Directors Report of Prudential Sugar Corporation Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 34th Annual Report and the Audited Financial Statements for the
Financial Year ended March 31, 2025.

Financial Results

The performance for the Financial Year ended March 31, 2025 is as under:

(Rs.in Thousands)

PARTICULARS	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	9,97,164.73	1,089,638.68	10,53,107.59	1,129,330.01
Profit/(Loss) before Interest & Depreciation	63,070.58	55,288.40	1,13,586.32	92,403.78
Less: Interest	33,124.94	7,935.22	33,266.74	7,935.22
Profit/(Loss) after Interest & before Depreciation	29,945.64	47,353.18	80,319.58	84,468.56
Less: Depreciation	85.78	94.82	85.78	94.82
Profit/(Loss) before Tax	29,859.86	47,258.36	80,233.80	84,373.74
- Taxation for earlier years	0.00	0.00	0.00	0.00
- Current Tax	8,812.87	11,478.11	22.826.90	21,803.61
- Deferred Tax Assets	0.00	0.00	0.00	0.00
Net Profit after Tax and dividend	21,046.99	35,780.25	57,406.90	62,570.13
Add: Balance brought from previous year	4,34,266.05	398,485.79	5,25,252.09	462,681.96
Surplus/(loss0 carried to Balance Sheet	4,55,313.03	434,266.05	5,82,658.99	525,252.09

State of the Affairs of the Company

The Company continues to be in the business of Trading of Sugar and its allied products domestically by virtue of
expertise in manufacturing and trading of commodity for several years now. Besides the business of trading, the Board
of Directors of the Company has proposed to embark upon making fresh Investments for expansion and growth of
the existing business, which includes Investments in Subsidiaries and other new acquisitions, if found feasible and also
explore new initiatives into diverse areas of business, capital expenditure, working capital, venturing into the business
of Green Energy as a green field project etc.

Share Capital:

Authorized Share Capital

During the year under review, there was no change in authorized share capital of the Company. Authorized share capital
of the company as on March 31, 2025 was '' 75,00,00,000, comprising of 5,00,00,000 equity shares of '' 10 each and
50,00,000 No of 16% Cum Redeemable Preference shares of '' 50.

Paid-up Share Capital

During the Financial Year 2024-25, there was no change in paid up share capital of the Company. Fully Paid up share
capital of the company as on March 31, 2025 was '' 36,33,20,000, comprising of the following:

1. 1,54,06,400 equity shares of '' 10 each

2. 1,03,45,600 Equity shares of '' 10 each

- (Converted from 2586400 Equi preference Shares of '' 40 each)

3. 20,000 16% Cum. Redeemable Pref. Shares of '' 40 each
- (Rs.10 converted into Equity)

4. 65,000,00 Equity shares of '' 10 each
Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has not issued any bonus shares during the year under review.

Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfers to Reserves

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under
review.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of
the Companies Act, 2013 read with rules made there under.

Subsidiaries, Associates and Joint venture

During the financial year 2017-18, your company had acquired the Equity Shares in Prudential Ammana Sugars Limited,
which has become subsidiary 100 percent of the Company.

Statement containing salient features of the financial statement of the above mentioned subsidiary has been given in
Form AOC-1 in the Annexure-VII to this report.

Your Company does not have any Joint Ventures or Associate Companies.

Number of Meetings of the Board of Directors

The Board of Directors duly met 6 times during the financial year from April 1, 2024 to March 31, 2025, the details of
which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed
120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard -1.

Independent Directors'' Meeting

The Independent Directors met on February 10, 2025, without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors
and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive
Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between
the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

Indian Accounting Standards (IND-AS)

Your Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to the
Companies (Indian Accounting Standard) Rules, 2015 as notified by the Ministry of Corporate Affairs on February 16,

2015. Accordingly, your Company has prepared financial results on standalone basis as per Ind-AS, the formats for
Unaudited/Audited quarterly financial results i.e. Statement of Profit and Loss and the Unaudited/Audited Half-Yearly
Balance Sheet are to be submitted to the stock exchanges, shall be as per the formats for revised Balance Sheet and
Statement of Profit and Loss as prescribed in Schedule III to the Companies Act, 2013.

Extract of Annual Return

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules,
2014, extract of the Annual Return in Form MGT-9 is available on the Company''s website at http://www.prudentialsugar.
com/shareholders information.

Directors Responsibility Statement as required under Section 134 of the Companies Act,2013

Pursuant to the requirement under Sec 134 (3)( C) of the Companies Act, 2013, with respect to the Directors'' Responsibility
Statement, the Board of Directors of the Company hereby confirms that:

a. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

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, 2025 and Statement of Profit and Loss of the Company for that period;

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

d. the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2025 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 were adequate and operating effectively.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of
the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis discusses the key issues
concerning the business and carried on by the Company and the same is enclosed as Annexure - V to this Report.

Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) net
worth of the Company to be '' 500 crore or more; or (b) turnover of the company to be '' 1,000 crore or more; or (c)
net profit of the company to be '' 5 crore or more. As the Company does not fall under any of the threshold limits given
above, the provisions of section 135 are not applicable to the Company.

Audit Committee

The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report.
All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Mr. Dilip Raj Singhvi,
Chairman, Ms. Shilpa Bung and Mr. Pradeep Chaturvedi.

Brief description of terms of reference:

• Identify persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down and recommend to the Board for their appointment and removal;

• carry on the evaluation of every director''s performance;

• formulation of the criteria for determining qualifications, positive attributes and independence of a director;

• recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and
other employees;

• formulation of criteria for evaluation of Independent Directors and the Board;

• devising a policy on Board diversity; and

• any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

In compliance to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has recommended to
the Board a Nomination and Remuneration policy with respect to appointment / nomination and remuneration payable
for the Directors, Key Managerial Personnel and senior level employees of the Company. The said policy has been
adopted by the Board and the same was discussed in the Corporate Governance 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.

Particulars of Loans, Guarantees or Investments under Section 186

The company has not given any Loans, Guarantees, and made Investments during the Financial Year ended on March
31, 2025, in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings
of Board and its Powers) Rules, 2014.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

All transactions entered by the Company with Related Parties were in the Ordinary course of Business and are at Arm''s
Length pricing basis. The Audit Committee granted approvals for the transactions and the same were reviewed by the
Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during the financial year 2024-25 which were in
conflict with the interest of the Company. The details of contracts and arrangements with related parties as referred to
in Section 188(1) of the Companies Act, 2013 are given as Annexure - I to the Board''s Report in form # AOC-2 pursuant
to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.

During the year under review there are no contracts / arrangements / transactions entered by the Company during the
financial year with related parties and do not attract the provisions of Section 188 of the Companies Act, 2013.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of
Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo
pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is
enclosed as Annexure - II to this Report.

Mechanism for Evaluation of Board

Pursuant to section Sec 134 (3)(q) read with Rule 8 (5) (viii) of Companies (Accounts) Rules evaluation of all Board
members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee
and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual
Directors.

A. Criteria for evaluation of Board of Directors as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their roles;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of Information to the stakeholders.

B. Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfillment of director obligations and fiduciary responsibilities;

v. Guiding strategy;

vi. Monitoring management performance and development;

vii. Statutory compliance & Corporate governance;

viii. Attendance and contribution at Board /Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the Year

In terms of Section 152 of the Companies Act, 2013, Mr. Vinod Kumar Baid, Director would retire by rotation at the
forthcoming AGM and is eligible for re-appointment. Mr. Vinod Kumar Baid has offered himself for re-appointment.

Based on the confirmations received from the Directors, none of the Directors are disqualified fromappointment under
Section 164 of the Companies Act, 2013.

Statutory Auditors

M/s. PPKG & Co., Chartered Accountants, (Firm Registration #009655S) were appointed as Statutory Auditors of your
Company to hold office from the conclusion of the 31st AGM until the conclusion of the 36th AGM to be held in the year
2027. The requirement to place the matter relating to appointment of Auditors for ratification by members at every
Annual General Meeting is done away with vide Notification dated May 7, 2018 issued by the Ministry of Corporate
Affairs, New Delhi.

Qualification by Statutory Auditors

There are no Qualification/Reservation or Adverse remarks contained in Independent Auditors Report under Paras:
Basis for Qualified opinion:

i. Since all the shares of the Company were converted into equity Shares the Company did not redeem the 16%
Redeemable Cumulative Preference Shares and did not provide for arrears of dividend thereon.

ii. In view of very limited strength of employees presently working with the Company, the requirements of AS-15
Employee Benefits in respect of gratuity could not be complied with. However, provision for gratuity as required
under Payment of Gratuity Act has been provided for.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors has appointed M/s.RBM & Associates, Practicing Company Secretaries for
conducting Secretarial Audit of the Companyfor the financial year 2024-25.

Cost Auditors

The appointment of Cost Auditors for the year ended March 31, 2025, was not mandated since the Company has not
been engaged in manufacturing operations.

Internal Auditors

The Board of Directors of the Company has opined that it was not required to assign the function of Internal Audit to an
independent firm of Chartered Accountants to carry out Internal Auditing of books of accounts in pursuance of Section
138 of the Companies Act, 2013 read with rules made there under, in view of the fact that there were no commercial/
operational transactions during the year.

Internal financial control and its adequacy

The Board of your Company has laid down internal financial controls which comply with the provisions of the Companies
Act, 2013 and Listing Regulation with Stock Exchange and that such internal financial controls are adequate and operating
effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial disclosures.

Corporate Governance

The Company is committed to good corporate governance in line with the SEBI (LODR) Regulations, 2015 and Provisions,
Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate
governance specified in the Listing Agreement with BSE. A certificate of compliance from M/s. PPKG & Co., Chartered
Accountants and the report on Corporate Governance form part of this Directors'' Report.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims at conducting the affairs of
the company in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and
ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected
fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization
of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in
exceptional cases.

Secretarial Auditor Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed M/s. RBM &
Associates, Company Secretaries as Secretarial Auditors to conduct Secretarial audit of the company for the Financial
Year Ended on March 31, 2025.

Secretarial Audit Report issued by RBM & Associates, Company Secretaries in form MR-3 is enclosed as Annexure - III
to this Annual Report.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - IV to this Annual
Report.

There are no employees whose particulars need to be furnished pursuant to Rule 5(2) The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

1. The Company has set internal control systems to maintain accurate and complete accounting records, to safeguard
its assets, to prevent and detect any frauds and errors.

2. The Company has appointed Internal Auditors to observe the Internal Controls, whether the workflow of
organization is being done through the approved policies of the Company. In every Quarter during the approval
of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on
the Internal Audit observations; and

3. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy,
Fixed Assets Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures
for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.

Change in the nature of business

After to the sale of its business and assets in the year 2017, the Company has been engaged in trading of Sugar and its
allied products by virtue of its management and marketing expertise for several years now. However, besides trading,
the Board of Directors of the Company is exploring new investment opportunities in diversified areas of business like
venturing into the business of Green Energy by setting up a green field project. Plans are also afoot to identify suitable
land in Jodhpur in the State of Rajasthan to set up a facility with the support of the Government of Rajasthan. Also, the
Company is planning to re-enter into import/export of raw-sugar and white sugar depending upon the opportunities
that may arise out of public policies of the Government from time to time.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and company''s operations in future

As disclosed in the Directors'' Report in the Balance Sheet for the previous Financial Year ended March 31, 2024, a few
legal cases which were filed by Mr. Ch. Krishna Murthy against the Company and by the Company against him, though
not materially significant and would not in any manner impact the going concern status of the Company and the
Company''s operations in future, are pending at various stages before the respective Courts/Tribunals.

The details of the cases filed:

#	Case Number	Case Status
	Against the Company
1	OS821/2014	The Suit filed by Mr. Ch. Krishna Murthy and Sri Venkateshwara Sugar Industries Private Limited against Mr. Vinod Baid and the Company before the II Additional Chief Judge, City Civil Court, Hyderabad along with Interim Application IA No. 2074 by 2014) seeking injunction on the Postal Ballot conducted by the Company for sale/transfer of the Company''s Sugar business and other consequntial acts relating to the postal ballot. While the IA 2074 was disposed off in favor of the Company, the Main Suit is presently pending disposal before the Hon''ble Court.
2.	OP 2956/2014	Mr. Ch. Krishna Murthy filed a petition u/s 9 of Arbitration Act before the XXV Additional Chief Judge, City Civil Court, Hyderabad, seeking direction from the Hon''ble Court to appoint a Receiver/Auditor to protect his alleged investment in the Company. The matter is pending before the Hon''ble Court.
3.	CP 184/241	Mr. Ch. Krishna Murthy filed a Company Petition against the Company and the Directors of the Company before the National Company Law Tribunal, Hyderabad for multiple interim reliefs relating to the operations of the Company and the transfer of assets of the Company executed in favor of Natems Sugar Private Limited. Pursuant to the Hon''ble Supreme Court''s Order the Company has filed its counter and the matter is pending adjudication before the Tribunal as on date.

#	Case Number	Case Status
	By the Company
1.	OS 384/2013	The Company had filed a Suit against Mr. Ch. Krishna Murthy and six Additional Directors illegally inducted on the Board of the Company by Mr. Ch. Krishna Murthy seeking a direction from the Hon''ble Court to restrain the Respondents from claiming to be the Directors of the Company and also illegally representing the Company. The matter is pending before the Hon''ble Court.
2.	OS 4715/2015	The Company has filed the said Suit against Teja Charities, Tirupati in which Mr. Ch. Krishna Murthy is interested, before the Hon''ble Chief Judge, City Civil Court, Hyderabad seeking decree for a sum of '' 1.00 crore being the loan given by the Company to Teja Charities along with interest. The Hon''ble Court was pleased to issue decree in favour of the Company and the execution of the Decree is being pursued.
3.	WP/23442/2015	The Company filed the said WP against IFCI and Sri Venkateshwara Sugar Industries Private Limited before the Hon''ble High Court of Judicature at Hyderabad, seeking direction to IFCI to release the original Title documents of the Company in terms of IFCI''s letter of settlement of dues cleared by Sri Venkateshwara Sugar Industries Private Limited, as the Assignee of the said debt. The case is presently pending before the Hon''ble Court
4.	AA No. 86/2013	Arbitration: The Sole Arbitrator appointed by the Hon''ble High Court of Andhra Pradesh has passed final award in the Arbitration Matter in AA No. 86 of 2013 in which the Company was impleaded as a Party pursuant to the Order of the Hon''ble Supreme Court. The Award was passed directing the Company to pay a sum of '' 7.90 crores to Mr. Ch. Krishna Murthy, alleged to have been paid by him to the Company, along with interest @ 24% P.A. from 14.09.2011 till the date of the Award and thereafter, @ 18% P.A. from 30.07.2022 till the date of payment of the said sum (Principal Interest) of the Award. However, the Company has initiated the process of Appeal against the Impugned Award under Section 34 of the Arbitration & Conciliation Act, 2013 before the City Civil Court, Hyderabad and the Hon''ble Court was pleased to stay the enforcement of the said Award till the disposal of the Main Suit No. OS 821/2014 pending adjudication before the same Court.

Material changes and commitments affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company during the year.
Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31, 2025, the Company has not received any Complaints pertaining to Sexual
Harassment.

Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value
system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of
certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need
and new compliance requirement.

i. Whistleblower Policy (Policy on vigil mechanism)

The Company has adopted the whistleblower mechanism for directors and employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. There has
been no change to the Whistleblower Policy adopted by the Company during fiscal 2022-23.

ii. Policy for Determining Materiality for Disclosures

This policy applies to disclosures of material events affecting PSCL. This policy is in addition to the Company''s
corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-
sensitive information.

iii. Policy on Document Retention

The policy deals with the retention and preservation of corporate records of the Company.

Human Resources

The company believes that the quality of its employees is the key to its success in the long run and is committed to
provide necessary human resource development and training opportunity to equip them with skills, which would
enable them to adapt contemporary technological advances.

Acknowledgement

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions,
Insurance Companies, Central and State Government Departments and the shareholders for their support and co¬
operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere
and dedicated services of the employees and workmen at all levels.

By Order of the Board of Directors
for Prudential Sugar Corporation Limited

Place: Hyderabad
Date: 04.09.2025

Mahip Jain Vinod Kumar Baid

Director Director

DIN: 07130462 DIN: 00010142

---

Mar 31, 2024

Your Directors have pleasure in presenting the 33^rd Annual Report and the Audited Financial Statements for the Financial Year ended March 31, 2024.

Financial Results

The performance for the Financial Year ended March 31, 2024 is as under:

(Rs.in Thousands)

PARTICULARS	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Total Income	1,089,638.68	848,616.98	1,129,330.01	883,519.66
Profit/(Loss) before Interest & Depreciation	55,288.40	43,465.05	92,403.78	71,317.29
Less: Interest	7,935.22	5,670.47	7,935.22	5,670.47
Profit/(Loss) after Interest & before Depreciation	47,353.18	37,794.58	84,468.56	65,646.82
Less: Depreciation	94.82	106.45	94.82	106.45
Profit/(Loss) before Tax	47,258.36	37,688.13	84,373.74	65,540.37
- Taxation for earlier years	0.00	0.00	0.00	0.00
- Current Tax	11,478.11	10,484.84	21,803.61	18,233.34
- Deferred Tax Assets	0.00	0.00	0.00	0.00
Net Profit after Tax and dividend	35,780.25	27,203.29	62,570.13	47,307.03
Add: Balance brought from previous year	398,485.79	371,282.50	462,681.93	415,374.90
Surplus/(loss0 carried to Balance Sheet	434,266.05	398,485.79	525,252.09	462.681.93

State of the Affairs of the Company

After the transfer of business and assets of the Company to Natems Sugars Private Limited in May, 2017 pursuant to the approval of the shareholders of the Company through postal ballot held during October/November 2014, the Board of Directors of the Company has proposed to embark upon a Bio-organic Jaggery manufacturing project with state-of-the-art technology in Telangana state. The project study is nearing completion by the experts in this field with regard to technology, process, viability, state incentives etc., and an appropriate decision will be taken based on the study report to be submitted by them.

Share Capital:

Authorized Share Capital

During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2024 was Rs. 75,00,00,000, comprising of 5,00,00,000 equity shares of Rs. 10 each and 50,00,000 No of 16% Cum Redeemable Preference shares of Rs. 50.

Paid-up Share Capital

During the Financial Year 2023-24, there was no change in paid up share capital of the Company. Fully Paid up share capital of the company as on March 31, 2024 was Rs. 36,33,20,000, comprising of the following:

1. 1,54,06,400 equity shares of Rs. 10 each

2. 1,03,45,600 Equity shares of Rs. 10 each

(Converted from 2586400 Equi preference Shares of Rs. 40 each)

3. 20,000 16% Cum. Redeemable Pref. Shares of Rs. 40 each (Rs. 10 converted into Equity)

4. 65,000,00 Equity shares of Rs. 10 each Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has not issued any bonus shares during the year under review.

Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfers to Reserves

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

Listing of Equity Shares

During the year, your Company has received the Final approval for revocation of suspension and for listing and trading of the Company Shares w.e.f. 22.12.2023 at BSE and NSE.

Subsidiaries, Associates and Joint venture

During the financial year 2017-18, your company had acquired the Equity Shares in Prudential Ammana Sugars Limited, which has become 100 percent subsidiary of the Company.

Statement containing salient features of the financial statement of the above mentioned subsidiary has been given in Form AOC-1 in the Annexure-VII to this report.

Your Company does not have any Joint Ventures or Associate Companies.

Number of Meetings of the Board of Directors

The Board of Directors duly met 4 times during the financial year from April 1, 2023 to March 31, 2024, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard -1.

Independent Directors'' Meeting

The Independent Directors met on February 14, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Indian Accounting Standards (IND-AS)

Your Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to the Companies (Indian Accounting Standard) Rules, 2015 as notified by the Ministry of Corporate Affairs on February 16, 2015. Accordingly, your Company has prepared financial results on standalone basis as per Ind-AS, the formats for Unaudited/Audited quarterly financial results i.e. Statement of Profit and Loss and the Unaudited/Audited Half-Yearly Balance Sheet are to be submitted to the stock exchanges, shall be as per the formats for revised Balance Sheet and Statement of Profit and Loss as prescribed in Schedule III to the Companies Act, 2013.

Extract of Annual Return

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Company''s website at http://www.prudentialsugar. com/shareholders information.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Sec 134 (3)( C) of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms that:

a. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

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, 2024 and Statement of Profit and Loss of the Company for that period;

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

d. the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2024 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 were adequate and operating effectively.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis discusses the key issues concerning the business and carried on by the Company and the same is enclosed as Annexure - V to this Report.

Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) net worth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.

Audit Committee

The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

The Nomination and Remuneration Committee consists of the following Directors namely Mr. Y. Ravinder Reddy, Chairman, Ms. Sadhana Bhansali and Mr. Kishore Jhunjhunwala.

Brief description of terms of reference:

• Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

• carry on the evaluation of every director''s performance;

• formulation of the criteria for determining qualifications, positive attributes and independence of a director;

• recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

• formulation of criteria for evaluation of Independent Directors and the Board;

• devising a policy on Board diversity; and

• any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

In compliance to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has recommended to the Board a Nomination and Remuneration policy with respect to appointment / nomination and remuneration payable for the Directors, Key Managerial Personnel and senior level employees of the Company. The said policy has been adopted by the Board and the same was discussed in the Corporate Governance 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.

Particulars of Loans, Guarantees or Investments under Section 186

The Company has made Loans, Guarantees, and Investments during the Financial Year ended on March 31, 2024, in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

All transactions entered by the Company with Related Parties were in the Ordinary course of Business and are at Arm''s Length pricing basis. The Audit Committee granted approvals for the transactions and the same were reviewed by the Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during the financial year 2023-24 which were in conflict with the interest of the Company. The details of contracts and arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 are given as Annexure - I to the Board''s Report in form # AOC-2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.

During the year under review there are no contracts / arrangements / transactions entered by the Company during the financial year with related parties and do not attract the provisions of Section 188 of the Companies Act, 2013.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - II to this Report.

Mechanism for Evaluation of Board

Pursuant to section Sec 134 (3)(q) read with Rule 8 (5) (viii) of Companies (Accounts) Rules evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee

and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

A. Criteria for evaluation of Board of Directors as a whole

i) The frequency of meetings;

ii) The length of meetings;

iii) The administration of meeting;

iv) The number of committees and their roles;

v) The flow of information to board members and between board members;

vi) The quality and quantity of information; and

vii) The Disclosure of Information to the stakeholders.

B. Criteria for evaluation of the Individual Directors

i) Ability to contribute and monitor corporate governance practices;

ii) Ability to contribute by introducing best practices to address top management issues;

iii) Participation in long term strategic planning;

iv) Commitment to the fulfillment of director obligations and fiduciary responsibilities;

v) Guiding strategy;

vi) Monitoring management performance and development;

vii) Statutory compliance & Corporate governance;

viii) Attendance and contribution at Board /Committee meetings;

ix) Time spent by each of the member; and

x) Core competencies.

Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the Year

In terms of Section 152 of the Companies Act, 2013, Mr. Kurra Subba Rao, Executive Director would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Kurra Subba Rao has offered himself for re-appointment.

Based on the confirmations received from the Directors, none of the Directors are disqualified fromappointment under Section 164 of the Companies Act, 2013.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013. Statutory Auditors

M/s. PPKG & Co., Chartered Accountants, (Firm Registration #009655S) were appointed as Statutory Auditors of your Company to hold office from the conclusion of the 31^st AGM until the conclusion of the 36^th AGM to be held in the year 2027. The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi.

Qualification by Statutory Auditors

There are no Qualification/Reservation or Adverse remarks contained in Independent Auditors Report under Paras: Basis for Qualified opinion:

i) Since all the shares of the Company were converted into equity Share the Company did not redeem the 16% Redeemable Cumulative Preference Shares and did not provide for arrears of dividend thereon.

ii) In view of very limited strength of employees, presently working with the Company, the requirements of AS-15 Employee Benefits in respect of gratuity could not be complied with. However, provision for gratuity as required under Payment of Gratuity Act has been provided for.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s.RBM & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Companyfor the financial year 2023-24.

Cost Auditors

The appointment of Cost Auditors for the year ended March 31, 2024, was not mandated since the Company has not been engaged in manufacturing operations.

Internal Auditors

The Board of Directors of the Company has opined that it was not required to assign the function of Internal Audit to an independent firm of Chartered Accountants to carry out Internal Auditing of books of accounts in pursuance of Section 138 of the Companies Act, 2013 read with rules made there under, in view of the fact that there were no commercial/ operational transactions during the year.

Internal financial control and its adequacy

The Board of your Company has laid down internal financial controls which comply with the provisions of the Companies Act, 2013 and Listing Regulation with Stock Exchange and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Corporate Governance

The Company is committed to good corporate governance in line with the SEBI (LODR) Regulations, 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. A certificate of compliance from M/s. R. Pugalia & Co., Chartered Accountants and the report on Corporate Governance form part of this Directors'' Report.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims at conducting the affairs of the company in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

Secretarial Auditor Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed M/s. RBM & Associates, Company Secretaries as Secretarial Auditors to conduct Secretarial audit of the company for the Financial Year Ended on March 31, 2024.

Secretarial Audit Report issued by RBM & Associates, Company Secretaries in form MR-3 is enclosed as Annexure - III to this Annual Report.

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - IV to this Annual Report.

There are no employees whose particulars need to be furnished pursuant to Rule 5(2) The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

1. The Company has set internal control systems to maintain accurate and complete accounting records, to safeguard its assets, to prevent and detect any frauds and errors.

2. The Company has appointed Internal Auditors to observe the Internal Controls, whether the workflow of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations; and

3. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Fixed Assets Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Change in the nature of business

Pursuant to the sale of the business and assets of the Company, the Board of Directors of the Company is exploring pportunities in diversified areas of business like, putting up a State-of-the-Art Bio- organic Jaggery manufacturing plant in the state of Telangana. Besides, the Company is also planning to venture in to import/export of raw-sugar and white sugar depending upon the opportunities and public policies of the Government from time to time.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

As disclosed in the Directors'' Report in the Balance Sheet for the previous Financial Year ended March 31, 2023, a few legal cases which were filed by Mr. Ch. Krishna Murthy against the Company and by the Company against him, though not significant and would in any manner impact the going concern status of the Company and the Company''s operations in future, are pending at various stages before the respective Courts/Tribunals.

The details of the cases filed:

S.No.	Case Number	Case Status
Against the Company
1	OS821/2014	The Suit filed by Mr. Ch. Krishna Murthy and Sri Venkateshwara Sugar Industries Private Limited against Mr. Vinod Baid and the Company before the II Additional Chief Judge, City Civil Court, Hyderabad along with Interim Application IA No. 2074 by 2014) seeking injunction on the Postal Ballot conducted by the Company for sale/transfer of the Company''s Sugar business and other consequntial acts relating to the postal ballot. While the IA 2074 was disposed off in favor of the Company, the Main Suit is presently pending disposal before the Hon''ble Court.
2.	OP 2956/2014	Mr. Ch. Krishna Murthy filed a petition u/s 9 of Arbitration Act before the XXV Additional Chief Judge, City Civil Court, Hyderabad, seeking direction from the Hon''ble Court to appoint a Receiver/Auditor to protect his alleged investment in the Company. The matter is pending before the Hon''ble Court.

S.No.	Case Number	Case Status
3.	CP 184/241	Mr. Ch. Krishna Murthy filed a Company Petition against the Company and the Directors of the Company before the National Company Law Tribunal, Hyderabad for multiple interim reliefs relating to the operations of the Company and the transfer of assets of the Company executed in favor of Natems Sugar Private Limited. Pursuant to the Hon''ble Supreme Court''s Order. The Company has filed its counter and the matter is pending adjudication before the Tribunal as on date.
By the Company
1.	OS 384/2013	The Company had filed a Suit against Mr. Ch. Krishna Murthy and six Additional Directors illegally inducted on the Board of the Company by Mr. Ch. Krishna Murthy seeking a direction from the Hon''ble Court to restrain the Respondents from claiming to be the Directors of the Company and also illegally representing the Company. The matter is pending before the Hon''ble Court.
2.	OS 4715/2015	The Company has filed the said Suit against Teja Charities, Tirupati in which Mr. Ch. Krishna Murthy is interested, before the Hon''ble Chief Judge, City Civil Court, Hyderabad seeking decree for a sum of Rs. 1.00 crore being the loan given by the Company to Teja Charities along with interest. The Hon''ble Court was pleased to issue decree in favour of the Company and the execution of the Decree is being pursued.
3.	WP/23442/2015	The Company filed the said WP against IFCI and Sri Venkateshwara Sugar Industries Private Limited before the Hon''ble High Court of Judicature at Hyderabad, seeking direction to IFCI to release the original Title documents of the Company in terms of IFCI''s letter of settlement of dues cleared by Sri Venkateshwara Sugar Industries Private Limited, as the Assignee of the said debt. The case is presently pending before the Hon''ble Court
4.	AA No. 86/2013	Arbitration: The Sole Arbitrator appointed by the Hon''ble High Court of Andhra Pradesh has passed final award in the Arbitration Matter in AA No. 86 of 2013 in which the Company was impleaded as a Party pursuant to the Order of the Hon''ble Supreme Court. The Award was passed directing the Company to pay a sum of Rs. 7.40 crores to Mr. Ch. Krishna Murthy, alleged to have been paid by him to the Company, along with interest @ 24% P.A. from 14.09.2011 till the date of the Award and thereafter, @ 18% P.A. from 30.07.2022 till the date of payment of the said sum (Principal Interest) of the Award. However, the Company has initiated the process of Appeal against the Impugned Award under Section 34 of the Arbitration & Conciliation Act, 2013 before the City Civil Court, Hyderabad and the Hon''ble Court was pleased to stay the enforcement of the said Award till the disposal of the Main Suit No. OS 821/2014 pending adjudication before the same Court.

Material changes and commitments affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company during the year.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31, 2024, the Company has not received any Complaints pertaining to Sexual Harassment.

Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

I. Whistle blower Policy (Policy on vigil mechanism)

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. There has been no change to the Whistle blower Policy adopted by the Company during fiscal 2022-23.

II. Policy for Determining Materiality for Disclosures

This policy applies to disclosures of material events affecting PSCL. This policy is in addition to the Company''s corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.

III. Policy on Document Retention

The policy deals with the retention and preservation of corporate records of the Company.

Human Resources

The company believes that the quality of its employees is the key to its success in the long run and is committed to provide necessary human resource development and training opportunity to equip them with skills, which would enable them to adapt contemporary technological advances.

Acknowledgement

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and cooperation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.

By Order of the Board of Directors for Prudential Sugar Corporation Limited

Place : Hyderabad Date : 06.09.2024

Y Ravinder Reddy Vinod Baid

Director Director

DIN: 00011040 DIN: 00010142

---

Mar 31, 2023

Your Directors have pleasure in presenting the 31st Annual Report and the Audited Financial Statements for the Financial Year ended March 31, 2023.

Financial Results

The performance for the Financial Year ended March 31, 2023 is as under:

('' in Thousands)

particulars	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Total Income	848,616.98	557,562.00	883,519.66	576,106.12
Profit/(Loss) before Interest & Depreciation	43,465.05	21,210.18	71,317.29	35,197.50
Less: Interest	5,670.47	0.00	5,670.47	0.00
Profit/(Loss) after Interest & before Depreciation	37,794.58	21,210.18	65,646.82	35,197.50
Less: Depreciation	106.45	116.50	106.45	116.50
Profit/(Loss) before Tax	37,688.13	21,093.68	65,540.37	35,081.00
- Taxation for earlier years	0.00	0.00	0.00	0.00
- Current Tax	10,484.84	5,868.26	18,233.34	9,759.54
- Deferred Tax Assets	0.00	0.00	0.00	0.00
Net Profit after Tax and dividend	27,203.29	15,225.42	47,307.03	25,321.49
Add: Balance brought from previous year	371,282.50	356,057.08	415,374.90	390,053.44
Surplus/(loss carried to Balance Sheet	398,485.79	371,282.50	462,681.93	415,374.90

State of the Affairs of the Company

After the transfer of business and assets of the Company to Natems Sugars Private Limited in May, 2017 pursuant to the approval of the shareholders of the Company through postal ballot held during October/November 2014, the Board of Directors of the Company has proposed to embark upon a Bio-organic Jaggery manufacturing project with state-of-the-art technology in Telangana state. The project study is in progress in consultation with experts in this field with regard to technology, process, viability, state incentives etc., and an appropriate decision will be taken based on the study report.

Share Capital:

Authorized Share Capital

During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2023 was Rs.75,00,00,000, comprising of 5,00,00,000 equity shares of Rs.10 each and 50,00,000 No of 16% Cum Redeemable Preference shares of Rs.50.

Paid-up Share Capital

During the Financial Year 2022-23, there was a change in paid up share capital of the Company. Fully Paid up share capital of the company as on March 31, 2023 was Rs.36,33,20,000, comprising of the following:

• 1,54,06,400 equity shares of Rs.10 each

• 1,03,45,600 Equity shares of Rs.10 each

• (Converted from 2586400 Equi preference Shares of Rs.40 each)

• 20,000 16% Cum. Redeemable Pref. Shares of Rs.40 each

• (Rs.10 converted into Equity)

• 65,000,00 Equity shares of Rs.10 each Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has not issued any bonus shares during the year under review.

Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfers to Reserves

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

Listing of Equity Shares

The Company''s Equity shares are listed at the following Recognized Stock Exchanges:

BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001; However the listing of the Company''s shares on the Exchange is under suspension as on 31.03.2020.

The Company has just received from BSE In-principle approval for revocation of suspension in trading of the Company''s Equity Shares.

NSE Ltd, Exchange Plaza, G Block, Bandra Kurla Complex, Bandra, Mumbai - 400 051.

The company expects to receive similar approval from the NSE too as early as possible.

Subsidiaries, Associates and Joint venture

During the financial year 2017-18, your company had acquired the Equity Shares in Prudential Ammana Sugars Limited, which has become subsidiary of the Company.

Statement containing salient features of the financial statement of the above mentioned subsidiary has been given in Form AOC-1 in the Annexure-Vii to this report.

Your Company does not have any Joint Ventures or Associate Companies.

Number of Meetings of the Board of Directors

The Board of Directors duly met 7 times during the financial year from April 1, 2022 to March 31, 2023, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard-1.

Independent Directors'' Meeting

The Independent Directors met on February 14, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Indian Accounting Standards (IND-AS)

Your Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to the Companies (Indian Accounting Standard) Rules, 2015 as notified by the Ministry of Corporate Affairs on February 16, 2015. Accordingly, your Company has prepared financial results on standalone basis as per Ind-AS, the formats for Unaudited/Audited quarterly financial results i.e. Statement of Profit and Loss and the Unaudited/Audited Half-Yearly Balance Sheet are to be submitted to the stock exchanges, shall be as per the formats for revised Balance Sheet and Statement of Profit and Loss as prescribed in Schedule III to the Companies Act, 2013.

Extract of Annual Return

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Company''s website at http://www.prudentialsugar. com/shareholders information.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Sec 134 (3)( C) of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms that:

a. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

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, 2022 and Statement of Profit and Loss of the Company for that period;

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

d. the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2023 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 were adequate and operating effectively.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis discusses the key issues concerning the business and carried on by the Company and the same is enclosed as Annexure - V to this Report.

Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) net worth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.

Audit Committee

The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Mr. Y. Ravinder Reddy, Chairman, Ms. Sadhana Bhansali and Mr. Kishore Jhunjhunwala.

Brief description of terms of reference:

• Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

• carry on the evaluation of every director''s performance;

• formulation of the criteria for determining qualifications, positive attributes and independence of a director;

• recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

• formulation of criteria for evaluation of Independent Directors and the Board;

• devising a policy on Board diversity; and

• any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

In compliance to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has recommended to the Board a Nomination and Remuneration policy with respect to appointment / nomination and remuneration payable for the Directors, Key Managerial Personnel and senior level employees of the Company. The said policy has been adopted by the Board and the same was discussed in the Corporate Governance 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.

Particulars of Loans, Guarantees or Investments under Section 186

The company has not given any Loans, Guarantees, and made Investments during the Financial Year ended on March 31, 2023, in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

All transactions entered by the Company with Related Parties were in the Ordinary course of Business and are at Arm''s Length pricing basis. The Audit Committee granted approvals for the transactions and the same were reviewed by the Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during the financial year 2022-23 which were in

conflict with the interest of the Company. The details of contracts and arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 are given as Annexure - i to the Board''s Report in form # AOC-2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.

During the year under review there are no contracts / arrangements / transactions entered by the Company during the financial year with related parties and do not attract the provisions of Section 188 of the Companies Act, 2013.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - ii to this Report.

Mechanism for Evaluation of Board

Pursuant to section Sec 134 (3)(q) read with Rule 8 (5) (viii) of Companies (Accounts) Rules evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

A. Criteria for evaluation of Board of Directors as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their roles;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of Information to the stakeholders.

B. Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfillment of director obligations and fiduciary responsibilities;

v. Guiding strategy;

vi. Monitoring management performance and development;

vii. Statutory compliance & Corporate governance;

viii. Attendance and contribution at Board /Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the Year

In terms of Section 152 of the Companies Act, 2013, Mr. Mahip Jain, Non-Executive Director would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Mahip Jain has offered himself for re-appointment.

Based on the confirmations received from the Director, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013. Statutory Auditors

M/s. PPKG & Co., Chartered Accountants, (Firm Registration #009655S) were appointed as Statutory Auditors of your Company to hold office from the conclusion of the 31st AGM until the conclusion of the 36th AGM to be held in the year 2027. The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi.

Qualification by Statutory Auditors

There are no Qualification/Reservation or Adverse remarks contained in Independent Auditors Report under Paras: Basis for Qualified opinion:

i. Since all the shares of the Company were converted into equity Share the Company did not redeem the 16% Redeemable Cumulative Preference Shares and did not provide for arrears of dividend thereon.

ii. In view of very limited strength of employees, presently working with the Company, the requirements of AS-15 Employee Benefits in respect of gratuity could not be complied with. However, provision for gratuity as required under Payment of Gratuity Act has been provided for.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. RBM & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2022-23.

Cost Auditors

The appointment of Cost Auditors for the year ended March 31, 2023, was not mandated since the Company has not been engaged in manufacturing operations.

Internal Auditors

The Board of Directors of the Company has opined that it was not required to assign the function of Internal Audit to an independent firm of Chartered Accountants to carry out Internal Auditing of books of accounts in pursuance of Section 138 of the Companies Act, 2013 read with rules made there under, in view of the fact that there were no commercial/ operational transactions during the year.

Internal financial control and its adequacy

The Board of your Company has laid down internal financial controls which comply with the provisions of the Companies Act, 2013 and Listing Regulation with Stock Exchange and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Corporate Governance

The Company is committed to good corporate governance in line with the SEBI (LODR) Regulations, 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. A certificate of compliance from M/s. PPKG & Co., Chartered Accountants and the report on Corporate Governance form part of this Directors'' Report.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims at conducting the affairs of the company in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

Secretarial Auditor Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed M/s. RBM & Associates, Company Secretaries as Secretarial Auditors to conduct Secretarial audit of the company for the Financial year ended on March 31, 2023.

Secretarial Audit Report issued by RBM & Associates, Company Secretaries in form MR-3 is enclosed as Annexure - iii to this Annual Report.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - iV to this Annual Report.

There are no employees whose particulars need to be furnished pursuant to Rule 5(2) The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

1. The Company has set internal control systems to maintain accurate and complete accounting records, to safeguard its assets, to prevent and detect any frauds and errors.

2. The Company has appointed Internal Auditors to observe the Internal Controls, whether the workflow of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations; and

3. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Fixed Assets Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Change in the nature of business

Pursuant to the sale of the business and assets of the Company, the Board of Directors of the Company is exploring opportunities in diversified areas of business like, putting up a modern Bio- organic Jaggery manufacturing plant in the state of Telangana. Besides, the Company is also planning to venture in to import/export of raw-sugar and white sugar depending upon the opportunities and public policies of the Government from time to time.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

As disclosed in the Directors'' Report in the Balance Sheet for the previous Financial Year ended March 31, 2022, a few legal cases which were filed by Mr. Ch. Krishna Murthy against the Company and by the Company against him, though not significant and would in any manner impact the going concern status of the Company and the Company''s operations in future, are pending at various stages before the respective Courts/Tribunals.

The details of the cases filed:

#	Case Number Case Status
	Against the Company
1	OS821/2014	The Suit filed by Mr. Ch. Krishna Murthy and Sri Venkateshwara Sugar Industries Private Limited against Mr. Vinod Baid and the Company before the II Additional Chief Judge, City Civil Court, Hyderabad along with Interim Application IA No. 2074 by 2014) seeking injunction on the Postal Ballot conducted by the Company for sale/transfer of the Company''s Sugar business and other consequntial acts relating to the postal ballot. While the IA 2074 was disposed off in favor of the Company, the Main Suit is presently pending disposal before the Hon''ble Court.
2.	OP 2956/2014	Mr. Ch. Krishna Murthy filed a petition u/s 9 of Arbitration Act before the XXV Additional Chief Judge, City Civil Court, Hyderabad, seeking direction from the Hon''ble Court to appoint a Receiver/Auditor to protect his alleged investment in the Company. The matter is pending before the Hon''ble Court.
3.	CP 184/241	Mr. Ch. Krishna Murthy filed a Company Petition against the Company and the Directors of the Company before the National Company Law Tribunal, Hyderabad for multiple interim reliefs relating to the operations of the Company and the transfer of assets of the Company executed in favor of Natems Sugar Private Limited. Pursuant to the Hon''ble Supreme Court''s Order the Company has filed its counter and the matter is pending adjudication before the Tribunal as on date.
	By the Company
1.	OS 384/2013	The Company had filed a Suit against Mr. Ch. Krishna Murthy and six Additional Directors illegally inducted on the Board of the Company by Mr. Ch. Krishna Murthy seeking a direction from the Hon''ble Court to restrain the Respondents from claiming to be the Directors of the Company and also illegally representing the Company. The matter is pending before the Hon''ble Court.
2.	OS 4715/2015	The Company has filed the said Suit against Teja Charities, Tirupati in which Mr. Ch. Krishna Murthy is interested, before the Hon''ble Chief Judge, City Civil Court, Hyderabad seeking decree for a sum of Rs.1.00 crore being the loan given by the Company to Teja Charities along with interest. The Hon''ble Court was pleased to issue decree in favour of the Company and the excution of the Decree is being pursued.
3.	WP/23442/2015	The Company filed the said WP against IFCI and Sri Venkateshwara Sugar Industries Private Limited before the Hon''ble High Court of Judicature at Hyderabad, seeking direction to IFCI to release the original Title documents of the Company in terms of IFCI''s letter of settlement of dues cleared by Sri Venkateshwara Sugar Industries Private Limited, as the Assignee of the said debt. The case is presently pending before the Hon''ble Court
4.	AA No. 86/2013	Arbitration: The Sole Arbitrator appointed by the Hon''ble High Court of Andhra Pradesh has passed final award in the Arbitration Matter in AA No. 86 of 2013 in which the Company was impleaded as a Party pursuant to the Order of the Hon''ble Supreme Court. The Award was passed directing the Company to pay a sum of Rs.7.90 crores to Mr. Ch. Krishna Murthy, alleged to have been paid by him to the Company, along with interest @ 24% P.A. from 14.09.2011 till the date of the Award and thereafter, @ 18% P.A. from 30.07.2022 till the date of payment of the said sum (Principal Interest) of the Award. However, the Company has initiated the process of Appeal against the Impugned Award under Section 34 of the Arbitration & Conciliation Act, 2013 before the City Civil Court, Hyderabad and the Hon''ble Court was pleased to stay the enforcement of the said Award till the disposal of the Main Suit No. OS 821/2014 pending adjudication before the same Court.

Material changes and commitments affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company during the year. Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31, 2023, the Company has not received any Complaints pertaining to Sexual Harassment.

Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

i. Whistleblower Policy (Policy on vigil mechanism)

The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during fiscal 2022-23.

ii. Policy for Determining Materiality for Disclosures

This policy applies to disclosures of material events affecting PSCL. This policy is in addition to the Company''s corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.

iii. Policy on Document Retention

The policy deals with the retention and preservation of corporate records of the Company.

Human Resources

The company believes that the quality of its employees is the key to its success in the long run and is committed to provide necessary human resource development and training opportunity to equip them with skills, which would enable them to adapt contemporary technological advances.

Acknowledgement

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and cooperation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.

By Order of the Board of Directors for Prudential Sugar Corporation Limited

Place: Hyderabad Date: 06.09.2023

Kurra Subba Rao Y Ravinder Reddy

Whole-time Director Director

DIN: 02552019 DIN: 00011040

---

Mar 31, 2014

Dear Members,

1. The Directors have pleasure in submitting their Twenty Third Annual Report with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2014.

2. Financial Performance

(Rs. in Lakhs)

for the Year ended for the Year ended 31.03.2014 31.03.2013

Total Income 8195.26 11244.73

Profit/(Loss) before Interest and Depreciation 689.51 798.59

Less: Interest 243.07 263.38

Profit/(Loss) after Interest but before Depreciation & Tax 446.44 535.21

Less: Depreciation 285.50 283.79

Profit/(Loss) before tax 160.94 251.42

Provision for Tax:

* Taxation for earlier year - -

* Current - -

* Deferred Tax Asset 54.94 83.07

Profit/(Loss) after Tax and Dividend 106.00 168.36

Add: Balance brought from previous year (115.19) (283.55)

Surplus/(Loss) carried to Balance Sheet (9.19) (115.19)

3. Review of Operations

During the crushing season 2013-2014 Company has crushed 298953 Mts of cane as against 327718 MTs of cane crushed during crushing season 2012-13.The average recovery during the year under review was 9.10% as against 8.91% during last crushing season.

4. Dividend

In view of the adverse working results caused by factors explained in this report, your Directors regret their inability to recommend payment of any Dividend for the year.

5. Sugar Industry Overview

Opportunities:

The long term outlook for sugar remains positive and promising on account of:

* Mandatory blending of Ethanol with petrol will boost the revenue of sugar mills and profitability.

* Growing energy consumption in India allowing the sugar industry to play a vital role.

* Environmental friendly power generated by Cogeneration Units equipped with high-pressure boilers and turbines that intelligently use the fuel to get optimum energy output.

* Expected flow of funds from Trading of Renewable Energy Certificate (REC).

* More emphasize on Bio-composting process and consequent efforts to convert organic and inorganic matter into bio-manure to ensure zero discharge from the distillery combining with press mud.

* Growing demand for bio manure, which works as the perfect soil conditioner. Bio manure made from distillery and organic matter does not allow leaching of chemicals and hence can offer a solution to the problem of depletion of soil productivity;

Threats:

Sugar industry is at present confronted by the following threats:

* Dearth in availability of farm labour for harvesting, transportation, loading and unloading of sugar cane and sugar.

* The spurt in cane procurement prices is expected to remain volatile for a couple of years.

* Cyclical nature of industry and local climatic conditions over the crop affecting both the quantity and quality of cane available.

* Sugar weight-age in WPI.

* Short crushing season.

* Shrinkage of sugarcane area under cultivation due to growing urbanization.

Future Outlook:

The future outlook of sugar would depend on the following:

* Development of high breed varieties of sugarcane suitable for Indian climatic conditions and to achieve vertical growth in sugarcane productivity.

* Development of suitable sugarcane harvesting machine for Indian soil conditions and operable in fragmented land holdings.

* Swift adaptation of new cultivation method for mechanized harvesting.

* Agro-climatic conditions in major sugar-producing states.

* Permitting Green Energy produces to market directly to third parties.

6. Internal Control, System and their Adequacy

The Company has established framework of internal controls for ensuring optimum use of resources and safeguarding of assets. Clear Policies have been laid down for approval and control of expenditure. Investment decision and capital expenditure are subject to formal detailed appraisal and review. Capital and revenue expenditure is monitored and controlled with reference to approved budgets.

7. Public Deposits

Deposits collected from Shareholders and Public as on 31.03.2014 is Nil. No Deposits are due and outstanding for payment as on 31.03.2014.

8. Directors

Mr Vinod Kumar Baid & Shri K. Subba Rao are retiring by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

9. Directors'' Clarification on Auditors'' Report

Since the company is having accumulated losses, the management has decided not to make provision of Retirement Benefits as per AS-15 and Provision for Liabilities as per AS-29 in the books of accounts.

10. Environmental friendliness & pollution free techniques

The consultants and the management of your Company are putting continuous efforts on the protection of environment and industrial safety at the factory zone and adequate anti-pollution measures, viz. installation of effluent treatment plant, etc. have been taken for the protection of environment of the factory as per the norms prescribed by the Government. The Company has valid Pollution Control Clearances in respect of both Air and Water.

11. Personnel

Your Company continued to maintain cordial and harmonious relations between the employees during the year under review. The Directors hereby place on record their appreciation of efficient and loyal services rendered by the employees at all levels.

There are no employees in the Company whose particulars are required to be given pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

12. Conservation of energy, technology absorption and foreign exchange earning/outgo

A Statement containing necessary information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked ''A'' forming part of this Report.

13. Directors'' Responsibility Statement

Your Directors confirm that:

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. 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 a true and fair view of the state of the affairs of the Company at the end of the Accounting year ended 31st March, 2014 and of the Profit of the Company for that year;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis.

14. Corporate Governance

As prescribed under the Listing Agreement with the Stock Exchanges a separate report along with Auditors'' Certificate on its compliance by your Company, are included as part of the Annual Report.

15. Auditors

M/s. Laxminiwas & Jain, Chartered Accountants, Hyderabad, the Auditors of your Company retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

16. Acknowledgement

Your Directors place on record their gratitude to the Company''s Bankers, Sugar Dealers, Cane Growers, Shareholders, Business Associates and Government Bodies for the patronage, encouragement and support extended to company.

Your Directors also wish to place on record their acknowledgement of the committed efforts of the Executive Staff and workers at all levels in attaining the results for the year.

For and on behalf of the Board

Place : Hyderabad Vinod Baid Date : 14.08.2014 Chairman

---

Mar 31, 2013

To, The Members,

1. The Directors have pleasure in submitting their Twenty Second Annual Report with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2013.

2. Financial Performance (Rs. in Lakhs)

for the Year ended for the Year ended 31.03.2013 31.03.2012

Total Income 11244.73 8527.98

Profit/(Loss) before Interest and Depreciation 798.59 846.22

Less: Interest 263.38 276.70

Profit/(Loss) after Interest but before Depreciation & Tax 535.21 569.52

Less: Depreciation 283.79 280.06

Profit/(Loss) before tax 251.42 289.46

Provision for Tax:

- Taxation for earlier year - -

- Current - -

- Deferred Tax Asset 83.07 52.91

Profit/(Loss) after Tax and Dividend 168.36 236.55

Add: Balance brought from previous year (283.55) (520.10)

Surplus/(Loss) carried to Balance Sheet (115.19) (283.55)

3. Review of Operations

During the crushing season 2012-2013 Company has crushed 327718 Mts of cane as against 386689 MTs of cane crushed during crushing season 2011 -12The average recovery during the year under review was 8.91% as against 8.93% during last crushing season.

4. Dividend

In view of the adverse working results caused by factors explained in this report, your Directors regret their inability to recommend payment of any Dividend for the year.

5. Sugar Industry Overview

World Sugar production is poised to outpace consumption in 2012-2013 for the third year in row, touching an all time high of 182 million tonnes. India yet again fumbled and floundered during 2011 - 2012 to capitalize on buoyant world sugar prices. By restricting and rationing export quotas, we were lackadaisical to let go a golden opportunity to pare inventories through aggressive exports at lucrative world prices. As a result, we are now overburdened with huge sugar stocks hitting a 5 year high mark with little scope for its liquidation at the current juncture where export price parity is palpably negative. As feared, domestic sugar prices have crumbled and continually crashed during 2012-2013 sugar season. After peaking to Rs.3800 per Qtl in August 2012, Ex-factory prices in Andhra Pradesh currently rule below Rs.3000 per Qtl, too sharp a slide in too short a period. In addition to that Govt. of Andhra Pradesh has levied VAT of 5% on Sugar Sales within the state. Hence, Ex-factory prices in the state has come down due to buyers getting the stocks from nearby states. Sugar Decontrol

The Central Government has finally taken the crucial decision to liberate the sugar sector from the clutches of excruciating controls. Pursuant to the recommendation of Dr. C. Rangrajan Committee made in October 2012, CCEA on 4th April 2013 decided to do away with levy obligation for with sugar produced from October 2012. While Government would continue with PDS sugar for BPL families, the subsidy burden would henceforth shift from Industry to Government. Further, Sugar

Release Mechanism has been dismantled to confer greater freedom on industry for managing its cash flows.

Indian Industry Outlook 2013-14

World sugar balance would record a surplus on the fourth year in succession in 2013-14, a feat not witnessed for over two decades. The only redeeming feature is the strong ethanol price parity that would prompt Brazil divert a larger share of cane from sugar to ethanol production to correspondingly slice the size of surging sugar surplus. With export availability outweighing demand, world prices would remain bearish, virtually shutting the export window for the high cost Indian sugar.

Indian Meteorological Department has predicted a normal monsoon for 2013 for the country as a whole but a sub-par rainfall in the southern parts that include Andhra Pradesh. With likely steep fall in cane area in Maharashtra, Indian sugar production would decline by about 10% during 2013-14 sugar season. This is still adequate to meet local off-take, thereby limiting meaningful scope for inventory draw-down. Accordingly, local sugar prices should only remain range bound under continual supply side pressures.

Meanwhile, there was advance signaling by Centre in hiking Fair and Remunerative Price for sugarcane for 2013-14 by a hefty 24% (Rs.170 to 210 per quintal). State Governments are generally prone to give pro-rata or higher hikes and hence cane pricing risk looms large on the industry.

With persistent drought, sugar production in Andhra Pradesh is on the throes of steep decline and the industry may hardly operate at 50% of its potent capacity. Your Company has been the hardest hit on this front, with fresh cane planting having virtually come to naught and ratoon crops wilting under woeful water shortage.

There are thus clearly more negatives and little positives for the sugar industry in general and your Company in particular in the coming year. Your Company is poised to face the severest of challenge in recent times on cane availability, sugar recovery and margins. It has of course no choice but to play a patient waiting game till the resumption of monsoon.

6. Internal Control, System and their Adequacy

The Company has established framework of internal controls for ensuring optimum use of resources and safeguarding of assets. Clear Policies have been laid down for approval and control of expenditure. Investment decision and capital expenditure are subject to formal detailed appraisal and review. Capital and revenue expenditure is monitored and controlled with reference to approved budgets.

7. Public Deposits

Deposits collected from Shareholders and Public as on 31.03.2013 is Nil. No Deposits are due and outstanding for payment as on 31.03.2013.

8. Directors

Shri Kishore Jhunjunwala and Shri Y.Ravinder Reddy are retiring by rotation at the ensuing Annual General Meeting and are eligible for reappointment. Shri Ch. Krishnamoorthy ceased as a Managing Director with effect from 16.05.2013. Shri K. Subba Rao was appointed as an Additional Director at the Board Meeting held on 16.05.2013. In the Board Meeting held on September 2,2013, Shri K.Subba Rao was appointed as a Executive Director. Resolution seeking your approval for the appointment of Shri K. Subba Rao has been incorporated in the notice of the ensuing AGM of the Company.

9. Directors'' Clarification on Auditors'' Report

Point-wise explanations to the qualified opinion of the Auditors are as follows: Note No. 4 of the Auditors'' Report:

Since the company is having accumulated losses, the management has decided not to make provision of Retirement Benefits as per AS-15 and Provision for Liabilities as per AS-29 in the books of accounts.

10.Environmental friendliness & pollution free techniques

The consultants and the management of your Company are putting continuous efforts on the protection of environment and industrial safety at the factory zone and adequate anti-pollution measures, viz. installation of effluent treatment plant, etc. have been taken for the protection of environment of the factory as per the norms prescribed by the Government. The Company has valid Pollution Control Clearances in respect of both Air and Water.

11. Personnel

Your Company continued to maintain cordial and harmonious relations between the employees during the year under review. The Directors hereby place on record their appreciation of efficient and loyal services rendered by the employees at all levels.

There are no employees in the Company whose particulars are required to be given pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

12.Conservation of energy, technology absorption and foreign exchange earning/outgo

A Statement containing necessary information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked ''A'' forming part of this Report.

13. Directors'' Responsibility Statement

Your Directors confirm that:

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. 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 a true and fair view of the state of the affairs of the Company at the end of the Accounting year ended 31 st March, 2013 and of the Profit of the Company for that year;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis.

Incorporate Governance

As prescribed under the Listing Agreement with the Stock Exchanges a separate report along with

Auditors'' Certificate on its compliance by your Company, are included as part of the Annual Report.

15. Auditors

M/s. Laxminiwas & Jain, Chartered Accountants, Hyderabad, the Auditors of your Company retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

16.Acknowledgement

Your Directors place on record their gratitude to the Company''s Bankers, Sugar Dealers, Cane Growers, Shareholders, Business Associates and Government Bodies for the patronage, encouragement and support extended to company.

Your Directors also wish to place on record their acknowledgement of the committed efforts of the Executive Staff and workers at all levels in attaining the results for the year.

For and on behalf of the Board

Place : Hyderabad Vinod Baid

Date : 02/09/2013 Chairman

---

Mar 31, 2010

1.The Directors have pleasure in submitting their Nineteenth Annual Report with the Audited Balance Sheet and Profit & Loss Account for the year ended 31 st March, 2010.

2. Financial Performance (Rs. in Lakhs)



for the Year ended for the Year ended

31.03.2010 31.03.2009

Total Income 7530.24 5324.38

Profit/(Loss) before Interest and Depreciation 532.01 613.50

Less: Interest 238.07 304.42 Profit/(Loss) after Interest but before

Depreciation & Tax 293.94 309.08

Less: Depreciation 278.76 277.85

Profit/(Loss) before tax 15.18 31.23

Provision for Tax:

- Taxation for earlier year 3.12 -

- Current - 2.36



- Deferred Tax Asset 105.39 19.59

Dividend on Pref. Shares - 21.00

Dividend Distribution Tax - 3.57

Prof it/(Loss) after Tax and Dividend (93.33) (15.29)

Add: Balance brought from previous year (480.92) (465.62)

Surplus/(Loss) carried to Balance Sheet (574.25) (480.92)

3. Review of Operations

During the crushing season 2009-10 company have crushed 259220 Mts of cane as against 228935 MTs of cane crushing during crushing season 2008-09.The average recovery during the year under review was 8.40% as against 9.15% during last crushing season.

4. Dividend

In view of the adverse working results caused by factors explained in this report, your Directors regret their inability to recommend payment of any Dividend for the year.

5. Sugar Industry Overview

Sugar business has been intrinsically cyclical in India but the swings in recent times have turned rather too sharp and swift. Sugar production discemibly doubled between 2005 and 2007 that hurriedly halved just within the next two years. From this low base, it is now well poised to nearly double again in the near term.

No other major sugar producing country is witness to such galloping gyrations in year on year production. Price volatility is but a necessary outcome of such production volatility. This has rather made the diverse stakeholders by turn taciturn and dis - spirited towards taking a long term commitment for the orderly functioning and growth of this core industry.

The causes for such intermittent and intimidating upsurge and downswing in sugar production are too well known. It is axiomatic to recognize and pave way for price parity between sugar and sugarcane on the one hand as well as sugarcane and other competing cash crops on the other. A cohesive and comprehensive action plan is imperative and its need immediate to meaningfully moderate., if not totally eliminate the adversity of sugar cycles occurring in our country at frequent intervals with ferocious intensity.

Indian production figures have their domino effect both on the direction and degree of world sugar balance. It is thus no wonder that world sugar balance suffered a deficit during 2008-10 that is now heading towards surplus in 2010-11. As a corollary, Indian exports are invariably during glut at the bottom of global prices while imports are during deficits at the peak of prices. On both counts, the huge financial burden befalls on producers, consumers and the exchequer though in varying degree.

With two successive sugar years of low production, Indian sugar prices have been continuously on their climb up to reach robust levels. This in turn empowered and prompted the industry to offer high and remunerative cane price so as to lure the farmer back to cane crop. Sugar mills have voluntarily paid a whopping Rs.20,000/- crores over and above the Central Governments mandatory cane price in this process. As a result, there has been a swift and strident recovery in Indian sugar production to narrow down the deficit during 2009-10 and turn surplus during 2010-11. There is no arguing that this remarkable rebound could and in fact has come only on the strength of buoyant sugar prices and consequent benevolent cane prices.

Government measures

The year under review witnessed aggressive Government intervention in sugar business to rein in rising sugar prices fuelled by the galloping deficit in production and stock estimates. Some of these measures were well justified to augment domestic sugar availability and cool-off the overheated market. But several others proved too harsh and outlandish that created panic in the minds of Trade and Industry, quelling demand ad disrupting off-take.

Levy obligation was doubled from 10% to 20% to protect PDS supply while levy sugar prices now remain unrevised for over six years. Duty-free raw sugar import facility was extended till end of 2010 besides opening duty-free white sugar imports for all. Indeed, while imports are presently placed at a premium over domestically produced sugar with total exemption from levy obligation and full freedom from release mechanism. Further, bulk users of sugar were subjected to unrealistic inventory norms for holding domestic sugar that has forcibly moved them to imported sugar offering greater flexibility. Inventory and turnover norms were rigidly enforced on sugar traders followed by frequent raids. The reversal of market sentiments and concomitant price decline from the peak was taken in the normal stride by the industry. But persistence with these moves have plummeted prices to below breakeven levels that cries for instant policy correction.

The Government promulgated an Ordinance, later made as Law, to retrospectively amend the Essential Commodities Act 1955. By this, the Government has endeavoured to undo a favourable Supreme Court ruling and deny higher levy sugar price based on State Advised Price or actual price for cane. The new Law seeks to restrict and confine the levy sugar price by considering only Statutory Minimum Price for cane from 1974 to 2009. Sugar industry has challenged the retrospective amendment by filling a Writ Petition in Delhi High Court.

The concept of Statutory Minimum Price (SMP) has been changed to Fair and Remunerative Price (FRP) for sugarcane from 2009-10 season. Such FRP takes certain additional factors into consideration over SMP namely, reasonable margins for the growers of sugarcane on account of risk and profits. FRP was conceptually intended to be total compensation and hence the sole mandatory price for cane, restraining States from announcing higher SAP. However, the Centre bowing to political pressures had to make a quick retreat and remove the ban on SAP. Dual cane pricing would thus continue to daunt the industry with its deleterious impact.

Indian sugar production for 2009-10 was initially estimated around 140 lakh tones that now stands uprevised to 185 lakh tones. Further, the production outlook for the next year is also highly promising. Simultaneously, world sugar deficit is moving towards a surplus. All these have brought about a strident shift in market sentiment and consequent crash in sugar prices. Raw sugar prices after recording a 29 year high at 30.40 c/lb on 1 st February, 2010 now trades at less than 50% of that level. Concurrently, Indian sugar prices have also fallen from Rs.4200/- qtl. To below Rs.2800/- qtl. Accordingly, the industry has made fervent appeal to the Government to roll back the harsh measures initiated during times of high sugar prices that are no longer relevant. Sugar prices now need to recover from the bottom for the armer to be able to get a remunerative cane price.

Excessive Government controls on sugar though well meant to balance the interest of diverse stakeholders, have hardly helped to serve the intended objectives. Still worse, they have repeatedly failed to meaningfully respond to market dynamics and in really resulted to unleash its innate potential, help meet the growing demands of sugar in our fast developing economy and be a credible exporter.

6. Internal Control, System and their Adequacy

The Company has established framework of internal controls for ensuring optimum use of resources and safeguarding of assets. Clear Policies have been laid down for approval and control of expenditure. Investment decision and capital expenditure are subject to formal detailed appraisal and review. Capital and revenue expenditure is monitored and controlled with reference to approved budgets.

7. Public Deposits

Deposits collected from Shareholders and Public as on 31.03.2010 is Nil. No Deposits are due and outstanding for payment as on 31.03.2010.

8. Directors

Shri U.C.BHANDARI and Shri P.M.NAIR are retiring by rotation at the ensuing Annual General Meeting and are eligible for reappointment. Necessary resolution is placed before the shareholders for their approval.

9. Environmental friendliness & pollution free techniques

The consultants and the management of your Company are putting continuous efforts on the protection of environment and industrial safety at the factory zone and adequate anti-pollution measures, viz. installation of effluent treatment plant, etc. have been taken for the protection of environment of the factory as per the norms prescribed by the Government. The Company has valid Pollution Control Clearances in respect of both Air and Water.

10. Personnel

Your Company continued to maintain cordial and harmonious relations between the employees during the year under review. The Directors hereby place on record their appreciation of efficient and loyal services rendered by the employees at all levels.

There are no employees in the Company whose particulars are required to be given pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

11 .Conservation of energy, technology absorption and foreign exchange earning/outgo

A Statement containing necessary information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked A forming part of this Report.

12. Directors Responsibility Statement

Your Directors confirm that:

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. 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 a true and fair view of the state of the affairs of the Company at the end of the Accounting year ended 31st March, 2010 and of the Profit of the Company for that year;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis.

13. Corporate Governance

As prescribed under the Listing Agreement with the Stock Exchanges a separate report along with Auditors Certificate on its compliance by your Company, are included as part of the Annual Report.

14. Auditors

M/s. Laxminiwas & Jain, Chartered Accountants, Hyderabad, the Auditors of your Company retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. As regards Auditor observation in their report, the notes given in schedule O is self explanatory.

15. Acknowledgement

Your Directors place on record their gratitude to the Companys Bankers, Sugar Dealers, Growers, Shareholders, Business Associates and Government Bodies for the patronage, encouragement and support extended to company.

Your Directors also wish to place on record their acknowledgement of the committed efforts of the Executive Staff and workers at all levels in attaining the results for the year.



For and on behalf of the Board

Place : Nindra Vinod Baid

Date : 01/09/2010 Chairman