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Shree Renuka Sugars Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 3980.28 Cr. P/BV -1.36 Book Value (Rs.) -13.76
52 Week High/Low (Rs.) 31/19 FV/ML 1/1 P/E(X) 0.00
Bookclosure 30/09/2019 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2026-03 

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 Thirtieth Annual Report and Audited
Financial Statements for the financial year ended 31st March 2026.

Standalone Financial Results

The highlights of the standalone financial results are as under:

Particulars

FY 2025-26

FY 2024-25

Total Income

86,756

104,240

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

3,582

7,206

Foreign exchange loss (net)

2,090

385

Financial expenses

6,554

7,229

Depreciation

2,740

2,628

Profit/(Loss) before provision for tax

(7,802)

(3,036)

Provision for taxation:

- Deferred Tax

(813)

(478)

Net Profit/(Loss)

(6,989)

(2,558)

Total Comprehensive Income/(Loss)

(8,549)

(2,255)

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

(39,330)

(36,882)

Changes in Retained Earnings

(6,169)

(1,816)

Changes in Items of OCI

(2,380)

(633)

Closing Retained Earnings and Items of OCI

(47,879)

(39,330)

Operating Highlights

The Company achieved total income of ? 86,756 Mn.
(PY: ? 104,240 Mn.) for the year ended 31st March 2026.
The EBITDA (excluding foreign exchange loss) for the
year under review stood at ? 3,582 Mn. (PY: ? 7,206
Mn.) while the Net Loss stood at ? 6,989 Mn. (PY Net
Loss: ? 2,558 Mn.). Analysis of operating performance
is covered under the Management Discussion and
Analysis ("MDA") Report which forms part of this
Annual Report. The management continues to focus on
liquidity, debt management, operational efficiencies
and value-accretive growth initiatives.

Material Changes and Commitments

The Company has entered into definitive agreements
with AWL Agri Business Ltd. ("AWL") on 28th May 2026 for
the supply, marketing and distribution of refined sugar
sold under the Company's "Madhur" brand. Under this
strategic collaboration, the Company will sell Madhur
Sugar manufactured by it to AWL, which will handle
its pan-India marketing, sales and distribution. The

arrangement is for a period of 5 years with effect from
1st July 2026 (the cut-off date).

The Company will retain ownership of the Madhur
Trademark and all related intellectual property
rights, while AWL will have limited rights to use the
brand for marketing, sales and distribution under
the agreement.

Madhur is the flagship consumer brand of the
Company with a strong presence in West and
South India and a growing presence in North and
East India. By partnering with AWL, the Company
sees a significant opportunity to further strengthen
the brand by expanding its reach across channels,
formats and geographies.

AWL has one of India's largest retail distribution
networks, with about 113 depots and access to over
0.95 million retail outlets, along with a strong presence
across e-commerce, modern retail, QSR and HORECA,
that can support Madhur's growth by improving
efficiencies, widening market access and enabling

the brand to expand and scale up more effectively.
This royalty-led asset-light model will also help the
Company to participate in the brand's long-term
growth while retaining the ownership of Madhur brand.

There have been no other material changes and
commitments affecting the financial position of the
Company, that have occurred between the end of the
financial year to which these financial statements relate
to and as 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.

Dividend & Dividend Distribution Policy

Since the Company has carried forward losses as on
31st March 2026, your Directors have not
recommended any dividend for the financial
year ended 31st March 2026. 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.

Consolidated Financial Statements and
Subsidiary Companies

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://renukasuqars.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 who is
interested in obtaining the same.

Subsidiaries/Joint Ventures/Associates

As on 31st March 2026, the Company has 4
subsidiaries (including 3 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, one subsidiary,
namely Shree Renuka East Africa Agriventures PLC,
was struck off with effect from 17th March 2026 and
ceased to be the subsidiary of the Company. No
other company became or ceased to be a subsidiary
of the Company.

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

Share Capital

Particulars

As on
31st March 2026
(In ? Mn.)

Authorised share capital

8,251,100,000 Equity shares of
? 1 each

8,251.10

171,500,000 Preference shares of
? 100 each

17,150.00

25,401.10

Issued, Subscribed and Paid-up
Share Capital

2,128,489,773 Equity Shares of ? 1
each fully paid- up

2,128.49

2,128.49

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 2026, 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. Kuok Khoon Hong (DIN: 00021957), Non-Executive
Director of the Company, is liable to retire by rotation
at the ensuing AGM and being eligible, offer himself
for re-appointment. The Board recommends his
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 17th March 2026:

a) Mr. Susheel Kumar Kamboj (DIN: 09531602) (herein
after referred to as 'Mr. Susheel Kumar') was
appointed as the Chief Executive Officer ("CEO")
of the Company w.e.f. 23rd March 2026. In the said
meeting, Mr. Susheel Kumar was also appointed as
an Additional Director and the Managing Director
and CEO of the Company w.e.f. 1st April 2026. In
accordance with Regulation 17(1C) of SEBI Listing
Regulations, the Shareholders of the Company
approved the appointment of Mr. Susheel Kumar
as a Director and as the Managing Director & CEO

w.e.f. 1st April 2026, vide their approval granted by
Postal Ballot on 6th May 2026.

b) Mr. Atul Chaturvedi (DIN: 00175355) resigned as
the Executive Chairman of the Company and was
re-designated as a Non-Executive Director on
the Board of the Company w.e.f. 1st April 2026.
The said change in designation was approved
by the Shareholders of the Company on 6th May
2026, vide their approval granted by Postal
Ballot. As per Regulation 17(1A) of the SEBI Listing
Regulations, the Shareholders also approved
continuation of directorship of Mr. Atul Chaturvedi
(DIN: 00175355), as a Non-Executive Director of
the Company after him attaining the age of 75
years as a Non-Executive Director.

c) Mr. Madhu Rao (DIN: 02683483), an Independent
Director of the Company was designated as
the Chairman of the Board of Directors of the
Company w.e.f. 1st April 2026.

Further in accordance with Section 161(2) and other
applicable provisions, if any, of the Act, the Companies
(Appointment and Qualification of Directors) Rules,
2014 and pursuant to the recommendation made
by the Nomination and Remuneration Committee
and approval by the Board of Directors on 03rd
March 2026 through circulation, Mr. Vishesh Kathuria
(DIN: 08477542) was appointed as an Alternate Director
(Non-Executive) to Mr. Charles Loo Cheau Leong
(DIN: 08737827), the Non-Executive Director of the
Company, w.e.f. 03rd March 2026.

Additionally, pursuant to Section 161(1) and other
applicable provisions, if any, of the Companies Act,
2013, read with the Companies (Appointment and
Qualification of Directors) Rules, 2014, based on the
recommendation of the Nomination and Remuneration
Committee and approval of the Board of Directors, the
following appointments were made:

a) Mr. Kwek Ju-Yang, Mark (DIN: 08477541) was
appointed as an Additional (Non-Executive
Non-Independent) Director on the Board of the
Company through circulation on 02nd July 2026,
with effect from the date of such approval;

b) Mr. Vipin Kumar Rathi (DIN: 11859795) was
appointed as an Additional (Whole-Time) Director
on the Board of the Company at the Board
meeting held on 5th August 2026, with effect from
the date of such approval.

The Board had recommended their appointment as
directors of the Company at its meeting held on 5th

August 2026 for approval of the Shareholders of the
Company at the ensuing AGM.

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

As of 31st March 2026, the Company maintained its
strength of 6 (six) Independent Directors on the Board
throughout the financial year.

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 they meet the criteria of independence as laid
down under Section 149(6) of the Act and Regulation
16(1)(b) of the 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 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 2026:

• Mr. Atul Chaturvedi, Executive Chairman

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

• Mr. Ravi Gupta, Executive Director

• Mr. Susheel Kumar Kamboj, Chief Executive Officer

• Mr. Sunil Ranka, Chief Financial Officer

• Mr. Deepak Manerikar, Company Secretary

During the year under review, Mr. Susheel Kumar Kamboj
(DIN: 09531602) was appointed as a Chief Executive
Officer of the Company w.e.f. 23rd March 2026. He was
further appointed as the Managing Director & CEO of
the Company w.e.f. 1st April 2026.

Cessation of Directors

During the year under review, none of the Directors
resigned from the Board of the Company. However,
Mr. Jean Luc Bohbot (DIN: 06857132) and Mr. Vijendra
Singh (DIN: 03537522) have resigned from the Board of
the Company w.e.f. 2nd July 2026 and closing working
hours of 31st August 2026 respectively. The Board
places on record its appreciation for the contributions
made by Mr. Bohbot and Mr. Singh during their tenure
as Directors 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
Management's 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.

The Nomination and Remuneration Policy of the
Company 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 17th March 2026 to discuss
matters as per the provisions of the Act and the SEBI
Listing Regulations.

Board Meetings & Committees of the Board
Board Meetings

5 (Five) Board Meetings were held during the year
under the review. 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 about 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 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
2026 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 AGM held on 16th September
2022, for a second term of five consecutive years
to hold office from the conclusion of the 26th AGM
till the conclusion of 31st AGM. The Report given by
M/s. S R B C & CO LLP, on the financial statements
of the Company for the financial year 2025-26 forms
part of this Annual Report. There are no qualifications,
reservations, adverse remarks or disclaimers given by
the Auditors in their Report except for the observation
relating to (i) the audit trail (edit log) functionality
in certain accounting software, and (ii) the post-
facto ratification of a limited number of related party
transactions, as disclosed in Note 51 of the financial
statements and clause number xiii of the CARO
Report respectively.

Explanation to the observation of the Statutory
Auditors-

The Board has noted the Statutory Auditors'
observations in their report relating to (i) the audit
trail functionality in certain accounting software
applications and (ii) the post-facto ratification of a
limited number of related party transactions. The
Board confirms that appropriate corrective and
preventive measures have been implemented to
address these observations. The Board further notes
that the Statutory Auditors have not reported any
instance of tampering with the audit trail feature and
that the related party transactions were undertaken
in the ordinary course of business and at arm's length
basis. The management has completed remediation
plans with periodic monitoring. The Company
remains committed to strengthening its governance,
compliance and internal control framework on a
continuous basis.

Secretarial Auditors

The Secretarial Audit Report issued by M/s. GDR &
Partners LLP, Company Secretaries (Firm Registration
No: L2024KR016500) for the financial year 2025-26
confirms that the Company has complied with the
applicable provisions of the Act, Rules, Regulations and
Guidelines and it does not contain any qualifications,
reservations or adverse remarks or disclaimers except
for certain 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, Company
Secretaries 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 Secretarial Auditors' comments in
their report dated 29th July 2026 on delay in filing
intimations of notices/penalties received by the

Company for a few instances 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
put in place a robust mechanism to ensure compliance.

Your Directors have taken a serious cognizance of the
delayed compliance reported by the Secretarial Auditors
in their report. The Company is taking all possible measures
to further strengthen the compliance mechanism to avoid
any such non-compliances in the future.

Your Directors assure you that the delays were purely
unintentional and without any mala-fide intention.
Necessary measures are being implemented to
prevent recurrence.

Cost Auditors

The Board, based on the recommendation of the
Audit Committee, has appointed M/s. B. M. Sharma
& Co, Cost Accountants, as the Cost Auditor to
audit the cost records of the Company for the
FY 2026-27. 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 Accountants, for the
financial year 2026-27, 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 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 appended 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 forms a part of Annexure IV
appended to 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
shareholders interested in obtaining a copy of the same
may write to the Company Secretary at
groupcs@
renukasugars.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, for the financial year
2025-26, any related party transaction exceeding
? 1,000 crore or 10% of the annual consolidated
turnover, as per the last audited financial statement,
whichever is lower, were considered as material and
required 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
2025-26 are provided in Form AOC-2 appended 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.

The Policy on Related Party Transactions of the
Company can be accessed on the website of the
Company at
https://renukasuqars.com/pdf/corporate-
qovernance/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 had an average net loss for the three
immediately preceding financial years, the requirement
of CSR spending for the financial year 2025-26
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 under litigation. 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/#tab2.

The Shareholders can find the details of Nodal
Officer of the Company at
https://renukasuqars.com/
shareholders-service/#tab6in "Contact Us" tab and
the details of unclaimed/unpaid dividends and equity
shares transferred to IEPF at https://renukasugars.com/
shareholders-service/#tab2in "Unclaimed Dividend"
tab on the Company's website.

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 Form MGT-7 for the financial year
2025-26 can be accessed on the website of the
Company at
https://renukasugars.com/financials/annual-
returns/fy25-26.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, and
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 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)

At Shree Renuka Sugars Limited, we believe that
Sustainable Business Performance is built on the
strength of people, culture and leadership. During
the year, our Human Resources function continued its
transformation from a Transactional support function
into a Strategic Business Partner, enabling organizational
growth through Leadership Development, Digital

Transformation, Operational Excellence and a High-
Performance Culture. Every people initiative was
aligned with the Company's strategic priorities
of Business Growth, Operational Excellence, ESG
commitments and long-term value creation.

Our people strategy is anchored on four strategic
pillars—Build Capability, Strengthen Leadership,
Enhance Employee Experience and Institutionalize a
High-Performance Culture. These pillars guide every
stage of the employee lifecycle, from Talent Acquisition
and Onboarding to Capability Development,
Succession Planning, Performance Management and
Employee Engagement. With a workforce on roll of
2,144 employees spread across Manufacturing units,
Refineries, Distilleries and Corporate offices, our focus
remained on creating a unified organizational culture
that consistently reflects our values of Excellence,
Passion, Ownership, Integrity, Speed and Safety.

The year marked another significant milestone in our
culture journey. SRSL was recognized as a Great Place
to Work® for the third consecutive year, achieving an
industry-leading Trust Index™ Score of 94%, reflecting
sustained improvement in employee trust, pride and
workplace experience. Further strengthening our
leadership brand, 115 managers were recognized under
the Great People Manager Study (GPMS) conducted
by the Great Manager Institute®, while 3 (three) of our
leaders earned a place among India's Top 100 Great
People Managers, demonstrating the Company's
continued investment in building exceptional people
leaders. These recognitions reaffirm the strength of our
leadership culture and our commitment to developing
managers who inspire performance, collaboration
and innovation.

Leadership and capability development remained
a strategic priority throughout the year. Guided by
organizational priorities, employees participated In
Technical, Behavioural, Functional and Leadership
interventions across locations. Signature learning
initiatives included Great People Manager Survey
followed by learning Great Manager Excellence
Journey. We also conducted multiple Programs like
- 7 Habits of Highly Effective People - Cultivating
Personal and Professional Effectiveness, My Work My
Pride, Collaborate to Innovate - Problem Solving and
Team Building Skills, Compliance programmes and
Functional capability enhancement. The Company also
strengthened learning through digital platforms cross¬
functional exposure and knowledge-sharing initiatives,
ensuring continuous capability enhancement aligned
with future business needs.

Performance management continued to evolve into a
robust development-oriented framework emphasizing
continuous feedback, measurable outcomes and
leadership accountability. The Company undertook a
comprehensive streamlining of employee Key Result
Areas (KRAs) to make performance expectations
more objective, measurable and closely aligned with
strategic business priorities. This strengthened goal
clarity, enhanced consistency in performance evaluation
and was complemented by structured performance
reviews and talent review processes to support
capability development and succession planning.

Employee engagement remained one of the defining
strengths of the organization. Throughout the year,
HR successfully conducted multiple organization-wide
engagement initiatives, including cultural celebrations,
recognition programmes, leadership connect sessions,
employee communication forums, family engagement
initiatives, wellness campaigns and business-specific
interventions aimed at strengthening collaboration and
organizational belonging. Our Annual Wellness Month
expanded into a comprehensive health and wellbeing
platform covering Physical Fitness, Preventive
Healthcare, Nutrition, Mental Wellbeing, Financial
Wellness, Lifestyle Disorders and Work-Life balance
through expert-led sessions on Yoga, Healthy Sleep,
Self-care for Working Parents, Everyday Well-being,
Financial Wellness, Heart Health, Cancer Prevention,
Liver Health, Nutrition, and Mindfulness Meditation,
covering 2040 participants across locations.

Governance and ethics remain fundamental to
our people philosophy. The Company maintained
full compliance with applicable labour laws and
strengthened organizational governance through
regular audits, digital compliance monitoring,
structured policy reviews and mandatory employee
Training programmes covering Code of Conduct,
Prevention of Sexual Harassment (POSH), Anti-Bribery
& Anti-Corruption, Whistle Blower Policy, Information
Security and Data Privacy. These initiatives reinforce
a culture of accountability, integrity and responsible
business conduct across the organization.

Safety continued to remain non-negotiable across all
operations. In close partnership with the EHS function,
the Company strengthened its safety culture through
structured behavioural safety programmes, leadership
involvement, mandatory safety training, high-risk
work protocols, emergency preparedness, contractor
safety management and continuous safety awareness
campaigns. These initiatives further reinforce our

commitment to achieving world-class safety standards
across every location.

As we continue our transformation journey, SRSL
remains committed to building a digitally enabled,
values-driven and future-ready organization where
people are empowered to learn, lead and innovate.
By integrating leadership excellence, organizational
capability, employee wellbeing, digital transformation
and strong governance into a unified Human Capital
strategy, we are creating an agile workforce capable
of delivering sustainable business performance while
strengthening our position as one of India's most
admired manufacturing workplaces.

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 2026 as
stipulated under the SEBI Listing Regulations and the
same can be accessed on the website of the Company at
https://renukasugars.com/shareholders-service/
sahree-renuka-sugarsbrsr-fy-2025-26.pdf
.

Maternity Benefit Act, 1961 (“the Act")

The Board confirms the compliance of the provisions
relating to the Maternity Benefit Act, 1961 by the
Company for the year under review. However, no cases
requiring maternity benefits were recorded during 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.

(a) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

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

(c) 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.

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

(e) 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.

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

(g) 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/-
Madhu Rao

Chairman and Independent Director
(DIN: 02683483)

Date: 5th August 2026
Place: Mumbai


 
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