Directors Report of Shree Renuka Sugars Ltd.

Mar 31, 2025

In accordance with the Companies Act, 2013 ("the Act") and Rules framed there under and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors
("the Board") of Shree Renuka Sugars Limited ("the Company") present their Twenty-Nineth Annual Report and
Audited Financial Statements for the financial year ended 31^st March 2025.

Standalone Financial Results

The highlights of the standalone financial results are as under:

Particulars	FY 2024-25	FY 2023-24
Total Income	104,240	108,981
Earnings before interest, taxes, depreciation and amortization and foreign exchange loss	7,206	7,195
Foreign exchange loss (net)	385	334
Financial expenses	7,229	8,276
Depreciation	2,628	2,520
Profit/(Loss) before provision for tax	(3,036)	(3,935)
Provision for taxation:
- Income Tax relating to earlier years	-	21
- Deferred Tax	(478)	1,639
Net Profit/(Loss)	(2,558)	(5,595)
Total Comprehensive Income/(Loss)	(2,255)	(5,824)
Retained Earnings and Items of Other Comprehensive Income (OCI) brought forward from the previous year	(36,882)	(31,236)
Changes in Retained Earnings	(1,816)	(4,841)
Changes in Items of OCI	(633)	(805)
Closing Retained Earnings and Items of OCI	(39,330)	(36,882)

Operating Highlights

The Company achieved total income of H 104,240 Mn.
(PY: H 108,981 Mn.) for the year ended 31^st March 2025.
The EBITDA (excluding foreign exchange loss) for the
year under review stood at H 7,206 Mn. (PY: H 7,195 Mn.)
while the Net Loss stood at H 2,558 Mn. (PY Net Loss:
H 5,595 Mn.) i.e., reduction of 54% in Net Loss. Analysis
of operating performance is covered under the
Management Discussion and Analysis ("MDA") Report
which forms part of this Annual Report.

There have been no material changes and
commitments, which affect the financial position of the
Company, that have occurred between the end of the
financial year to which these financial statements relate
and on the date of this Annual Report.

Changes in the nature of business

During the year under review, the Company did not
undergo any change in the nature of its business.

Material events during the year under review

There have been no material events that have occurred
in the Company during the year under review except
for the one mentioned under the head "Material
updates about Subsidiary Companies" to which
Shareholders can refer.

Dividend & Dividend Distribution Policy

Since the Company has carried forward losses as on
31^st March 2025, your Directors have not recommended
any dividend for the financial year ended 31^st March 2025.
The Company has formulated the Dividend Distribution
Policy which can be accessed on the Company''s
website at https://renukasugars.com/pdf/corporate-
qovernance/dividend-distribution-policy.pdf.

Transfer to Reserves

During the year under review, your Company has not
transferred any amount to the Reserves.

Deposits

During the year under review, your Company has
not accepted any deposits from the public within
the meaning of Sections 73 and 74 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014.

Management Discussion and Analysis Report

The MDA Report on the business and operations of the
Company is given in a separate section and forms part
of this Annual Report.

Subsidiary Companies and Consolidated
Financial Statements

As stipulated by Regulation 33 of the SEBI Listing
Regulations, the Consolidated Financial Statements
have been prepared by the Company in accordance
with the applicable Accounting Standards. The
Audited Consolidated Financial Statements together
with the Auditors'' Report thereon, forms part of
this Annual Report.

Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the financial
statements of each subsidiary, in the prescribed Form
AOC-1 is provided in the financial statements forming
part of this Annual Report.

Pursuant to Rule 8 of the Companies (Accounts) Rules,
2014, the highlights of performance of subsidiaries and
their contribution to the overall performance of the
Company during the period under review are provided
in the notes to Consolidated Financial Statements
forming part of this Annual Report. There was no
material change in the nature of business of any of the
subsidiaries during the year.

Pursuant to Section 136 of the Act, the Audited
Standalone and Consolidated Financial Statements,
and related information of the Company and accounts
of each of the subsidiaries of the Company are
available on the website of the Company at https://
renukasugars.com/financials/. These documents of the
Company will be made available to the Shareholders
for inspection electronically, upon request, up to the
date of the ensuing Annual General Meeting ("AGM").
The Company will make available the documents of the
subsidiaries upon request by any Shareholder of the
Company interested in obtaining the same.

Subsidiaries/Joint Ventures/Associates

As on 31^st March 2025, the Company has 5 subsidiaries
(including 4 wholly owned subsidiaries). The Company

does not have Joint Ventures (JVs) and Associate
Companies (ACs) classified as such under the Act.

During the year under review, the following changes
occurred in the Company''s holding structure:

• The Hon''ble National Company Law Tribunal,
Bengaluru Bench vide its Order dated 22^nd October
2024, has approved the scheme of merger of
Monica Trading Private Limited, Shree Renuka Agri
Ventures Limited & Shree Renuka Tunaport Private
Limited ("Transferor Companies"), wholly owned
subsidiaries of the Company, with the Company
with an appointed date of 1^st April 2022.

The merger became effective from 6^th
December 2024.

• On 22^nd November 2024, Renuka Commodities
DMCC ("Renuka Dubai") (based out of Dubai), a
wholly owned subsidiary of the Company sold
its 17.12% stake in Shree Renuka Global Ventures
Limited ("SRGVL") (based out of Mauritius), to
Freeway Trading Limited at a consideration of USD
4,325. As a consequence of this sale by Renuka
Dubai, SRGVL and its step-down subsidiaries
ceased to be associates of the Company with
effect from 22^nd November 2024.

During the year under review, the Board revised the
Policy for Determining Material Subsidiaries of the
Company with effect from 11^th February 2025 to align
with the current laws and regulations. The Company''s
revised Policy can be accessed on the Company''s
website at https://renukasuqars.com/pdf/corporate-
governance/material-subsidiaries-policy.pdf.

Material updates about Subsidiary Companies

• Merger of subsidiary companies with the Company

The Board at their meeting held on 24^th May 2022,
had given an in-principle approval for Scheme
of Merger of Monica Trading Private Limited,
Shree Renuka Agri Ventures Limited and Shree
Renuka Tunaport Private Limited, wholly owned
subsidiaries of the Company, with the Company
("Transferee Company"). The National Company
Law Tribunal (NCLT), Mumbai Bench approved the
Scheme of Merger of the Transferor Companies
with the Company and issued a certified copy of
the Order which is filed in Form INC-28 with the
Registrar of Companies, Mumbai (ROC).

The approval on the application filed with NCLT Bench
at Bengaluru was received on 22^nd October 2024,

which become effective from 6^th December 2024
consequent to the approval given by the Registrar of
Companies, Karnataka to the Form INC-28 filed by the
Transferor Companies and the Transferee Company.

As a result of this, the Transferor Companies were
merged with the Company with effect from 6^th
December 2024.

Share Capital

Ai itlinricoW Chtare f''anital

Share Capital	as on 1st April 2024	as on 31st March 2025
i) Equity Share	H 8,000 Mn.	*H 8,251.10 Mn.
Capital	(8,000,000,000	(8,251,100,000
	Equity Shares	Equity Shares of
	of Re. 1 each)	Re. 1 each)
ii) Preference	H 17,150 Mn.	H 17,150 Mn.
Share Capital	(171,500,000	(171,500,000
	Preference	Preference
	Shares of	Shares of
	H 100 each)	? 100 each)
Total Authorised Share Capital	J 25,150 Mn.	J 25,401 Mn.

*During the year, Equity Share Capital was increased due to the
merger of the Company''s wholly owned subsidiaries with the
Company w.e.f. 6^th December 2024.

Issued, Subscribed and Paid-up Share Capital

Issued, Subscribed and Paid-up Share Capital as on 31st March 2025
Equity Share Capital	H 2,128.49 Mn. (2,128,489,773 equity shares of Re. 1 each fully paid- up)

During the year there was no change in the Issued,
Subscribed and Paid-up Share Capital of the Company.
There were no instances where the Company failed to
implement any corporate action within the specified
time limit. As on 31^st March 2025, 99.88% of the total
paid- up Equity Share Capital of the Company stands in
dematerialized form.

Board of Directors and Key Managerial
Personnel

Appointment/Re-appointment of Directors

Pursuant to the provisions of Section 152 of the Act,
Mr. Ravi Gupta (DIN: 00133106), the Executive Director
and Mr. Charles Loo Cheau Leong (DIN: 08737827),
the Non-Executive Director of the Company, are

liable to retire by rotation at the ensuing AGM and
being eligible, offer themselves for re-appointment.
The Board recommends their re-appointment at
the ensuing AGM.

In accordance with Section 149 and other applicable
provisions, if any, of the Act, the Companies
(Appointment and Qualification of Directors) Rules,
2014, the SEBI Listing Regulations and pursuant to
the recommendation made by the Nomination and
Remuneration Committee and approval by the Board
of Directors at its meeting held on 11^th February 2025
and the Shareholders of the Company on 21^st March
2025 through Postal Ballot, Mr. Seetharaman Sridharan
(DIN: 01773791) and Mr. Siraj Hussain (DIN: 05346215)
were re-appointed as the Independent Directors
of the Company for a second consecutive term of
5 (five) years w.e.f. 9^th August 2025. As per Regulation
17(1A) of the SEBI Listing Regulations, the Shareholders
also approved continuation of Directorship of
Mr. Seetharaman Sridharan (DIN: 01773791), as the
Independent Director of the Company after him
attaining the age of 75 years during his second term as
the Independent Director.

The Board of Directors, on the recommendation
of Nomination and Remuneration Committee, at
their meeting held on 7^th August 2025 appointed
Mr. Dorab Mistry (DIN: 07245114) as the Independent
Director of the Company with effect from
1^st November 2025 for a term of 5 (five) consecutive
years, subject to approval of the Shareholders.
The Board recommends his appointment to the
Shareholders at the forthcoming AGM. Accordingly,
a resolution seeking Shareholders approval for the
appointment of Mr. Mistry and also his continuation
as the Independent Director on attaining the age
of 75 years during his term, forms part of the Notice
convening the ensuing AGM.

Dr. B.V. Mehta (DIN: 00895163), Independent Director of
the Company will retire with effect from end of business
hours on 12^th November 2025, upon completion of
his second consecutive term of five years as the
Independent Director of the Company.

The Board places on record its deep appreciation
for the invaluable contributions of Dr. Mehta to the
proceedings of the Board and the Committees of
which he was a member, during his tenure as an
Independent Director.

The Shareholders can refer to the Notice of the AGM
to get all required disclosures and details in respect of
the Directors seeking appointment/re-appointment at
the ensuing AGM.

Independent Directors

The Company had 6 (six) Independent Directors on the
Board during the year and as on 31^st March 2025.

The Board is of the opinion that the Independent
Directors of the Company possess requisite
qualifications, expertise and experience and they hold
the highest standards of integrity.

The Company has received the declarations from the
Independent Directors of the Company confirming that:

a) they meet the criteria of independence as
laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of SEBI Listing Regulations and
there has been no change in the circumstances
which may affect their status as an Independent
Director and that they are not aware of any
circumstance or situation, which exist or may
be reasonably anticipated, that could impair
or impact their ability to discharge their duties
with an objective independent judgment and
without any external influence and that they are
independent of the management; and

b) they have registered their names in the
Independent Directors'' data bank maintained
by Indian Institute of Corporate Affairs in terms
of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of
Directors) Rules, 2014 . The Independent Directors
have also affirmed that they have complied with
the Company''s Code of Business Conduct & Ethics
and Code for Independent Directors prescribed
in Schedule IV to the Act.

Key Managerial Personnel (KMP)

In accordance with the provisions of Section 2(51)
and Section 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following are the KMP of the
Company as on 31^st March 2025:

• Mr. Atul Chaturvedi, Executive Chairman

• Mr. Vijendra Singh, Executive Director & Dy. CEO

• Mr. Ravi Gupta, Executive Director

• Mr. Sunil Ranka, Chief Financial Officer

• Mr. Deepak Manerikar, Company Secretary

During the year under review, there were no changes
to the KMP of the Company.

Cessation of Directors

During the year under review, none of the Directors
resigned from the Board of the Company.

None of the Directors are disqualified under Section
164 of the Act. Further, they are not debarred from
holding the office of Director pursuant to the Order of
the Securities Exchange Board of India ("SEBI") or any
other authority.

Nomination and Remuneration Policy

The policy of the Company on Directors'' and Senior
Managements'' appointment and remuneration
including criteria for determining their qualifications,
positive attributes, independence of a Director and
other matters provided under Section 178(3) of the
Act and the SEBI Listing Regulations is adopted by
the Board. We affirm that the remuneration paid to
the Directors and the Senior Management is as per the
terms laid out in the Nomination and Remuneration
Policy of the Company.

During the year under review, the Board has revised
the Nomination and Remuneration Policy of the
Company with effect from 11^th February 2025 to align
with the current laws and regulations. The revised
policy can be accessed on the website of the
Company at https://renukasugars.com/pdf/corporate-
governance/nomination-and-remuneration-policy-
amended-9-8-2022.pdf.

Performance Evaluation

Pursuant to the provisions of the Act and the SEBI
Listing Regulations, the Board has undertaken an
evaluation of its own performance, the performance of
its Committees and of all the individual Directors based
on various parameters relating to roles, responsibilities
and obligations of the Board, effectiveness of its
functioning, contribution of Directors at meetings
and the functioning of its Committees. Detailed
questionnaires were circulated covering various
parameters relevant for the evaluation of the Board
and Committees. The performance evaluation of
the Chairman and the Non-Independent Directors
was carried out by the Independent Directors in
their separate meeting. The Board expressed their
satisfaction with the evaluation process.

The meeting of Independent Directors of the Company
was held on 19^th March 2025 to discuss matters as per the
provisions of the Act and the SEBI Listing Regulations.

Board Meetings & Committees of the Board
Board Meetings

During the year under review, 4 (four) Board Meetings
were held. For further details, please refer to the
Report on Corporate Governance, which forms a part
of this Annual Report.

Committees of the Board

The Committees of the Board focus on certain specific
areas and make informed decisions in line with the
delegated authority.

The following statutory committees are constituted by
the Board, which function according to their respective
roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

Details of composition, terms of reference, number
of meetings held and other details for respective
Committees are given in the Report on Corporate
Governance, which forms a part of this Annual Report.

Compliance with Secretarial Standards

During the year under review, the Company has
complied with all the mandated Secretarial Standards
issued by the Institute of Company Secretaries of India.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms
of Section 134(3)(c) of the Act:

• that in the preparation of the annual accounts,
the applicable accounting standards have been
followed along with no material departures;

• that the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31^st March
2025 and of the loss of the Company for the year
ended on that date;

• that the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

• that the Directors have prepared the annual
accounts on a going concern basis;

• that the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

• that the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

Auditors and Auditors'' Report
Statutory Auditors

M/s. S R B C & CO LLP, Chartered Accountants (Firm
Registration No: 324982E/E300003) were re-appointed
as the Statutory Auditors of the Company at the
26^th Annual General Meeting held on 16^th September
2022, for a second term of five consecutive years
to hold office from the conclusion of the 26^th Annual
General Meeting till the conclusion of 31^st Annual
General Meeting. The Report given by M/s. S R B C &
CO LLP, on the financial statements of the Company
for the financial year 2024-25 forms part of this Annual
Report. There are no qualifications, reservations,
adverse remarks or disclaimers given by the Auditors
in their Report.

Secretarial Auditors

M/s. GDR & Partners LLP, Company Secretaries (Firm
Registration No: L2024KR016500), were appointed as
the Secretarial Auditors of the Company for a period
of five consecutive years, commencing from FY2025-
26 to FY2029-30, at the Board Meeting held on
7^th August, 2025, based on the recommendation of
the Audit Committee, subject to the approval of the
Shareholders at the ensuing AGM of the Company.
They will undertake secretarial audit as required and
issue the necessary Secretarial Audit Report for the
aforesaid period in accordance with the provisions
of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and amended Regulation 24A of
the SEBI Listing Regulations. They have confirmed that

their appointment complies with the eligibility criteria
in terms of the SEBI Listing Regulations. The resolution
seeking Shareholders approval for their appointment
forms part of the Notice convening the ensuing AGM.

The Secretarial Audit Report issued by M/s. DVD &
Associates, Practicing Company Secretary (Membership
No. F6055/ CP No. 6515) for the financial year
2024-25 confirms that the Company has complied
with the provisions of the Act, Rules, Regulations and
Guidelines and it does not contain any qualifications,
reservations or adverse remarks or disclaimers
except the instances of delay in filing of intimation/
announcement with the Stock Exchanges as mentioned
in Point No. (v)(i) of the said Report. The Secretarial
Audit Report is provided as Annexure I to this Report.

As per the requirements of the SEBI Listing Regulations,
Secretarial Audit Report of Anamika Sugar Mills Private
Limited ("ASMPL"), material unlisted subsidiary of the
Company, issued by M/s.NAM & Associates, Practising
Company Secretary is provided as Annexure II to this
Report. The Secretarial Audit Report of ASMPL confirms
that they have complied with the provisions of the
Act, Rules, Regulations and Guidelines and it does
not contain any qualifications, reservations or adverse
remarks or disclaimers.

Explanation to the comments of Secretarial
Auditors

In respect of the Secretarial Auditors'' comments in their
Report dated 3^rd July 2025 on delay in filing Outcome
of Board Meeting held on 29^th May 2024, and a few
instances wherein there was delay in filing intimations
of notices/penalties received by the Company under
Regulation 30 of the SEBI Listing Regulations, your
Directors would like to state that the Company is
committed to comply with all the applicable laws and
regulations, and has a robust mechanism to ensure
compliance with the same. Serious cognizance has
been taken of the delayed compliance reported by
the Secretarial Auditors in their Report. All possible
measures are being taken to ensure that the compliance
mechanism is further strengthened to avoid any such
non-compliances or delays in the future.

In respect of the delay in filing the Outcome of the Board
Meeting held on 29^th May 2024, inter-alia, for approval
of the Financial Results, your Directors would like to
clarify that the delay in filing was caused by internet
connectivity issues resulting from technical glitches
at the Company''s end. This delay was due to factors
beyond our control and hence purely unintentional and

without any mala fide intention. It may also be noted
that the Board Meeting concluded after trading hours
on 29^th May 2024 and hence there was no effect on the
price of the securities of the Company due to late filing
of the outcome. Furthermore, no unpublished price-
sensitive information was disclosed prior to the filing of
the outcome with the Stock Exchanges.

In respect of the delay in filing intimations of notices/
penalties received by the Company, your Directors
would like to state that the delay was due to late
receipt of the intimation from the concerned teams.
This delay was purely unintentional and without any
malafide intention.

Cost Auditors

The Board has appointed M/s. B. M. Sharma & Co,
Cost Accountants, as the Cost Auditor to audit the
cost records of the Company. The Board, based on
the recommendation of the Audit Committee has
approved their appointment, for conducting the cost
audit for financial year 2025-26. The remuneration
payable to the Cost Auditor is subject to approval
by the Shareholders of the Company. Accordingly,
a resolution seeking Shareholders approval for the
remuneration payable to M/s. B. M. Sharma & Co, Cost
Accountant for financial year 2025-26, forms part of the
Notice of the ensuing AGM, along with relevant details,
including the proposed remuneration.

In terms of Section 148 of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, it is stated that the
cost accounts and records are made and maintained by
the Company as specified by the Central Government
under sub-section 148(1) of the Act.

Reporting of frauds by auditors

During the year, the Statutory Auditor, the Secretarial
Auditor and the Cost Auditor have not reported any
instance of fraud committed in the Company by its
officers or employees under Section 143(12) of the Act.

Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and
Outgo

Information pursuant to the provisions of Section 134(3)
(m) of the Act and the rules framed thereunder relating
to conservation of energy, technology absorption,
foreign exchange earnings and outgo as per the
Act, forms part of this Report and is annexed hereto
as Annexure III.

Corporate Governance Report

In compliance with Regulation 34 read with Schedule
V of the SEBI Listing Regulations, a detailed Report
on Corporate Governance is given in a separate
section which forms part of this Annual Report. A
Certificate from the Practising Company Secretary
confirming compliance with the conditions of
Corporate Governance as stipulated under the SEBI
Listing Regulations is appended to the Corporate
Governance Report.

Particulars of Employees

The information required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is appended at Annexure IV.

The statement containing the particulars of the top ten
employees and the employees drawing remuneration
in excess of the limits prescribed under Section 197(12)
of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in Annexure IV forming
part of this Report. In terms of the proviso to Section
136(1) of the Act, the Annual Report is being sent to the
Shareholders and others entitled thereto, excluding the
aforesaid statement. The said statement is available
for inspection with the Company. Any Shareholder
interested in obtaining a copy of the same may write to
the Company Secretary at [e-mail].

Contracts and Arrangements with Related
Parties

During the year under review, all transactions entered
into with the related parties by the Company were
approved/ratified by the Audit Committee and the
Board. Certain transactions, which were repetitive in
nature, were approved through the omnibus route.
As per the SEBI Listing Regulations, any related
party transaction exceeding H 1,000 crore or 10%
of the annual consolidated turnover, as per the last
audited financial statement, whichever is lower, is
considered as material and requires approval of the
Shareholders. Accordingly, the Company sought and
obtained the necessary Shareholders approval for the
year under review.

All Contracts/Arrangements entered by the Company
during the financial year under review with related
parties were on an arm''s length basis and in the
ordinary course of business except for certain
Contracts/Arrangements that were on arm''s length

basis but not in ordinary course of business. Details
of all Material Related Party Transactions entered into
by the Company during the financial year 2024-25 are
provided in Form AOC-2 annexed hereto as Annexure V.
The details of transactions with related parties as
required under Ind AS-24 and 2A of Schedule V of
the SEBI Listing Regulations are given in notes to the
financial statements.

During the year under review, the Board has revised the
Policy on Related Party Transactions of the Company
with effect from 11^th February 2025 to align with the
current laws and regulations. The revised policy can be
accessed on the website of the Company at https://
renukasugars-com/pdf/corporate-governance/
revised-rpt-policy-feb2025.pdf.

Particulars of Loans, Guarantees or
Investments

Particulars of loans, guarantees given, securities
provided, and investments made are provided in the
notes to the standalone financial statements.

Corporate Social Responsibility

Your Company is committed to Corporate Social
Responsibility (CSR) by catering to the needs of
the weaker sections of society. However, since the
Company has an average net loss for the three
immediately preceding financial years, the requirement
of CSR spending for the financial year 2024-25
was not applicable to the Company as per Section
135(5) of the Act.

The CSR Policy of the Company can be accessed on
the Company''s website at https://renukasugars.com/
pdf/corporate-governance/policy-on-corporate-
social-responsibility.pdf.

The report on the CSR activities is appended at
Annexure VI to the Board''s Report.

Investor Education and Protection Fund
(IEPF)

Pursuant to the provisions of Section 124 of the Act,
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (''IEPF Rules'') read with the relevant circulars
and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven
years from the due date, is required to be transferred
to Investor Education and Protection Fund (IEPF),
constituted by the Central Government. Further, all
shares in respect of which the dividend has not been

paid or claimed for seven consecutive years shall be
transferred by the Company to IEPF.

Accordingly, the Company has transferred the entire
amount of unpaid/unclaimed dividend remaining to
be paid or claimed for seven consecutive years and
the corresponding shares to IEPF in the previous years
except an unclaimed amount of Rs.0.02 Mn. which is
in dispute. Hence, during the year under review, no
unclaimed/ unpaid dividend amount and corresponding
shares were due to be transferred to IEPF.

The Shareholders whose dividend / shares have been
transferred to IEPF, may claim the same by submitting
an online application in Form IEPF-5 available on
the website of IEPF (www.iepf.gov.in). The detailed
refund procedure is also available on the website
of the Company and can be accessed on https://
renukasugars.com/shareholders-service

The Shareholders can find details of Nodal Officer of the
Company at https://renukasugars.com/shareholders-
service in "Contact Us" tab and the details of unclaimed/
unpaid dividends and equity shares transferred to IEPF
at https://renukasuqars.com/shareholders-service in
"Unclaimed Dividend" tab.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the
Act, read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return
of the Company in the Form MGT-7 for the financial
year 2024-25 can be accessed on the website of the
Company at https://renukasugars.com/financials/
annual-returns/fy-2024-25.pdf.

Risk Management & Internal Financial
Controls

The Company has adopted a Risk Management
Policy which is reviewed on a periodic basis in order
to recognize, assess and reduce exposure to risks
wherever possible, identify steps to mitigate risks and
to identify risk owners for all types of risks.

The Company''s Risk Management Policy is based on
the philosophy of achieving substantial growth while
mitigating and managing risks involved. The Company''s
internal control systems with reference to the financial
statements are adequate and commensurate with the
nature of its business and the size and complexity of its
operations. Periodic audits and checks are conducted
and the controls to prevent, detect and correct any
irregularities in the operations have been laid down
by the Company.

The details relating to the composition, powers, roles,
terms of reference, number of meetings held, attendance
at the meetings etc. of the Risk Management Committee
are given in detail in the Corporate Governance Report,
which forms part of this Annual Report.

Whistle Blower Policy and Vigil Mechanism

Pursuant to the SEBI Listing Regulations and the Act,
the Company has in place a Whistle Blower Policy/
Vigil Mechanism to deal with unethical behaviour,
victimisation, fraud and other grievances or concerns
of Directors, employees and stakeholders.

The Whistle Blower Policy can be accessed on the
Company''s website at https://renukasugars.com/pdf/
corporate-governance/whistle-blower-policv.pdf.

During the year under review, no complaints were
received by the Company under the policy.

Prevention of Sexual Harassment at
Workplace

The Company has complied with the requirement of
constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ("POSH")
and Rules made thereunder.

The following are the details of the complaints received
under POSH during the year:

(a) number of complaints of sexual harassment
received in the year: Nil

(b) number of complaints disposed off during the
year: Not Applicable

(c) number of cases pending for more than
ninety days: Nil

Human Resources (HR)

Shree Renuka Sugars Limited (SRSL) has redefined its
Human Resources function into a transformation catalyst
- fuelling a shift from traditional operations to a purpose-
driven, agile, and culturally aligned people strategy. We
have moved beyond conventional frameworks to create
a workplace where every employee feels empowered,
engaged, and aligned with the organization''s vision. By
embedding technology into everyday HR interactions,
we''ve fostered a culture of transparency, real-time
responsiveness, and continuous improvement - deeply
rooted in our values of Excellence, Passion, Ownership,
Integrity, Speed, and Safety.

At the heart of this transformation is a conscious effort
to build an inclusive, high-trust, and digitally enabled
culture across all factory and corporate locations.
From onboarding to performance management, every
stage of the employee lifecycle is now designed to
reflect clarity, fairness, and empowerment. Employees
can now access intuitive platforms for self-service,
performance feedback, and communication - enabling
quicker decisions, deeper engagement, and data-
backed workforce planning. Our efforts have once
again been recognized with prestigious accolades,
including certification as a Great Place to Work® for
the second consecutive year, inclusion in the Top 50
Best Workplaces in Manufacturing, and listing among
India''s Best Workplaces™ in FMCG, backed by a 90%
Trust Index© Score.

A notable highlight this year was the seamless
integration of Anamika Sugar into the SRSL culture.
HR led a comprehensive transition covering cultural
immersion, value alignment, and people capability
upliftment. The transformation included sensitization
workshops for leadership, digitized people process,
SOP standardization, and targeted skilling initiatives
aligned with the operational / business needs. The
change journey was further reinforced through cross¬
location mentorship, transparent communication, and
continuous engagement - ensuring that Anamika''s
employees not only adapted but embraced the SRSL
identity with confidence and pride.

Our focus on governance and compliance remains
uncompromising. We confirm compliance with
all applicable labour laws. All employees undergo
structured training on POSH, Data Privacy, Anti¬
Corruption, & Business Ethics. We maintain a robust
compliance framework, supported by Regular audits,
Policy reviews, and Digital documentation, ensuring
accountability and transparency across locations.

In parallel, we have amplified efforts toward inclusion,
wellness, and sustainability - critical pillars in building
a future-ready workforce. Our DEI programs are
strengthening representation, while cultural events
and Employee Resource Groups enhance connection
and belonging. Over 37 medical camps, digital health
screenings, and our "Wellness Month" campaign
have helped raise awareness and support mental and
physical well-being. Additionally, we continue to adopt
sustainable HR practices - minimizing paper usage

through digitization, running green awareness drives,
and promoting responsible workplace behaviour in line
with our broader ESG commitments.

Through this Integrated approach - anchored in
culture, enabled by systems, and guided by strong
governance. SRSL is not just transforming but
redefining what it means to be a people-centric,
future-forward organization.

Business Responsibility and Sustainability
Report (“BRSR")

In terms of Regulation 34 and Schedule V of the SEBI
Listing Regulations read with Circular No. SEBI/HO/
CFD/ CFD-SEC-2/P/CIR/2023/122 dated 12^th July
2023, and Circular No. SEBI/HO/CFD/CMD-2/P/
CIR/2021/562 dated 10^th May 2021, the Company
has prepared the BRSR on the environmental, social,
and governance disclosures, including BRSR Core
consisting of Key Performance Indicators as on 31^st
March 2025 as stipulated under the SEBI Listing
Regulations and the same can be accessed on the
website of the Company at https://renukasuqars.com/
shareholders-service/brsr-fy2024-25.pdf.

A statement with respect to the compliance
of the provisions relating to the Maternity
Benefit Act, 1961

The Board confirms the compliance of the provisions
relating to the Maternity Benefit Act, 1961 by the
Company for the year under review.

Other Disclosures/Reporting

Your Directors state that no disclosure or reporting is
required in respect of the following events as there
were no transactions that took place during the
year under review.

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

• Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

• Passing of significant or material orders by the
Regulators or Courts or Tribunals which impact
the going concern status and the Company''s
operations in future.

• Pending application and/or proceedings under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year.

• Any one-time settlement during the year, and
hence, the details of difference between amount
of the valuation done at the time of one-time
settlement and the valuation done while taking
loan from the Banks or Financial Institutions along
with the reasons thereof is not applicable.

• Receipt of any remuneration or commission by
the Whole-Time Directors of the Company from
the Holding Company or Subsidiary Company
of the Company.

• Non-acceptance of Audit Committee
recommendations by the Board during the year.

Appreciation & Acknowledgements

The Board wishes to place on record its gratitude for

the assistance and co-operation received from the

financial institutions, banks, government authorities,
customers, vendors and cane growers and finally
to all its Shareholders for the trust and confidence
reposed in the Company. The Board wishes to record
its sincere appreciation for the significant contributions
made by employees at all levels for their competence,
dedication and contribution towards the operations
of the Company.

For and on behalf of the Board

Sd/-

Atul Chaturvedi

Date: 7th August 2025 Executive Chairman

Place: Mumbai DIN: 00175355

---

Mar 31, 2024

In accordance with the Companies Act, 2013 ("the Act") and Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors ("the Board") of Shree Renuka Sugars Limited ("the Company") present their Twenty-Eighth Annual Report and Audited Financial Statements for the financial year ended 31^st March 2024.

Standalone Financial Results

The highlights of the standalone financial results are as under:		('' in Mn.)
Particulars	FY 2023-24	FY 2022-23
Revenues	108,981	86,862
Earnings before interest, taxes, depreciation and amortization and foreign exchange loss	7,195	7,197
Foreign exchange loss (net)	334	720
Financial expenses	8,276	5,413
Depreciation	2,520	2,291
Profit /(Loss) before provision for tax and exceptional items	(3,935)	(1,227)
Exceptional items	-	-
Provision for taxation:
- Income Tax relating to earlier years	21	-
- Deferred Tax	1,639	130
Net Profit/(Loss)	(5,595)	(1,357)
Total comprehensive income/(Loss)	(5,824)	(328)
Retained Earnings and Items of Other Comprehensive Income (OCI) brought forward from the previous year	(31,236)	(29,782)
Changes in Retained Earnings	(4,841)	(656)
Changes in Items of OCI	(805)	(799)
Closing Retained Earnings and Items of OCI	(36,882)	(31,236)

Operating Highlights

The Company achieved total revenue of '' 108,981 Mn. (PY: '' 86,862 Mn.) for the year ended 31^st March 2024. The EBITDA for the year under review stood at '' 7,195 Mn. (PY: '' 7,197 Mn.) while the Net Loss stood at '' 5,595 Mn. (PY Net Loss: '' 1,357 Mn.). Analysis of operating performance is covered under Management Discussion and Analysis (MDA) Report which forms part of this Annual Report.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and on the date of this Annual Report.

Material events during the year under review

In accordance with the approval of the Board dated

23^rd September 2023:

• On 6^th October 2023, the Company acquired 100% Equity Share Capital, i.e. 50,048,589 Equity Shares of '' 10 each of M/s. Anamika Sugar Mills Private Limited ("Anamika") at '' 47.05 per share, for a total consideration of '' 2,355 Mn.

• The Company further invested an amount of '' 1,095 Mn. in Anamika by subscribing to 23,273,114 Equity Shares of '' 10/- each at issue price of '' 47.05/- issued on Rights basis on 11^th October 2023.

• The Company issued and allotted 28,500 Rated, Guaranteed, Listed, Unsecured Non-Convertible

Redeemable Non - Convertible Debentures ("NCD") at face value of '' 100,000/- each aggregating to '' 2,850 Mn. to DBS Bank Limited on a private placement basis on 4^th January 2024. The details of NCD outstanding as on 31^st March 2024 are provided in the Corporate Governance Report forming part of this Annual Report.

Dividend & Dividend Distribution Policy

Since the Company has carried forward losses as on 31^st March 2024, your Directors have not recommended any dividend for the financial year ended 31^st March 2024. The Company has formulated the Dividend Distribution Policy which may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-qovernance/dividend-distribution-policy.pdf.

Transfer to Reserves

Pursuant to exemption provided under Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, the Company was not required to create Debenture Redemption Reserve (DRR) for privately placed NonConvertible Redeemable Non- Convertible Debentures (NCDs) issued and allotted during the financial year under review.

For the NCDs issued during previous financial years, DRR is created to the extent of 25% of the value of NCDs, as per the requirements of the applicable laws.

Deposits

During the year under review, your Company has not accepted any deposits from the public within the meaning of Sections 73 and 74 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Management Discussion and Analysis (MDA) Report

The MDA report on the business and operations of the Company is given in a separate section and forms part of this Annual Report.

Subsidiary Companies and Consolidated Financial Statements

As stipulated by Regulation 33 of SEBI Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements together with Auditors'' Report, forms part of the Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of each subsidiary, in the prescribed Form AOC-1 is provided in the financial statements forming part of this Annual Report.

Pursuant to the Rule 8 of the Companies (Accounts) Rules, 2014, the highlights of performance of subsidiaries and their contribution to the overall performance of the Company during the period under review is provided in the notes to Consolidated Financial Statements forming part of this Annual Report. There was no material change in the nature of the business of any of the subsidiaries during the year.

Pursuant to Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements, and related information of the Company and accounts of each of the subsidiaries of the Company are available on the website of the Company at https://renukasugars. com/financials/. These documents of the Company will be made available to the Members for inspection electronically, upon request, up to the date of the ensuing Annual General Meeting. The Company will make available the documents of the subsidiaries upon request by any Member of the Company interested in obtaining the same.

During the year under review, Anamika became a wholly owned subsidiary of the Company with effect from 6^th October 2023. None of the companies ceased to be subsidiaries of the Company.

The Company''s Policy for Determining Material Subsidiaries may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-governance/policy-on-determining-material-subsidiaries.pdf.

Material updates about Subsidiary Companies

• Merger of subsidiary companies with the Company

The Board at their meeting held on 24^th May 2022, had given an in-principle approval for scheme of amalgamation/merger of Monica Trading Private Limited ("MTPL"), Shree Renuka Agri Ventures Limited ("SRAVL") and Shree Renuka Tunaport Private Limited ("SRTPL"), wholly owned subsidiaries of the Company, with the Company. The National Company Law Tribunal (NCLT), Mumbai Bench after processing the application, approved the scheme of merger of MTPL with the Company and issued certified copy of the order

which is filed in Form INC-28 with the Registrar of Companies, Mumbai (ROC). The said order will become effective upon filing of NCLT, Bangalore Bench''s order for merger of SRAVL and SRTPL with the Company.

In respect of the application filed with the Bangalore Bench of NCLT, the final hearing of the case is scheduled on 7^th August 2024. The scheme would be implemented once approval of both the benches is received.

• Capital Reduction of KBK Chem-Engineering Private Limited

The Mumbai bench of NCLT, on 23^rd February 2024 approved capital reduction petition filed by KBK Chem-Engineering Private Limited on 14^th March 2023 for reducing an amount of '' 1,088.55 Mn. out of the Securities Premium Account as on 31^st December 2022, for writing off equivalent amount of deficit in the statement of Profit and Loss Account of the Company as on that date.

Share Capital

During the year under review, there were no issue/ allotment of Equity Shares or securities convertible into Equity Shares. The share capital of the Company as on 31^st March 2024 stands at '' 2,128.49 Mn. comprising of 2,128,489,773 equity shares of '' 1 each fully paid-up. As on 31^st March 2024, 99.86% of the total paid-up Equity Share Capital of the Company stands in the dematerialized form.

During the year under review, there were no instances where the Company failed to implement any corporate action within the specified time limit.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Act, Mr. Jean-Luc Bohbot (DIN: 06857132), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the forthcoming Annual General Meeting.

Pursuant to Section 152 and other applicable provisions, if any, of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1A) of SEBI Listing Regulations and pursuant to

the recommendation made by the Nomination & Remuneration/Compensation Committee and the Board of the Company at their meeting held on 11^th August 2023, and the Members of the Company at their 27^th Annual General Meeting held on 25^th September 2023 approved continuation of Mr. Kuok Khoon Hong (DIN: 00021957), as a Non-Executive Director of the Company liable to retire by rotation, after him attaining the age of 75 on 30^th April 2024.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, expertise and experience and they hold highest standards of integrity. The Independent Directors of the Company have confirmed compliance with the relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

None of the Directors are disqualified under Section 164 of the Act. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Atul Chaturvedi, Executive Chairman, Mr. Vijendra Singh, Executive Director & Dy. CEO, Mr. Ravi Gupta, Executive Director, Mr. Sunil Ranka, Chief Financial Officer and Mr. Deepak Manerikar, Company Secretary, are the Key Managerial Personnel of the Company.

During the year under review, none of the Directors resigned from the Board of the Company and there were no changes to the Key Managerial Personnel of the Company.

Nomination and Remuneration Policy

The policy of the Company on Directors and Senior Management appointment and remuneration including criteria for determining their qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and SEBI Listing Regulations is adopted by the Board. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The policy maybe accessed on the website of the Company at https://renukasugars. com/pdf/corporate-governance/nomination-and-remuneration-policy-amended-9-8-2022.pdf.

Performance Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Detailed questionnaires were circulated covering various parameters relevant for the evaluation of the Board and Committees. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board expressed their satisfaction with the evaluation process.

The meeting of Independent Directors of the Company was held on 14^th March 2024 to discuss matters as per the provisions of the Act and SEBI Listing Regulations.

All the Independent Directors have furnished ''Declaration of Independence'' stating that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. The Independent Directors have also affirmed that they have complied with the Company''s Code of Business Conduct & Ethics and Code for Independent Directors prescribed in Schedule IV to the Act.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have also submitted a declaration that they have registered themselves on the online data bank of the Indian Institute of Corporate Affairs.

Meetings of the Board

During the year, six meetings of the Board were held, the details of which are given in the report on Corporate Governance, which forms part of this Annual Report.

The maximum interval between any two Board Meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

Compliance with Secretarial Standards

During the year under review, the Company has complied with all the mandated Secretarial Standards issued by the Institute of Company Secretaries of India.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;

(b) that the 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^st March 2024 and of the loss of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts on a going concern basis;

(e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively except to the extent mentioned in Annexure 2 to the Auditors'' Report which forms part of this Annual Report; and

(f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Auditors'' Report

M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were re-appointed as Statutory Auditors of the Company at the 26^th Annual General Meeting held on 16^th September 2022, for a second term of 5 consecutive years to hold office from the conclusion of the 26^th Annual General Meeting till the conclusion of 31^st Annual General Meeting. The Report given by M/s. S R B C & CO LLP, on the financial statements of the Company for financial year 2023-24 forms part of this Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their Report except to the extent as mentioned in Annexure 2 to the Auditors'' Report which forms part of this Annual Report.

During the financial year 2023-24, the Statutory Auditors did not report any matter under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134(3) of the Act.

Explanation to the comments of the statutory auditors on their report on Internal Financial Controls

Your Directors would like to state that except to the extent of the comments of the statutory auditors in Annexure 2 (Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013) of their report dated 29 th May 2024 on the standalone financial statements, the internal controls of the Company are working effectively. The Company thoroughly re-evaluates its internal control environment on a regular basis by reviewing its existing policies, procedures and processes in general. The Company conducts regular audits from independent external experts to assess the efficacy of the processes.

In respect of the comments on Commodity derivatives transactions, your Directors would like to state that the Company has a robust Commodity Risk Management Policy (the Policy) and the Executive Directors and the Risk Management Committee (RMC) oversee the implementation of this policy. Due cognizance has been taken of the auditors'' observation on operational part and implementation procedures of the Policy. In the interest of facilitating conduct of business, and given the substantial increase in refinery volumes during the year under review, risk exposure limits have been suitably increased by RMC. Further, Commodity Risk Management Policy has been amended for enhanced control and monitoring.

In respect of the comments on Impairment assessment, your Directors would like to state that the Company

regularly assesses the impairment of investment and loans which is supported by adequate documentation, assumptions and supporting evidence. The management reviews the assumptions underlying the impairment testing on a regular basis. Based on the comments of the statutory auditors, additional layers of review will be added to strengthen the review mechanism / process.

In respect of the comments on inventory valuation, we have noted the observations of the statutory auditors. Your Directors would like to state that, due to volatility of prices of sugar in international market and the absence of market prices for by-products/intermediaries, the existing process for review of inventory valuation will be further strengthened using improved valuation methodology to reduce the possibility of errors.

In respect of the comments on the review of financial closure process, your Directors would like to state that the Company has instituted processes to ensure that the review mechanism and its documentation is working effectively.

Your Directors would like to assure that the internal control systems are working effectively and we are committed to strengthen the efficacy of the same.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board, at its meeting held on 11^th August 2023 had appointed M/s. DVD & Associates, Practicing Company Secretary (Membership No. F6055/ CP No. 6515), to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March 2024 is annexed herewith at Annexure I to this Report. There are no qualifications or observations made by the Secretarial Auditor in the said report, except as mentioned in point v (i) of the said report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134(3) of the Act.

Explanation to the comments of Secretarial Auditors

In respect of Secretarial Auditors'' comments in their report dated 6^th June 2023 on delay in filing an intimation of record date for purposes of payment of interest/payment of repayment amount to BSE Limited, your Directors would like to state that the delay in compliance has been cured, as the Company has made the payment of the penalty. Your Directors further state that the Company is committed to comply with the

Listing Regulations and has a robust mechanism to ensure compliance with the same. Serious cognizance has been taken of the non-compliance reported by the Secretarial Auditors in their report. All possible measures are being taken to ensure that the compliance mechanism is further strengthened to avoid any such non-compliances in the future.

Cost Auditors

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. B. M. Sharma & Co, Cost Accountants, as the Cost Auditor to audit the cost records for the financial year 2024-25. The remuneration payable to the Cost Auditor is subject to approval by the members of the Company. Accordingly, a resolution seeking members'' approval for the remuneration payable to M/s. B. M. Sharma & Co, Cost Accountant for financial year 202425, forms part of the Notice of the forthcoming Annual General Meeting, along with relevant details, including the proposed remuneration.

In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section 148 (1) of the Act.

During the year, the Cost Auditors had not reported any matter under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134(3) of the Act.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to the provisions of Section 134(3)(m) of the Act and the rules framed thereunder relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as per the Act, forms part of this Report and is annexed hereto at Annexure II.

Corporate Governance

In compliance with Regulation 34 read with Schedule V of SEBI Listing Regulations, a detailed report on Corporate Governance is given in a separate section and forms part forms part of this Annual Report. A Certificate from the Practising Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under SEBI Listing Regulations is appended to the Corporate Governance Report.

Particulars of Employees

The information in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure III. Further, the statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure III which forms part of this Report. In terms of Section 136(1) of the Act, the Annual Report and the financial statements are being sent to the Members of the Company excluding the aforesaid Annexure which is available for inspection at the request of any Member.

Contracts and Arrangements with Related Parties

All Contracts/Arrangements entered by the Company during the financial year under review with related parties were on an arm''s length basis and in the ordinary course of business except for the Contracts/ Arrangements referred in Form AOC-2 annexed hereto as Annexure IV. The details of transactions with related parties as required under Ind AS-24 and 2A of Schedule V of SEBI Listing Regulations are given in notes to the financial statements.

The Company''s Policy on Related Party Transactions may be accessed on the Company''s website at https:// renukasuqars.com/pdf/corporate-qovernance/ tpt-policy-srsl.pdf

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the standalone financial statements.

Corporate Social Responsibility

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society. The CSR Committee vide Circular Resolutions dated 23^rd February 2023 and 8^th January 2024, approved the CSR spending for the financial year 2023-24 and carried out the same. The CSR Policy of the Company may be accessed on the Company''s website at https://renukasugars.com/pdf/ corporate-governance/policy-on-corporate-social-responsibility.pdf

The report on the CSR activities is appended at Annexure V to the Board''s Report.

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules'') read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to IEPF, constituted by the Central Government. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to IEPF.

During the year under review, the Company has not transferred any unclaimed/unpaid dividend amount and shares to IEPF.

The details of unclaimed/unpaid dividends and equity shares transferred to IEPF maybe accessed on the website of the Company at https:// renukasugars.com/shareholders-service/ and chrome-extension://efaidnbmnnnibpcajpcglclefindmkai/ https://renukasugars.com/pdf/shares-trfd-to-iepf. pdf respectively.

The contact details of Nodal Officer of the Company maybe accessed on the website of the Company at https://renukasuqars.com/pdf/shares-trfd-to-iepf.pdf

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in the Form MGT-7 for the financial year 202324 maybe accessed on the website of the Company at https://renukasugars.com/pdf/shareholders-service/ agm/annual-return-fv-2025-24.pdf

Risk Management & Internal Financial Controls

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize, assess and reduce exposure to risks wherever possible, identify steps to mitigate risks and to identify risk owners for all types of risks.

The Company''s Risk Management Policy is based on the philosophy of achieving substantial growth while mitigating and managing risks involved. The Company''s internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its

operations except the extent mentioned in Annexure 2 to the Auditors'' Report which forms part of this Annual Report. Periodic audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company.

The details relating to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Risk Management Committee are given in detail in the Corporate Governance Report, which forms part of this Annual Report.

Whistle Blower Policy and Vigil Mechanism

Pursuant to SEBI Listing Regulations and the Act, the Company has in place a Whistle Blower Policy/ Vigil Mechanism to deal with unethical behaviour, victimisation, fraud and other grievances or concerns of Directors, employees and stakeholders. The Whistle Blower Policy may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-governance/whistle-blower-policy.pdf

During the year under review, no complaints were received by the Company under the policy.

Prevention of Sexual Harassment at Workplace

The Company has complied with the requirement of constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder.

During the year, there were no complaints received by the Company under the said Act.

Human Resources (HR)

The Company has transformed its human resources strategy, creating a "People Organization" that empowers and engages employees while aligning them with the company''s long-term vision. This holistic approach to employee development is evident in the establishment of a cutting-edge Centre for HR Excellence, which leverages digital tools and data-driven insights to streamline processes, optimize talent management, and drive organizational growth. Additionally, the Company''s unwavering commitment to nurturing a positive and supportive work environment has been recognized with a prestigious Great Place to

Work certification, further solidifying its position as an employer of choice.

By transitioning from a traditional transactional model to a people-centric approach, the Company has fostered a culture of continuous improvement and employee empowerment. The Company invests in its workforce through customized training programs, objective performance management, and optimized organizational structures. This creates an environment where employees feel valued, motivated, and equipped to reach their full potential.

The Company places a strong emphasis on investing in its human capital through comprehensive training programs for employees at all levels, equipping them with the necessary skills and knowledge to excel. Simultaneously, the Company nurtures a robust talent pipeline by identifying and developing high-potential individuals for future leadership roles through mentorship, workshops, and cross-functional assignments. This holistic approach to talent management strengthens the Company''s workforce and creates a dynamic environment where employees feel valued and empowered to reach their full potential, ensuring the Company''s continued growth and success.

Business Responsibility and Sustainability Report ("BRSR")

In terms of Regulation 34 and Schedule V of SEBI Listing Regulations read with Circular No. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, and circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10^th May 2021, the Company has prepared the BRSR on the environmental, social, and governance disclosures, including BRSR Core consisting of Key Performance Indicators as on 31^st March 2024 as stipulated under the SEBI Listing Regulations and the same can be accessed at the website of the Company at https://renukasuqars.com/pdf/shareholders-service/ agm/brsr-fy-2023-24.pdf

Other Disclosures/Reporting

Your Directors state that no disclosure or reporting is required in respect of the following events as there were no transactions that took place during the year under review.

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• Passing of significant or material orders by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

• Pending application and/or proceedings under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

• Any one-time settlement during the year, and hence, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

• Receipt of any remuneration or commission by the Whole Time Directors of the Company from the Holding Company or Subsidiary Company of the Company.

• Non-acceptance of Audit Committee recommendations by the Board during the year. The name of the Company''s holding company has been changed from Wilmar Sugar Holdings Pte. Ltd. to Wilmar Sugar and Energy Pte. Ltd. effective from 30^th April 2024.

Appreciation & Acknowledgements

The Board wishes to place on record its gratitude for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and cane growers and finally to all its Members for the trust and confidence reposed on the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the operations of the Company.

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Mar 31, 2023

The Board of Directors present their Twenty-Seventh Annual Report and audited financial statements for the financial year ended 31^st March 2023.

Standalone Financial Results

The highlights of the standalone financial results are as under:		(Rs. in Million)
Particulars	FY 2022-23	FY 2021-22
Revenues	86,862	62,091
Earnings before interest, taxes, depreciation, and amortization (excluding foreign exchange gain/loss)	7,197	4,781
Foreign exchange loss (net)	720	315
Financial expenses	5,413	3,755
Depreciation	2,291	2,010
Profit /(loss) before provision for tax and exceptional items	(1,227)	(1,299)
Exceptional Items	-	2,514
Provision for taxation:
- Income Tax relating to earlier years	-	-
- Deferred Tax / (Income)	130	84
Net Profit/(Loss)	(1,357)	1,131
Total comprehensive income/(loss)	(328)	3,125
Retained Earnings and Items of Other Comprehensive Income (OCI) brought forward from the previous year	(29,782)	(33,096)
Changes in Retained Earnings	(656)	1,599
Changes in Items of OCI	(799)	1,715
Closing Retained Earnings and Items of OCI	(31,236)	(29,782)

Operating Highlights

The Company achieved total revenue of INR 86,862 million for the year ended 31^st March 2023 as against INR 62,091 million for the previous year. The EBITDA (excluding foreign exchange gain/loss) for the year under review stood at INR 7,197 million as compared to INR 4,781 million for the previous year, while the Net loss stood at INR 1,357 million as compared to Net profit of INR 1,131 million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.

In February 2023, the Company commenced commissioning activities of its expanded ethanol production capacity at Athani (from 300 KLPD to 450 KLPD) and at Munoli (from 120 KLPD to 500 KLPD). With this, the Company''s ethanol production capacity stands increased from 720 KLPD to 1250 KLPD.

There were no material changes in the nature of business of the Company during the year under review.

Dividend & Dividend Distribution Policy

Since the Company has carried forward losses as on 31^st March 2023, your Directors have not recommended any dividend for the financial year ended 31^st March 2023. The Company has complied with the requirement of formulation of the Dividend Distribution Policy of the Company which may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-governance/dividend-distribution-policy.pdf

Transfer to Reserves

Debenture Redemption Reserve (DRR) is created to the extent of 25% of the non-convertible debentures (NCDs) equally over the period till maturity of the NCDs, as per the

requirements of the applicable laws. Since the Company has already transferred requisite amount to DRR, the Company has not transferred any further amount to DRR during the financial year ended 31^st March 2023.

Deposits

During the year under review, your Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the “Act") and the Companies (Acceptance of Deposits) Rules, 2014.

Management Discussion and Analysis Report

The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in a separate section and forms part of this Annual Report.

Subsidiary Companies and Consolidated Financial Statements

As stipulated by Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“SEBI Listing Regulations"), the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors'' Report, forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 (“the Act"), a statement containing the salient features of the financial statements of each subsidiary, joint venture and joint operations in the prescribed Form AOC-1 is provided in the financial statements forming part of this Annual Report.

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the highlights of performance of subsidiaries and their contribution to the overall performance of the Company during the period under review is provided in the notes on consolidated financial statements forming part of this Annual Report. There was no material change in nature of the business of any of the subsidiaries during the year.

Pursuant to Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of each of the subsidiaries of the Company are available on the website of the Company at https:// renukasugars.com/en/financials.html. These documents will be made available to the Members for inspection electronically, upon request, up to the date of the ensuing Annual General Meeting. The Company will make available the documents of the subsidiaries upon request by any

member of the Company interested in obtaining the same.

During the year under review, no company became or ceased to be a subsidiary of the Company.

The Board of Directors, at its meeting held on 24^th May 2022, approved the Scheme of Amalgamation of wholly owned subsidiaries namely Monica Trading Private Limited (MTPL), Shree Renuka Agri Ventures Limited (SRAVL), and Shree Renuka Tunaport Private Limited (SRTPL) with the Company. The said scheme was filed with the Stock Exchanges on 1^st August 2022. The Company has filed an application with National Company Law Tribunal (NCLT), Mumbai Bench for merger of MTPL and National Company Law Tribunal, Bangalore Bench for merger of SRAVL and SRTPL with the Company. All t he necessary compliances as per directions issued by the Mumbai bench have been complied and t he compliance affidavit has been filed with Mumbai NCLT, which has issued order of amalgamation, a copy of which is awaited. In respect of applications filed with Bangalore NCLT Bench, the Company has complied with the dispatch notices to creditors and regulatory authorities. Clearance from Registrar of Companies, Regional Director and Official Liquidator is awaited.

The Company''s Policy for Determining Material Subsidiaries may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-governance/ policy-on-determining-material-subsidiaries.pdf

Merger of Gokak Sugars Limited with the Company

The Company had received an in-principle approval from BSE Ltd. and National Stock Exchange of India Ltd. (NSE) on 11^th March 2022 for merger of Gokak Sugars Limited (GSL) with the Company. Company could not proceed with filing the application with NCLT within the prescribed time line.

Subsequently, the Board of Directors the Board of Directors, at their meeting held on 11^th August 2023, had approved revised scheme of merger of GSL with the Company. The Company will be approaching BSE and NSE for their approval and proceed with the filing of the application with NCLT as soon as the approvals are received.

CHANGE OF NAME:

The Shareholders had approved change in the name of the Company to “Shree Renuka Enterprises Limited" vide their resolution dated 29^th June 2022.

However, due to operational reasons, the Company did not apply the Central Government for its approval to the change of name.

Share Capital

During the year under review, there was no change in the paid-up share capital of the Company which stands at Rs. 212,84,89,773 comprising of 212,84,89,773 equity shares of Re 1 each fully paid-up. As on 31^st March 2023, 99.85% of the total paid-up equity share capital of the Company stands in the dematerialized form.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Act, Mr. Kuok Khoon Hong (DIN: 00021957), Non-Executive Director of the Company, is liable to retire by rotation at Meeting and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment at the ensuing Annual General Meeting (“AGM").

In terms of the Regulation 17(1A) of the SEBI Listing Regulations, with effect from 1^st April 2019, no listed Company shall appoint or continue the appointment of a Non-executive Director, who has attained the age of 75 years, unless a special resolution is passed to that effect. As Mr. Kuok Khoon Hong, will turn 75 years in the next financial year, on the recommendation of the Nomination & Remuneration/Compensation Committee (NRC), and taking in account Mr. Khoon Hong''s seniority, expertise and vast experience, which has immensely benefitted the Company, the Board of Directors at their meeting held on 11^th August 2023 had approved the continuation of Mr. Khoon Hong as a Non-Executive Director of the Company, liable to retire by rotation subject to the special resolution passed by the Members in the ensuing AGM.

Brief Resume of Mr. Khoon Hong is circulated to the Members as part of the Annual Report.

The Board of Directors, through Circular Resolution and on the recommendation of the NRC, appointed Mr. Arun Chandra Verma (DIN: 06981070) as an Independent Director of the Company for a period of 5 (Five) years with effect from 1^st April 2022. Subsequently, the Members, vide their resolution passed through Postal Ballot on 29^th June 2022, approved the appointment of Mr. Verma as an Independent Director, to hold office for a term of 5 (Five) years with effect from 1^st April 2022.

Mr. Dorab Mistry (DIN:07245114) and Mr. Bhupatrai Premji (DIN: 07223590) retired as Independent Directors of the Company, upon completion of their second term as Independent Director on 21^st August 2022. The Board placed its gratitude towards the valuable contribution of Mr. Dorab Mistry and Mr. Bhupatrai Premji during their tenure.

The Board of Directors, on the recommendation of the NRC, appointed Mr. Seetharaman Sridharan (DIN: 01773791)

and Mr. Siraj Hussain (DIN: 05346215) as Independent Directors of the Company as per the provisions of Sections 149, 152 and 161 of the Companies Act, 2013 for a term of 5 (Five) years with effect from 9^th August 2022. Subsequently, the Members, at the 26^th Annual General Meeting held on 16^th September 2022, approved the appointments of Mr. Sridharan and Mr. Hussain as Independent Directors, to hold office for a term of 5 (Five) years with effect from 9^th August 2022.

The Board of Directors, on the recommendation of the NRC, approved the appointment of Mr. TK Kanan (DIN: 00020968) as an Alternate Director to Mr. Khoon Hong with effect from 19^th May 2022.

The Board of Directors, on the recommendation of the NRC, re-appointed Mr. Madhu Rao (DIN: 02683483) as an Independent Director of the Company as per the provisions of Sections 149, 152 and 161 of the Companies Act, 2013 for the second term of 5 (Five) years effective from 27^th June 2023. Subsequently, the Members had, vide resolution passed through Postal Ballot on 17^th June 2023, approved the appointment of Mr. Rao as an Independent Director, to hold office for the second term of 5 (Five) years with effect from 27^th June 2023.

The Board is of the opinion that the Independent Directors of the Company including those appointed during the year possess requisite qualifications, expertise and experience and they hold highest standards of integrity. The Independent Non-Executive Directors of the Company have confirmed compliance with relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

The policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and SEBI Listing Regulations adopted by the Board is appended as Annexure I to this Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The policy is available on the website of the Company https://renukasugars.com/pdf/corporate-governance/nomination-remuneration-policy.pdf.

As on date of this report, Mr. Atul Chaturvedi, Executive Chairman, Mr. Vijendra Singh, Executive Director & Dy. CEO, Mr. Ravi Gupta, Executive Director, Mr. Sunil Ranka, Chief Financial Officer and Mr. Deepak Manerikar, Company Secretary, are the Key Managerial Personnel of the Company.

Performance Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

The separate meeting of Independent Directors of the Company was held on 14^th March 2023 to discuss matters as per the provisions of Companies Act, 2013 and SEBI Listing Regulations.

The Board hereby confirms that the Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations.

Meetings of the Board

During the year, five meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance, which forms part of this Annual Report.

The Company has complied with the requirements of SS-1 (Secretarial Standard on meetings of the Board of Directors) in respect of the meetings of the Board of Directors held during the year.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;

(b) that the 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^st March 2023 and of the loss of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the

Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts on a going concern basis;

(e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Auditors’ Report

M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were re-appointed as Statutory Auditors of the Company at the 26^th AGM held on 16^th September 2022, for a second term of 5 consecutive years to hold office from the conclusion of the 26^th AGM till the conclusion of 31^st AGM.

During FY 2022-23, the Statutory Auditors had not reported any matter under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134(3) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s. DVD & Associates, Practicing Company Secretary (Membership No. F6055/CP No. 6515), to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31^st March 2023 is annexed herewith as Annexure II to this Report. There are no qualifications or observations made by the Secretarial Auditor in the said report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134(3) of the Act.

Cost Auditors

The Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. B. M. Sharma & Co, Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending 31^st March 2023. Remuneration payable to the Cost Auditor is subject to ratification by the Members of the Company. Accordingly, a resolution seeking Members'' approval for ratification of the remuneration payable to M/s. B. M. Sharma & Co,

Cost Accountant, forms a part of the Notice of the enusing AGM, along with relevant details, including the proposed remuneration.

In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Act.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to the provisions of Section 134(3) (m) of the Act and the rules framed thereunder relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as per the Companies Act,

2013 forms part of this Report and is annexed hereto as Annexure III.

Corporate Governance

In compliance with Regulation 34 read with Schedule V of SEBI Listing Regulations, a detailed report on Corporate Governance forms part of this Annual Report. A Certificate from the Practising Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under SEBI Listing Regulations is appended to the Corporate Governance Report.

Particulars of Employees

The information in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is given as Annexure IV. Further, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the annual report and the financial statements are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection and any Member interested in obtaining a copy of the Annexure may write to the Company Secretary.

Employee Stock Option Scheme

The NRC of the Board of Directors of the Company, inter alia, administers and monitors the SRSL Employees Stock Option Plan-2011 (“Scheme") of the Company in accordance with applicable SEBI regulations.

During the year under review, the Company has not granted any fresh Stock Options to the employees.

Contracts and Arrangement with Related Parties

All Contracts/arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The details required under Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure V. The details of transactions with related parties are given in notes to the financial statements. Details showing the disclosure of transactions with related parties as required under Ind AS-24 and 2A of Schedule V of SEBI Listing Regulations are set out in the financial statements.

The Company''s Policy on Related Party Transactions may be accessed on the Company''s website at https:// renukasugars.com/pdf/corporate-governance/tpt-policy-srsl.pdf

Particulars of Loans, Guarantees orInvestments

Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the financial statements.

Corporate Social Responsibility

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society. The CSR Committee vide Circular Resolution dated 1^st March 2023, approved the CSR spending for the financial year 2021-2022 and carried out the same. The CSR Policy of the Company may be accessed on the Company''s website at https:// renukasugars.com/pdf/corporate-governance/policy-on-corporate-social-responsibility.pdf

The report on the CSR activities is appended as Annexure VI to the Board''s Report.

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'') read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (‘IEPF''), constituted by the Central Government. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to IEPF.

During the year under review, the Company was not required to transfer any unclaimed/unpaid dividend and shares to IEPF.

The details of unclaimed/unpaid dividends and equity shares transferred to IEPF are available on the website of the Company at https://renukasugars.com/en/ shareholders-service.html

The contact details of Nodal Officer of the Company are available on the website of the Company at https:// renukasugars.com/en/shareholders-service.html

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the Annual Return of the Company for FY 2022-23 is available on the website of the Company at https://renukasugars.com/en/financials.html

Risk Management & Internal Financial Controls

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize, assess and reduce exposure to risks wherever possible, identify steps to mitigate risks and to identify risk owners for all types of risks.

The Company''s Risk Management Policy is based on the philosophy of achieving substantial growth while mitigating and managing risks involved. The Company''s internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company.

The details relating to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Risk Management Committee are given in detail in the Corporate Governance Report, which forms part of this Annual Report.

Whistle Blower Policy

Pursuant to SEBI Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015, and the Act, the Company has in place a Whistle blower Policy/ Vigil Mechanism to deal with unethical behaviour, victimisation, fraud and other grievances or concerns of directors, employees and stakeholders. The Whistle blower

Policy may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-governance/ whistle-blower-policy.pdf

During the year under review, no complaints were received by the Company under the policy.

Prevention of Sexual Harassment at Workplace

The Company has complied with the requirement of constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder.

During the year, there were no complaints received by the Company under the said Act.

Human Resources (HR)

The Company''s HR policies and procedures are designed to recruit and retain the best talent to support the operations of the Company and to align the interest of employees with the long term organizational goals.

HR department has outlined a talent management strategy in place designed for the company to gain optimal results. In order to achieve desired goals, HR has facilitated the Company to transform from good to great and made efforts in building “A People Centric Organisation".

Further, by marching forward, HR has been able to transform the organisation by building “A People Centric Organisation" by aligning people with the Company''s goals and visions, by objective and key result-driven performance, custom made training programs at all levels, investing in existing and future talent supply and optimizing talent pipeline.

Material Changes & Events after Balance Sheet Date

1. The Company entered into a non-binding term sheet for acquisition of 100% equity shares in a sugar manufacturing company based in Uttar Pradesh. The proposal may be finalized after satisfactory due diligence.

2. The Board of Directors approved Merger of Gokak Sugars Limited (93.6% subsidiary) with the Company in its meeting held on 11^th August 2023.

This is subject to the Company obtaining all the requisite approvals.

Business Responsibility and Sustainability Report” (“BRSR")

In terms of Regulation 34 of SEBI Listing Regulations read with circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10^th May 2021, new reporting requirements on Environment, Social and Governance (ESG) parameters were prescribed under “Business Responsibility and Sustainability Report" (‘BRSR''). The BRSR seeks disclosure on the performance of the Company against nine principles of the “National Guidelines on Responsible Business Conduct" (‘NGRBCs''). As per the SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalization. Accordingly, BRSR for the financial year ended 31^st March 2023, is annexed as Annexure VII.

Restructuring of Non-convertible Debentures

During the year under review, the company restructured the terms of 1,500, 11.70% Non-Convertible Debentures (NCDs) and 1,000, 11.30% Non-Convertible Debentures (NCDs) of the Company aggregating to Rs. 250 crores, issued to LIC of India. These NCDs are listed on the Wholesale Debt Market (WDM) Segment of BSE Limited. The in-principle approval for the restructuring was issued by BSE on 15^th March 2023 and execution of documentation for restructuring/amendments of existing terms was made on 27^th and 28^th March 2023. The Company is in the process of completing the documentation/formalities for listing of these restructured NCDs on BSE Limited. The summary of restructured NCDs are as given below:

ISIN	ROI	Nos. of NCDs	Face value	(In Rs. )	Maturity
INE087H07094	11.70%	750	10,00,000	75,00,00,000	31-Mar-28
INE087H07102	11.00%	750	10,00,000	75,00,00,000	31-Mar-32
INE087H07128	11.30%	500	10,00,000	50,00,00,000	31-Mar-28
INE087H07110	11.00%	500	10,00,000	50,00,00,000	31-Mar-32

Other Disclosures/Reporting

Your Directors state that no disclosure or reporting is

required in respect of the following items as there were no

transactions on these items during the year under review.

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

• No application has been made by the Company and neither any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

• The Company has not done any one-time settlement during the year, and hence, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

• The Whole time Directors of the Company are not receiving any remuneration or commission from the Holding Company or Subsidiary Company of the Company.

• All recommendations of Audit Committee during the year were accepted by the Board.

Appreciation & Acknowledgements

The Board wishes to place on record its gratitude for the assistance and co-operation received from the financial institutions, banks, lenders, government authorities, customers, vendors and cane growers and finally to all its Members for the trust and confidence reposed in the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by the employees at all levels for their competence, dedication and contribution towards the operations of the Company.

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Mar 31, 2022

The Board of Directors presents their Twenty-Sixth Annual Report and audited financial statements for the financial year ended 31st March 2022.

Results of our operations and state of affairs

The highlights of the standalone financial results are as under:

(Rs. in Mn)
Particulars	FY 2021-22	FY 2020-21
Total Income	62,091	56,116
Profit /(loss) before financial expenses, depreciation and exceptional items	4,466	6,353
Financial expenses	3,755	3,686
Depreciation	2,010	2,013
Profit /(loss) before provision for tax and exceptional items	(1,299)	654
Exceptional Items - Income	2,514	1,499
Provision for taxation:
- Income Tax relating to earlier years	-	-
- Deferred Tax / (Income)	84	1,596
Net Profit/(Loss)	1,131	557
Total comprehensive income/(loss)	3,125	117
Retained Earnings and Items of Other Comprehensive Income (OCI) brought forward from the previous year	(33,096)	(34,139)
Changes in Retained Earnings	1,599	1,247
Changes in Items of OCI	1,715	(203)
Closing Retained Earnings and Items of OCI	(29,782)	(33,096)

Operating Highlights

The Company achieved total income of INR 62,091 million for the year ended 31st March 2022 as against INR 56,116 million for the previous year. The EBITDA (excluding foreign exchange gain/loss) for the year under review stood at INR 4,781 million as compared to INR 5,606 million for the previous year, while the Net Profit stood at INR 1,131 million as compared to INR 557 million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.

There were no material changes in the nature of business of the Company during the year under review.

Dividend & Dividend Distribution Policy

Since the Company has carried forward losses as on 31st March 2022, your Directors have not recommended any dividend for the financial year ended 31st March 2022. The Company has complied with the requirement of formulation of the Dividend

Distribution Policy of the Company which may be accessed on the Company''s website at https:// renukasugars.com/pdf/corporate-governance/ dividend-distribution-policy.pdf.

Transfer to Reserves

Debenture Redemption Reserve (DRR) is created to the extent of 25% of the non-convertible debentures (NCDs) equally over the period till maturity of the NCDs, as per the requirements of the applicable laws. Since the Company does not have distributable profits, the Company Company has not transferred any amount to reserves during the financial year ended on 31st March 2022.

Deposits

During the year under review, your Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the “Act") and the Companies (Acceptance of Deposits) Rules, 2014.

Management Discussion and Analysis Report

The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in a separate section and forms part of this Annual Report.

Subsidiary Companies and Consolidated Financial Statements

As stipulated by Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations"), the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors'' Report, forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 (“the Act"), a statement containing the salient features of the financial statements of each subsidiary, joint venture and joint operations in the prescribed Form AOC-1 is provided in the financial statements forming part of this annual report.

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company during the period under review is provided in the notes on consolidated financial statements forming part of this annual report. There was no material change in nature of the business of any of the subsidiaries during the year.

Pursuant to Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of each of the subsidiaries of the Company are available on the website of the Company at www.renukasugars.com. These documents will be made available to the Members for inspection electronically, upon request, up to the date of the ensuing Annual General Meeting. The Company will make available the documents of the subsidiaries upon request by any member of the Company interested in obtaining the same.

During the year under review, no company became a subsidiary of the Company or Joint Venture or Associate Company.

During the year under review, the Company had filed the revised scheme of merger on 17th December 2021 with the Stock Exchanges i.e. BSE Limited (BSE) & National Stock Exchange of India Limited

(NSE) for seeking in-principle approval of merger of its subsidiary (93.64%), Gokak Sugars Limited, with the Company. BSE and NSE forwarded the same to SEBI with their recommendation. The Company has received No Objection letter from BSE and NSE on 11th March 2022 and is currently in the process of filing application to the National Company Law Tribunal for seeking approval for the said merger.

The Board of Directors, at its meeting held on 24th May 2022, approved the merger of Monica Trading Private Limited, Shree Renuka Agri Ventures Limited and Shree Renuka Tunaport Private Limited, wholly owned subsidiaries of the Company, with the Company. The Company has submitted the scheme of merger to the Stock Exchanges on 1st August 2022 pursuant to SEBI Listing Regulations. The Company is now in the process of filing application to the National Company Law Tribunal for seeking approval for the said merger.

The Company''s Policy for Determining Material Subsidiaries may be accessed on the Company''s website at https://renukasugars.com/pdf/ corporate-governance/policy-ondetermining-material-subsidiaries.pdf

Share Capital

During the year under review, there was no change in the paid-up share capital of the Company which stands at Rs. 212,84,89,773 comprising of 212,84,89,773 equity shares of Re 1/- each fully paid-up. As on 31st March 2022, 99.83% of the total paid-up equity share capital of the Company stands in the dematerialized form.

Conversion of NCD into RPS

1,500 Non-Convertible Debentures (NCDs) (11.70%) of Rs. 10 Lakhs each and 1,000 Non-Convertible Debentures (NCDs) (11.30%) of Rs. 10 Lakhs each aggregating to Rs. 250 Crores of the Company are listed on the Wholesale Debt Market (WDM) Segment of BSE Limited. The Company has filed an application for in-principle approval with BSE Limited (BSE) for conversion of 50% of listed NCDs into Redeemable Preference Shares, which is under process with Listing Operation team of BSE Limited.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Act, Mr. Charles Cheau Leong Loo (DIN: 08737827), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment

at the forthcoming Annual General Meeting. Brief Resume of Mr. Loo is circulated to the members as part of this Annual report.

The members, through notice of postal ballot dated 11th February 2022, approved the appointment of Mr. Ravi Gupta (DIN: 00133106) as an Executive Director of the Company for a period of five years with effect from 28th October 2021.

Mr. S. K. Tuteja (DIN: 00594076) completed his tenure as an Independent Director of the Company on 31st March 2022. The Board placed on record its gratitude towards the services of Mr. S K Tuteja for his contributions to the proceedings of the Board and the valuable advice given by him as a Board member over a period of his tenure of 15 years.

The members, through notice of postal ballot dated 27th May 2022, approved the appointment of Mr. Arun Chandra Verma (DIN: 06981070) as an Independent Director of the Company for a period of five years with effect from 1st April 2022.

The Board of Directors, on recommendation of the Nomination & Remuneration/Compensation Committee (NRC), approved the appointment of Mr. Tinniyan Kalyansundaram Kanan (DIN: 00020968) as an Alternate Director to Mr. Kuok Khoon Hong, Non-Executive Director, w.e.f. 19th May 2022.

The Board of Directors, on the recommendation of the NRC, appointed Mr. Seetharaman Sridharan (DIN: 01773791) and Mr. Siraj Hussain (DIN: 05346215) as Additional Directors (Independent) of the Company as per the provisions of Sections 149, 152 and 161 of the Companies Act, 2013 (“the Act") for a period of 3 (Three) years effective from 9th August 2022, subject to the approval of the members.

Brief resumes and other particulars of Mr. Sridharan and Mr. Hussain, as stipulated under Regulation 36(3) of the Listing Regulations/Secretarial Standard-2 on General Meetings, are given in the Notice of Annual General Meeting, which forms part of this Annual Report. The Board recommends the appointment of the aforesaid Directors for members'' approval.

The policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and Listing Regulations adopted by the Board is appended as Annexure I to the Board''s Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The policy is available

on the website of the Company at https://renukasugars.com/pdf/corporate-governance/nomination-remuneration-policy.pdf.

As on date of this report, Mr. Atul Chaturvedi, Executive Chairman, Mr. Vijendra Singh, Executive Director & Dy. CEO, Mr. Ravi Gupta, Executive Director, Mr. Sunil Ranka, Chief Financial Officer and Mr. Deepak Manerikar, Company Secretary, are the Key Managerial Personnel of the Company.

Performance Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

The meeting of Independent Directors of the Company was held on 29th March 2022 to discuss matters as per the provisions of Companies Act, 2013 and the Listing Regulations.

The Board hereby confirms that the Company has received necessary declaration from each independent directors under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

Meetings of the Board

During the year, four meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance, which forms part of this Annual Report.

The Company has complied with the requirements of SS-1 in respect of the meetings of the Board of Directors held during the year.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;

(b) that the 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 31st March 2022 and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts on a ''going concern'' basis;

(e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Auditors'' Report

M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were appointed as Statutory Auditors of the Company at the 21st Annual General Meeting (AGM) held on 21st December 2017, for a term of 5 years to hold office from the conclusion of the 21st AGM till the conclusion of 26th AGM.

As the term of M/s. S R B C & CO LLP comes to an end at the ensuing 26th AGM of the Company, it is proposed to appoint a firm of Chartered Accountants as may be recommended by the Audit Committee and approved by the Board of Directors, as Statutory Auditors of the Company for a term of five years to hold office from the conclusion of 26th AGM till the conclusion of 31st AGM. The details of the firm to be appointed as Statutory Auditors would be provided in the notice convening the Annual General Meeting.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no qualifications or observations made by the Statutory Auditor in the said report.

During FY 2021-22, the Statutory Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s. DVD & Associates, Practicing Company Secretary (Membership No. F6055/CP No. 6515), to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended 31st March 2022 is annexed herewith at Annexure II to this Report. There are no qualifications or observations made by the Secretarial Auditor in the said report.

During FY 2021-22, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.

Cost Auditors

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. B. M. Sharma & Co, Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending 31st March 2023. Remuneration payable to the Cost Auditor is subject to approval by the members of the Company. Accordingly, a resolution seeking members'' approval for the remuneration payable to M/s. B. M. Sharma & Co, Cost Accountants, forms part of Notice convening 26th AGM of the Company, along with relevant details of the proposed remuneration.

In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Act.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information as per the Companies Act, 2013 and the rules framed thereunder relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this Report and is annexed hereto as Annexure III.

Corporate Governance

In compliance with the Regulation 34 read with Schedule V of Listing Regulations, a detailed report on Corporate Governance forms part of this Annual

Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.

Particulars of Employees

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure IV to this Report.

Employee Stock Option Scheme

The Nomination & Remuneration/Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the SRSL Employees Stock Option Plan-2011 (“Scheme") of the Company in accordance with applicable SEBI regulations.

During the year under review, the Company has not granted any fresh Stock Options to the employees.

Contracts and Arrangements with Related Parties

All Contracts/arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis except for the Contracts/arrangements referred in form AOC-2 annexed hereto as Annexure V. The details of transactions with related parties are given in notes to the financial statements. Details showing the disclosure of transactions with related parties as required under Ind AS-24 and 2A of Schedule V of SEBI Listing Regulations are set out in the financial statements.

The Company''s Policy on Related Party Transactions may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-

governance/tpt-policy-srsl.pdf

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the financial statements.

Corporate Social Responsibility

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs

of the weaker sections of the society. Since the CSR Committee was dissolved on 25th June 2021, the CSR functions were discharged by the Board during the remaining part of the year under review. The CSR Policy of the Company may be accessed on the Company''s website at https:// renukasugars.com/pdf/corporate-governance/ policy-on-corporate-social-responsibility.pdf

The report on the CSR activities is appended at Annexure VI to the Board''s Report.

Based on the amount to be spent by the Company in terms of Section 135(9) of the Act, the provisions of constitution of CSR Committee have now again become applicable to the Company. Accordingly, the Board of Directors, at its meeting held on 9th August 2022, constituted a CSR Committee. The details relating to the composition, powers, roles, terms of reference etc. of CSR Committee are given in detail in the Corporate Governance Report, which forms part of this Annual Report.

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules'') read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (''IEPF''), constituted by the Central Government. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years have to be transferred by the Company to IEPF.

During the year under review, the Company has not transferred any unclaimed/unpaid dividends amount and shares to IEPF.

The details of unclaimed/unpaid dividends and equity shares transferred to IEPF are available on the website of the Company at https://renukasugars.com/pdf/shares-trfd-to-iepf. pdf.

The contact details of Nodal Officer of the Company are available on the website of the Company at https://renukasugars.com/en/contact-us.html

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management

and Administration) Rules 2014, the Annual Return of the Company for FY 2021-22 is available on the website of the Company at https://renukasugars. com/en/agm-2022.html

Risk Management & Internal Financial Controls

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize, assess and reduce exposure to risks wherever possible, identify steps to mitigate risks and to identify risk owners for all types of risks.

The Company''s Risk Management Policy is based on the philosophy of achieving substantial growth while mitigating and managing risks involved. The Company''s internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company.

The Board of Directors, at its meeting held on 25th June 2021, constituted a Risk Management Committee. The details relating to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Risk Management Committee are given in detail in the Corporate Governance Report, which forms part of this Annual Report.

Whistle Blower Policy

Pursuant to Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015, and the Act, the Company has in place a Whistleblower Policy/ Vigil Mechanism to deal with unethical behaviour, victimisation, fraud and other grievances or concerns of directors, employees and stakeholders. The Whistleblower Policy may be accessed on the Company''s website at https://renukasugars.com/pdf/ corporate-governance/whistle-blower-policy.pdf

During the year under review, no complaints were received by the Company under the policy.

Prevention of Sexual Harassment at Workplace

The Company has complied with the requirement of constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“the Act") and Rules made thereunder. During the year, there were no complaints received by the

Company under the Act.

Human Resources (HR)

The Company''s HR policies and procedures are designed to recruit and retain the best talent to support the operations of the Company.

HR department has outlined a talent management strategy in place designed for the company to gain optimal results. In order to achieve desired goals, HR has transformed from Good to Great and made efforts in building “A people organization".

HR has transformed from Good to Great by moving from Traditional & Transactional to a more People-centric organisation, creating Centre for HR Excellence,driven strategically with a digital orientation.

Further, by marching forward HR has been able to transform the organisation by building “A People Organization" by aligning people with the Company''s goals and visions, by objective and key result-driven performance, custom made training programs at all levels, investing in existing and future talent supply and optimizing organization structures and workflow to increase talent pipeline.

Material Changes & Events after Balance Sheet Date

There are no material changes which have occurred after the date of the Balance Sheet and the date of this report.

OTHER EVENTS

Qualified Institutional Placement

The shareholders of the Company, at their Annual General Meeting held on 2nd September 2021, approved raising of INR 15,000 Mn by way of equity through Qualified Institutional Placement (“QIP") to eligible Qualified Institutional Buyers (“QIB"), under Schedule VI of SEBI (ICDR) Regulations 2018. The Company had conducted non-deal road shows with potential investors, during the months of November to March 2022. The Company is planning to conduct further road shows and launch the QIP as soon as possible, subject to necessary statutory approvals.

Business Responsibility Report

The Business Responsibility Report for the year ended 31st March 2022 as stipulated under Regulation 34 of SEBI Listing Regulations is annexed which forms part of this Annual Report as Annexure VII.

• The Company has complied with the applicable Secretarial Standards for all Board meetings during the year.

• All recommendations of Audit Committee during the year were accepted by the Board.

Appreciation & Acknowledgements

The Board wishes to place on record its gratitude for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and cane growers and finally to all its members for the trust and confidence reposed on the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the operations of the Company.

For and on behalf of the Board

Atul Chaturvedi

Executive Chairman DIN: 00175355

Date: 9th August, 2022 Place: Mumbai

Other Disclosures/Reporting

Your directors state that no disclosure or reporting

is required in respect of the following items as there

were no transactions on these items during the year

under review.

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

• No application has been made by the Company and neither any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

• The Company has not done any one time settlement during the year, and hence, details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

• The Whole time Directors of the Company are not receiving any remuneration or commission from the Holding Company or Subsidiary Company of the Company.

---

Mar 31, 2018

Dear members,

The Board of Directors presents their Twenty-Second Annual Report and audited financial statements for the financial year ended 31st March, 2018.

STANDALONE FINANCIAL RESULTS

The highlights of the standalone financial results are as under:

(Rs. in Million)

Particulars	FY 2018	FY 2017
Revenues	59031	79158
Profit /(loss) before financial expenses, depreciation and exceptional items	(1431)	3334
Financial expenses	4986	3921
Depreciation	2322	2532
Profit /(loss) before provision for tax and exceptional items	(8739)	(3119)
Exceptional Items	27359	-
Provision for taxation:
- Current	-	-
- Deferred Tax	(6277)	(761)
Net Profit/(Loss)	(29821)	(2358)
Total comprehensive income/(loss)	(30440)	(2363)
Retained Earnings and Items of OCI brought forward from the previous year	6417	8905
Changes in Retained Earnings	(29149)	(1761)
Changes in Items of Other Comprehensive Income (OCI)	(1291)	(727)
Transfer to Debenture Redemption Reserves	-	(125)
Closing Retained Earnings and Items of OCI	(24023)	(6417)

OPERATING HIGHLIGHTS

The Company achieved a turnover of Rs.59031 million for the year ended 31st March, 2018 as against Rs.79158 million for the previous year. The EBITDA for the year under review stood at ‘ (1431) million as compared to Rs.3334 million for the previous year, while the Net Loss stood at Rs.29821 million as compared to Net Loss of Rs.2358 million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report,

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

As the Company has incurred losses during the year under review, your Directors have not recommended any dividend for the financial year ended 31st March, 2018. The Dividend Distribution Policy of the Company may be accessed on the Company’s website at www.renukasugars.com

TRANSFER TO RESERVES

Debenture Redemption Reserve is created to the extent of 25% of the non-convertible debentures (NCDs) equally over the period till maturity of the NCDs, as per the requirements of the applicable laws. During the current year, the Company has not created Debenture Redemption Reserve on outstanding amount of NCDs.

FIXED DEPOSITS

Your Company has not accepted any deposits from public/ shareholders in accordance with Sections 73 and 74 of the Companies Act, 2013.

DEBENTURES

During the year under review, your Company has allotted 5521 0.01% Non-Convertible Debentures (NCDs) of Rs.10 lacs each aggregating to Rs.5521 million to the lenders pursuant to debt restructuring exercise undertaken by the Company, by converting the part of the loans facilities availed by the Company from the lenders. The details of Debentures outstanding as on 31st March, 2018 are given in the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in a separate section and forms part of this Annual Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 (the Listing Regulations), Consolidated Financial Statements of the Company have been prepared for the year under review. The audited Consolidated Financial Statements along with the auditors’ report thereon forms part of this Annual report,

A summary of the financial performance of each of the subsidiary, associate and joint venture companies in the prescribed Form AOC-1 is provided in the financial statements,

The Company’s Policy for Determining Material Subsidiaries may be accessed on the Company’s website at www.renukasugars.com

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of each of the subsidiaries of the Company are available on the website of the Company at www.renukasugars.com These documents will be made available to the Members for inspection at the Registered Office of the Company on all working days except Saturdays, Sundays and public holidays, between 9.00 a.m. and 6.00 p.m. upto the date of the ensuing Annual General Meeting. The Company will make available the documents of the subsidiaries upon request by any member of the Company interested in obtaining the same.

SHARE CAPITAL

During the year under review, as a part of debt restructuring exercise, your Company allotted on preferential basis, 481,843,884 0.01% Compulsorily Convertible Preference Shares (CCPS) at Rs.16.28 each aggregating to Rs.7844.42 million to Wilmar Sugar Holdings Pte. Ltd., one of the promoter of the Company and also allotted 489,728,828 equity shares at Rs.16.28 each aggregating to Rs.7972.79 million, 4,28,08,858 0.01% Optionally Convertible Preference Shares at Rs.100 each aggregating to Rs.4280.89 million and 74,388,207 0.01% Redeemable Preference Shares at Rs.100 each aggregating to Rs.7438.82 million, to the lenders by converting the part of the loans facilities availed by the Company from the lenders. Subsequently, Wilmar Sugar Holdings Pte. Ltd. exercised the conversion option and converted 481,843,884 CCPS into equal number of equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act), Mr. Stephen Ho Kiam Kong (DIN: 07584449), Director of the Company, is proposed to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment

Pursuant to the recommendation of the Nomination & Remuneration/Compensation Committee, the Board of Directors have approved appointment of Mr. Madhu Rao (DIN: 02683483) as an Independent Director for a period of 5 years with effect from 27th June, 2018. Mr. Atul Chaturvedi, Non-Executive Director, has assumed charge as Executive Chairman (KMP) with effect from 2nd July, 2018.

Brief resumes and other particulars of Mr. Madhu Rao and Mr. Stephen Ho Kiam Kong, as stipulated under Regulation 36(3) of the Listing Regulations/Secretarial Standard-2 on General Meetings, are given in the Notice of Annual General Meeting, which forms part of this Annual Report. The Board recommends the appointment of the aforesaid Directors for members’ approval.

The Company has received the declarations from the Independent Directors confirming that they satisfy the criteria of independence as prescribed under Section 149(6) of the Act and under the provisions of Listing Regulations.

Mrs. Vidya Murkumbi (DIN: 00007588) stepped-down as Executive Chairperson and Director of the Company effective from end of day on 30th June, 2018, upon completion of open offer by Wilmar Sugar Holdings Pte. Ltd.

Mr. Narendra Murkumbi (DIN: 00009164) stepped-down from the position of Vice Chairman & Managing Director of the Company effective from end of day on 30th June, 2018, upon completion of open offer by Wilmar Sugar Holdings Pte. Ltd. However, Mr. Murkumbi would continue as Non-Executive Director of the Company effective from 1st July, 2018.

Mr. Hrishikesh Parandekar (DIN: 01224244) resigned as Independent Director with effect from end of day on 30th June, 2018.

Mr. Sanjay Asher (DIN: 00008221) resigned as Independent Director with effect from end of day on 2nd July, 2018.

The Board places on record its appreciation towards valuable contribution made by outgoing directors during their tenure as a Director of the Company

The policy of the Company on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and Listing Regulations adopted by the Board is appended as Annexure 1 to the Board’s Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees.

As on date of this report, Mr. Atul Chaturvedi, Executive Chairman, Mr. Vijendra Singh, Whole-time Director, Mr. Sunil Ranka, Chief Financial Officer and Mr. Rupesh Saraiya are the Key Managerial Personnel of the Company

MEETINGS OF THE BOARD

During the year, thirteen meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;

(b) that the 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 31st March, 2018 and of the loss of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) t hat the Directors have prepared the annual accounts on a ‘going concern’ basis;

(e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were appointed as Statutory Auditors of the Company at the 21st AGM held on 21st December, 2017, for a term of 5 consecutive years to hold office from the conclusion of the 21st AGM till the conclusion of 26th AGM. In accordance with the Section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is not required to be ratified at every AGM. Thus, M/s. S R B C & CO LLP will continue to hold office till the conclusion of 26th AGM.

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any adverse qualification, reservation, adverse remark or disclaimer

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013, the Board had appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Membership No. F2655/CP No. 1798), to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith at Annexure 2 to this Report. The said report mentions that the Board of Directors of the company has approved the un-audited quarterly results for the quarter ended 31st December, 2017 on 12th March, 2018 and the Company has paid the requisite fees to BSE Limited and National Stock Exchange of India Limited for the same. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS

The Board of Directors on the recommendation of the Audit Committee, have appointed M/s. B. M. Sharma & Co, Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending 31st March, 2019. Remuneration payable to the Cost Auditor is subject to ratification by the members of the Company Accordingly, a resolution seeking members’ ratification for the remuneration payable to M/s. B. M. Sharma & Co, Cost Accountants, is included in the Notice convening the Annual General Meeting, along with relevant details, including the proposed remuneration.

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

Information as per the Companies Act, 2013 and the rules framed thereunder relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this Report and is annexed hereto at Annexure 3.

CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance forms part of this Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO Certificate is attached with this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure 4 to this Report.

EMPLOYEE STOCK OPTION SCHEME

The Nomination & Remuneration/Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the SRSL Employees Stock Option Plan-2011 (“Scheme”) of the Company in accordance with applicable SEBI regulations. The disclosure relating to the Scheme and other relevant details are available on the Company’s website at www.renukasugars.com

During the year under review, the Company has not granted any fresh Stock Options to the employees.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Contracts/arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. Therefore, the disclosure in AOC-2 is not applicable for the financial year 2017-18. The details of transactions with related parties are given in notes to the financial statements. Details showing the disclosure of transactions with related parties as required under Ind AS-24 are set out in the financial statements.

The Company’s Policy on Related Party Transactions may be accessed on the Company’s website at www.renukasugars.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society. Pursuant to the provisions of the Section 135 of the Companies Act, 2013 (the Act), your Company has constituted a CSR Committee of the Board of Directors to monitor the CSR activities of the Company. The details relating to the CSR Committee are described in the Corporate Governance Report forming part of this Annual Report. The CSR Policy of the Company may be accessed on the Company’s website at www.renukasugars.com

The report on the CSR activities is provided at Annexure 5 to the Board’s Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return (MGT-9) of the Company is annexed herewith as Annexure 6 to this Report.

RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize, assess and reduce exposure to risks wherever possible. The Company’s Risk Management Policy is based on the philosophy of achieving substantial growth while mitigating and managing risks involved.

The Company’s internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company

WHISTLE BLOWER POLICY

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has in place a Whistleblower Policy/Vigil Mechanism to deal with unethical behavior, victimisation, fraud and other grievances or concerns of directors and employees. The Whistleblower Policy can be accessed on the Company’s website at www.renukasugars.com

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“the Act”) and Rules made thereunder, your Company has constituted Internal Complaints Committees.

During the year, there were no complaints received by the Company under the Act.

HUMAN RESOURCES (HR)

The Company’s HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interest of employees with the long term organisational goals.

MATERIAL CHANGES & EVENTS AFTER BALANCE SHEET DATE

- During FY 18, the Company implemented a Resolution Plan which contemplated Additional investment of Rs.784.92 crores by Wilmar Sugar Holdings Pte. Ltd. (WSH); upfront repayment and settlement of Rs.730.13 crores of the outstanding debt; waiver of Rs.657,99 crores of the debt; restructuring of the sustainable debt of SRSL through changes in the repayment terms by way of a rupee loan facility and a working capital facility; and conversion by certain lenders of part of the unsustainable debt into equity shares, optionally convertible preference shares, redeemable preference shares and non-convertible debentures.

Further, in connection with the Debt Restructuring Package, WSH, Wilmar International Limited, the Company and the Murkumbi Group have executed the Joint Venture Termination Agreement on 9th March, 2018, pursuant to which the earlier Joint Venture Agreement entered into among them, governing their mutual rights and obligations as shareholders including but not limited to management rights, reserved matters and transfer restrictions, has been terminated.

- The Company’s Brazilian subsidiary Shree Renuka Do Brasil Participacoes Ltda (SRDBPL) together with all of its subsidiaries (collectively ‘Renuka Brazil’), had on 28th September, 2015, filed for protection under Judicial Recovery Law (Law 11.101/2005-Recupera§ao Judicial) in the designated court in the capital of the state of Sao Paulo.

On 6th July, 2018 a recovery plan of Renuka Vale do Ivai was approved by Creditors in the Creditors General Assembly and Court approval is awaited.

In Renuka do Brasil, the recovery plan was approved by creditors on 22nd May, 2017 and judge also approved the plan on 6th June, 2017, However the plan was not implemented as the Superior Court of Sao Paulo granted injunction to Banco Nacional do Desenvolvimento (BNDES Bank) to suspend the Amended RJ Plan and its effects.

Presently, new recovery plan is under discussion with Creditors and it will be presented for approval on 29th August 2018.

- OTHER DISCLOSURES/REPORTING

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

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

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

APPRECIATION & ACKNOWLEDGEMENTS

The Board wishes to place on record its gratitude for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and cane growers and finally to all its members for the trust and confidence reposed on the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the operations of the Company

For and on behalf of the Board,

Atul Chaturvedi

Chairman

8th August, 2018, Mumbai

---

Mar 31, 2017

BOARD''S REPORT

Dear members,

The Board of Directors presents their Twenty-First Annual Report and audited financial statements for the financial year ended 31^st March, 2017.

STANDALONE FINANCIAL RESULTS

The highlights of the standalone financial results are as under:

(Rs, in Million)

Particulars	FY 2017	FY 2016
Revenues	78,921	59,873
Profit before financial expenses and depreciation	3,097	661
Financial expenses	3,657	3,407
Depreciation	1,438	1,458
Profit before provision for tax and exceptional items	(1,998)	(4,204)
Exceptional Items	-	-
Provision for taxation:
- Current	-	-
- Deferred Tax	(759)	(1,423)
Net Profit/Loss	(1,239)	(2,781)
Profit brought forward from the previous year	(4,171)	(1,262)
Other Comprehensive Income	(4)	(3)
Profit available for appropriation	(5,414)	(4,046)
Transfer from General Reserves	-	-
Transfer to Debenture Redemption Reserves	(125)	(125)
Transitional Impact of change in useful life of assets	-	-
Retained in the Profit & Loss Account	(5,539)	(4,171)

OPERATING HIGHLIGHTS

The Company achieved a turnover of Rs, 78,644.59 million for the year ended 31^st March, 2017 as against Rs, 59,650.01 million for the previous year. The EBITDA for the year under review stood at Rs, 3,284.86 million as compared to Rs, 1,638.11 million for the previous year, while the Net Loss stood at Rs, 1,242.82 million as compared to Net Loss of Rs, 2,783.86 million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

As the Company has incurred a loss during the year under review, your Directors do not recommend any dividend for the financial year ended 31^st March, 2017.

The Board of Directors of the Company had approved Dividend Distribution Policy on 1^st February, 2017 in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy may be accessed on the Company''s website at the link http://www.renukasugars.com/ en/corporate-governance.html

TRANSFER TO RESERVES

Debenture Redemption Reserve is created to the extent of 25% of the non-convertible debentures (NCDs) equally over the period till maturity of the NCDs, as per the requirements of the applicable laws. During the year, the Company has created Debenture Redemption Reserve of '' 125 million on outstanding amount of NCDs.

FIXED DEPOSITS

Your Company has not accepted any deposits from public/shareholders in accordance with Sections 73 and 74 of the Companies Act, 2013.

DEBENTURES

The Company has not raised long term funds through issuance of non-convertible debentures (NCDs) during the period under review. The Company has extended the repayment/redemption schedule in respect of 11.70% NCDs aggregating to Rs, 150 crores and 11.30% NCDs aggregating to Rs, 100 crores issued by the Company and listed on BSE Limited.

Accordingly, the principal amount of both the aforesaid NCDs will be re-payable by the Company in the following manner- (a) 15% each in FY 2019-20 and 2020-21 (b) 20% in FY 2021-22 and (c) 25% each in FY 2022-23 and 2023-24. The amount in respect of each financial year will be re-payable in equal quarterly installments at the end of each calendar quarter of the relevant financial year, commencing from 30^th June, 2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the business and operations of the Company is attached to this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from 1^st April 2016. Ind AS has replaced existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

Accordingly, the Company has adopted Indian Accounting Standards (Ind AS) with effect from 1^st April 2016 with the transition date of 1^st April 2015 and the financial statements for the year ended 31^st March 2017 has been prepared in accordance of Ind AS. The financial statements for the year ended 31^st March 2016 has been restated to comply with Ind AS to make them comparable.

The MCA notification also mandates that Ind AS shall be applicable to subsidiary companies, joint venture or associates of the Company. Hence the Company and its subsidiaries have prepared and reported financial statements under Ind AS w.e.f. 1^st April 2016, including restatement of the opening balance sheet as at 1^st April, 2015.

The effect of the transition from IGAAP and Ind AS has been explained by way of a reconciliation in the standalone financial statements and consolidated financial statements.

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India on Consolidated Financial Statements, attached are the Consolidated Financial Statements, which form part of this Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest, as a single entity.

A summary of the financial performance of each of the subsidiary, associate and joint venture companies in the prescribed Form AOC-1 is provided in the financial statements.

The Company''s Policy for Determining Material Subsidiaries may be accessed on the Company''s website at the link http://www.renukasugars.com/ en/corporate-governance.html

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of each of the subsidiaries of the Company are available on the website of the Company www.renukasugars.com These documents will be made available to the Members for inspection at the Registered Office of the Company on all working days except Saturdays, Sundays and public holidays, between 11.00 a.m. and 1.00 p.m. up to the date of the ensuing Annual General Meeting. The Company will make available the documents of the subsidiaries upon request by any member of the Company interested in obtaining the same.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs, 1,850,000,000/- divided into 1,600,000,000 (One hundred Sixty crores) equity shares of Rs, 1/- each and 25,000,000 (Two crores Fifty lakhs) preference shares of Rs, 10/- each. On 31^st March, 2017, the issued, subscribed and paid up share capital of your Company stood at Rs, 945,246,580 comprising 945,246,580 equity shares of Rs, 1/- each.

During the year under review, the Company has allotted 16,435,338 equity shares of face value of Rs, 1/- each, at a price of Rs, 16.56 per equity Share aggregating to Rs, 272,169,197.28 to Standard Chartered Bank, one of the JLF Lenders in lieu of and against the conversion of a part of the loans availed by the Company from Standard Chartered Bank.

On 24^th August, 2017, the Company has re-classified its Authorized Share Capital from Rs, 1,850,000,000/divided into 1,600,000,000 equity shares of Rs, 1/- each and 25,000,000 preference shares of Rs, 10/- each to Rs, 1,850,000,000/- divided into 1,600,000,000 equity shares of Rs, 1/- each and 2,500,000, 0.01% Redeemable Preference Shares of Rs, 100/- each. Further, Authorized Share Capital increased from Rs, 1,850,000,000/divided into 1,600,000,000 equity shares of Rs, 1/- each and 2,500,000, 0.01% Redeemable Preference Shares of Rs, 100/- each to Rs, 25,150,000,000/- divided into 2,900,000,000 equity shares of Rs, 1/- each; 510,141,365, 0.01% Compulsorily Convertible Preference Shares of Rs, 16.27/- each, 94,000,000, 0.01% Redeemable Preference Shares of Rs, 100/- each and 45,500,000, 0.01% Optionally Convertible Preference Shares of Rs, 100/- each;

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act), Mr. Jean-Luc Bohbot (DIN: 06857132) and Mr. Atul Chaturvedi (DIN: 00175355), Directors of the Company, retires by rotation and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting. Mr. Ashit Mallick, an Independent Director of the Company, passed away on 10^th September, 2017. Dr. B. V. Mehta (DIN: 00895163) was appointed as an Additional Director (w.e.f. 13^th November, 2017) by the Board of Directors to fill-in the casual vacancy caused by unfortunate demise of Mr. Mallick.

Pursuant to recommendation of the Nomination & Remuneration/Compensation Committee, the Board of Directors has subject to approval of the members at the ensuing Annual General Meeting of the Company, approved:

- The re-appointment of Mrs. Vidya Murkumbi (DIN:00007588), as Whole-time Director designated as Executive Chairperson of the Company for a period of 3 years with effect from 1^st April, 2017.

- The re-appointment of Mr. Vijendra Singh (DIN: 03537522), as Whole-time Director designated as President (Sugar Mills) for a period of 3 years with effect from 10^th May, 2017.

- The re-appointment of Mr. Narendra Murkumbi (DIN:00009164), as Vice Chairman & Managing Director for a period of 3 years with effect from 20^th September, 2017.

The proposals regarding the re-appointment of aforesaid Directors are place for your approval.

The Company has received the declarations from the Independent Directors confirming that they satisfy the criteria of independence as prescribed under Section 149(6) of the Act and under the provisions of Listing Regulations. The Board recommends the re-appointment of the aforesaid Directors for members'' approval.

Brief resumes of Mrs. Vidya Murkumbi, Mr. Vijendra Singh and Mr. Narendra Murkumbi seeking re-appointment/fixation of remuneration, as stipulated under Regulation 36(3) of the Listing Regulations/ Secretarial Standard-2 on General Meetings, are given in the section on Corporate Governance, which forms part of this Annual Report. Brief resumes of other directors seeking appointment/re-appointment are given in AGM notice.

During the year under review, the Board of Directors and shareholders of the Company had appointed Mr. Bhupatrai Premji (DIN: 07223590) and Mr. Dorab Mistry (DIN: 07245114) as Independent Directors of the Company in terms of the provisions of Sections 149, 152 & other applicable provisions of the Act & the Listing Regulations. The Board of Directors and shareholders of the Company had also appointed Mr. Stephen Ho Kiam Kong (DIN: 07584449) as Non-Executive Director of the Company.

Mr. Robert Taylor, Independent Director ceased to be Director of the Company consequent to his resignation effective from 2^nd February, 2017. The Board records its sincere appreciation for the valuable contribution made by him during his tenure with the Company.

Mr. Rupesh Saraiya has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 13^th November, 2017. Mr. Naveen Manghani was the Company Secretary & Compliance Officer till 31^st October, 2017.

The Company has received the declarations from the Independent Directors confirming that they satisfy the criteria of independence as prescribed under Section 149(6) of the Act and the Listing Regulations.

The policy of the Company on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and Listing Regulations adopted by the Board is appended as Annexure 1 to the Board''s Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees.

MEETINGS OF THE BOARD

During the year, ten meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;

(b) the 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^st March, 2017 and of the loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT

As per the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, your Company''s statutory auditors, M/s. Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore (Registration No. 004982S) hold office until conclusion of the ensuing Annual General Meeting of the Company.

The Audit Committee and the Board of Directors recommend appointment of SRBC & Co LLP, Chartered Accountants, as the statutory auditors of the Company to hold office for a period of 5 years commencing from conclusion of ensuing Annual General Meeting till the conclusion of 26^th Annual General Meeting of the Company, subject to ratification of their appointment by the members at every Annual General Meeting.

Accordingly, a resolution proposing appointment of SRBC & Co LLP, Chartered Accountants (FRN-324982E/E300003) as the statutory auditors of the Company for a period of 5 consecutive years commencing from conclusion of 21^st Annual General Meeting of the Company, forms part of the Notice convening this Annual General Meeting of the Company.

SRBC & Co LLP have confirmed their eligibility and are not disqualified for appointment under the Companies Act, 2013 and the Chartered Accountants Act, 1949 or the Rules and Regulations made there under.

The Auditors'' Report to the Members on the Accounts of the Company for the year ended 31^st March, 2017 does not contain any qualification or adverse remark.

The Board places on record its appreciation for the contribution of Ashok Kumar, Prabhashankar and Co, Chartered Accountants, during their tenure as the statutory auditors of your Company.

SECRETARIAL AUDITORS

The Board had appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Membership No. 2655), to conduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended 31^st March, 2017 is annexed herewith at Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

The Board has appointed M/s. B. M. Sharma & Co, Cost Accountants as the cost auditors (Registration No. 00219) of the Company to conduct the Cost Audit for the financial year 2017-18, the Cost Audit Report for which will be submitted to the Central Government before the due date.

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

Information as per the Companies Act, 2013 and the rules framed there under relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this Report and is annexed hereto at Annexure 3.

CORPORATE GOVERNANCE

Your Company meets all the mandatory requirements as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance along with the Auditors'' Certificate on its compliance, composition and details of memberships of various committees viz. Audit Committee, Nomination & Remuneration/ Compensation Committee, CSR Committee etc. forms part of this Report and is annexed hereto.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO Certificate is attached with this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure 4 to this Report.

EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration/Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the SRSL Employees Stock Option Plan-2011 ("Scheme") of the Company in accordance with applicable SEBI regulations. The disclosure relating to the Scheme and other relevant details are available on the Company''s website at the link http://www.renukasugars.com/en/corporate-governance.html

During the year, the Company has not granted any fresh Stock Options to the employees.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Contracts/arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. Therefore, the disclosure in AOC-2 is not applicable for the financial year 2016-17. The details of transactions with related parties are given in notes to the financial statements. All transactions with related parties were in the ordinary course of business and on an arm''s length basis. Details showing the disclosure of transactions with related parties as required under Ind AS-24 are set-out in the financial statements.

The Company''s Policy on Related Party Transactions may be accessed on the Company''s website at the link http://www.renukasugars.com/en/corporate-governance.html

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society. Pursuant to the provisions of the Section 135 of the Companies Act, 2013 (the Act), your Company has constituted a CSR Committee of the Board of Directors to monitor the CSR activities of the Company. The details relating to the CSR Committee are described in the Corporate Governance Report forming part of this Annual Report.

CSR Committee formulated and recommended to the Board, the CSR Policy of the Company and it has been approved by the Board of Directors of the Company. The CSR Policy of the Company may be accessed on the Company''s website at the link http://www. renukasugars.com/en/corporate-governance.html

The report on the CSR activities is provided at Annexure 5 to the Board''s Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company being in the top 500 companies by market capitalization on National Stock Exchange of India Limited and BSE Limited as on 31^st March, 2017, is required to give a ''Business Responsibility Report'' (BRR) in the Annual Report. As a Green Initiative, BRR has been hosted on Company''s website at the link http://www. renukasugars.com/en/corporate-governance.html A physical copy of the BRR will be made available to members on request.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return (MGT-9) of the Company is annexed herewith as Annexure 6 to this Report.

RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize, assess and reduce exposure to risks wherever possible. The Company''s Risk Management Policy is based on the philosophy of achieving substantial growth while mitigating and managing risks involved.

The Company''s internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company.

WHISTLEBLOWER POLICY

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has in place a Whistleblower Policy/Vigil Mechanism to deal with unethical behavior, victimization, fraud and other grievances or concerns of directors and employees. The Whistleblower Policy can be accessed on the Company''s website at the link http://www.renukasugars.com/ en/corporate-governance.html

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition

6 Redressal) Act, 2013 ("the Act") and Rules made there under, your Company has constituted Internal Complaints Committees.

During the year, there were no complaints received by the Company under the Act.

HUMAN RESOURCES (HR)

The Company''s HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interest of employees with the long term organizational goals.

MATERIAL CHANGES & EVENTS AFTER BALANCE SHEET DATE - Update on Brazil operations :

The Company''s Brazilian subsidiary viz., Shree Renuka Do Brasil Participacoes Ltda (SRDBPL) together with all of its subsidiaries (collectively ''Renuka Brazil''), had on 28^th September, 2015, filed for protection under Judicial Recovery Law (Law 11.101/2005-Recuperagao Judicial) in the designated court in the capital of the state of Sao Paulo. In July 2016, the designated court had approved the Re-organization Plan of one of the subsidiaries of the Company at Brazil viz., Renuka Vale do Ivai S/A (Renuka VDI). In June 2017, Renuka VDI filled an amendment to the judicial reorganization plan before court. On 14^th July, 2017, a petition was filed by Renuka VDI requesting the convening of a new General Creditors'' Meeting to 26^th September, 2017 (1^st call) and 10^th October, 2017 (2^nd call). The meeting is suspended till 12^th December, 2017.

In case of another Brazilian subsidiary viz Renuka Do Brasil S/A (RDB), auction notices for sale of UPI Revati were published in July, 2017 in the newspapers and the auction was scheduled on 4^th September, 2017. However, on 1^st September, 2017, Supreme Court of Sao Paulo granted injunction to Banco Nacional do Desenvolvimento (BNDES Bank) appeal to suspend the Amended RJ Plan and its effects. The Amended RJ Plan is suspended until this moment. The Company is making efforts to get the injunction lifted.

- Debt Restructuring Plan:

The Company has executed a binding investment agreement on 27^th July, 2017 with Wilmar Sugar Holdings Pte Ltd (WSH) and is in the process of implementing a Debt Restructuring Package which would, amongst other things, entail the following:

- WSH making an additional investment of '' 783.96 Crores in the Company for the purpose of up-front repayment and settlement of part of the Debts and to fund working capital requirements of the Company;

- lenders converting part of the Debts into equity shares and convertible securities of the Company;

- waiver of part of the Debts; and

- restructuring of the remaining Debts through changes in the repayment terms on the terms of a restructuring package.

The Company hopes that this exercise, once completed, would significantly pare its debt burden and interest cost in India and would also free the Company of all guarantees and obligations related to its overseas subsidiaries.

The Restructuring Package would be subject to the necessary regulatory approvals and final sanctions from the banks.

OTHER DISCLOSURES/REPORTING

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

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

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

APPRECIATION & ACKNOWLEDGEMENTS

The Board wishes to place on record its gratitude for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors, and cane growers and finally to all its members for the trust and confidence reposed on the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the operations of the Company.

For and on behalf of the Board,

Vidya Murkumbi

Chairperson

13^th November, 2017,

Mumbai

---

Mar 31, 2015

Dear Shareholders,

The Board of Directors is pleased to present the Nineteenth Annual Report of your Company together with the audited financial statements for the financial year ended March 31, 2015.

FINANCIAL RESULTS:

(Rs,in Million)

Year ended Year ended Particulars March 31, 2015 March 31, 2014

Revenues 57,481 65,771

Profit before financial expenses and depreciation 1,802 1,947

Financial expenses 3,362 3,182

Depreciation 1,556 1,656

Profit before provision for tax and exceptional items (3,116) (2,891)

Exceptional Items (1,342) (3,317)

Provision for taxation:

- Current - 174

- Deferred Tax (1,507) (1,721)

Net Profit/Loss (2,951) (4,661) Profit brought forward from the previous year (1,551) 2,442

Profit available for appropriation (4,502) (2,219)

Transfer from General Reserves 3,166 -

Transfer from Debenture Redemption Reserves 150 611

Dividend tax - (57)

Transitional Impact of change in useful life of assets 74 -

Retained in the Profit & Loss Account (1,259) (1,551)

OPERATING HIGHLIGHTS:

The Company achieved a turnover of Rs. 57,481 Million for the year ended March 31, 2015 as against Rs. 65,771 Million for the previous year. The EBITDA for the year under review stood at Rs. 1,802 Million as compared to Rs. 1,947 Million for the previous year, while the Net Loss stood at Rs. 2,951 Million as compared to Net Loss of Rs. 4,661 Million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.

DIVIDEND:

As the Company has incurred loss during the year under review, your Directors have not recommended any dividend for the financial year ended March 31, 2015.

TRANSFER TO RESERVES:

Debenture Redemption Reserve is created to the extent of 25% of the Non Convertible Debentures (NCDs) equally over the period till maturity of the NCDs, as per the requirements of the applicable laws. During the year the Company has reversed Debenture Redemption Reserve created in the earlier years of Rs. 275 Million on redemption of Rs. 1,100 Million NCDs and created Rs. 125 Million of Debenture Redemption Reserve on outstanding amount of NCDs. The Company has also reversed Rs. 3,166 Million from General Reserve created in the earlier years.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public / shareholders in accordance with the Sections 73 and 74 of the Companies Act, 2013.

DEBENTURES:

The Company has not raised long term funds through issuance of Non Convertible Debentures (NCDs) during the period under review, while NCDs aggregating to Rs. 1,100 Million were redeemed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the business and operations of the Company is attached to this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India on Consolidated Financial Statements, attached are the Consolidated Financial Statements, which form part of this Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest, as a single entity.

A summary of the financial performance of each of the Subsidiary, Associate and Joint Venture companies in the prescribed Form AOC-1 is provided in the Financial Statements.

The Company's Policy for Determining Material Subsidiaries may be accessed on the Company's website at the link http:// www.renukasugars.com/en/corporate-governance.html.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of each of the subsidiaries of the Company are available on the website of the Company www.renukasugars.com. These documents will be made available to the Members for inspection at the Registered Office of the Company on all working days except Saturdays, Sundays and public holidays, between 11.00 a.m. to 1.00 p.m. up to the date of the ensuing Annual General Meeting. The Company will make available the documents of the subsidiaries upon request by any Member of the Company interested in obtaining the same.

SHARE CAPITAL:

Consequent to the Members' approval, the Board at its meeting held on May 27, 2014 allotted 257,491,592 equity shares to M/s. Wilmar Sugar Holdings Pte. Ltd., a wholly owned subsidiary of Wilmar International Ltd., a part of the Wilmar Group, on preferential basis at a price of Rs. 20.08 per share. Accordingly, the paid-up Share Capital of the Company has increased to Rs. 928,811,242.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act), Mr. Vijendra Singh, Director of the Company, retires by rotation and being eligible, ofers himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149, 152 & other applicable provisions of the Act & the Listing Agreement, the Board of Directors has re-appointed Mr. Robert Taylor and appointed Mr. Ashit Mallick as Independent Directors of the Company, to hold office for the tenure mentioned in the Notice of the Annual General Meeting of the Company, subject to approval of the Members. Pursuant to the terms of the Joint Venture (JV) Agreement with Wilmar Sugar Holdings Pte Ltd., (WSH) dated February 20, 2014, WSH nominated directorship of Mr. Jean-Luc Bohbot and Mr. Atul Chaturvedi on the Board of Directors of the Company. In view of the same, the Board of Directors has also appointed Mr. Jean-Luc Bohbot and Mr. Atul Chaturvedi, as Additional Directors of the Company to hold office upto the ensuing Annual General Meeting.

The Company has received requisite notices from members proposing the appointment of aforesaid Directors. The Company has also received the declarations from the Independent Directors confirming that they satisfy the criteria of independence as prescribed under Section 149(6) of the Act and Clause 49 of the Listing Agreement (Clause 49). The Board recommends the appointment / re-appointment of the aforesaid Directors for members' approval.

Brief resume of the Directors seeking appointment / re-appointment, as stipulated under Clause 49 are given in the section on Corporate Governance, which forms part of this Annual Report.

Pursuant to the provisions of the Act and Clause 49, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://www.renukasugars.com/ en/corporate-governance.html.

The policy of the Company on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and Clause 49 adopted by the Board is appended as Annexure 1 to the Directors' Report. We farm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Mr. Naveen Manghani has been appointed as the Company Secretary and Compliance Ofcer of the Company w.e.f. August 14, 2015, consequent to the resignation of Mr. D. V. Iyer, the erstwhile Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013, your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;

(b) the 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 March 31, 2015 and of the profit/loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT:

M/s. Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore, Statutory Auditors (Registration No. 004982S) of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended by the Board of Directors for re- appointment. Certificate from the said Auditors has been obtained to the effect that their re-appointment, if made, would be within the limits specified under Section 139 read with Section 141 of the Companies Act, 2013.

The Auditors' Report to the Members on the Accounts of the Company for the year ended March 31, 2015 does not contain any qualification.

COST AUDITORS:

The Board has appointed M/s. B. M. Sharma & Co., Cost Accountants as the Cost Auditors (Registration No. 00219) of the Company to conduct the Cost Audit for the financial year 2014-15, the Cost Audit Report for which will be submitted to the Central Government before the due date.

SECRETARIAL AUDITOR:

The Board has appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Membership No. 2655), to conduct the Secretarial Audit for the financial year 2014-

15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith at Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies Act, 2013 and the rules framed there under relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this Report and is annexed hereto at Annexure 3.

CORPORATE GOVERNANCE:

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement. The Report on Corporate Governance along with the Auditors' Certificate on its compliance, and details of memberships of various committees viz., Audit Committee, Nomination & Remuneration / Compensation Committee, CSR Committee etc. forms part of this Report and is annexed hereto.

MEETINGS OF THE BOARD:

During the year, five meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance.

CEO/CFO CERTIFICATION:

As required under Clause 49 of the Listing Agreement, the CEO/CFO Certification is attached with the Annual Report.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure 4 to this Report.

EMPLOYEE STOCK OPTION SCHEME:

Your Company has formulated and designed various Employees Stock Option Schemes for employees. During the year, the Company has not granted any fresh stock options to the employees. Disclosure in terms of the SEBI Guidelines, is given in Annexure 5 to the Directors Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material related party transaction under the provisions of the Companies Act, 2013 or the Listing Agreement. All transactions with related parties were in the ordinary course of business and on an arm's length basis.

The Company's Policy on Related Party Transactions may be accessed on the Company's website at the link http:// www.renukasugars.com/en/corporate-governance.html. The details of related party transactions are set out in the notes to the fnancial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the standalone financial statements.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society. Pursuant to the provisions of the Section 135 of the Companies Act, 2013 (the Act), your Company has constituted a CSR Committee of the Board of Directors to monitor the CSR activities of the Company. The details relating to the CSR Committee are described in the Corporate Governance Report forming part of Annual Report.

CSR Committee formulated and recommended to the Board, the CSR Policy of the Company and it has been approved by the Board of Directors of the Company. The CSR Policy of the Company may be accessed on the Company's website at the link http://www.renukasugars. com/en/corporate-governance.html. The report on the CSR activities is provided at Annexure 6 to the Directors' Report.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith as Annexure 7 to this Report.

RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize and reduce exposure to risks wherever possible. The Company's risk management policies are based on the philosophy of achieving substantial growth while mitigating and managing risks involved.

The Company's internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company.

WHISTLEBLOWER POLICY:

The Company has in place a Whistleblower Policy / Vigil Mechanism to deal with unethical behavior, victimisation, fraud and other grievances or concerns, if any. The Whistleblower Policy can be accessed on the Company's website http://www.renukasugars.com/en/ corporate-governance.html.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there under, your Company has constituted Internal Complaints Committees.

During the year, there were no complaints received by the Company under the Act.

HUMAN RESOURCES (HR):

The Company's HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interest of employees with the long term organizational goals.

OTHER DISCLOSURES/REPORTING:

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to place on record its gratitude for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors, and cane growers and finally to all its members for the trust and confidence reposed on the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the operations of the Company.

For and on behalf of the Board,

Mumbai Vidya Murkumbi

August 24, 2015 Executive Chairperson

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Mar 31, 2014

Dear Members,

The Board of Directors is pleased to present the Eighteenth Annual Report of your Company together with the audited financial statements for the year ended March 31, 2014.

FINANCIAL RESULTS: (Rs. in Million) Year ended Year ended Particulars March31,2014 March31,2013

Revenues 65,771 64,104

profit before financial expenses and 1,947 6,098 depreciation

Financial expenses 3,182 3,671

Depreciation 1,656 1,592

profit before provision for tax and (2,891) 835 Exceptional Items

Exceptional Items 3,317 77

Provision for taxation :

- Current 174 13

- Deferred Tax (1,721) 227

Net profit/Loss (4,661) 518

profit brought forward from the previous year 2,442 2,841

profit available for appropriation (2,219) 3,359

Transfer to General Reserves - 52

Transfer to Debenture Redemption Reserve (611) 473

Proposed Dividend on equity shares - 335

Dividend tax (57) 57

Retained in the profit & Loss Account (1,551) 2,442

OPERATING HIGHLIGHTS:

The Company achieved a turnover of Rs. 65,771 Million for the year ended March 31, 2014 as against Rs. 64,104 Million for the previous year. The EBITDA for the year under review stood at Rs. 1,947 Million as compared to Rs. 6,098 Million for the previous year, while the Net Loss stood at Rs. (4,661) Million as compared to Net profit of Rs. 518 Million for the previous year. Analysis of operating performance is covered under "Management Discussion and Analysis" which forms part of this Report.

DIVIDEND:

As the Company has incurred loss during the year under review, your directors have not recommended any dividend for the financial year ended March 31, 2014.

TRANSFER TO RESERVES:

Debenture Redemption Reserve is created to the extent of 25% of the Non Convertible Debentures (privately placed) equally over the period till maturity of the debentures, as prescribed by the department of Companies Afairs (now Ministry of Corporate Afairs) vide its general circular 9/2002 dated 18th April, 2002. During the year the company has reversed Debenture Redemption Reserve created in the earlier years of Rs. 791.41 Million on redemption of Rs. 3,500 Million Non Convertible Debentures and created Rs. 180 Million of debenture redemption reserve on outstanding amount of Non Convertible Debentures.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public / shareholders in accordance with the Section 58A of the Companies Act, 1956 (corresponding Section 73 and 74 of the Companies Act, 2013).

DEBENTURES:

The Company has not raised long term funds through issuance of Non Convertible Debentures (NCDs) during the period under review, while NCDs aggregating to Rs. 3,500 Million were redeemed.

CREDIT RATING

India Ratings & Research Private Limited has revised the rating for the Company''s Long Term Debt and Non Convertible Debentures from ''IND A '' to ''IND A''.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the business and operations of the Company is attached to this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India on Consolidated Financial Statements, attached are the Consolidated Financial Statements, which forms part of this Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest, as a single entity.

Ministry of Corporate Afairs vide its General Circular No. 2/2011 dated 8th February, 2011, granted a general exemption to holding companies from complying with the provisions of Section 212 of the Companies Act 1956, subject to certain conditions being fulflled. Accordingly, the Company having fulflled the specifed conditions, has not attached the said documents of the subsidiary companies to the financial statements of the Company.

A summary of the financial performance of each of the Subsidiary Companies is included in the Annual Report, in terms of the aforesaid circular. The Annual Accounts of the Subsidiary Companies and related detailed information will be made available to the Members at any point of time for inspection at the registered ofce of the Company and its respective subsidiaries. The Company will make available the documents of the subsidiaries upon request by any Member of the Company/ Subsidiaries of the Company interested in obtaining the same.

During the year under review, the company divested its stake in Nandur Sugars Limited (NSL) (formerly known as SRSL Ethanol Ltd.), for a consideration of Rs 1.5 million and consequent to this divestment, NSL ceased to be a subsidiary of the Company.

The Company has dropped the proposal relating to amalgamation of its wholly owned subsidiary, Renuka Commodities DMCC, into the Company to focus on growing the Company''s business efciently and profitably and keep the trading subsidiary as a separate profit centre.

PREFERENTIAL ALLOTMENT OF SHARES:

Consequent to the members approval, the Board at its meeting held on May 27, 2014 allotted 257,491,592 equity shares to M/s. Wilmar Sugar Holdings Pte. Ltd., (WSH) a wholly owned subsidiary of Wilmar

International Ltd., (WIL), part of the Wilmar Group, on preferential basis @ Rs. 20.08 per share. Pursuant to SEBI (ICDR) Regulations, 185,762,248 equity shares are locked-in for a period of 3 years i.e. upto June 17, 2017 and the balance 71,729,344 equity shares are locked-in for a period of 1 year i.e. upto June 17, 2015, from the date of receipt of trading approval from BSE and NSE.

The investment resulted in the trigger of the Takeover Regulations and accordingly, Wilmar & the existing promoters (Murkumbi Family) made an open ofer to the existing shareholders of the Company. Post completion of the Open Ofer, Wilmar & Murkumbi Family holds 27.72% each of the Company''s paid up capital who are in joint control of the Company. Consequent to the above allotment, the paid up capital of the Company has increased from Rs. 671 million to Rs. 929 Million.

Wilmar Group, one of Asia''s leading agribusiness groups, headquartered in Singapore, its business activities include palm oil cultivation, oilseeds crushing, edible oils refning, sugar milling and refning, specialty fats, oleochemicals, biodiesel and fertilizer manufacturing and grains processing.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society. Pursuant to the provisions of the Section 135 of the Companies Act, 2013, your Company has constituted a CSR Committee of the Board of Directors to monitor the CSR activities of the Company. The details relating to the CSR Committee are described in the Corporate Governance Report forming part of Annual Report.

DIRECTORS:

In accordance with the provisions of the Section 152 of the Companies Act, 2013, Mrs. Vidya Murkumbi, Director of the Company, retire by rotation and being eligible, ofers herself for re-appointment at the ensuing Annual General Meeting.

The Board at its meeting re-appointed Mrs. Vidya Murkumbi and Mr. Vijendra Singh as Whole-time Directors of the Company for a period of 3 years commencing from April 01, 2014 and May 10, 2014, respectively, subject to members approval.

Purusuant to the provisions of Section 149, 152 & other applicable provisions of the Companies Act, 2013 & the revised listing agreement, it is proposed to appoint Mr. Sanjay Asher, Mr. S. K. Tuteja, Mr. Hrishikesh Parandekar and Mr. Robert Taylor as non- retiring Independent Directors of the Company, to hold ofce as per their tenure of appointment mentioned in the Notice of the Annual General Meeting of the Company. The Company has received requisite notices from members proposing their appointment as Independent Directors of the Company and declarations from all Independent Directors confirming that they satisfy the criteria of independence as prescribed under Section 149(6) of the Companies Act, 1956.

The Board recommends the appointment of the aforesaid Directors for members approval.

Mr. Nandan Yalgi and Mr. S. M. Kaluti ceased to be Directors of the Company consequent to their resignation efective February 20, 2014. The Board records its sincere appreciation for the valuable contribution made by them during their tenure with the Company.

Brief resume of the Directors seeking re-appointment, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the section on Corporate Governance, which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 ("the Act") and based on the representations received from the management, the Directors confirm that:

a) in preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if any;

b) the accounting policies selected have been applied consistently and judgment made and estimates given are reasonable and prudent so as to give true and fair view of the state of afairs of the Company as on March 31, 2014 and the profit/Loss of the Company for the year ended on that date;

c) proper and sufcient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a "going concern" basis.

AUDITORS AND AUDITORS'' REPORT:

M/s. Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore, Statutory Auditors (Registration No. 004982S) of the Company hold ofce until the conclusion of the ensuing Annual General Meeting and are recommended by the Board of Directors for re-appointment. Certifcate from the said Auditors has been obtained to the efect that their re-appointment, if made, would be within the limits specifed under Section 224 (1B) of the Companies Act, 1956 (corresponding Section 139 read with Section 141 of the Companies Act, 2013).

The Auditors'' Report to the Members on the Accounts of the Company for the year ended March 31, 2014 does not contain any qualifcation.

COST AUDITORS :

The Board has appointed M/s. B. M. Sharma & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for the financial year 2013-14, the Cost Audit Report for which will be submitted to the Central Government before the due date i.e. September 30, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are forming part of this Report and are annexed hereto.

CORPORATE GOVERNANCE:

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges. The Report on Corporate Governance along with the Auditors'' Certifcate on its compliance, forms part of this Report and are annexed hereto.

CEO/CFO CERTIFICATION:

As required under Clause 49 of the Listing Agreement, the CEO/CFO certification is attached with the Annual Report.

PARTICULARS OF EMPLOYEES:

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all Members of the Company.

Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Ofce of the Company.

EMPLOYEE STOCK OPTION PLAN:

Your Company has formulated and designed various Employees Stock Option Schemes for employees. The required disclosures to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, are appended herewith and forms part of this Report.

HUMAN RESOURCES (HR):

The Company''s HR policies and procedures are designed to recruit and retain the best talent to support the growth momentum of your Company and to align the interest of employees with the long term organisational goals.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors, and cane growers and fnally to all its members for the trust and confdence reposed on the Company. The Board further wishes to record their sincere appreciation for the signifcant contributions made by employees at all levels for their competence, dedication and contribution towards the growth of the Company.

For and on behalf of the Board,

Mumbai Vidya Murkumbi August 13, 2014 Executive Chairperson

---

Mar 31, 2013

Dear Members,

The Board of Directors is pleased to present the Seventeenth Annual Report of your Company together with the audited financial statements for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs.in Million)

Year ended 31st March 2013 18 Months period ended 31st March, 2012

Revenues 64,104 63,632

Profit before financial expenses and depreciation 6,098 7,398

Financial expenses 3,671 3,699

Depreciation 1,592 1,455

Profit before provision for tax and Exceptional Items 835 2,244

Exceptional Items 77 894

Provision for taxation:

-Current 13 89

- Deferred Tax 227 420

Net Profit 518 841

Profit brought forward from the previous year 2,841 3,288

Profit available for appropriation 3,359 4,129

Transfer to General Reserves 52 85

Transfer to Debenture

Redemption Reserve 473 423

Interim Dividend on equity shares 671

Proposed Dividend on equity shares 335

Dividend tax 57 109 Retained in the Profit & Loss Account 2,442 2,841

OPERATING HIGHLIGHTS:

The Company achieved a turnover of Rs.64,104 Million for the year (12 months) ended 31st March, 2013 as against Rs.63,632 Million for the previous year (18 months). The EBITDA for the year under review stood at Rs.6,098 Million as compared to Rs.7,398 Million for the previous year, while the Net profit stood at Rs.518 Million as compared to Rs.841 Million for the previous year. Analysis of operating performance is covered under "Management Discussion and Analysis" which forms part of this Report.

The figures under review for the year ended 31st March, 2013 is for a period of 12 months and that the figures for the previous year ended 31st March, 2012 is for 18 months period and hence not comparable.

DIVIDEND:

Your Directors are pleased to recommend foryour consideration, a dividend of 50 paise (50%) per equity share on the Face Value of Rs.1/- each for the financial year 2012-13. The Dividend, if approved, will be paid to the eligible members well within the stipulated period.

TRANSFERTO RESERVES:

The Company has transferred Rs.52 Million to the General Reserves and an amount of Rs.473 Million to the Debenture Redemption Reserve out of the amount available for appropriation. An amount of Rs.2,442 Million is proposed to be retained in the Profit &Loss Account.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of provisions of Sections 58A and 58AA of the Companies Act, 1956.

DEBENTURES:

The Company has raised long term funds through issue of Non- Convertible Debentures (NCDs) aggregating to Rs.1,000 Million, while NCDs aggregating to Rs.2,045 Million were redeemed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the business and operations of the Company is attached to this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

During the year under review, Shree Renuka Tunaport Pvt. Ltd. was incorporated as a wholly owned subsidiary of the Company for the purpose of carrying on the business of infrastructure development in the form of constructing and building ports, jetties, wharfs, docks, harbours, etc.

Renuka Commodities DMCC, wholly owned subsidiary of the Company incorporated in Dubai, is proposed to be amalgamated into the Company to achieve better synergies and increase net worth of the Company, which will facilitate effective and fast mobilization of financial resources for meeting increased capital expenditure.

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India on Consolidated Financial Statements, attached are the Consolidated Financial Statements, which forms part of this Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest, as a single entity.

As per the provisions of Section 212 of the Companies Act, 1956, the holding company has to attach the copies of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and of the Auditors and other documents of all its Subsidiary Companies to its Balance Sheet at the end of every financial year. Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 ("the Act"), the Ministry of Company Affairs vide its General Circular No. 2/2011 dated 8th February, 2011, granted a general exemption to holding companies from complying with the provisions of Section 212 of the Act, subject to certain conditions being fulfilled. Accordingly, the Company has not attached the said documents of the Subsidiary Companies in this Annual Report.

A statement containing brief financial details of each of the Subsidiary Companies is included in the Annual Report, in terms of the aforesaid circular. The Annual Accounts of the Subsidiary Companies and related detailed information will be made available to the Members at any point of time for inspection at the registered office of the Company and its respective subsidiaries. The Company will make available the documents of the subsidiaries upon request by any Member of the Company/ Subsidiaries of the Company interested in obtaining the same.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. S. K. Tuteja and Mr. Robert Taylor, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Mr. J. J. Bhagat, Director of the Company also retires by rotation alongwith the aforementioned Directors at the ensuing Annual General Meeting. He has expressed his unwillingness to be re-appointed as Director. The Members of the Board place on record their deep sense of appreciation for his valuable advice during his association with the Company.

During the year, Mr. Jonathan Kingsman, Director, resigned from the office of Director with effect from 31st October, 2012. The Members of the Board place on record its appreciation for the valuable guidance rendered by him during his tenure as Independent Director of the Company.

Brief resume of the Directors seeking re-appointment, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the section on Corporate Governance, which forms part of this Annual Report.

AUDITORS AND AUDITORS''REPORT:

M/s. Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended by the Board of Directors for re-appointment. Certificate from the said Auditors has been obtained to the effect that their re-appointment, if made, would be within the limits specified under Section 224 (IB) of the Companies Act, 1956.

The Auditors'' Report to the Members on the Accounts of the Company for the year ended 31st March, 2013 does not contain any qualification.

COST AUDITOR:

The Board has appointed M/s. R. J. Goel & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for the financial year 2012-13, the Cost Audit Report for which will be submitted to the Central Government before the due date i.e. 30th September, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are forming part of this Report and are annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 ("the Act") and based on the representations received from the management, the Directors confirm that:

a) in preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if any;

b) the accounting policies selected have been applied consistently and judgment made and estimates given are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2013 and the Profit of the Company for the year ended on that date;

c) the proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE:

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges. The Report on Corporate Governance along with the Auditors''Certificate on its compliance, forms part of this Report and are annexed hereto.

CEO/CFO CERTIFICATION:

As required under Clause 49 of the Listing Agreement, the CEO/ CFO Certification is attached with the Annual Report.

PARTICULARS OF EMPLOYEES:

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all Members of the Company.

Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES (HR):

The Company''s HR policies and procedures a re designed to recruit and retain the best talent to support the growth momentum of your Company and to align the interest of employees with the long term organisational goals.

EMPLOYEE STOCK OPTION PLAN:

Your Company has formulated and designed various Employees Stock Option Schemes for employees. The required disclosures to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, are appended herewith and forms part of this Report.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and cane growers and finally to all its members for their trust and confidence reposed on the Company.The Board further wishes to record their sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the growth of the Company. For and on behalf of the Board,

Place: Mumbai Vidya Murkumbi

Date: 29th May, 2013 Executive Chairperson

---

Mar 31, 2012

To The Members of Shree Renuka Sugars Limited

The Board of Directors is pleased to present the Sixteenth Annual Report of your Company together with the audited financial statements for the year (18 months period) ended March 31, 2012.

FINANCIAL RESULTS

(Rs in Million)

Particulars 18 Months Year Ended Ended 31-Mar-12 30-Sep-10

Revenues 63,632 55,979

Profit before financial 7,399 7,246 expenses and depreciation

Financial expenses 3,699 825

Depreciation and 1,455 815 amortization

Profit before provision for tax 2,244 5,606

Exceptional Items 894 -

Provision for taxation :

- Current 265 943

- Deferred Tax 244 560

- Wealth Tax 1 1

Net Profit before prior period 841 4,102 adjustments

Less: Prior period - 2 adjustments

Net Profit 841 4,100

Profit brought forward from 3,289 1,090 the previous year

Profit available for 4,130 5,191 appropriation

Transfer to General Reserves 85 1,000

Transfer to Debenture 423 120 Redemption Reserve

Dividend on equity shares 671 670

Dividend tax 109 111

Retained in the Profit & Loss 2,841 3,289 Account

OPERATING HIGHLIGHTS

The Company has changed its accounting year from October-September to April-March and accordingly the figures for the period under review is for a period of 18 months ended March 31, 2012 and hence not comparable with last year's figures.

The Company achieved turnover of Rs 63,632 million for the year (18 months period) ended March 31, 2012 as against Rs 55,979 million of the previous year (12 months). The EBITDA for the year under review stood at Rs 7,399 million compared to Rs 7,246 million of the previous year while the Net profit slipped to Rs 841 million from Rs 4,100 million of the previous year. Analysis of operating performance is covered under "Management Discussion and Analysis" which forms part of this Report.

DIVIDEND

The Board of Directors at its meeting held on September 29, 2011 declared interim dividend @ Rs 1/- per equity share (100%) of face value of Rs 1/- each, which was paid to all shareholders on October 12, 2011. The total dividend payout for the financial year ended March 31, 2012 (including dividend distribution tax) was Rs 780,217,507/-. Your Directors have taken a decision to treat the interim dividend as final dividend for the financial year 2010-12.

TRANSFER TO RESERVES

The Company has transferred Rs 85 million to the General Reserves and an amount of Rs 423.33 million to the Debenture Redemption Reserve out of the amount available for appropriation. An amount of Rs 2,841.27 million is proposed to be retained in the Profit & Loss Account.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of provisions of Section 58A and 58AA of the Companies Act, 1956 ("the Act").

EQUITY SHARE CAPITAL OF THE COMPANY

During the period under review the Company had issued and allotted 937,650 equity shares of Rs 1/- each at a price of Rs 29.55 per share (including premium of Rs 28.55 per share) on exercise of 937,650 options under the Employee Stock Option Scheme by its employees, in accordance with SEBI guidelines.

NON CONVERTIBLE DEBENTURES (NCDs)

The Company has issued and alloted 4,000 Redeemable Non-Convertible Debentures (NCDs) of Rs 1,000,000/- each aggregating to Rs 4,000 million and 1,500 Redeemable Non-Convertible Debentures (NCDs) of Rs 1,000,000/- each aggregating to Rs 1,500 million on a private placement basis on October 07, 2011 and April 03, 2012, respectively.

Further, the NCDs allotted on October 07, 2011 aggregating to Rs 4,000 million are listed on the Wholesale Debt Market segment of Bombay Stock Exchange Limited (BSE) and NCDs aggregating to Rs 1,500 million is in the process of being listed with the said Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

The Management Discussion and Analysis Report on the business and operations of the Company is attached to this report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India on Consolidated Financial Statements, attached are the Consolidated Financial Statements, which forms part of this Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest, as a single entity.

As per the provisions of Section 212 of the Act, the holding Company has to attach the copies of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and of the Auditors and other documents of all its Subsidiary

Companies to its Balance Sheet at the end of every financial year. Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Company Affairs vide its General Circular No. 2/2011 dated February 8, 2011, has granted a general exemption to holding companies from complying with the provisions of Section 212 of the Act, subject to certain conditions being fulfilled. Accordingly, the Company has not attached the said documents of the Subsidiary companies in this Annual Report.

A statement containing brief financial details of each of the subsidiary companies is included in the Annual Report, in terms of the aforesaid circular. The Annual Accounts of the subsidiary companies and related detailed information will be made available to the members at any point of time for inspection at the registered office of the Company and its respective subsidiaries. The Company will make available the Annual Report of the subsidiaries upon request by any member of the Company/Subsidiaries of the Company interested in obtaining the same.

DIRECTORS

In accordance with the provisions of the Act and the Company's Articles of Association, Mr. Jonathan Kingsman, Mr. Hrishikesh Parandekar and Mr. Sanjay Asher, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board of Directors at its meeting held on May 10, 2011, appointed Mr. Vijendra Singh as an Additional Director of the Company to hold office as Director upto the date of ensuing Annual General Meeting in terms of Section 260 of the Act. A notice in writing has been received from a member of the Company under Section 257 of the Act, signifying his intention to propose Mr. Vijendra Singh as a candidate for the office of Director of the Company. In the said Meeting, the Board had, subject to the approval of shareholders in the ensuing General Meeting, appointed Mr. Vijendra Singh, as a Whole-time Director of the Company designated as "President (Sugar Mills)" for a period of three years with effect from May 10, 2011. On the recommendations of the Remuneration/Compensation Committee, the Board has fixed the remuneration of Mr. Vijendra Singh for a period of three years.

Further, the Board of Directors at its meeting held on May 29, 2012, re-appointed Mr. Narendra Murkumbi as Vice Chairman & Managing Director of the Company for further term of five years with effect from September 20, 2012, considering his performance, leadership, vision and the financial position of the Company. All the re-appointments and revision of remuneration is made on specific recommendations of the Remuneration/Compensation Committee and are subject to approval of shareholders in the ensuing Annual General Meeting.

Brief resume of the Directors seeking re-appointment, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the section on Corporate Governance, which forms part of this Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended by the Board of Directors for re-appointment. Certificate from the said Auditors' has been obtained to the effect that their re- appointment, if made, would be within the limits specified under Section 224 (1B) of the Act.

The Auditors' Report to the members on the Accounts of the Company for the period ended March 31, 2012 does not contain any qualification.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are forming part of this Report and is annexed hereto.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217 (2AA) of the Act and based on the representations received from the management, the Directors confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures from the same, if any;

b) the accounting policies selected have been applied consistently and judgment made and estimates given are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on March 31, 2012 and the Profit of the Company for the period ended on that date;

c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges. The Report on Corporate Governance along with the Auditors' Certificate on its compliance, forms part of this Report and is annexed hereto.

CEO/CFO CERTIFICATION

As required under Clause 49 of the Listing Agreement, the CEO/CFO Certification is attached with the Annual Report.

PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules 1975, as amended, are given in an Annexure forming part of this Report.

However, having regard to the provisions of Section 219(1) (b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

The Company's HR policies and procedures are designed to recruit and retain the best talent to support the growth momentum of your Company and to align the interest of employees with the long term organisational goals.

EMPLOYEE STOCK OPTION SCHEME

Your Company has formulated and designed various Employees Stock Option Schemes for employees. During the period under review, the Company has allotted 937,650 Equity Shares of Rs 1/- each on exercise of vested options by certain employees/Directors under the said ESOP Schemes.

Further, 6,829,840 Stock Options granted to Employees / Directiors under Scheme 2 & 3 of Shree Renuka Sugars Employees Stock Option Scheme - 2006 (ESOS 2006) have been surrendered to the Company.

The required disclosures to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, are appended herewith and forms part of this Report.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and cane growers and finally to all its members for their trust and confidence reposed on us and look forward to their continued support at all times. The Board further wishes to record their sincere appreciation for the significant contributions made by employees at all levels for their competence, perseverance and hard work that has enabled the Company to achieve new milestones on a continual basis.

For and on behalf of the Board of Directors

Mumbai Vidya Murkumbi

May 29, 2012 Executive Chairperson

---

Sep 30, 2010

The Board of Directors is pleased to present the Fifteenth Annual Report of your Company together with the audited financial statements for the year ended September 30, 2010.

FINANCIAL RESULTS

(Rs. in Million)

Particulars 2009-10 2008-09

Revenues 55,979 22,398

profit before financial expenses and 7,246 3,685 depreciation

Financial expenses 825 884

Depreciation and amortisation 815 625

profit before provision for tax 5,606 2,176

Provision for taxation :

- Current 943 341

- Deferred tax 560 400

- Wealth Tax 1 -

Less: Prior period adjustments 1 -

Net profit 4,101 1,435

Less: Brought forward loss on amalgamation 39 - of subsidiaries

Profit brought forward from the previous year 1,129 685

Profit available for appropriation 5,191 2,120

Transfer to General Reserves 1,000 500

Transfer to Debenture Redemption Reserve 120 120

Dividend on equity shares 671 317

Dividend tax 111 54

Retained in the profit & Loss Account 3,289 1,129

OPERATING HIGHLIGHTS

The Company achieved turnover of Rs. 55,979 Million for the year ended September 30, 2010 as against Rs. 22,398 Million of the previous year, registering a growth of 150%. EBITDA for the year under review stood at Rs. 7,246 Million compared to Rs. 3,685 Million of the previous year, a strong growth of 97%. Net profit increased substantially by 186% to Rs. 4,101 Million from Rs. 1,435 Million of the previous year. Analysis of operating performance is covered under "Management Discussion and Analysis" which forms part of this Report.

AMALGAMATION

During the year under review two wholly owned subsidiaries of the Company viz. Godavari Biofuel Pvt Ltd and Ratnaprabha Sugars Ltd have been amalgamated with the Company (Shree Renuka Sugars Ltd). In terms of the above Scheme all assets, liabilities, rights, licences, permissions etc. of Godavari Biofuel Pvt Ltd and Ratnaprabha Sugars Ltd stands transferred to and vested in Shree Renuka Sugars Ltd from April 1, 2009 being the appointed date. As from December 10, 2010 being the effective date of the Scheme, Godavari Biofuel Pvt Ltd and Ratnaprabha Sugars Ltd stands dissolved without winding up.

DIVIDEND

The Board of Directors at its meeting held on September 28, 2010 declared 100% interim dividend i.e. Rs. 1/- per equity share having face value of Rs. 1/- each. The total dividend pay-out for the financial year 2009-10 (including dividend distribution tax) was Rs. 781,724,070/-. The said dividend was paid on October 11, 2010.

Your Directors have taken a decision to treat the interim dividend as fnal dividend for the financial year 2009-10.

TRANSFER TO RESERVES

The Company has transferred Rs. 1,000 Million to the General Reserves and an amount of Rs. 120 Million to the Debenture Redemption Reserve out of the amount available for appropriation. An amount of Rs. 3,289 Million is proposed to be retained in the profit & Loss Account.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of provisions of Section 58A and 58AA of the Companies Act, 1956 ("the Act").

FURTHER ISSUE OF CAPITAL

During the year the Company had issued and allotted 18,000,000 fully paid-up equity shares of Rs. 1/- each at a price of Rs. 114.37, aggregating to Rs. 2,058.66 Million to Promoters, in accordance with SEBI guidelines, on preferential basis, consequent to the exercise of warrants issued to them.

BONUS ISSUE

The members at the last Annual General Meeting of the Company approved issue of Bonus shares in the ratio of 1:1. Accordingly, the Company issued and credited 334,900,000 equity shares to all those members whose names appeared as on March 17, 2010, being the Record Date fixed for ascertaining entitlement for Bonus Issue.

STRATEGIC ACQUISITIONS AND DEVELOPMENTS

In March 2010, the Company completed acquisition of Renuka Vale Do Ivaí S/A (VDI) formerly Vale Do Ivaí S/A Açúcar E Álcool, a Brazilian sugar and ethanol production company located in Parana state of Brazil. Pursuant to the above acquisition, VDI has become a wholly owned subsidiary of the Company. The acquisition includes two sugar and ethanol production facilities located in the Southern State of Parana with a combined crushing capacity of 3.1 Million tons per annum.

In July 2010, the Company completed its second Brazilian acquisition by acquiring a controlling stake of 50.34% in Equipav S.A. Açúcar e Álcool ("Equipav AA") which has been renamed as "Renuka do Brasil S/A (RdB)". RdB consists of two very large and modern sugar/ethanol mills with integrated co-generation facilities in Sao Paulo state in Southeast Brazil having a combined cane crushing capacity of 10.5 Million tons of cane per annum (44,400 TCD). In addition, RdB has a co-generation capacity of 203 MW. Cane supply comes from the cultivation of about 115,000 Ha of land of which nearly 2/3rd is cultivated by the RdB with very high level of mechanisation for both planting and harvesting. The mills have easy access to the main ports of Santos and Paranagua, which provides logistic benefits to RdB.

Above acquisition in Brazil has transformed your Company from a local player to a global player in sugar and ethanol sectors, having a substantial presence in the largest ethanol and sugar markets of the world and making it one of the largest sugar company in the world.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

The Management Discussion and Analysis Report on the business and operations of the Company is attached to this report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India on Consolidated Financial Statements, attached are the Consolidated Financial Statements, which form part of this Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest, as a single entity.

The Company has been granted exemption under Section 212(8) of the Act for the year ended September 30, 2010 by the Ministry of Corporate Affairs from attaching to its Annual Report, copies of the Balance Sheet, profit & Loss Account, Report of the Board of Directors and the Auditors and other documents required to be attached under Section 212(1) of the Act, of all its subsidiary companies. Accordingly, the said documents are not attached with the Balance Sheet of the Company. A statement containing brief financial details of each of the subsidiary companies is included in the Annual Report, in terms of the exemption letter. The Annual Accounts of the subsidiary companies and related detailed information will be made available to the members at any point of time for inspection at the registered office of the Company and at the registered office of the respective subsidiary companies. The Company will make available the Annual Report of the subsidiaries upon request by any member of the Company/Subsidiaries of the Company interested in obtaining the same.

OTHER SIGNIFICANT DEVELOPMENTS

During the year, the Company has received Letters of Intent for supply of 118 Million litres of Ethanol to the Oil Marketing Companies (Indian Oil Corporation, Hindustan Petroleum Corporation Ltd, Bharat Petroleum Corporation Ltd) for states of Karnataka, Andhra Pradesh, Kerala, Goa and Maharashtra for a period of one year.

A new standalone sugar refnery with refning capacity of 3,000 TPD at Kandla, West Coast of India is under implementation and expected to be operational in April 2011.

During the year, the Company has increased its stake in National Commodity & Derivatives Exchange Ltd (NCDEX) from 5% to 12.5%.

DIRECTORS

Mrs. Vidya Murkumbi, Mr. Sidram Kaluti and Mr. Nandan Yalgi, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

During the year Mr. Nitin Puranik, Whole- Time Director, resigned from the office of Director and Mr. G. K. Sood vacated the office of Director pursuant to the provisions of Section 260 of the Act. The Board place on record its appreciation for the valuable services and guidance rendered by them during their tenure as Directors of the Company.

Brief resume of the Directors seeking re- appointment, as stipulated under Clause 49 of the Listing Agreement with the stock exchanges are given in the Section on Corporate Governance, which forms part of this Annual Report.

AUDITORS AND AUDITORS REPORT

M/s Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended by the Board of Directors for re-appointment. Certifcate from the said Auditors has been obtained to the effect that their re-appointment, if made, would be within the limits specifed under Section 224 (1B) of the Act.

The Auditors Report to the members on the Accounts of the Company for the year ended September 30, 2010 does not contain any qualifcation.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217 (2AA) of the Act, and based on the representations received from the management, the Directors confrm that:

a) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures from the same if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at September 30, 2010 and of the profit & Loss of the Company for the year ended on that date;

c) the Directors have taken proper and suffcient 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 have prepared the annual accounts on a "going concern" basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are forming part of this Report and is annexed hereto.

CORPORATE GOVERNANCE

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges. The Report on Corporate Governance along with the Auditors Certifcate on its compliance, forms part of this Report and is annexed hereto.

PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

HUMAN RESOURCES

The Companys HR policies and procedures are designed to recruit and retain the best talent to support the growth momentum of your Company to align the interest of employees with those of the Company and to provide them with an opportunity to share the growth of the Company as also to foster long-term commitments, Stock Options are granted by the Company. The Company granted 9,523,840 options under the Companys Employee Stock Option Scheme - 2006 to eligible Employees/Directors. The necessary disclosures as stipulated under the SEBI Guidelines are given in Annexure to this Report. The Company intends to implement Employee Stock Option Plan – 2011 to its eligible Employees/Directors as well as that of its holding and subsidiaries for which approval of members is being sought at the ensuing Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and cane growers and fnally to all its members for their trust and confdence reposed on us and look forward to their continued support at all times. Your Directors wish to place on record their sincere appreciation for the significant contributions made by employees at all levels for their competence, perseverance and hard work that has enabled the Company to achieve new milestones on a continual basis.

On Behalf of the Board of Directors

Mumbai Vidya Murkumbi

February 11, 2011 Executive Chairperson

---

Sep 30, 2009

The Directors are pleased to present the 14th Annual Report of the Company together with the audited financial statements for the year ended September 30, 2009. Your directors take great pleasure and feel immense pride to mark with the completion of highly successful journey of 10 years from our first cane crushing operations at our plant in Munoli (Unit#1), near Belgaum, on November 22, 1999. We commenced our journey with 2,500 TCD of sugar crushing capacity and are now a company with production of 1.01 mn Tons.

Financial highlights (Rs. in mn)

Particulars 2008-09 2007-08

Revenues 22,398 18,151

Profit before financial expenses and depreciation 3,685 2,180

Financial expenses 884 678

Depreciation and amortization 625 365

Profit before provision for tax 2,176 1,137 Provision for taxation :

- Current 341 132

- Deferred tax 400 259

Net Profit 1,435 746

Add: Excess provision for epreciation written back - 182

Profit brought forward 685 327

Profit available for appropriation 2,120 1,255

Transfer to General Reserves 500 500 Transfer to Debenture

Redemption Reserve 120 -

Dividend on equity shares 317 60

Dividend tax 54 10

Balance carried over 1,129 685

Operational highlights

The total turnover of the Company for the year ended September 30, 2009 stood at Rs. 22,398 mn as against Rs. 18,151 mn for the previous year ended September 30, 2008, thereby recording a growth of 23%. The Company has reported an EBITDA of Rs. 3,685 mn compared with Rs. 2,180 mn for the previous year ended September 30, 2008, recording a healthier growth of 69%. The bottom line growth clocked 92% at Rs. 1,435 mn during the year from Rs. 746 mn in the previous financial year ended September 30, 2008. Volume led growth, segment wise growth of revenue, revenue from exports and other detailed analysis of operations are discussed in the Management Discussion and Analysis forming part of this Annual Report.

Dividend

The Board of Directors in its meeting held on September 30, 2009 had declared 50% interim dividend i.e. Re. 0.50 per equity share of Re. 1/- each. The Board also declared in that meeting 50% one-time special dividend i.e. Re. 0.50 per equity share of Re. 1/- each to mark the completion of 10 years of commercial production. The total dividend pay-out for the financial year 2008-09 (including dividend distribution tax) is Rs. 371 mn. The above interim dividend aggregating to 100% i.e. Re. 1/- per equity share of Re. 1/-, declared and paid is to be confirmed by members in the ensuing Annual General Meeting. The Board of Directors has decided to consider the interim divided as dividend for the financial year 2008-09.

Transfer to Reserves

The Company has transferred Rs. 500 mn to the General Reserves and an amount of Rs. 120 mn to the Debenture Redemption Reserve out of the amount available for appropriation. An amount of Rs. 1,129 mn is proposed to be retained in the Profit & Loss Account.

Deposits

The Company has not accepted any public deposits and, as such, no amount of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

Further Issue of Capital

To meet the fund requirements entailed by the strong growth potentials, the Company issued 36,936,840 equity shares of Re.1/- each to Qualified Institutional Buyers at a price of Rs. 137/- including a premium of Rs. 136/- each fully paid-up in accordance with the statutory provisions including SEBI (Disclosure and Investor Protection) Guidelines, 2000 and the approval of members accorded in the Extraordinary General Meeting of the Company held on August 27, 2008.

Further the Company has allotted 4,000,000 equity shares of Re.1/- each at a price of Rs. 62.57 including a premium of Rs. 61.57 each fully paid-up, consequent to the exercise of the option of conversion of 4,000,000 warrants, in accordance with SEBI Guidelines, on preferential basis.

The above issues of shares have resulted in an increase in the paid-up equity share capital of the Company from Rs. 275,963,160 to Rs. 316,900,000 consisting of 316,900,000 shares of Re. 1/- each.

Bonus issue of shares

With a view to share the prosperity of the Company with its shareholders, your Directors are pleased to recommend issue of bonus shares in the ratio of one fully paid equity share of Re.1/- each for every one fully paid equity share held in the Company. The issue of bonus shares shall be subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. On approval by the shareholders, bonus shares will be issued to those members whose names appear as on Record Date, to be fixed by the Board.

Strategic acquisition in Brazil

The Company has entered into Definitive Agreements for acquisition of Vale do Ivaí S.A. Açúcar e Álcool (“VDI”), a Brazilian sugar and ethanol production company. The acquisition includes two sugar and ethanol production facilities located in the Southern State of Parana with a combined cane crushing capacity of 3.1 mn Tons per annum. Brazil is the largest and among the lowest-cost producers of sugar in the world with strong growth potential in the medium and long-term. The global trade and imports into Asia are, in particular, significantly dependent on production surplus of sugar in Brazil. In addition, the area around India which is the Middle-East, South-Asia, East-Africa and Southeast-Asia are competitively covered distance wise from our two refineries in India. Hence, the Brazilian acquisition will make significant value additions to the Company in terms of long term viability.

Other significant developments

Athani plant: During the year, 180 KLPD distillery was made operational. The sugar manufacturing capacity of Athani plant was enhanced to 8,000 TCD from 6,000 TCD. Expansion of refinery is projected to complete by February 2010 which will enhance the capacity by 1,000 to 2,000 TPD.

Havalga plant: 25.5 MW co-generation facility and a 210 KLPD distillery became operational during the year. The installed and utilised capacity of sugar manufacturing unit is enhanced to 8,000 TCD from 4,000 TCD. A new refinery with a refining capacity of 1,000 TPD is under construction and projected to start its operation by February 2010.

During the year the Company commissioned 30MW bagasse based power project situated at Panchganga in the State of Maharashtra. With commissioning of Panchganga co-generation power project, the exportable power capacity of the Company increased to 95 MW.

During the year, the Company commenced the operation at Raibag SSK a leased plant with 2,500 TCD cane crushing facility.

During the year the Company has also acquired a strategic 5% stake in National Commodity & Derivatives Exchange Limited (NCDEX).

Subsidiary Companies and Consolidated Financial Statements

The Company had 9 subsidiaries in the beginning of the year viz., Renuka Commodities DMCC, Shree Renuka Biofuels Holdings (FZE), Shree Renuka Energy Limited, Shree Renuka Agri Ventures Limited, KBK Chem Engineering Private Limited, Godavari Biofuels Private Limited, Ratnaprabha Sugars Limited, Shree Renuka Southern Africa Holdings (FZC), Renuka Energy Resource Holdings (FZE).

During the year the Company has set up Shree Renuka Global Ventures Limited in the Republic of Mauritius to facilitate its efforts to explore the business at global level. The Company has also set up SRSL Ethanol Limited as its subsidiary for setting-up an integrated sugar and ethanol plant at Nandur, Maharashtra. During the year, the Company acquired majority stake in Gokak Sugars Ltd, with its 2,500 TCD sugar manufacturing unit and 14MW co-generation power plant at Kolavi village of Belgaum district in Karnataka. The Company acquired a ready to commission 30MW co-generation power project at Panchganga in Maharashtra and other co-generation projects which were under development from Shree Renuka Energy Limited. Since the complete co-generation assets had been transferred to the Company, the equity stake held by the Company in Shree Renuka Energy Limited was divested and that company ceased to be the subsidiary of the Company. Consequently, Renuka Energy Resource Holdings (FZE) Sharjah, a subsidiary of Shree Renuka Energy Limited also ceased to be the subsidiary of the Company.

Ratnaprabha Sugars Ltd and Godavari Biofuels Pvt. Ltd., wholly owned subsidiaries of the Company are proposed to be amalgamated into the Company to achieve better synergies and avoid duplication of administrative expenditure.

In accordance with the Accounting Standard AS-21 on consolidated financial statements, your Directors have pleasure in attaching the consolidated financial statements, which form part of this Annual Report. These consolidated financial statements provide financial information about your Company and its subsidiaries as a single entity.

The Company has obtained approval from the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, (the Act) for exempting the Company from attaching to its Annual Report, the copies of the Balance Sheets, Profit & Loss Accounts, Directors’ Reports and Auditors’ Reports and other documents required to be attached under Section 212(1) of the Act, of all its subsidiary companies.

Accordingly, the said documents are not attached to the financial statements of the Company. A gist of the financial performance of the subsidiaries is given in this Annual Report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the investors of holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor in the registered office of the Company and that of subsidiary companies concerned.

Directors

Mr. Nitin Puranik, Mr. S. K. Tuteja, Mr. Robert Taylor and Mr. J. J. Bhagat retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. The Board of Directors at its meeting held on September 30, 2009, appointed Mr. G. K. Sood as Additional Director & Whole Time Director of the Company. Mr. G. K. Sood has been in the employment of the Company since April 2008. In terms of the provisions of Section 260 of the Companies Act, 1956, Mr. G. K. Sood would hold office up to the date of ensuing Annual General Meeting. The Company has received notice proposing the candidature of Mr. G. K. Sood for the office of Director of the Company in terms of the provisions of Section 257 of the Act and the Board recommends his appointment.

Mrs. Vidya Murkumbi was reappointed as Executive Chairperson of the Company for further period of five years in the Board Meeting held on January 30, 2009. Mr. Nandan Yalgi was also reappointed as Whole Time Director designated as ‘Director - Commercial’ for a term of five years in the Board Meeting held on July 21, 2009. Mr. Nitin Puranik was reappointed as Executive Director in the Board Meeting held on January 25, 2010 for further period of three years effective from April 20, 2010. The Board in its meeting held on April 27, 2009 approved the upward revision in the remuneration payable to Mr. Narendra Murkumbi, Vice

Chairman & Managing Director, considering his performance, leadership, vision and the financial position of the Company. All the reappointments and revision of remuneration is made on specific recommendations of the Remuneration Committee and are subject to approval of shareholders in the forthcoming Annual General Meeting. The details of reappointments and amendments to terms and conditions are given in the explanatory statement to the Notice of the Annual General Meeting.

Brief resume of the above Directors, nature of their expertise in specific functional areas, names of companies in which they hold Directorships /Chairmanships of Committees of the Board as stipulated under Clause 49 of the Listing Agreement with the stock exchanges are given in the Section on

Corporate Governance, elsewhere in the Annual Report.

Employees Stock Option Scheme

The grant of stock options to employees is a mechanism to align the interest of employees with those of the Company, to provide them with an opportunity to share the growth of the Company and also to foster long-term commitment. Employees Stock Option Scheme (ESOP) was approved and implemented by the Company and options were granted in accordance with Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. The Remuneration/ Compensation Committee, constituted by the Company administers and monitors the scheme.

The applicable disclosures as stipulated under the SEBI Guidelines as at September 30, 2009 are as under :

Particulars Scheme 1* Scheme 2

a) Options granted 2,119,000 2,000,000

b) The pricing formula Prevailing market price as Prevailing market price as on the date of grant on the date of grant

c) Options Vested Nil Nil

d) Options exercised Nil Nil

e) Total number of shares arisen as a result of exercise of Options Nil Nil

f) Options lapsed Nil Nil

g) Variation in terms of options Nil Nil h) Money realized by exercise of Options Nil Nil i) Total number of Options in force 2,119,000 2,000,000 j) Employee wise details of Options granted to :

(i) Senior Management Personnel : Mr. Shripad Nerlikar - 100,000 Mr. Shripad Nerlikar - 60,000

Mr. K. K. Kumbhat - 100,000 Mr. K. K. Kumbhat - 100,000

Mr. S. K. Maheshwari - 150,000

(ii) Any other employee who received a grant in any one year of Mr. Robert Taylor – 200,000 Nil options amounting to 5% or more of options granted during Mr. G. K. Sood – 150,000 that year

(iii) Identified employees who were granted Options, during any Nil Nil one year, equal to or exceeding 1% or more of the issued capital of the Company at the time of the grant.

k) Diluted Earnings per share (EPS) before exceptional items pursuant NA NA to issue of shares on exercise of options.

* after adjusting for split

The exercise price of the above schemes is the market price prevailing as on the date of grant and the taxes as may be applicable will be borne by the respective employees of the Company. Hence, the issuance of options does not and the consequent exercise of options will not affect the profit and loss account of the company.

The Company has received a certificate from the Auditors of the Company that the scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed at the Annual General Meeting held on 28th December, 2006. The Certificate will be placed at the Annual General Meeting for inspection of members.

Human Resources

We recruit skilled and unskilled workers from nearby locations to our manufacturing facilities. We do not have workers’ unions at our owned or leased facilities. We believe in maintaining good relationships with our workers. Our Company has taken an LIC Group gratuity scheme for our employees. We have a policy to provide the necessary training to new employees and workers. We view this process as a necessary tool to maximise the performance of our employees.

Shree Renuka Sugars Employee Welfare Trust was formed with the sole intention of assisting all workers and employees with receiving a better livelihood. The continuous efforts of the trust have resulted in our excellent industrial relations and there have been no reported strikes or closures during the year.

Recruitment

We believe that our employees are the major contributors to our business. A structured orientation programme is conducted for all new employees of the Company for the respective responsibilities. We recruit the technical personnel based on their experience and a good track record of performance. Similarly technicians and operatives with good work experience in the industry are considered. We normally recruit staff through advertising, consultants or by references from existing employees.

Training and Development

We place special emphasis on the training of our employees to enable them to develop their skills and to meet changing requirements. We focus on an initial learning programme for our trainees as well as continuous learning programmes for all our employees. The strategy observed for training of employees is to identify the training needs of the employees based on their competency profile.

Our key objective is to provide training to all employees at regular intervals and key focus areas of training are technology, quality, information technology and leadership development. Our Company sponsors and encourages our employees to attend seminars and conferences. To achieve the objectives in the most efficient manner, we conduct regular appraisals of employees with a view to (i) identifying training needs, (ii) performance appraisal, and (iii) career planning. We regularly sponsor our engineers, chemists, and other employees for various advanced courses in sugar engineering, sugar technology and alcohol technology at the Vasantdada Sugar Institute, Pune.

Auditors and Auditors’ Report

M/s Ashok Kumar, Prabhashankar & Co., Chartered Accountants, Bangalore, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been obtained to the effect that their re-appointment, if made, would be within the limits specified under Section 224 (1B) of the Act, 1956.

The Auditors’ Report to the shareholders for the year ended September 30, 2009 does not contain any qualification and therefore does not call for any explanation/comments.

Directors Responsibility Statement

The Board of Directors in terms of Section 217 (2AA) of the

Act states that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at September 30, 2009 and of the Profit and Loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a “going concern” basis.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo Information as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are forming part of this Report and is annexed hereto.

Corporate Governance

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance stipulated in Clause 49 of the Listing Agreement have been complied with. A separate Report on Governance along with the Auditors’ Certificate on its compliance, forms part of this Report and is annexed hereto.

Particulars of employees

In terms of the provisions of Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors’ Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Acknowledgements

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and cane growers and finally to all shareholders for their trust and confidence reposed in the Company. The Directors also express their deep sense of appreciation for the committed services of the executives, staff and workers of the Company.

On Behalf of the Board of Directors

Mumbai Vidya M. Murkumbi

January 25, 2010 Executive Chairperson