Your Directors have pleasure in presenting the 42^nd Annual
Report of Bannari Amman Sugars Limited together with the
Audited Financial Statements for the financial year ended
31^st March 2026.

The financial year 2025-26 was characterised by a
dynamic operating environment marked by changing
climatic conditions, fluctuations in agricultural commodity
markets and evolving policy initiatives. Despite these
challenges, your Company demonstrated resilience
through disciplined execution, operational distinction and
prudent financial management.

The Compan/s integrated business model, encompassing
sugar manufacturing, alcohol production, renewable
power generation and value-added businesses, continued
to provide stability and operational flexibility. The
sustained emphasis on efficiency improvement, effective
working capital management, financial prudence and

long-standing partnerships with the farming community
enabled the Company to deliver an improved financial
performance while further strengthening its balance sheet.

Your Directors are pleased to report that the company
recorded healthy growth in revenue and improvement in
profitability during the year. The continued reduction in
borrowings, robust cash generation and growth in
shareholders' equity reflect the strength of the Compan/s
financial position and its commitment to creating
sustainable long-term value for all stakeholders.

The Board remains confident that the Compan/s
diversified business portfolio, strong governance
framework, integrated operations and prudent capital
allocation philosophy will continue to support sustainable
growth while contributing meaningfully to rural
development, renewable energy generation and national
energy security.

During the year under review:

? Revenue from Operations increased to ?1916.67
crores from ?1792.97crores in the previous year.

? Total Income increased to ?1959.63 crores.

? Profit Before Tax improved to ?177.47crores

? Profit After Tax increased to ?147.92 crores.

? Earnings Per Share improved from ?83.47 to

? The Compan/s Net Worth further strengthened,
reflecting continued value creation for shareholders.

Dividend

Considering the Company's satisfactory financial
performance, your Directors are pleased to recommend a
dividend of ?12.50 per equity share (125%) for the
financial year ended 31^st March 2026, subject to the
approval of the Members at the ensuing Annual General
Meeting.

Transfer to General Reserve

In accordance with the Compan/s long-standing policy of
maintaining a strong financial foundation, your Directors
have approved the transfer of 0,000 lakh to the General
Reserve for the financial year under review.

This continued strengthening of reserves reflects the
Compan/s prudent financial philosophy and provides
additional financial flexibility to support future business
growth, capital expenditure and long-term strategic
initiatives.

Operational Performance
Sugar 1Division

The Sugar Division continued to remain the cornerstone of
the Compan/s operations. During the year, the Company
crushed 27.74 lakh tonnes of sugarcane with an average
recovery of 8.72%.

The Company remained focused on improving
operational efficiencies, enhancing sugar recovery,
strengthening farmer engagement and promoting
sustainable sugarcane cultivation through scientific
agronomic practices.

Distillery Division

During the year, the distilleries produced 37.01 million
B. Ltrs compared to the production of 48.23 million B. Ltrs
in the previous year.

Cogeneration / Renewable Energy

The Company's cogeneration facilities generated
335.84 million units of renewable power during the year,
ofwhich 229.68 million units were exported to the grid.

Wind Energy

The Wind Mills generated 13.38 million units of electricity
during the year and exported 12.55 million units to the
grid.

Granite Division

During the year under review, the Granite Division
operated under challenging market conditions. Demand
in the international market continued to remain subdued in
the post-COVID period, coupled with increasing
competition from vitrified tile manufacturers offering cost-
effective alternatives to natural granite. In view of these
adverse market conditions, the Company has adopted a
cautious business approach by rationalising granite
processing activities and consequently scaling down
quarry operations. During the year, the Division produced
7,230 square metres of polished granite as against
38,629 square metres in the previous year. The
Management continues to explore alternative business
opportunities and measures for improving the
performance of the Division.

Prospects for the Current year 2026 - 2027

The Indian sugar industry enters the ensuing sugar season
with a combination of encouraging long-term structural
opportunities and near-term uncertainties arising from
climatic developments and evolving regulatory policies.

The most significant factor likely to influence the industry
during the current year is the anticipated development of
El Nino conditions. Historically, El Nino has been
associated with deficient or uneven South-West Monsoon
rainfall in several parts of India, leading to lower reservoir

levels, increased irrigation requirements and reduced
sugarcane productivity in certain regions. While the
ultimate impact would depend upon the intensity of the
phenomenon and the distribution of rainfall across
sugarcane-growing areas, the possibility of adverse
weather conditions poses a significant challenge to cane
availability, sugar recovery and overall sugar production
during the ensuing season.

Against this backdrop, Your Company remains well
positioned to address the emerging challenges through its
integrated business model. The expansion of the crushing
capacity of Sugar Unit-ll at Alaganchi Village Nanjangud,
from 7,500 TCD to 10,000 TCD, along with the
enhancement of the distillery capacity from 150 KLPD to
200 KLPD, has been substantially completed. The
expanded capacities will facilitate ethanol production,
enabling the Company to capitalize on the growing
demand for ethanol while enhancing operational
efficiency and value addition. The expanded facilities are
expected to be commissioned and commence operations
during the current financial year. The Company continues
to strengthen its partnership with cane growers through
scientific agronomic practices, supply of quality planting
material, promotion of sustainable cultivation methods,
improved irrigation techniques and continuous field
extension services aimed at enhancing cane productivity
and resilience against climatic variability.

While short-term uncertainties arising from weather
conditions and regulatory interventions cannot be
overlooked, the Board believes that the long-term
outlook for the Indian sugar industry remains positive.
Rising domestic consumption, sustained Government
support for ethanol blending, increasing emphasis on
renewable energy and continued investment in
agricultural productivity are expected to strengthen the
industry's growth. Your Company, with its diversified
operations, prudent financial management and strong
stakeholder relationships, is well positioned to capitalize
on these opportunities while effectively managing the
associated risks.

Directors and Key Managerial Personnel

The composition of the Board is in conformity with the
provisions of the Companies Act, 2013 and the applicable
Regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Further all the Directors
and Senior Management Personnel have affirmed
compliance with the Code of Conduct for the financial year
2025-2026 and the declaration in this respects appears
elsewhere in this Annual Report.

Appointments / Re-appointments / Retirements

and Resignations

During the year under review,

In accordance with the provisions of the Companies Act,
2013 read with Articles of Association of the Company
Sri B Saravanan (DIN:00002927), Director is liable to
retire by rotation and being eligible offers himself for
re-appointment.

The Board on the recommendation of Nomination and
Remuneration Committee of Directors has appointed
Smt Sowmya Sitaram (DIN: 11254035) as Non-Executive
Woman Independent Director for a period of five
consecutive years from September 11, 2025 to
September 10, 2030 and the said appointment was
subsequently approved by the shareholders by Postal
Ballot on 23^rd October, 2025.

Dr. Radha Ramani Non-Executive Women Independent
Director retired from the office of Independent Director
upon completion of her second term of office on 22^nd
September, 2025. The Board placed on record its
appreciation for her contributions and extends gratitude
for her services as an Independent Director of the
Company.

Sri M Ponnuswami (DIN: 00015847), Independent
Director of the Company, resigned from the Directorship
of the Company with effect from 17* April, 2026
consequent to his non-appearance for the Online
Proficiency Self-Assessment Test within the stipulated
time prescribed under Section 150 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014 and as he is
not covered under exemption criteria.

The Company has received confirmation from the
Independent Director that there are no other material
reasons for his resignation other than those stated above.
The Board places on record its appreciation for the
valuable contributions and guidance provided by him
during his tenure as Independent Director of the Company.

The Company has devised a policy on Director's
appointment, remuneration and for performance
evaluation of independent directors, Board, Committees
and other individual directors which include performance
evaluation of non-executive and executive directors.

The details of programs for familiarization of independent
directors with the company, their roles, rights,
responsibilities in the company, nature of the industry in
which the compan/s operations, business models and
related matters are placed on the website of the
Company at the link http://www.bannari.com/
I nvestorl nformati on. h tm I.

All the Independent Directors have given declarations that
they meet the criteria of independence as provided in
Section 149 (6) of the Companies Act, 2013 and
applicable regulations under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors of the Company have
confirmed that they have complied with all applicable
requirements relating to the Independent Directors'
Databank and its renewal, as prescribed under Section
150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment & Qualification of Directors)
Rules, 2014.

The Board is of the opinion that the Independent Director
appointed during the year possesses requisite integrity,
expertise, experience and proficiency.

There is no change in the Key Managerial Personnel
during the year.

Particulars of Loans, Guarantees or Investments

During the year, the company has not made any loan or
guarantee or investment or provided any security under
Section 186 of the Companies Act, 2013.

Conservation of Energy Technology Absorption
Foreign Exchange Earnings and Outgo

The particulars relating to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings
and Outgo as required to be disclosed under the
Companies Act, 2013 are provided in Annexure I to
this Report.

Particulars of Employees

The information as required under Section 197 of the
Companies Act 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is furnished in
Annexure II forming part of this Report.

In terms of proviso to Section 136 (1) of the
Companies Act, 2013 the Report and Accounts are being
sent to the members excluding the information on
employees as required under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the said information is
available for inspection by the members at the
Registered Office of the Company during business
hours on all days except Sundays and public holidays
up to the date of Annual General Meeting. If any
member is interested in obtaining a copy thereof, such
member may write to the Company Secretary in
this regard.

The Company has complied with applicable provisions of
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013. During the year no
complaint / case was filed pursuant to the said Act.

Meetings of the Board

Five Meetings of the Board of Directors were held during
the year. The details are furnished in the Report on
Corporate Governance attached herewith.

Committees and Policies

The company has constituted Board Committees and
framed policies as required under the provisions of the
Companies Act 2013 and SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015. The details
are furnished in the Corporate Governance Report
attached herewith.

Corporate Governance and Management
Discussion and Analysis Report

A separate section on Corporate Governance,
Management Discussion and Analysis Report, a certificate
from the Auditors of the company regarding compliance
of conditions of Corporate Governance and a certificate
on non-disqualification of Directors as required under the
provisions of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 are annexed as Annexure III.

Corporate Social Responsibility Committee

Pursuant to Section 135 of the Companies Act 2013 read
with the Companies (Corporate Social Responsibility
Policy) Rules 2014 the company has formulated a policy
on Corporate Social Responsibility. The Annual Report on
CSR activities for the financial year ended 31” March,
2026 is attached as Annexure IV to this report. Details
regarding the composition of the Corporate Social
Responsibility Committee are provided in the Corporate
Governance Report.

Risk Management / Risk Management policy

The company has constituted Risk Management
Committee as required under Regulation 21 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and has formulated a detailed Risk
Management Policy. More details are furnished in the
Report on Corporate Governance attached herewith.

The company has established appropriate systems and
processes to identify, assess, monitor and mitigate risks
that may affect its business objectives. The principal risks
faced by the company include climatic variability,
fluctuations in sugarcane availability, changes in
Government policies, commodity price volatility, foreign
exchange movements, energy costs, environmental
regulations and operational risks.

The Board periodically reviews the company's risk
management framework to ensure that appropriate
mitigation strategies remain effective in evolving business
environment. In the opinion of the Board no element of risk
that may threaten the existence of the company has been
identified.

The Risk Management Policy is posted in the compan/s
website at the link https://www.bannari.com/
Investorl nformation. html

Vigil Mechanism/Whistle Blower Policy

The company has established vigil mechanism for
Directors and Employees to report concerns about the
unethical behavior, actual or suspected incidents of fraud
or violation of the code of conduct or ethics. The Whistle
Blower Policy is posted in the compan/s website at the link
https://www.bannari.com/ lnvestorlnformation.html

The mechanism provides adequate safeguards against
victimization and ensures that all concerns are
investigated objectively and confidentially. The Board is
satisfied that the Vigil Mechanism continues to operate
effectively.

Dividend Distribution Policy

The company has formulated and adopted Dividend
Distribution Policy which is posted in the compan/s
website at the link https://www.bannari.com/
Investorl nformation. html

Related Party Transactions

All related party transactions are entered into during the
financial year were in the ordinary course of business and
on arm's length basis and are in compliance with the
applicable provisions of the Companies Act, 2013 and
other relevant Regulations as referred under SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. None of the transactions is materially significant
which may have potential conflict with the interest of the
company at large and therefore disclosure in Form AOC-2
is not required. All the related party transactions are
placed before the Audit Committee and approved by the
Audit Committee. Prior omnibus approval of the Audit

Committee was obtained on annual basis far the
transactions which areata foreseen and repetitive nature.
The Related Parly Transactions Policy as approved by the
Board is uploaded on the company's website at
https://www.bannari.com/ lnvestorlnformation.html.

The details of transactions with Related Parties are
provided in the accompanying financial statements.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17 (10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
Independent Directors at their meeting held on
06.02.2026 without participation of Non-Independent
Directors and management considered and evaluated the
performance of the Chairman, Managing Director and the
Board.

The Board has carried out an annual evaluation of its
own performance, the performance of the committees,
board, Independent Directors and Individual Directors.
The criteria applied in the evaluation process are detailed
in the Corporate Governance Report which forms part of
this report.

Material changes and commitments

There are no material changes and commitments affecting
the financial position of your Company which have
occurred between the end of the financial year 2025-26
and the date of this report.

Directors' Responsibility Statement

As stipulated in Section 134(3)(c) and 134 (5) of the
Companies Act 2013 your Directors confirm that in the
preparation of the annual accounts, all the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

a) they had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
company at the end of the financial year and of the
profit of the company for that period;

b) they had taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the company and for
preventing and detecting fraud and other
irregularities;

c) they had prepared the annual accounts on a going
concern basis;

d) they had laid down internal financial controls to be
followed by the company and that such internal
financial controls are adequate and were operating
effectively; and

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

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report has
been prepared in accordance with the applicable SEBI
requirements is annexed to this Report as Annexure V
and the same shall form part of this report.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for the
Financial Year ended March 31, 2026 is uploaded on
the website of the Company and the same is available
at the weblink https://www.bannari.com/investor
information.html.

Auditors / Auditors' Report

The Statutory Auditors have audited the Financial
Statements of the company for the financial year ended
31^s' March, 2026.

The Auditors' Report does not contain any qualification,
reservation, adverse remark or disclaimer requiring
further explanation by the Board. During the year under
review, the Auditors did not report any matter under
Section 143(12) of the Companies Act, 2013 and

therefore no detail is required to be disclosed under
Section 134(3)(ca)oftheAct.

The Auditors have confirmed their independence and
eligibility under Section 141 oftheCompaniesAct,2013.

Secretarial Auditors' and Secretarial Audit
Report

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 Secretarial Audit was conducted by the
Secretarial Auditors for the financial year 2025-2026
under Review.

The Secretarial Audit Report confirms that the Company
has complied with the applicable provisions of the
Companies Act, 2013, SEBI Regulations and other
statutory requirements governing its operations. The
Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India.

The Report of the Secretarial Auditors is annexed to this
Report as Annexure VI.

Internal Control Systems and their Adequacy

Details of internal control system and their adequacy are
provided in the Management Discussion Analysis Report
attached herewith.

Cost Records and Cost Auditor

The Company has maintained cost records as specified
by the Central Government under Section 148 of the
Companies Act, 2013 in respect of applicable
businesses. The Cost Audit for the financial year
2025-2026 has been carried out by the appointed Cost
Auditor Sri M Nagarajan in accordance with the
applicable statutory requirements.

The Board confirms that the company continues to comply
with all applicable provisions relating to Cost Accounting
Records and Cost Audit.

Industrial Relations

The relationship with employees continued to remain
cordial throughout the year under review.

General

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

a) Details relating to deposits covered under
Chapter V of the Act.

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

c) Issue of shares (including sweat equity shares) to
employees of the company under any scheme.

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

iii) No resolution plan/process was initiated or pending
under insolvency and bankruptcy Code 2016,
against the Company.

iv) The disclosure relating to valuation at the time of one
time settlement with banks or financial institutions is
not applicable as the company has not made any
such one-time settlement.

v) The Company has no Subsidiary / Joint venture /
Associate company.

vi) There is no change in Share Capital and nature of
business.

Acknowledgement

Your Directors wish to place on record their appreciation
for the continued support and co-operation by the
Government Authorities, banks and other stakeholders.
Your Directors also values its enduring relationship with
the farming community whose continued confidence and
partnership remain fundamental to its long-term success.
The Board expresses its appreciation to all employees for
their trust, cooperation and invaluable contribution.

By order of the Board
S V BALASUBRAMANIAM

Coimbatore Chairman

27.05.2026 DIN : 00002405