the Annexure-IV.

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

Demand of Rs. 1,38,81,669/- was raised by the Commissioner of Customs, Central Excise & Service Tax, Hyderabad-1 Commissionarate, being the amount equal to 10% or 5% of the value of Exempted goods i.e. Electricity sold by the company for the period Nov-2006

to Dec-2010 in the case of Kamareddy Unit of Rs. 58.53 Lakhs and for the period Mar-2006 to Mar-2012 in the case of Nizamsagar Unit of Rs. 80.29 Lakhs both put together Rs 138.82 Lakhs.

The Customs, Excise and Service Tax Appellate Tribunal, Regional Bench at Hyderabad has set aside the impugned order for Excise Duty demand of Rs. 58.53 Lakhs relating to Kamareddy Unit of the Company.

The Customs, Excise and Service Tax Appellate Tribunal, Regional Bench at Hyderabad yet to hear relating to Nizamsagar Unit Demand of Rs 80.29 Lakhs.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

After clousure of the Financial year, the Company has alloted 13,99,996 equity shares upon conversion of warrants on 12-07-2024.

Other than the mentioned above there were no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

28. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

During the period under review, there was no revision of financial statement or the Report

29. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The policy on dealing with Related Party Transactions is disseminated on the website of the company at http://www.gayatrisugars.com/CorpPolicies.html

All the related party transactions by the Company during the year 2023-24 were on an arms'' length basis and were in the ordinary course of business and as such the provisions of section 188 are not attracted. There are no materially significant Related Party Transactions with Promoters, Directors, Key Managerial Persons or other designated persons during the year.

The details of Related Party Transactions entered by the Company in the ordinary course of Business at arm''s length basis are detailed in the notes forming part of the financial statements.

30. DEPOSIT:

During the year, your Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on Balance Sheet date. Further, the Company has received an amount of Rs. 2,295 lakhs from related parties as Inter corporate deposits which are exempted from the definition of Deposit. The outstanding unsecured loan balances which were exempted from the definition of Deposit as on 31st March 2024 is Rs. 5,452.08lakhs (including Term Loan from Sugar Development Fund).

31. DISCLOSURE ABOUT COST AUDIT:

As per section 148 of the Companies Act, 2013 and rule 14 of the Companies (Audit and Auditors) Rules, 2014, Company is required to appoint Cost Auditor. The Board of directors and the Audit Committee of the Board has approved the appointment of M/s. Narasimha Murthy & Co., as Cost Auditor to audit the cost records of Sugar, Power and Distillery

division of the Company for the financial year 2024-25and the remuneration payable to them for the Financial Year 2024-25 is subject to ratification by the shareholders of the Company.

Further as per section 148(1) of the Companies Act, 2013 read with Companies (Accounts) Amendment Rules, 2018, maintenance of cost records as specified by the Central Government under sub section (1) of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report as Annexure -V. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.

33. PARTICULARS OF EMPLOYEES:

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - VI and forms part of this Report.

34. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE Limited where the Company''s Shares are listed.

35. FRAUD REPORTING:

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act,2013 and the Rules framed thereunder, either to the Company or to the Central Government.

36. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL).

37. SECRETARIAL STANDARDS:

The Company has in place proper system to ensure compliance with provisions of the applicableSecretarial Standards issued by The Institute of Company Secretaries of India and such system are adequate and operating effectively.

38. AWARDS AND ACCOLADES:

The company bagged the following Awards from South India Sugar Cane and Sugar Technologists Association (SISSTA) for the past years from 2012-13 onwards:

Year	Category	Award
2023-24	Best Sugar Cane Development	Golden Award
2023-24	Best Co-Generation	Platinum Award
2023-24	Best Technical Efficiency	Golden Award
2022-23	Best Sugar Cane Development	Golden Award
2022-23	Best Co-Generation	Platinum Award
2022-23	Best Technical Efficiency	Golden Award
2021-22	Best Sugar Cane Development	Golden Award
2021-22	Best Co-Generation (Kamareddy Unit)	Golden Award
2021-22	Best Technical Efficiency	Silver Award
2021-22	Best Distillery Performance	Silver Award
2021-22	Best Co-Generation (Nizamsagar Unit)	Silver Award
2018-19	Best Technical Efficiency	Platinum Award
2018-19	Best Sugar Cane Development	Platinum Award
2018-19	Best Co-Generation	Golden Award
2017-18	Best Cogeneration	Platinum Award
2017-18	Best Technical Efficiency	Golden Award
2015-16	Best Cogeneration	Platinum Award
2014-15	Best Cogeneration	Platinum Award
2014-15	Best Technical Efficiency	Silver Award
2014-15	Best Sugarcane Development	Silver Award
2012-13	Best Cogeneration	Platinum Award
2012-13	Best Sugarcane Development	Golden Award
2012-13	Best Technical Efficiency	Silver

39. Other Disclosures:

a. There are no proceedings initiated/pending against Your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

b. There were no instances where Your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

c. There were no failure instances occurred to implement corporate actions

d. No delay in holding the annual general meeting

e. The shares of the Company have been listed and traded on the BSE Limited. The securities of Company have not been suspended from trading on BSE Limited.

40. ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Banks, Central and State Governments, the Companies'' valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

sd/- sd/-

(T. SARITA REDDY) (T.V. SANDEEP KUMAR REDDY)

Place: Hyderabad Managing Director Vice Chairman & Director

Date: August 07, 2024 DIN: 00017122 DIN: 00005573

---

Mar 31, 2023

Your Directors have pleasure in presenting this 28th (Twenty Eighth) Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE : Your Company''s financial performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021_-22 is summarized below_:-

Particulars	2022-23	2021-22
Gross Income	38,831.38	36,069.66
Profit/(Loss) Before Interest, Depreciation and Exceptional Item	6,618.01	2,735.16
Finance Charges	2,388.64	2,530.47
Gross Profit/(Loss) before Depreciation and Exceptional Item	4,229.37	204.69
Provision for Depreciation	797.18	1,046.78
Net Profit(Loss) Before Tax and Exceptional Item	846.69	(842.09)
Exceptional Item	2,585.50	-
Provision for Tax	-	-
Net Profit/(Loss) After Tax	3,432.19	(918.12)
Balance of Profit/(Loss) carried forward	(17,092.61)	(20,524.80)
Balance available for appropriation	(16,789.20)	(20,593.13)
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Deficit carried to Balance Sheet	(16,789.20)	(20,593.13)

2. REVIEW OF OPERATIONS:

Your Directors are pleased to report that during the year under review, the Company crushed 8.47 Lakhs Tones of Sugar cane and 9.53 Lakhs Quintals of Sugar was bagged with an average recovery of 11.27% and 37,870 tonnes of Molasses was produced. The distillery unit produced 90.40 Lakh litres of Ethanol and Impure Spirit.

The Company registered gross revenue of Rs. 38,831.38 Lakhs for the year ended 31st March, 2023 against Rs. 36,069.96 Lakhs for the year ended 31st March, 2022. For the year 2022-23, the company earned EBITDA of 4,032.51 Lakhs before Interest, Depreciation compared to the the previous year 2021-22 EBITDA of Rs. 2,735.16 Lakhs. For the financial year 2022-23, the Company earned a net profit of Rs. 3,432.19 Lakhs compared to the net loss of Rs. 842.09 Lakhs of previous year. The Company registered an increase of 7.66% in turnover as compared to previous years.

i) PROSPECTS FOR THE FINANCIAL YEAR 2023-24:

Estimating sugar production for the upcoming Crushing Season relevant to Financial Year 2023-24 is challenging at this early stage due to delayed monsoon and uncertain underground water availability.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business of the Company.

4. DIVIDEND:

As the Company has accumulated losses as at 31st March, 2023, the Directors could not recommend dividend on Preference Shares and also on Equity Shares.

5. SHARE CAPITAL:

• Total Number of Equity Shares : 4,37,03,643; and

• Total Number of Preference Shares: 4,11,47,023

Further during the financial year 2022-23, No change in the share capital of the company.

After closure of the Financial Year, members are aware that the Company has taken approval for Increase in Authorised Share Capital of the Company from Rs. 110,00,00,000/- (Rupees One Hundred and Ten Crores Only) divided into Rs. 65,00,00,000/- (Rupees Sixty-Five Crores Only) divided into 6,50,00,000 (Six Crores Fifty Lakhs) equity shares of Rs. 10/-each and Rs. 45,00,00,000/- (Rupees Forty-Five Crores Only) divided into 4,50,00,000 (Four Crores Fifty Lakhs) Preference Shares of Rs.10 each to Rs. 145,00,00,000/- (Rupees One Hundred Forty Five Crores only) divided into Rs.100,00,00,000/- (Rupees One Hundred Crores Only) divided into 10,00,00,000 (Ten Crores) equity shares of Rs. 10/- each, and Rs. 45,00,00,000 (Rupees Forty Five Crores Only) divided into 4,50,00,000 (Four Crores Fifty Lakhs) Preference Shares of Rs.10 each.

Further, The company has issued and allotted 3,38,00,000 Share Warrants to the nonpromoter group, each carrying the entitlement to subscribe to an equivalent number of Equity Shares with a face value of Rs. 10/- (Rupees Ten Only) per share. The subscription amount per warrant is Rs. 2.50 (Rupees Two and Fifty Paise Only), resulting in a total aggregation of Rs. 8,45,00,000/- (Rupees Eight Crores Forty-Five Lakhs). Furthermore, the company has received the remaining subscription balance of Rs. 7.50/- (Rupees Seven and Fifty Paise only) each on 38,33,333 share warrants from some of the warrant holders, in terms of the issue. Accordingly, on 12.07.2023, the company has allotted 38,33,333 equity shares of face value of Rs. 10/- each to the warrant holder who remitted the full subscription amount.

Further also, the Company has converted 1,10,00,000- 6% optionally convertible preference shares in to same number of equity shares of Rs. 10/- each to the promoter group.

As a result of the above allotments, the equity Issued Capital has been increased from Rs. 43,70,36,430/- to Rs. 58,53,69,760/-. And Subscribed and Fully-Paid-Up Capital of the Company has been increased from Rs. 43,69,73,680/- to Rs. 58,53,07,010/-.

Due to the conversion of 1,10,00,000- 6% optionally convertible preference shares into equity shares, preference share capital has been reduced from Rs. 41,14,70,230/- to Rs. 30,14,70,230/-. As a result of which the paid up share capital including preferential share capital of the Company has been increased to Rs. 88,67,77,240/-

The Company has made an application for listing of the newly allotted equity shares with BSE Limited.

Issue of equity shares with differential rights:

During the period under review, the Company hadn''t issued equity shares with differential rights.

Issue of Sweat Equity Shares

During the period under review, the Company hadn''t issued sweat equity shares.

Details of Employee Stock Options

During the period under review, the Company hadn''t issued stock options to the employees of the Company.

6. BOARD MEETINGS:

During the Financial Year ended 31st March, 2023, the Board of Directors of your Company met 04 (Four) times on 27th May 2022, 4th August 2022, 11th November 2022 and 13th February 2023. The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 read with relevant notifications.

7. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to reserves during the Financial Year ended 31st March, 2023.

8. TRANSFER OF UNCLAIMED DIVIDEND :

There is no Un-claimed dividend to be transferred to IEPF (Investor Education and Protection Fund).

9. KEY MANAGERIAL PERSONNEL AND DIRECTORS:

The following are the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013, as on 31st March, 2023:

1. Mrs. T. Sarita Reddy, Managing Director

2. Mr. V. R. Prasad, Chief Financial Officer

3. Mrs. D S V R Susmitha, Company Secretary & Compliance Officer

During the year Mr. Lalit Kumar Thanvi has resigned as a Company Secretary on 5th January 2023 and Mrs. D S V R Susmitha has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. on 1st March. 2023.

Independent Directors declaration:

All the Independent Directors of your Company, viz., Mr. T. R. Rajagopalan, Mr. Raghuraj Suresh Bhalerao, and Mr. Venkata Narayana Rao Paluri have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, in terms of the provisions of amended Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 201 3, read with Regulations 16 and 25(8) of the Listing Regulations that he meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 and Regulations 16(1 )(b) and 25(8) of the Listing Regulations(LODR), 2015 and the same have been taken on record by the Board after undertaking due assessment of the veracity of the same.

The criteria for determining qualifications, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the website, viz., http://www.gayatrisugars.com/ at the web link http:// www.gayatrisugars.com/CorpPolicies.html

All the Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent Directors are available on the website of the Company, http://www.gayatrisugars.com/ at the web link http://www.gayatrisugars.com/ CorpPolicies.html

Re-appointments:

As per provisions of the Section 152 of the Companies Act, 201 3 read with AOA of the company, Mr. T V Sandeep Kumar Reddy retires by rotation at this ensuing AGM and being eligible offers himself for re-appointment.

The resolution for re-appointment of Mr. T V Sandeep Kumar Reddy forms part of the notice convening the ensuing AGM.

The profile and particulars of experience, attributes and skills of the Directors is forming part of the notice convening the AGM.

10. COMMITTEES OF BOARD:

to requirement under Companies Act, 201 3 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors has constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Management committee. The details of Composition and terms of reference of these committees are mentioned in the Corporate Governance Report and available on company website also.

11. POLICY LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE FOR REMUNERATION OF DIRECTORS, KMP & OTHER EMPLOYEES:

The Board, on the recommendations of the Nomination and Remuneration Committee, determines the characteristics, skills and other attributes required for appointment and removal of Directors. For this, the Company has Nomination and Remuneration policy, which is performance driven and is structured to motivate Directors and Employees, recognize their merits and achievements and promote excellence in their performance.

The salient features of the policy are:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

d) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The above Policy is available on the website of the Company www.gayatrisugars.com/ at the web link http://www.gayatrisugars.com/CorpPolicies.html Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 201 3 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee: Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration of various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on 13.02.2023.

(b) Separate Meeting of Independent Directors: The Independent directors of the Company at its meeting held on 13.02.2023 (a) reviewed the performance of the Non-Independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the Company management and the Board etc. All the Independent Directors attended the meeting.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly, the evaluation was made. The Independent directors evaluated the Non-Independent directors.

The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Non- Executive Directors) is satisfactory, the term of their appointment be continued.

The Independent Directors after review of the performance of the Chairperson decided that the Chairperson has good experience, knowledge and understanding of the Board''s functioning and her performance is excellent. The Independent Directors decided that the information flow between the Company''s Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate Governance structure to fulfil its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.

12. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(b) the directors 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 and loss of the Company for that period;

(c) The directors 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) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively except for the material weakness/deficiency; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

There are no Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the year.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2023 is available on the Company''s website on https://www.gayatrisugars.com/pdf/ yrly/AR%20GSL-2022-23.pdf.

15. STATUTORY AUDITORS AND THEIR REPORT:

Members are aware that the Company has re-appointed M/s. MOS & Associates LLP, Chartered Accountants as Statutory Auditors of the Company at the 27th Annual General Meeting held on 26th September 2022 to hold office for another term of five consecutive years from the conclusion of 27th Annual General Meeting till the conclusion of 32nd

Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report to the members of the Company on the financial statements for the financial Year ended March 31,2023 forming part of this report contains a qualified opinion on estimating the Electricity duty amounting to Rs. 283.99 Lakhs as a Contingent Liability and on internal financial control over the financial reporting as per note No. 27.16 forming part of the financial statements. In the event of an un-favourable verdict/outcome in this matter, the Management based on the Supreme Court''s interim orders and considering the inherent uncertainty in predicting the final outcome of the above litigation estimates the impact of the potential liability to be Rs. 1 70 lakhs.

16. INTERNAL AUDITORS:

As per the provisions of Section 1 38 of the Companies Act, 201 3 read with the rules made there under, the Company has appointed M/s. PPKG & Co., as internal auditors to conduct the internal audit for the FY 2022-23. The Internal Auditors shall present the report to Audit Committee directly.

17. SECRETARIAL AUDIT:

per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mrs. T Durga Pallvi, Practicing Company Secretary to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended March 31, 2023 in Form No MR-3 is annexed as Annexure - I to this Report. The Secretarial Auditors'' Report to the Members of the Company for the Financial Year ended March 31,2023 does not contain any qualification(s) or adverse observations. Further M/s. VVSK & Associates; Company Secretaries has given Secretarial Compliance Report under Regulation 24(A) of SEBI (LODR) Regulations, 2015 for the year ended 31st March 2023.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec. 134(3)(m) of the Companies Act 201 3 and Rule 8(3) of Companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

The Company has already installed the required energy conservation equipments and hence no additions were made during the year.

ii) Step taken by the Company for utilizing alternate source of energy:

The company doesn''t have alternative source of Energy, since the Company has Co-gen power facility.

iii) Capital investment on energy conservation equipments:

During the year no investment was made towards energy conservation equipments.

B. Technology Absorption:

i) Efforts made towards Technology Absorption:

Certain modification were undertaken to reduce power Consumption in earlier financial year. In the current year no such requirement was there.

ii) The benefit derived like product improvement, cost reduction, product development or import substitution, etc.

The benefit derived is same as the earlier year.

iii) Details of Technology imported during the last 3 years reckoned from the beginning of the financial year:

During the period of last three years, there was no import of Technology.

iv) Expenditure incurred on Research & Development:

There was no expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company''s internal control system is aimed at proper utilisation and safeguarding of the Company''s resources and promoting operational efficiency. The internal audit process reviews the in-system checks, covering significant operational areas regularly.

The Company''s Audit Committee is responsible for reviewing the Audit Report submitted by the Internal Auditors. Suggestions for improvements are considered and the Audit Committee follows up on the implementation of corrective actions. The Audit Committee also invites the Statutory and Internal Auditors for regular meetings to ascertain their views on the adequacy of internal control systems and keeps the Board of Directors informed of its observations from time to time.

The statutory auditors had a qualified opinion on the Internal financial controls over the financial reporting stating that material weakness has been identified as at March 31, 2023 in the Company relating to deficiency in internal financial controls over financial reporting in respect of management assessment of estimating potential liability relating to disputed matter as per Note No. 27.16 forming part of financial statements.

The Management conducted an assessment of the effectiveness of the internal control over financial reporting using the criteria established by the Company considering the essential components of internal control 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 this assessment, Management is of the view that based on Supreme Court''s interim orders and considering the inherent uncertainty in predicting the final outcome of the above litigations estimates the impact of potential liability to be Rs. 170 Lakhs.

20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans, guarantees given and investments made during the year under review in accordance with section 186 of the Companies Act, 2013 is annexed as Annexure - II to this report.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure -III to this report.

22. RISK MANAGEMENT:

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

23. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 1 77 of the Companies Act, 201 3 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatrisugars.com/Investors/Corporate Governance/Policies

24. DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review. Further the Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

25. CORPORATE SOCIAL RESPONSIBILTY ("CSR"):

to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, read with schedule VII, The Board of Directors constituted Corporate Social Responsibility Committee at Board Meeting held on August 14, 2017. The details of the Committee are given in Corporate Governance Report (Annexure V). Since, the Company is having average losses in the immediately preceding three years, not required to spend any amount towards CSR. However, the Company has adopted Corporate Social Responsibility Policy. The CSR policy is available on the website of the Company www.gayatrisugars.com. The details on CSR policy and activities are annexed as Annexure-IV to this report.

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

Demand of Rs. 1,38,81,669/- was raised by the Commissioner of Customs, Central Excise & Service Tax, Hyderabad-1 Commissionarate, being the amount equal to 10% or 5% of the value of Exempted goods i.e. Electricity sold by the company for the period Nov-2006 to Dec-2010 in the case of Kamareddy Unit of Rs. 58.53 Lakhs and for the period Mar-2006 to Mar-2012 in the case of Nizamsagar Unit of Rs. 80.29 Lakhs both put together Rs 138.82 Lakhs.

The Customs, Excise and Service Tax Appellate Tribunal, Regional Bench at Hyderabad has set aside the impugned order for Excise Duty demand of Rs. 58.53 Lakhs relating to Kamareddy Unit of the Company.

The Customs, Excise and Service Tax Appellate Tribunal, Regional Bench at Hyderabad yet to hear relating to Nizamsagar Unit Demand of Rs 80.29 Lakhs.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE YEAR

During the year the company had requested Preference Share Holders for waiver of the right to receive dividends till 31.03.2023 and the same was favourably considered by the Preference shareholders and approved. Based on the nature of the event the company has recognised the said waiver of Rs. 1671.27 Lakhs as an exceptional item.

The Term Loan from Sugar Development Fund has been restructured with effect from 20.05.2022 (i.e. date of issue of Administrative Approval) in the form of capitalisation of balance interest of Rs. 1,654.15 Lakhs accrued upto 20.05.2022 along with the principal amount of Rs. 1,991.60 Lakhs and waiver of additional interest in full. Considering the nature of the event the company has recognised the waiver of the additional interest of Rs. 914.23 lakhs as an exceptional item.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

The Company has initiated the process of raising funds of Rs. 4,150.00 Lakhs by way of issue of equity warrants on a preferential basis, to arrange the working capital requirements of the company and general corporate purpose. This will enable the company to have better cash flows and the Board of Directors of the company vide their meeting on 1 st May 2023 based on the request of Holders of 6% Optionally Convertible Redeemable Preference Shares i.e., T.S.R Holdings Private Limited and Gayatri Fin-Holdings Private Limited have approved the conversion of Preference Shares to Equity Shares and the same is subject to the Statutory Approvals. Out of the above offered warrants for raising of Rs. 4,150 lakhs, the subscribers have subscribed 3,38,00,000 warrants and the Company has received an amount of Rs. 1,132.50 lakhs including fully subscription of 38,33,333 warrants and the same be converted into equity shares. As per the in-principle approval received from BSE Limited, the Company has converted 1,10,00,000- 6% Optionally Convertible Redeemable Preference Shares into same number of equity shares. The Company has made an application for listing of the newly allotted equity shares.

The management of the company is of the view that these factors along with the fact that the company has made a profit during the year will help the company to improve its future operational and financial position.

Other than the mentioned above there were no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

29. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT :

During the period under review, there was no revision of financial statement or the Report

30. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The policy on dealing with Related Party Transactions is disseminated on the website of the company at http://www.gayatrisugars.com/CorpPolicies.html

All the related party transactions by the Company during the year 2022-23 were on an arms'' length basis and were in the ordinary course of business and as such the provisions of section 188 are not attracted. There are no materially significant Related Party Transactions with Promoters, Directors, Key Managerial Persons or other designated persons during the year.

The details of Related Party Transactions entered by the Company in the ordinary course of Business at arm''s length basis are detailed in the notes forming part of the financial statements.

31. DEPOSIT:

During the year, your Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on Balance Sheet date. Further, the Company has received an amount of Rs. 1252.80 lakhs from Mrs. T Sarita Reddy Managing Director which is exempted from the definition of Deposit. The outstanding unsecured loan balances which were exempted from the definition of Deposit as on 31st March 2023 is Rs. 5,452.08 lakhs (including Term Loan from Sugar Development Fund).

32. DISCLOSURE ABOUT COST AUDIT:

As per section 148 of the Companies Act, 2013 and rule 14 of the Companies (Audit and Auditors) Rules, 2014, Company is required to appoint Cost Auditor. The Board of directors and the Audit Committee of the Board has approved the appointment of M/s. Narasimha Murthy & Co., as Cost Auditor to audit the cost records of Sugar, Power and Distillery division of the Company for the financial year 2023-24 and the remuneration payable to them for the Financial Year 2023-24 is subject to ratification by the shareholders of the Company.

Further as per section 148(1) of the Companies Act, 2013 read with Companies (Accounts) Amendment Rules, 2018, maintenance of cost records as specified by the Central Government under sub section (1) of the Companies Act, 201 3, is required by the Company and accordingly such accounts and records are made and maintained.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is annexed as Annexure -V to this report. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.

34. PARTICULARS OF EMPLOYEES:

in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the

Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company. ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure - VI to this Report.

35. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Limited where the Company''s Shares are listed.

36. FRAUD REPORTING:

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed there under, either to the Company or to the Central Government.

37. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

38. SECRETARIAL STANDARDS:

Company has in place proper system to ensure compliance with provisions of the applicable Secretarial Standards issued by The Institute of Company Secretary of India and such system are adequate and operating effectively.

39. AWARDS AND ACCOLADES:

The company bagged the following Awards from South India Sugar Cane and Sugar Technologists Association (SISSTA) for the past years from 2012-13 onwards:

Year	Category	Award
2021-22	Best Sugar Cane Development	Golden Award
2021-22	Best Co-Generation (Kamareddy Unit)	Golden Award
2021-22	Best Technical Efficiency	Silver Award
2021-22	Best Distillery Performance	Silver Award
2021-22	Best Co-Generation (Nizamsagar Unit)	Silver Award
2018-19	Best Technical Efficiency	Platinum Award
2018-19	Best Sugar Cane Development	Platinum Award
2018-19	Best Co-Generation	Golden Award
2017-18	Best Cogeneration	Platinum Award
2017-18	Best Technical Efficiency	Golden Award
2015-16	Best Cogeneration	Platinum Award
2014-15	Best Cogeneration	Platinum Award
2014-15	Best Technical Efficiency	Silver Award
2014-15	Best Sugarcane Development	Silver Award
2012-13	Best Cogeneration	Platinum Award
2012-13	Best Sugarcane Development	Golden Award
2012-13	Best Technical Efficiency	Silver

40. Other Disclosures:

a. There are no proceedings initiated/pending against Your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

b. There were no instances where Your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

c. There were no failure instances occurred to implement corporate actions

d. No delay in holding the annual general meeting

e. The shares of the Company have been listed and traded on the BSE Limited. The securities of Company have not been suspended from trading on BSE Limited.

41. ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

sd/- sd/-

(T. SARITA REDDY) (T.V. SANDEEP KUMAR REDDY)

Place: Hyderabad Managing Director Vice Chairman & Director

Date: August 07, 2023 DIN: 0001 7122 DIN: 00005573

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Mar 31, 2017

DIRECTORS'' REPORT

To the Member(s),

The Directors have pleasure in presenting before you the 22^nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS :

Your Directors are happy to report the operational results of the Company for the year ended 31^st March 2017, the details of which are as under:

(Rupees in Lakhs)

Particulars	2016-17	2015-16
Gross Income	24,777.79	25,457.12
Profit/(Loss) Before Interest, Depreciation and Exceptional Item	3,983.33	1,748.60
Finance Charges	2,059.75	2,344.52
Gross Profit/(Loss) before Depreciation and Exceptional Item	1,923.91	(595.92)
Provision for Depreciation	993.66	983.57
Net Profit(Loss) Before Tax and Exceptional Item	929.92	(1,579.49)
Exceptional Item	150.47	227.40
Provision for Tax	—	—
Net Profit/(Loss) After Tax	1,080.39	(1,352.09)
Balance of Profit/(Loss) brought forward	(13,884.97)	(12,532.88)
Add: Depreciation on transition to schedule II of the Companies Act, 2013 on tangible fixed assets
Balance available for appropriation	(12,804.58)	(13,884.97)
Proposed Dividend on Equity Shares	—	—
Tax on proposed Dividend	—	—
Transfer to General Reserve	—	—
Deficit carried to Balance Sheet	(12,804.58)	(13,884.97)

REVIEW OF OPERATIONS:

Performance during the financial year 2016-17:

Your Directors are pleased to report that during the year under review, the Company crushed 2.09 Lakh Tonnes of Sugar cane and 2.33 Lakh Quintals of Sugar was produced with an average recovery of 11.12%.

The Company registered a gross turnover of Rs, 24,777.79 Lakhs for the year ended 31^st March, 2017 against Rs, 25,457.12 Lakhs for the year ended 31^st March, 2016. For the year 2016-17, the Company earned profit of Rs, 3,983.33 Lakhs before Interest, Depreciation and Exceptional item compared to the profit of Rs, 1,748.60 Lakhs for the previous year 2015-16 and earned net profit of Rs,1,080.39 Lakhs compared to the net loss of Rs,1,352.09 Lakhs of previous year.

Prospects for the financial year 2017-18:

It is too early to estimate the sugar production for 2017-18 sugar season but good sowing reports and good water availability are indicating good sugar production for 2017-18 season compared to the 2016-17 actual production of 203 lakh tonnes.

2. ALLOTMENT OF 4% SECURED, UNLISTED NON-CONVERTIBLE DEBENTURES:

The Company has allotted 4% Secured, Unlisted Non-Convertible Debentures (NCD''S) on Private Placement basis by way of conversion of outstanding Right of Recompense (ROR) amount of Rs. 695.05 Lakhs payable to the Banks pursuant to the special resolution passed by the shareholders by way of Postal Ballot.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business of the Company.

4. DIVIDEND:

As the Company has accumulated losses as at 31^st March, 2017, the Directors could not recommend dividend on Preference Shares and also on Equity Shares.

5. BOARD MEETINGS:

During the Financial year 2016-17, the Board met 6 (six) times on 20.05.2016, 13.08.2016, 29.08.2016, 11.11.2016, 16.12.2016 and 10.02.2017.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year under review, there was an casual vacancy due to demise of Sri. S. Venkataswamy, Independent Director of the Company and Mr. Raghuraj Suresh Bhalerao was appointed as an Independent Director to fill the casual vacancy by the Board of Directors in their meeting held on 11^th November, 2016, subject to the approval of shareholders in the Annual General Meeting.

There was no change in the composition of Key Managerial Personnel.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

7. COMMITTEES OF BOARD:

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors has constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. The details of Composition and terms of reference of these committees are mentioned in the Corporate Governance Report.

8. POLICY LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE FOR REMUNERATION OF DIRECTORS, KMP & OTHER EMPLOYEES:

Remuneration policy of the Company is performance driven and is structured to motivate Employees. Recognize their merits and achievements and promote excellence in their performance. The Nomination Remuneration and Evaluation Policy of the Company is enclosed as Annexure-I of this report.

Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee: Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on 10.02.2017.

The Nomination and Remuneration Committee decided that since the performance of the directors has been excellent, it is decided to continue with the term of the directors and Managing Director.

(b) Separate Meeting of Independent Directors: The Independent directors of the Company at its meeting held on 10.02.2017 (a) reviewed the performance of the Non-Independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the Company management and the Board. All the Independent Directors attended the meeting.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly, the evaluation was made. The Independent directors evaluated the Non-Independent directors.

The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director) is excellent, the term of their appointment be continued.

The Independent Directors after review of the performance of the Chairperson decided that the Chairperson has good experience, knowledge and understanding of the Board''s functioning and her performance is excellent. The Independent Directors decided that the information flow between the Company''s Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate Governance structure to fulfill its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.

9. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(b) the directors 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 and loss of the Company for that period;

(c) the directors 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) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively except for the material weakness/deficiency.

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

10. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

There are no Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the year.

11. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 as a part of this Annual Report in Annexure II.

12. STATUTORY AUDITORS AND THEIR REPORT:

The Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and they have expressed their unwillingness for re-appointment. M/s. MOS & Associates LLP, Chartered Accountants are being appointed for a period of five years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 27^th AGM. Your Board of Directors have recommended the appointment of M/s. MOS & Associates based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual general meeting for a term of five years till the conclusion of the 27^th AGM.

The Auditors Report to the members of the Company on the financial statements for the financial Year ended 31^st March 2017 forming part of this report contain a qualified opinion on the Internal financial controls over the financial reporting stating that material weakness has been identified as at March 31, 2017 in the Company relating to deficiency in internal financial controls over financial reporting in respect of certain differences between subsystems/sub-ledgers with the General Ledger between various accounting systems and on assessment of estimating potential liability relating to a disputed matter.

13. SECRETARIAL AUDIT:

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mr. Y. Koteswara Rao, Practicing Company Secretary to conduct Secretarial Audit of the records and documents of the Company The Secretarial Audit Report for the Financial Year ended 31^st March, 2017 in Form No MR-3 is annexed to the Directors Report as Annexure - III and forms part of this Report. The Secretarial Auditors'' Report to the Members of the Company for the Financial Year ended March 31, 2017 does not contain any qualification(s) or adverse observations.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec. 134(3)(m) of the Companies Act 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

a) Harmonic filters were installed to stabilize power supply thereby to improve the efficiency of the mills.

b) Steam saving equipment installed to utilize heat energy from condensate water and evaporator vapours.

ii) Step taken by the Company for utilizing alternate source of energy:

The company doesn''t have alternative source of Energy, since the Company has Co-gen power facility.

iii) Capital investment on energy conservation equipments:

During the year, there was Rs, 39.50 Lakhs investment on energy conservation equipment.

B. Technology Absorption:

i) Efforts made towards Technology Absorption:

DC drives were changed to reduce the Power consumption.

ii) The benefit derived like product improvement, cost reduction, product development or import substitution, etc.

Benefit derived by changing the DC drives will be approximately Rs, 7.5 Lakhs.

iii) Details of Technology imported during the last 3 years reckoned from the beginning of the financial year:

During the period of last three years, there was no import of Technology.

iv) Expenditure incurred on Research & Development:

There was no expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL

15. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company''s internal control system is aimed at proper utilisation and safeguarding of the Company''s resources and promoting operational efficiency. The internal audit process reviews the in-system checks, covering significant operational areas regularly.

The Company''s Audit Committee is responsible for reviewing the Audit Report submitted by the Internal Auditors. Suggestions for improvements are considered and the Audit Committee follows up on the implementation of corrective actions. The Audit Committee also invites the Statutory and Internal Auditors for regular meetings to ascertain their views on the adequacy of internal control systems and keeps the Board of Directors informed of its observations from time to time.

The statutory auditors had a qualified opinion on the Internal financial controls over the financial reporting stating that material weakness has been identified as at March 31, 2017 in the Company relating to deficiency in internal financial controls over financial reporting in respect of certain reconciliations between various accounting systems and on assessment of estimating potential liability relating to a disputed matter.

The Company uses various subsystems, the output from which is being used for accounting in the financial package maintained by the Company. Consequent to certain deficiencies in IT General and Application controls in the software platforms used for financial reporting, there were differences in balances between sub-systems / sub- ledgers with the general ledger, which have been manually reconciled by the Company. Whilst necessary adjustment entries were passed in the books of account for the year ended 31^st March 2017, and these material weakness did not affect on the financial statements, except assessment of estimating the liability on a disputed matter. The management is of the view that the Electricity Duty payable on Captive Consumption is a contingent in nature and no provision is required to be made.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

LOANS:

The Company has not given any loans during the year under review.

GUARANTEES:

After the closure of Financial year and as on the date of Board''s Report the Company has extended the following guarantees :

S. No.	Name of the Entity	Details
1.	Telangana Grameena Bank	Corporate Guarantee for the Term Loan up to a limit of Rs, 1.00 Lakh to each farmer sanctioned to the Cane Growers / Cane Suppliers.
2.	Jain Irrigation Systems Limited	Corporate Guarantee for Rs, 0.90 Crs on behalf of the cane suppliers for the purchase of PVC Pipes and Drip Irrigation Equipment by cane suppliers.

The Guarantees given by the Company for availing loans from the Banks is not considered, since the liability is already appearing in the Books of Accounts.

INVESTMENTS:

The Company has not made any investments during the period under review.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is annexed which forms part of this Report as Annexure -IV.

18. RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatrisugars.com/Investors/Corporate Governance/Policies.

20. DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

21. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy but the Company is involved in some of the social activities like organizing health camps, providing drinking water facility and fumigation in the nearby villages of the factories.

22. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

(i) Demand of Rs, 1,38,81,669/- was raised by the Commissioner of Customs, Central Excise & Service Tax, Hyderabad-1 Commission rate, being the amount equal to 10% or 5% of the value of Exempted goods i.e Electricity sold by the company for the period Nov-2006 to Dec-2010 in the case of Kamareddy Unit and for the period March-2006 to March-2012 in the case of Nizamsagar Unit.

Electricity is not an exempted product and as such the provision of rule 6(1), 6(2) and 6(3) of CCR 2004 are not applicable. The CENVAT credit availed on common inputs and utilized in the production of Electricity is required to be reversed to the extent of such inputs / input services utilized in generation of Electricity. Since the company reversed the CENVAT credit to the extent of such value utilized in electricity generation, the demand under rule 6(1), 6(2) & 6(3) of the CCR, 2004 is not sustainable in law in the light of the judicial decisions by various H''ble tribunals.

The requirement of pre deposit of the balance dues is waived and stay against recovery is granted during the pendency of the appeal by the Customs, Excise & Service Tax Appellate Tribunal (CEASTAT), Bangalore.

23. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The policy on dealing with Related Party Transactions is disseminated on the website of the company at http://www.gayatrisugars.com/Investors/ Corporate Governance/Policies.

The details of Related Party Transactions entered by the company in the ordinary course of business at arm’s length basis are detailed in the notes forming part of the financial statements.

24. FIXED DEPOSIT:

Your Company has not accepted or renewed any deposit from public during the year under review.

25. DISCLOSURE ABOUT COST AUDIT:

As per section 148 of the Companies Act, 2013 and rule 14 of the Companies (Audit and Auditors) Rules, 2014, Company requires to appoint Cost Auditor. The Board of directors and the Audit Committee of the Board has approved the appointment of M/s. Narasimha Murthy & Co., as Cost Auditor to audit the cost records of Sugar, Power and Distillery division of the Company for the financial year 2017-18 the same has been proposed to the shareholders for approval.

26. PARTICULARS OF EMPLOYEES:

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - V and forms part of this Report.

27. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to Bombay Stock Exchange where the Company''s Shares are listed.

28. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report as Annexure -VI. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.

29. ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, financial institutions, Banks, Central and State Governments, the Companies'' valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board

(T. SARITA REDDY) (T.V. SANDEEP KUMAR REDDY)

Managing Director Vice Chairman

DIN: 00017122 DIN: 00005573

(V.R. PRASAD) (MUNMUN BAID)

Chief Financial Officer Company Secretary &

Compliance Officer

Place : Hyderabad

Date : 29^th May, 2017

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Mar 31, 2016

To the Member(s),

The Directors have pleasure in presenting before you the 21^st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2016.

1. FINANCIAL RESULTS :

Your Directors are happy to report the operational results of the Company for the year ended 31^st March 2016, the details of which are as under:

(Rs. in Lakhs)

Particulars	2015-16	2014-15
Gross Income	25,457.12	23,836.06
Profit/(Loss) Before Interest, Depreciation and Exceptional Item	1,748.60	(1,552.74)
Finance Charges	2,344.52	2,173.41
Gross Profit/(Loss) before Depreciation and Exceptional Item	(595.92)	(3,726.15)
Provision for Depreciation	983.57	1,149.41
Net Profit(Loss) Before Tax and Exceptional Item	(1,579.49)	(4,875.56)
Exceptional Item	227.40	1,362.16
Provision for Tax	—	—
Net Profit/(Loss) After Tax	(1,352.09)	(6,237.72)
Balance of Profit/(Loss) brought forward	(12,532.88)	(6,062.01)
Add : Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets		(233.15)
Balance available for appropriation	(13,884.97)	(12,532.88)
Proposed Dividend on Equity Shares	—	—
Tax on proposed Dividend	—	—
Transfer to General Reserve	—	—
Deficit carried to Balance Sheet	(13,884.97)	(12,532.88)

REVIEW OF OPERATIONS:

Performance during the financial year 2015-16:

Your Directors are pleased to report that during the year under review, the Company crushed 6.56 Lakh Tonnes of Sugar cane and 7.42 Lakh Quintals of Sugar was produced with an average recovery of 11.31%.

The Company registered a gross turnover of Rs. 25,457.12 Lakhs for the year ended 31^st March, 2016 against Rs. 23,836.06 Lakhs for the year ended 31^st March, 2015. The growth of 6.80% in gross turnover was mainly due to high sale volume of sugar. For the year, 2015-16, the Company earned profit of Rs. 1,748.60 Lakhs before Interest, Depreciation and Exceptional item compared to the loss of Rs. 1,552.74 Lakhs for the previous year

2014-15 and incurred net loss of Rs. 1,352.09 Lakhs compared to the net loss of Rs. 6,237.72 Lakhs of previous year.

Prospects for the financial year 2016-17:

Indian Sugar Mills Association (ISMA) estimated that India''s sugar production in 2016-17 at 237 lakh tonnes, against 252 lakh tonnes in 2015-16, an over 10% decline from last year''s 283 lakh tonnes. The projected output will be the lowest since the 189 lakh tonnes for 2009-10. The annual domestic demand is expected to be at 260 lakh tonnes. The sugar price remains favourable, with an expected deficit domestic sugar production as well as global deficit production.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

Over the last few years, the Company has been incurring losses and as at 31^st March, 2016 the accumulated losses amounting to Rs. 13,884.97 lakhs have completely eroded the net worth and, its current liabilities exceeded the current assets as on that date. The Sugar Companies have been facing financial difficulties on account of higher sugar cane prices, lower realization of sugar and high finance cost. The Company has implemented various initiatives for improving its financial position. The State and Central Governments, recognizing the importance of sugar industry, are taking necessary steps to strengthen it. As of March 31, 2016 the promoters have arranged an unsecured loan of Rs. 2,259.85 lakhs. Further during the previous year, the unsecured loan of Rs. 2,500 lakhs has been converted to 6% Cumulative Redeemable Preference Shares at a face value of Rs. 10 each for a tenure of not exceeding 9 years. In addition to the promoters funding, during the year ended 31^st March, 2016, the Company has obtained soft loans (under the scheme sanctioned by Ministry of Consumer Affairs, Food and Public Distribution, Government of India) aggregating Rs. 2,012 lakhs, corporate loans aggregating Rs. 1,545 lakhs and also renewed its working capital limits with the banks.

Owing to the complete erosion of the net-worth of the Company, the Board of Directors , in their meeting held on August 14, 2015 decided to make a reference under the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) to the Board for Industrial and Financial Reconstruction (BIFR) which reference was registered and acknowledged by BIFR vide their letter dated October 19, 2015. On May 13, 2016, the company received a letter dated May 6, 2016, from BIFR, stating that the date for hearing the case in relation to the proceedings under the Sick Industrial Companies (Special Provisions) Act, 1985, has been fixed on May 11, 2016. However, as the date fixed for hearing the case had lapsed by the time the Company received the letter from BIFR, the Management is in the process of replying to BIFR with a request for a revised hearing date. In terms of the aforesaid reference, on receiving the intimation from BIFR, the Company will be submitting a Scheme for revival / rehabilitation to BIFR as per the provisions of SICA. The financial statements have been prepared on a going concern basis, based on a Comfort letter provided by the promoters for continued support to the Company to meet its financial obligations, in order to enable the Company to continue its operations in the foreseeable future."

Further the Company has issued 4% Secured, Unlisted Non-Convertible Debentures (NCD''S) on Private Placement basis by way of conversion of outstanding Right of Recompense (ROR) amount Rs. 695.05 Lakhs payable to the Banks pursuant to the special resolution passed by the shareholders by way of Postal Ballot but the allotment is yet to be done.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business, however the Company commenced the production of Ethanol in February 2016.

4. DIVIDEND:

As the Company incurred losses during the year under review, the Directors could not recommend dividend on Preference Shares and also on Equity Shares.

5. BOARD MEETINGS:

During the Financial year 2015-16, the Board met 8 (eight) times on 27.04.2015, 20.07.2015, 14.08.2015, 29.09.2015, 30.09.2015, 17.10.2015, 06.11.2015 and 05.02.2016.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year under review, there was no change in the composition of Directors and Key Managerial Personnel.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

7. COMMITTEES OF BOARD:

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors has constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details of Composition and terms of reference of these committees are mentioned in the Corporate Governance Report.

8. POLICY LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE FOR REMUNERATION OF DIRECTORS, KMP & OTHER EMPLOYEES:

The Remuneration policy of the Company is performance driven and is structured to motivate Employees. Recognize their merits and achievements and promote excellence in their performance. The Nomination Remuneration and Evaluation Policy of the Company is enclosed at Annexure-I of this report.

Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee: Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on 05.02.2016.

The Nomination and Remuneration Committee decided that since the performance of the directors has been excellent, it is decided to continue with the term of the directors and the Executive Director who is re designated as MD.

(b) Separate Meeting of Independent Directors: The Independent directors of the Company at its meeting held on 05.02.2016 (a) reviewed the performance of the Non-Independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the Company management and the Board. All the Independent Directors attended the meeting.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly, the evaluation was made. The Independent Directors evaluated the Non-Independent Directors.

The Independent Directors decided that since the performance of the Non-Independent Directors including Executive Director/Managing Director is excellent, the term of their appointment be continued.

The Independent Directors after review of the performance of the Chairperson decided that the Chairperson has good experience, knowledge and understanding of the Board''s functioning and her performance is excellent. The Independent Directors decided that the information flow between the Company''s Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate Governance structure to fulfill its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.

9. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(b) the directors 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 and loss of the company for that period;

(c) the directors 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) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively except for the material weakness/deficiency.

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

10. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

There are no Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the year.

11. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report in Annexure II.

12. STATUTORY AUDITORS:

The Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for re-appointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual general meeting for a term of one year till the conclusion of the next AGM.

The Auditors Report to the members of the Company on the financial statements for the financial Year ended 31^st March 2016 forming part of this report does not contain any Qualifications(s) or adverse observations, except on Internal Financial Controls as mentioned under the head details of adequacy of Internal Financial Controls.

13. SECRETARIAL AUDIT:

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mr. Y. Koteswara Rao, Practicing Company Secretary to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended 31^st March, 2016 in Form No. MR-3 is annexed to the Directors Report as Annexure - III and forms part of this Report. The Secretarial Auditors'' Report to the Members of the Company for the Financial Year ended 31^st March, 2016 does not contain any qualification(s) or adverse observations.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec. 134(3)(m) of the Companies Act 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

Central shaft were replaced to improve the efficiency of the clarifier and to reduce the steam consumption.

ii) Step taken by the Company for utilizing alternate source of energy:

The company doesn''t have alternative source of Energy, since the Company has Co-gen power facility.

iii) Capital investment on energy conservation equipments:

During the year, there was no investment on energy conservation equipment.

B. Technology Absorption:

i) Efforts made towards Technology Absorption:

DC drives were changed to reduce the Power consumption.

ii) The benefit derived like product improvement, cost reduction, product development or import substitution, etc.

The benefit derived by changing the DC drives will be approximately Rs. 35 to 40 Lakhs.

iii) Details of Technology imported during the last 3 years reckoned from the beginning of the financial year:

During the period of last three years, there was no import of Technology.

iv) Expenditure incurred on Research & Development:

There was no expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL

15. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company''s internal control system is aimed at proper utilization and safeguarding of the Company''s resources and promoting operational efficiency. The internal audit process reviews the in-system checks, covering significant operational areas regularly.

The Company''s Audit Committee is responsible for reviewing the Audit Report submitted by the Internal Auditors. Suggestions for improvements are considered and the Audit Committee follows up on the implementation of corrective actions. The Audit Committee also invites the Statutory and Internal Auditors for regular meetings to ascertain their views on the adequacy of internal control systems and keeps the Board of Directors informed of its observations from time to time.

The statutory auditors had a qualified opinion on the Internal financial controls over the financial reporting stating that material weakness has been identified as at March 31, 2016 in the Company relating to inadequate internal financial controls over financial reporting in respect of certain reconciliations between various accounting systems.

The Management conducted an assessment of the effectiveness of the internal control over financial reporting using the criteria established by the Company considering the essential components of internal control 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 this assessment, Management identified a deficiency in the internal control over financial reporting, that constitutes a material weakness, in respect of certain reconciliations between various accounting systems.

"The Company uses various subsystems, the output from which, is being used for accounting in the financial package maintained by the Company. Consequent to certain deficiencies in IT General and Application controls in the software platforms used for financial reporting, there were differences between sub-systems / sub- ledgers with the general ledger, which have been manually reconciled by the Company. Whilst necessary adjustment entries were passed in the books of account for the year ended 31^st March, 2016, the related material weakness in internal control was remediated after the year-end."

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

LOANS:

The Company has not given any loans during the year under review.

GUARANTEES:

After the closure of Financial year and as on the date of Board''s Report the Company has extended the following guarantees :

S. No.	Name of the Entity	Details
1.	Bank of Baroda, Nizamabad/	Corporate Guarantee for Rs. 20.00 Crs on
	Armur/ Kamareddy/ Erojpally	behalf of the cane suppliers for the credit facility extended to the cane suppliers by Bank of Baroda, Nizamabad/ Armur/ Kamareddy/ Erojpally.

INVESTMENTS:

The Company has not made any investments during the period under review.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is annexed which forms part of this Report as Annexure -IV.

18. RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatrisugars.com/Investors/Corporate Governance/Policies.

20. DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

21. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy but the Company is involved in some of the social activities like organizing health camps, providing drinking water facility and fumigation in the nearby villages of the factories.

22. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

(i) Demand of Rs. 1,38,81,669/- was raised by the Commissioner of Customs, Central Excise & Service Tax, Hyderabad-1 Commission rate, being the amount equal to 10% or 5% of the value of Exempted goods i.e Electricity sold by the company for the period Nov-2006 to Dec-2010 in the case of Kamareddy Unit and for the period Mar-2006 to Mar- 2012 in the case of Nizamsagar Unit.

Electricity is not an exempted product and as such the provision of rule 6(1), 6(2) and 6(3) of CCR 2004 are not applicable. The CENVAT credit availed on common inputs and utilized in the production of Electricity is required to be reversed to the extent of such inputs / input services utilized in generation of Electricity. Since the company reversed the CENVAT credit to the extent of such value utilized in electricity generation, the demand under rule 6(1), 6(2) & 6(3) of the CCR, 2004 is not sustainable in law in the light of the judicial decisions by various h''ble tribunals.

The requirement of pre deposit of the balance dues is waived and stay against recovery is granted during the pendency of the appeal by the Customs, Excise & Service Tax Appellate Tribunal (CEASTAT), Bangalore.

(ii) A demand for Rs. 22,14,159/- for Financial Year 2011-12 & 2012-13 was raised by the Commercial Tax Officer (Audit) Secunderabad Division, Hyderabad, being ITC restrictions on Coal & VAT payable on Harvesting Machine receipts.

The Appellate Dy Commissioner (CT) impugned assessment order is set aside. Out of the total liability of Rs. 22,14,159/- allowed partly remanded by disallowing ITC on coal amounting to Rs. 11,16,885/- and partly dismissed. The dismissed amout was recognized as expenditure.

23. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The policy on dealing with Related Party Transactions is disseminated on the website of the company at http://www.gayatrisugars.com/Investors/ Corporate Governance/Policies.

The details of Related Party Transactions entered by the company in the ordinary course of business at arms length basis are detailed in the notes forming part of the financial statements.

24. FIXED DEPOSIT:

Your Company has not accepted or renewed any deposit from public during the year under review.

25. DISCLOSURE ABOUT COST AUDIT:

As per section 148 of the Companies Act, 2013 and rule 14 of the Companies (Audit and Auditors) Rules, 2014, Company requires to appoint a Cost Auditors. The Board of directors and the Audit Committee of the Board has approved the appointment of M/s. Narasimha Murthy & Co., as Cost Auditor to audit the cost records of Sugar, Power and Distillery division of the Company for the financial year 2016-17 the same has been proposed to the shareholders for approval.

26. PARTICULARS OF EMPLOYEES:

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - V and forms part of this Report.

27. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to Bombay Stock Exchange where the Company''s Shares are listed.

28. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report as Annexure -VI. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.

29. ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - clients, financial institutions, Banks, Central and State Governments, the Companies'' valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board

(T. SARITA REDDY) (T.V. SANDEEP KUMAR REDDY)

Managing Director* Vice Chairman

DIN: 00017122 DIN: 00005573

(V.R. PRASAD) (MUNMUN BAID)

Chief Financial Officer Company Secretary &

Compliance Officer

Place: Hyderabad

Date: 13^th August, 2016

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 20th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(Rupees in Lakhs)

Particulars 2014-15 2013-14

Gross Income 23836.06 20311.76

Profit /(Loss) Before Interest, (1552.74) 1144.18 Depreciation and Exceptional Item

Finance Charges 2173.41 2168.95

Gross Profit/(Loss) before Depreciationa (3276.15) (1024.77) and Exceptional Item

Provision for Depreciation 1149.40 1262.53

Net Profit (Loss) Before Tax and (4875.55) (2287.30) Exceptional Item

Exceptional Item 1362.16 -

Provision for Tax - -

Net Profit/(Loss) After Tax (6237.71) (2287.30)

Balance of Profit/(Loss) brought forward (6062.02) (3774.72)

Balance available for appropriation (12299.73) (6062.02)

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve - -

Surplus carried to Balance Sheet (12299.73) (6062.02)

REVIEW OF OPERATIONS:

Performance during the financial year 2014-15

Your Directors are pleased to report that during the year under review, the Company crushed 7.14 Lakh Tonnes of Sugar cane and 7.91 Lakh Quintals of Sugar was produced with an average recovery of 11.07%.

The Company registered a gross turnover of Rs. 23,836 Lakhs for the year ended 31st March, 2015 against Rs. 20,312 Lakhs for the year ended 31st March, 2014. The growth of 17.35% in gross turnover was mainly due to high sale volume of sugar. The Company incurred loss of Rs. 1552.74 before Interest, Depreciation and Exceptional Item due to fall down of lsugar price for the year 2014-15 compaared to the loss of Rs. 1144.18 Lakhs for the year 2013-14 and net loss of Rs. 6237.71 Lakhs compared to the loss of Rs. 2287.30 Lakhs.

Prospects for the financial year 2015-16:

The excess inventory of sugar over the demand will lead to further decline in Sugar selling prices leading to erosion of viability of Sugar business.

Recently, the Central Government announced measures as under which will encourage the Sugar Industry to get better prices for Ethanol.

(i) Export incentive of Rs. 4,000 per Tone to encourage export of Raw Sugar from the Country.

(ii) Replaced the policy of procurement of Ethanol by Oil producing Companies from Tender method to fixed price.

(iii) Removal of 12.5% Excise Duty on Ethanol from crushing season 2015-16.

2. RESERVES:

Due to inadequate profits, no amount has been transferred to Reserves.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

Under the Scheme of Amalgamation between GSR Sugars Private Limited and Gayatri Sugars Limited, the Company had allotted 66,10,210 6% Cumulative optionally convertible Preference Shares of Rs.10/- each and the same were due for redemption on April 1,2015. The company has approached the members to vary the terms of 66,10,210 6% cumulative optionally convertible Preference shares and accordingly the Preference shareholders have approved the waiver of arrears of preference dividend on 66,10,210 6% cumulative optionally convertible Preference shares of Rs.10/- each till 01.04.2015 and changed the nomenclature of 66,10,210 6% cumulative optionally convertible Preference shares to 6% 66,10,210 cumulative redeemable Preference shares.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the nature of Business.

5. DIVIDEND:

As the Company incurred losses during the year under review, the Directors could not recommend dividend on Preference Shares and also on Equity Shares.

6. UN PAID / UN CLAIMED DIVIDEND:

There is no Un paid / Un claimed Dividend.

7. BOARD MEETINGS:

The Board of Directors duly met 5 (five) times on 26.05.2014, 11.08.2014, 12.11.2014, 13.02.2015 and 27.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

8. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year under review, the Company has appointed Mr. J.N. Karamchetti as Independent Director for term of 5 years (first term) and Mr. T.R. Rajagopalan and Mr. S. Venkata Swamy for a term of 5 years (Second term) by way of special resolution as per the provisions of Section 149 of the Companies Act, 2013.

Mr. P Maruthi Babu has resigned from the post of Director of the Company w.e.f. 11.08.2014.

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance with the provisions of Articles of Association of the Company, Sri. T.V. Sandeep Kumar Reddy (DIN: 00005573), Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment.

Mr. B. Sankara Rao has resigned from the post of Compliance officer of the Company w.e.f 20.07.2015 and consequently Ms. Munmun Baid was appointed as Company Secretary cum Compliance Officer of the Company.

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Sri. S Venkata Swamy, Sri. T R Rajagopalan and Sri. J N Karamchetti, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

10. COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and Listing Agreement, the Board of Directors has constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee. The details of Composition and terms of reference of these committees are mentioned in the Corporate Governance Report.

11. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report instances of unethical behaviour, actual or suspected, fraud or violation of Company's code of conduct or ethics policy, and genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

12. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has constituted a committee known as "Internal Complaints Committee" to protect the women employees from sexual harassment, with the following members:

1. Mrs. Sarita Reddy, Executive Director as Presiding Officer.

2. V.R. Prasad, Chief Financial Officer, Member

3. S.Murali Krishna, Purchase Manager, Member

4. Leena Joseph Member, NGO

During the year under review, there were no cases filed pursuant to the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

13. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(b) the directors 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 and loss of the company for that period;

(c) the directors 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) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

There are no Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the year.

15. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is provided as Annexure- I.

16. STATUTORY AUDITORS:

M/s Deloitte Haskins & Sells (Firm's Registration No. 008072S) Statutory Auditors of the company retire at the ensuing annual general meeting and are eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s Deloitte Haskins & Sells, as the statutory auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

17. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by Mr. Y. Koteswara Rao Practicing Company Secretary is annexed to this Report as Annexure -II.

18. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made—

(a) Explanation Regarding Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Financial Statements for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks.

(b) Explanation Regarding Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisons of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec. 134 (3) (m) of the Companies Act 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

i. ) The steps taken or impact on conservation of energy:

ii. ) Step taken by the Company for utilizing alternate source of energy:

Condensate juice heaters were modified for heating of raw juice by passing through hot water into condensate heaters.

iii. ) Capital investment on energy conservation equipments:

During the year, there was no investment on energy conservation equipment.

B. Technology Absorption:

i. ) Efforts made towards Technology Absorption:

1. Installation of fan less cooling towers.

2. Installation of automation for mill and boiler F.D. Fans.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution, etc.

Cost reduction of around Rs. 25 Lakhs out of above.

iii. ) Details of Technology imported during the last 3 years reckoned from the beginning of the financial year:

During the period of last three years, there was no import of Technology.

iv) Expenditure incurred on Research & Development:

There was no expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

20. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(V) of Companies (Accounts) Rules 2014, during the financial year under review.

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

i) . Demand of Rs.1,38,81,669/- was raised by the Commissioner of Customs, Central Excise & Service Tax, Hyderabad-1 Commissionarate, being the amount equal to 10% or 5% of the value of Exempted goods i.e Electricity sold by the company for the period Nov-2006 to Dec-2010 in the case of Kamareddy Unit and for the period Mar- 2006 to Mar-2012 in the case of Nizamsagar Unit.

Electricity is not an exempted product and as such the provision of rule 6(1), 6(2) and 6(3) of CCR 2004 are not applicable. The CENVAT credit availed on common inputs and utilised in the production of Electricity is required to be reversed to the extent of such inputs / input services utilised in generation of Electricity. Since the company reversed the CENVAT credit to the extent of such value utilised in electricity generation, the demand under rule 6(1), 6(2) & 6(3) of the CCR, 2004 is not sustainable in law in the light of the judicial decisions by various h'ble tribunals.

The requirement of pre deposit of the balance dues is waived and stay against recovery is granted during the pendency of the appeal by the Customs, Excise & Service Tax Appellate Tribunal (CEASTAT), Bangalore.

ii) A demand for Rs. 22,14,159/- for Financial Year 2011-12 & 2012-13 was raised by the Commercial Tax Officer (Audit), Secunderabad Division, Hyderabad, being ITC restrictions on Coal & VAT payable on Harvesting Machine receipts.

Steam coal was used for generation power which was used for manufacturing of Distillery Products and eligible for availment of input tax credit. As sugar cane is not liable for tax as per entry 50 of Sch-1 of APVAT Act, 2005 the activity of harvesting of sugar cane is not liable to tax.

Stay order was granted for 50% of the disputed tax till the disposal of the case and balance 50 % was paid on 26.03.2014.

22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company's internal control system is aimed at proper utilisation and safeguarding of the Company's resources and promoting operational efficiency. The internal audit process reviews the in-system checks, covering significant operational areas regularly.

The Company's Audit Committee is responsible for reviewing the Audit Report submitted by the Internal Auditors. Suggestions for improvements are considered and the Audit Committee follows up on the implementation of corrective actions. The Audit Committee also invites the Statutory and Internal Auditors for regular meetings to ascertain their views on the adequacy of internal control systems and keeps the Board of Directors informed of its observations from time to time.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

LOANS:

The Company has not given any loans during the year under review.

GUARANTEES:

During the year company has extended the following guarantees:

SNo. Name of the Entity Details

1. Syndicate Bank Corporate Guarantee for Rs.11.50 Crs on behalf of the cane suppliersfor the credit facility extended to the cane suppliers by Syndicate Bank.

2. Jain Irrigation Systems Pvt Ltd. Corporate Guarantee for Rs.0.50 Crs on behalf of the cane suppliers for the purchase of PVC Pipes and Drip Irrigation Equipment by cane suppliers.

3. Netafim Irrigation India Pvt Ltd.Corporate Guarantee for Rs.0.25 Crs on behalf of the cane suppliers for the purchase of PVC Pipes and Drip Irrigation Equipment by cane suppliers.

4. EPC Industries Ltd. Corporate Guarantee for Rs.0.10 Crs on behalf of the cane suppliers for the purchase of PVC Pipes and Drip Irrigation Equipment by cane suppliers.

5. Union Bank of India Corporate Guarantee for Rs.20.00 Crs on behalfof the cane suppliers for the credit facility extended to the cane suppliers by Union Bank of India.

INVESTMENTS:

The Company has not made any investments during the period under review.

25. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

26. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk

27. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy but the Company is involved in some of the social activities like organizing health camps, providing drinking water facility and fumigation in the nearby villages of the factories.

28. RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which has been placed on the website of the company i.e. www.gayatrisugars.com

The details of Related Party Transactions are annexed in Form AOC-2 as Annexure -III.

29. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made there under, the independent directors of the company had a meeting on 13.02.2015 without attendance of non-independent directors and members of management. In the meeting the following matters were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of Executive directors and Non-Executive Directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors. The Company has 3 (three) non-independent directors namely: i.) Smt. T. Indira Subbarami Reddy - Director ii.) Smt. T. Sarita Reddy - Whole-Time Director iii.) Sri. T. V. Sandeep Kumar Reddy - Director. The meeting recognized the significant contribution made by the non- independent directors.

The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings.

* Attendance at the Board/Committee meetings.

* Monitoring the effectiveness of the company's governance practices.

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

Evaluation by Board:

The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate governance structure to fulfill its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.

30. DISCLOSURE ABOUT COST AUDIT:

As per section 148 of the Companies Act, 2013 and rule 14 of the Companies (Audit and Auditors) Rules, 2014, Company requires to appoint a Cost Auditors. The Board of directors and the Audit Committee of the Board has approved the appointment of M/s Narasimha Murthy & Co., as Cost Auditor to audit the cost records of Sugar, Power and Distillery division of the Company for the financial year 2015-16 the same has been proposed to the shareholders for approval.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

S. Name Designation Remuneration Remuneration No paid paid FY2014-15 FY2013-14 Rs. lakhs Rs. lakhs

1 T.Sarita Reddy Executive 36,99,000/- 36,99,000/- Director

2 V.R.Prasad Chief Financial 14,79,200/- 13,76,700/- Officer

S. Name Increase in Ratio/Times No remuneration per Median from of employee previousyear remuneration Rs. lakhs

1 T.Sarita Reddy - 3.10%

2 V.R.Prasad 1,02,500/- 1.24%

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of the Companies Act, 2013.

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange where the Company's Shares are listed.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As required by clause 49 of the listing agreement with the Stock Exchange, a detailed Corporate Governance Report is presented in a separate section forming part of the this report as Annexure -IV.

34. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

35. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of Business Constituents, Banks and other Financial Institutions and Shareholders of the Company like for their continued support for the growth of the Company.

For and on behalf of the Board

T. Sarita Reddy T.V. Sandeep Kumar Reddy Executive Director Vice Chairman

V R Prasad Munmun Baid

Chief Financial Officer Company Secretary & Compliance Officer

Place: Hyderabad Date : 14th August, 2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Nineteenth Annual Report of your company along with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

(Rs in lakhs )

Description 2013-14 2012-13

Revenue (Net of Excise Duty & VAT) 19,705.18 18,688.89

(Increase)/Decrease in stocks (5,168.56) (1,582.96)

Profit/(Loss) before depreciation and interest 1,144.18 2,284.86

Finance Charges 2,168.95 2,345.33

Depreciation 1,262.53 1,291.45

Profit/(Loss) before tax (2,287.30) (1,351.92)

Provision for tax Nil Nil

Profit/(Loss) after tax (2,287.30) (1,351.92)



REVIEW OF OPERATIONS

Performance during the financial year 2013-14

Your Directors are pleased to report that during the year under review, the crushing operations for the crushing season 2013-14 were started by Kamareddy Unit on 24th November 2013 (previous year on 18th November 2012) and closed the operations on 6th April, 2014 (previous year on 4th March, 2013). The operations at Nizamsagar Unit started on 19th November 2013 (previous year on 9th November 2012) and closed on 8th April, 2014 (previous year on 11th March, 2013).

During the Crushing Season 2013-14 (up to 8th April, 2014) the company crushed 3.77 Lakh Tones of Sugar Cane (Previous Season 3.10 Lakh Tones) and produced sugar of 4.21 Lakhs Quintals (Previous Season 3.36 Lakh Quintals) with an Average Recovery of 11.13% (Previous Season 10.83%) at Kamareddy Unit and has crushed 3.20 Lakhs Tones (Previous Season 2.73 Lakh Tones) of Sugar Cane and produced sugar of 3.37 Lakhs Quintals (Previous Season 2.86 Lakh Quintals) at the Nizamsagar Unit. Both Units put together, 6.97 Lakh Tones of Sugar Cane was crushed and produced Sugar of 7.58 Lakhs Quintals with an average recovery of 10.92% comparing to the previous season figures of 5.83 Lakh Tones of Sugar Cane and Sugar of 6.22 Lakhs Quintals with an average recovery of 10.66%.

During the Financial Year, the Distillery unit produced Rectified Spirit (RS) of 70.47 Lakh Liters and Impure Spirit (IS) of 2.71 Lakh Liters, totally 73.18 lakh Liters compared to the previous year of Extra Neutral Alcohol (ENA) of 8.74 Lakhs Liters, Rectified Spirit (RS) of 41.52 Lakh Liters and Impure Spirit (IS) 2.36 Lakhs Liters totally 52.63 lakh liters.

The Export of Power during the crushing season 2013-14 was to the extent of 212.5 Lakh kwh (Kamareddy Unit 54.67 Lakh kwh & Nizamsagar Unit 160.32 lakh kwh) as compared to the previous year season of 212.49 lakh kwh (Kamareddy Unit- 74.26 Lakh kwh & Nizamsagar Unit- 138.23Lakh kwh).

Prospects for the financial year 2014-15

The Company is estimating to crush quantity of around 7.25 lakh Tones of sugar cane during the current Financial Year 2014-15 compared to the previous year crushing of 6.97 lakh Tones. The production of Rectified Spirit is expecting 90 lakh Liters during the Current Financial Year 2014-15 compared to the previous year production of 73.18 lakh Liters.

DIVIDEND ON PREFERENCE SHARES

As the company incurred losses during the year under review, the Directors could not recommend dividend on 6% Cumulative Redeemable Preference Shares.

LISTING OF SECURITIES

The company''s shares are listed with Bombay Stock Exchange Ltd., Mumbai and the annual listing fee for the year 2014-15 has been paid to the Bombay Stock Exchange Ltd., at Mumbai.

DIRECTORS

Smt. T. Indira Subbarami Reddy and Sri. TR Rajagoplan will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

PARTICULARS OF EMPLOYEES

None of the employees of the company are drawing remuneration in excess of the limits mentioned under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Accordingly, no disclosure is made.

AUDITORS OF COMPANY

The Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Secunderabad will retire at the conclusion of the ensuing Annual General Meeting as the Statutory Auditors of the company. They have confirmed their eligibility for reappointment pursuant to provisions of the Companies Act, 2013. Accordingly, your company proposes to appoint M/s. Deloitte Haskins & Sells as auditors of company till the conclusion of the next Annual General Meeting of the Company.

COST AUDIT

As per Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Company requires to appoint Cost Auditors. The Board of Directors and the Audit Committee of the Board has approved the appointment of M/s. Narasimha Murthy & Co., as Cost Auditors to audit the cost records of Sugar, Power and Distillery divisions of the Company for the financial year 2014-15 the same has been proposed to the shareholders for approval.

CONSERVATION OF ENERGY, ETC

Information relating to Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-A which forms part of this Report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance and a certificate from the Practicing Chartered Accountant is given in the Annexure – B and Annexure–C respectively and form part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 your director''s state:

1. That in preparation of the Annual Accounts the applicable Accounting Standards have been followed by the company, except for the qualification by the statutory auditors in their report.

2. That your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31.03.2014 and of the profit or loss of the company for the year ended on that date;

3. That your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That your Directors have prepared annual accounts on a going concern basis.

AUDITORS'' OBSERVATIONS

Management Response to Auditors Qualifications:

The response of the Directors to the Comments of the Auditors in their report on Financial Statement is as under:

The Bankers of the company claimed the Right of Recompense (ROR) amounting to Rs 840.00 lakhs on expiry of CDR time period. The company paid an amount of Rs 84.00 lakhs against the claim. Subsequently the Member Banks of the Consortium Andhra Bank, Bank of Baroda and State Bank of India agreed to extend the time till 31.03.2015, hence no provision was considered necessary.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be peaceful during the year.

ACKNOWLEDGEMENTS

The Board of Directors would like to place on record their appreciation of the assistance and guidance extended by the Financial Institutions/Banks viz, Andhra Bank, Union Bank of India, Bank of Baroda, State Bank of India, Punjab National Bank, CDR Cell and Sugar Development Fund. Your Directors express their gratitude to the shareholders for the confidence reposed in the management. Your Directors also place on record their sincere appreciation of the total commitment and hard work put in by all the employees of the company.

For and on behalf of the Board

Place: Hyderabad (T. SARITA REDDY) (T.V. SANDEEP KUMAR REDDY) Date: May 26, 2014 Executive Director Vice-Chairman

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the Eighteenth Annual Report of your company along with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs in lakhs)

Description 2012-13 2011-12

Revenue (Net of Excise Duty & Sales Tax) 18688.89 21891.44

(Increase)/Decrease in stocks (1582.96) 3581.65

Profit/(Loss) before depreciation and interest 2284.90 2180.83

Finance Charges (Interest) 2345.33 2395.91

Depreciation 1291.45 1259.89

Profit/(Loss) before tax (1351.88) (1474.97)

Provision for tax __ __

Profit/(Loss) after tax (1351.88) (1474.97)



REVIEW OF OPERATIONS

Performance during the financial year 2012-13

Your Directors are pleased to report that during the year under review, the company''s crushing operations for the season 2012-13 has commenced on 18th November 2012 and closed on 04th March 2013 for the Kamreddy Unit and has commenced on 09th November 2012 and closed on 11th March 2013 for the Nizamsagar Unit. During the year, company has crushed 3.10 Lakh Tonnes of sugar cane and produced sugar of 3.36 Lakhs quintals with an average recovery of 10.83% at Kamareddy Unit and has crushed 2.73 Lakh Tonnes of sugar cane and produced sugar of 2.85 lakh quintals with an average recovery of 10.48% at Nizamsagar Unit.

During the year, the Distillery Unit has produced 52.63 Lakh Litres of Rectified Spirit (RS)/Extra Neutral Alcohol (ENA). Company has sold 44.47 Lakh Litres of RS/ENA with an average realization of Rs.25.22 per litre.

During the year, the Co-Gen power plants exported 212.49 lakh KWH (Kammareddy Unit 74.26 lakh KWH and Nizamsagar Unit 138.23 lakh KWH) as compared to the previous year of 204.05 lakh KWH (Kammareddy Unit 67.98 lakh KWH and Nizamsagar Unit 136.07 lakh KWH).

Prospects for the financial year 2013-14

The Company is estimating to crush around 7.00 lakhs tonnes quantity of Sugar Cane during the Current Financial year 2013-14, compared to the previous year crushing of 5.62 lakh Tonnes. The production of Rectified Spirit is expecting 75 lakh liters during the Current Financial year 2013-14, compared to the previous year production of 52.63 lakh liters.

SICKNESS OF THE COMPANY:

As per Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985 ("the Act"), the net worth of the company eroded fifty percent or more of its peak net worth during the immediately preceding four financial years. Boards of Directors of the company have formed this opinion based on the audited financial statements as approved by the Board of Directors on 27th May, 2013. Same will be reported to the Board for Industrial and Financial Reconstruction (BIFR).

The factor leading to such sickness and the steps proposed to be taken will be forwarded to the members along with the notice of Annual General Meeting.

DIVIDEND ON PREFERENCE SHARES

As the company incurred losses during the year under review, the Directors could not recommend dividend on 6% Cumulative Redeemable Preference Shares.

LISTING OF SECURITIES

The company''s shares are listed with Bombay Stock Exchange Ltd., Mumbai and the annual listing fee for the year 2013-14 has been paid to the Bombay Stock Exchange Ltd. at Mumbai.

DIRECTORS

Sri.T. V.Sandeep Kumar Reddy and Sri. S.Venkata Swamy will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

PARTICULARS OF EMPLOYEES

No employee in the company is drawing the remuneration in excess of the limits mentioned under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

AUDITORS

The Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Secunderabad will retire at the conclusion of the ensuing Annual General Meeting as the Statutory Auditors of the company. They have signified their willingness to accept reappointment and have further confirmed their eligibility under Section 224 (1-B) of the Companies Act, 1956.

COST AUDIT

The Central Government pursuant to Section 233 B of the Companies Act, 1956 has ordered that the company carries out an audit of cost accounts relating to sugar, electricity and distellary divisions of the company every year. M/s. Narasimha Murthy & Co, Cost Accountants continued as Cost Auditors of the Company for the year 2013-14. The Cost Audit Report shall be submitted to the Central Government with in the stipulated period.

CONSERVATION OF ENERGY, ETC

Information relating to Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-A which forms part of this Report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance and a certificate from the Practicing Chartered Accountant is given in the Annexure - B and Annexure-C respectively and form part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 your director''s state:

1. That in preparation of the Annual Accounts the applicable Accounting Standards have been followed by the company, except for the qualification & matter of attention by the statutory auditors in their report.

2. That your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31.03.2013 and of the profit or loss of the company for the year ended on that date;

3. That your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That your Directors have prepared annual accounts on a going concern basis.

AUDITORS'' OBSERVATIONS

Management Opinion / View on Auditors Observation:

The opinion / view of the Directors to the Comments of the Auditors in their report on Financial Statement is as under:

The Bankers of the company claimed the Right of Recompense (ROR) amounting to Rs 840.00 lakhs. During the quarter ended June, 2012, the company made a provision of Rs 798.00 lakhs against the Right of Recompense (ROR) claim by the Banks. The company paid an amount of Rs 84.00 lakhs against the claim. As the company is pursuing the matter with Banks for waiver of balance amount of RS 756.00 lakhs, the same was reversed during the quarter ended March, 2013.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be peaceful during the year.

ACKNOWLEDGEMENTS

The Board of Directors would like to place on record their appreciation of the assistance and guidance extended by the Financial Institutions/Banks viz, Andhra Bank, Union Bank of India, Indian Overseas Bank, State Bank of India, Bank of Baroda, Punjab National Bank and CDR cell, Yes Bank and Sugar Development Fund. Your Directors express their gratitude to the shareholders for the confidence reposed in the management. Your Directors also place on record their sincere appreciation of the total commitment and hard work put in by all the employees of the company.



For and on behalf of the Board

For GAYATRI SUGARS LIMITED

Place: Hyderabad (T.V. SANDEEP KUMAR REDDY) (T. SARITA REDDY)

Date: May 27, 2013 Vice-Chairman Executive Director

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Mar 31, 2012

The Directors are pleased to present the Seventeenth Annual Report of your company along with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

(Rs in lakhs )

Description 2011-12 2010-11

Revenue (Net of Excise 21891.44 11261.51 Duty & Sales Tax)

(Increase)/Decrease 3581.65 (5030.28) in stocks

Profit/(Loss) before 2180.83 2442.87 depreciation and interest

Finance Charges (Interest) 2395.91 2094.07

Depreciation 1259.89 1296.63

Profit/(Loss) before tax (1474.97) (947.83)

Provision for tax — —

Profit/(Loss) after tax (1474.97) (947.83)

REVIEW OF OPERATIONS

Performance during the financial year 2011-12

Your Directors are pleased to report that during the year under review, the company's crushing operations for the season 2011-12 has commenced on 11th November 2011 and closed the operations on 16th March 2012 for the Kamreddy Unit and has commenced on 14th November 2011 and closed the operations on 18th March 2012 for the Nizamsagar Unit. During the year, company has crushed 3.00 Lakh Tonnes of sugar cane and produced sugar of 3.23 Lakhs quintals with an average recovery of 10.75% at Kamareddy Unit and has crushed 2.62 Lakh Tonnes of sugar cane and produced sugar of 2.83 lakh quintals with an average recovery of 10.79% at Nizamsagar Unit. During the year the Distillery Unit has produced 71.82 Lakh Litres of Rectified Spirit (RS)/Extra Neutral Alcohol (ENA). Company has sold 71.29 Lakh Litres of RS/ENA with an average realization of Rs.24.93 per litre.

Prospects for the financial year 2012-13

The Company is estimating to crush quantity of around 5.75 lakh tones of sugar cane during the current Financial year 2012-13 on account of better availability of the sugar cane and estimating to produce RS/ENA around 80 Lakh litres during the current Financial year 2012-13.

DIVIDEND ON PREFERENCE SHARES

As the company incurred losses during the year under review, the Directors could not recommend dividend on 6% Cumulative Redeemable Preference Shares.

LISTING OF SECURITIES

The company's shares are listed with Bombay Stock Exchange, Mumbai and the annual listing fee for the year 2012-13 has been paid to the Bombay Stock Exchange at Mumbai.

DIRECTORS

Sri. TR Rajagopalan and Sri. P. Maruthi Babu will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

PARTICULARS OF EMPLOYEES

No employee in the company is drawing the remuneration in excess of the limits mentioned under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

AUDITORS

The Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Secunderabad will retire at the conclusion of the ensuing Annual General Meeting as the Statutory Auditors of the company. They have signified their willingness to accept reappointment and have further confirmed their eligibility under Section 224 (1-B) of the Companies Act, 1 956.

COST AUDIT

The Central Government pursuant to Section 233 B of the Companies Act, 1956 has ordered that the company carries out an audit of cost accounts relating to sugar every year. M/s. Narasimha Murthy & Co, Cost Accountants was appointed as Cost Auditor of the company for the year 2012-13.

CONSERVATION OF ENERGY, ETC

Information relating to Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-A which forms part of this Report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance and a certificate from the Practicing Company Secretary is given in the Annexure - B and Annexure - C respectively and form part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 your director's state:

1. That in preparation of the Annual Accounts the applicable Accounting Standards have been followed by the company and there has been no material departure;

2. That your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31.03.2012 and of the profit or loss of the company for the year ended on that date;

3. That your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That your Directors have prepared annual accounts on a going concern basis.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be peaceful during the year.

ACKNOWLEDGEMENTS

The Board of Directors would like to place on record their appreciation of the assistance and guidance extended by the Financial Institutions/ Banks viz, YES BANK Limited, Andhra Bank, Union Bank of India, Sugar Development Fund, Indian Overseas Bank, State Bank of India, Bank of Baroda, Punjab National Bank and CDR cell. Your Directors express their gratitude to the shareholders for the confidence reposed in the management. Your Directors also place on record their sincere appreciation of the total commitment and hard work put in by all the employees of the company.

For and on behalf of the Board

Place : Hyderabad P. Maruthi Babu T. Sarita Reddy

Date : 09th May 2012 Director Executive Director

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Mar 31, 2010

The Directors are pleased to present the Fifteenth Annual Report of your company along with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs in lacs)

Description 2009-10 2008-09

Revenue (Net of Excise 6105.88 7379.14 Duty & Sales Tax)

IncreaseADecrease) (805.09) (1323.25) in stocks

Profit/(Loss) before depreciation and interest 1080.51 818.80

Finance Charges (Interest) 1010.07 1083.47

Depreciation 589.87 757.76

Profit/(Loss) before tax (519.43) (1022.43)

Non-Recurring Expenses - Provision for doubtful debts - (376.40)

Provision for tax - 7.77

Profit/(Loss) after tax (519.43) (1406.60)

REVIEW OF OPERATIONS

Performance during the financial year 2009-10

Your-Directors are pleased to report that during the year under review, the companys crushing operations for the season 2009-10 has commenced on 27th November 2009 and closed the operations on 15lh February 2010. During the year, company has crushed 1.07 Lakh Tonnes of sugar cane with an average recovery of 10.22%.

During the year the Distillery Unit has produced 36.57 Lakh Litres of Rectified Spirit (RS)/Extra Neutral Alcohol (ENA). Company has sold 38.84 Lakh Litres of RS/ENA with an average realization of Rs.31.23 per litre.

Prospects for the financial year 2010-11

The Company is estimating to crush higher quantity of 3.00 lakh tones of sugar cane during the current year on account of better availability of the sugar cane. The Company is estimating to produce RS/ ENA around 84 Lakh litres during the current accounting year.

DIVIDEND ON PREFERENCE SHARES

As the company incurred losses during the year under review, the Directors have not recommend any dividend of 6% on Cumulative Redeemable Preference Shares.

LISTING OF SECURITIES

The companys shares are listed with Bombay Stock Exchange, Mumbai and the annual listing fee for the year 2010-11 has been paid to the Bombay Stock Exchange at Mumbai.

DIRECTORS

During the year under review Sri P Maruthi Babu has been appointed as Additional Director of your company and will retire by rotation at the forthcoming Annual General Meeting. A Notice from shareholder proposing his appointment as Director of the company has been received together with the requisite deposit of Rs. 500 and is proposed for appointment.

Sri T R Rajagopaian and Sri S Venkataswamy will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

The Nomination of Sri Abhay Soi has been withdrawn by the Rajasthan Leasing Private Limited w.e.f. 15.4.2010 on account of redemption of the Non-Convertible Debentures on 31.03.2010 and the board has appreciated the services of Sri Abhay Soi during his tenure as director.

Sri TV Sandeep Kumar Reddy has resigned as Managing Director w.e.f.20.04.2010, but he will continue to be as Vice Chairman of the Company.

Dr. AK Bhattacharya has resigned as director w.e.f. 29.05.2010, due to his pre-occupation. The Board places on record the appreciation of the valuable services rendered Dr. AK Bhattacharya during his tenure as Director of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

PARTICULARS OF EMPLOYEES

There are no employee in the company who are drawing prescribed salary under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

AUDITORS

The Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Secunderabad will retire at the conclusion of the ensuing Annual General Meeting as the Statutory Auditors of the company. They have signified their willingness to accept reappointment and have further confirmed their eligibility under Section 224 ("1 -B) of the Companies Act, 1956.

COST AUDIT

The Central Government pursuant to Section 233 B of the Companies Act, 1956 has ordered that the company carries out an audit of cost accounts relating to sugar every year. M/s. K Narasimha Murthy & Co, Cost Accountants was appointed as Cost Auditor of the company for the year 2010-11.

CONSERVATION OF ENERGY, ETC

Information relating to Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-A which forms part of this Report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance and a certificate from the Company Secretary in practice is given in the Annexure - B and Annexure-C respectively, which forms part of this report.

AMALGAMATION

At the meeting of the directors held on 20.04.2010, your directors have approved the amalgamation of the M/s GSR Sugars Private Limited (group company) with the company for consolidation of the business and for future growth of the company. The appointed date for amalgamation is 01.04.2010. The Company has initiated the process and applied to Bombay Stock Exchange for their No Objection for amalgamation of the companies and in a month time the company proposes to file the applications with the Honble High court of Andhra Pradesh.

INTIMATION TO BIFR

As at 31.03.2009, the accumulated losses has resulted in erosion of more than 50% of the net worth of the company and the company has become potentially sick company under the Sick Industrial Companies (Special Provisions) Act, 1985. Company had intimated to the Board for Industrial and Financial Reconstruction (BIFR) on 22.09.2009 the potential sickness of the company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 your directors state:

1. That in preparation of the Annual Accounts the applicable Accounting Standards have been followed by the company;

2. That your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31.03.2010 and of the profit or loss of the company for the year ended on that date;

3. That your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That your Directors have prepared annual accounts on a going concern basis.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be peaceful during the year.

ACKNOWLEDGEMENTS

The Board of Directors would like to place on record their appreciation of the assistance and guidance extended by the Financial Institutions/Banks viz, YES BANK Limited, IOB, CDR cell, SBI, BOB, AB and PNB. Your Directors express their gratitude to the shareholders for the confidence reposed in the management. Your Directors also place on record their sincere appreciation of the total commitment and hard work put in by all the employees of the company.

For and on behalf of the Board T Indira Subbarami Reddy Chairperson Place :Hyderabad Date :29 th May 2010