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Shree Renuka Sugars Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 5282.91 Cr. P/BV -2.28 Book Value (Rs.) -10.90
52 Week High/Low (Rs.) 39/23 FV/ML 1/1 P/E(X) 0.00
Bookclosure 30/09/2019 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

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

Standalone Financial Results

The highlights of the standalone financial results are as under:

Particulars

FY 2024-25

FY 2023-24

Total Income

104,240

108,981

Earnings before interest, taxes, depreciation and amortization and
foreign exchange loss

7,206

7,195

Foreign exchange loss (net)

385

334

Financial expenses

7,229

8,276

Depreciation

2,628

2,520

Profit/(Loss) before provision for tax

(3,036)

(3,935)

Provision for taxation:

- Income Tax relating to earlier years

-

21

- Deferred Tax

(478)

1,639

Net Profit/(Loss)

(2,558)

(5,595)

Total Comprehensive Income/(Loss)

(2,255)

(5,824)

Retained Earnings and Items of Other Comprehensive Income
(OCI) brought forward from the previous year

(36,882)

(31,236)

Changes in Retained Earnings

(1,816)

(4,841)

Changes in Items of OCI

(633)

(805)

Closing Retained Earnings and Items of OCI

(39,330)

(36,882)

Operating Highlights

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

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

Changes in the nature of business

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

Material events during the year under review

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

Dividend & Dividend Distribution Policy

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

Transfer to Reserves

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

Deposits

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

Management Discussion and Analysis Report

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

Subsidiary Companies and Consolidated
Financial Statements

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

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

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

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

Subsidiaries/Joint Ventures/Associates

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

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

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

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

The merger became effective from 6th
December 2024.

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

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

Material updates about Subsidiary Companies

Merger of subsidiary companies with the Company

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

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

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

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

Share Capital

Ai itlinricoW Chtare f'anital

Share Capital

as on
1st April 2024

as on
31st March 2025

i) Equity Share

H 8,000 Mn.

*H 8,251.10 Mn.

Capital

(8,000,000,000

(8,251,100,000

Equity Shares

Equity Shares of

of Re. 1 each)

Re. 1 each)

ii) Preference

H 17,150 Mn.

H 17,150 Mn.

Share Capital

(171,500,000

(171,500,000

Preference

Preference

Shares of

Shares of

H 100 each)

? 100 each)

Total Authorised
Share Capital

J 25,150 Mn.

J 25,401 Mn.

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

Issued, Subscribed and Paid-up Share Capital

Issued, Subscribed and Paid-up Share Capital as on
31st March 2025

Equity Share Capital

H 2,128.49 Mn.
(2,128,489,773 equity shares of
Re. 1 each fully paid- up)

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

Board of Directors and Key Managerial
Personnel

Appointment/Re-appointment of Directors

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

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

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

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

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

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

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

Independent Directors

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

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

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

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

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

Key Managerial Personnel (KMP)

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

• Mr. Atul Chaturvedi, Executive Chairman

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

• Mr. Ravi Gupta, Executive Director

• Mr. Sunil Ranka, Chief Financial Officer

• Mr. Deepak Manerikar, Company Secretary

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

Cessation of Directors

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

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

Nomination and Remuneration Policy

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

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

Performance Evaluation

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

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

Board Meetings & Committees of the Board
Board Meetings

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

Committees of the Board

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

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

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

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

Compliance with Secretarial Standards

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

Directors' Responsibility Statement

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

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

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

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

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

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

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

Auditors and Auditors' Report
Statutory Auditors

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

Secretarial Auditors

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

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

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

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

Explanation to the comments of Secretarial
Auditors

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

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

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

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

Cost Auditors

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

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

Reporting of frauds by auditors

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

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

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

Corporate Governance Report

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

Particulars of Employees

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

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

Contracts and Arrangements with Related
Parties

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

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

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

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

Particulars of Loans, Guarantees or
Investments

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

Corporate Social Responsibility

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

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

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

Investor Education and Protection Fund
(IEPF)

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

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

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

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

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

Annual Return

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

Risk Management & Internal Financial
Controls

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

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

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

Whistle Blower Policy and Vigil Mechanism

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

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

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

Prevention of Sexual Harassment at
Workplace

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

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

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

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

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

Human Resources (HR)

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

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

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

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

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

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

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

Business Responsibility and Sustainability
Report (“BRSR")

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

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

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

Other Disclosures/Reporting

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

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

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

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

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

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

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

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

Appreciation & Acknowledgements

The Board wishes to place on record its gratitude for

the assistance and co-operation received from the

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

For and on behalf of the Board

Sd/-

Atul Chaturvedi

Date: 7th August 2025 Executive Chairman

Place: Mumbai DIN: 00175355


 
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