The Directors are pleased to present the 64^th Annual Report of the Company together with the Audited Financial Statements
for the year ended March 31,2025.

Financial Summary & Highlights of the Company (' in Lakhs)

Financial Highlights

The Company's Profit before Tax for the year ended 31^st
March 2025 has decreased by ' 2,515 lakhs to ' 1,677
lakhs as compared to ' 4,191 lakhs in the previous year.
The total income for the year ending 31^st March 2025 was
' 32,642 lakhs as against ' 51,812 lakhs in the previous year.
The decrease in revenue is mainly due to lower sales
volumes of Sugar, Power and Bagasse. The reduced
sales were a result of lower sugarcane crushing and
sugar production, which were adversely impacted by
pest infestation and scanty rainfall, leading to a decline in
recovery rates.

Sugar Industry Overview
World Sugar :

During 2024 - 25 Sugar Season (SS) the world sugar
production is expected to be around 175.54 million metric
tons as against consumption of 180.42 million metric
tons. In 2023 - 24 Sugar season, the sugar production
was 181.8 million metric tons against consumption of
179.1 million metric tons. The forthcoming year 2025 - 26
SS, the production is expected to surpass marginally the
consumption.

India's sugar production during 2023 - 24 SS was 31.8
million metric tons and during 2024 - 25 sugar season,
it is expected to be around 25.8 million metric tons. The
decrease in sugar production is mainly on account of
yield reduction reported in Maharashtra, Uttar Pradesh &
Karnataka. The sugar consumption in the year 2024 - 25
C SS is expected to be around 28.0 million metric tons.

Tamilnadu's Sugar production for the year 2024 - 25 SS
is expected to be around 0.8 million metric tons against
previous year's 1.05 million metric tons. States sugarcane
cultivation areas got affected due to pest and disease
incidence resulting in reduced crop yield and sugar recovery.
In addition, due to the higher cost of cane harvesting
(manual) and the higher revenue reported from other
competitive crops like Paddy, Banana, Tapioca, Gingelly
etc., sugarcane planting got affected in most of the factories
command area. It is expected that there will be a reduction
in fresh sugarcane planting area by around 30% than the
previous year.

The Company's command area cane planting is expected
to be same as that of previous years achievement due to
pest and disease incidence and area diversion to other
crops. Confidence building measures are being taken
up to overcome the pest & disease incidence, involving
Senior Scientists from the Sugarcane Breeding Institute,
Coimbatore and Senior officials from the Department of
Agriculture, Tamilnadu.

Performance of Business Segment
Sugar :

Your company has optimized its crushing operations by
operating Kattur unit alone because of less cane quantum.
Your Company crushed 2,61,780 tons of cane in 2024 - 25
and produced 2,39,970 quintals of sugar as against crushing
of 8,35,208 tons of cane and sugar production of 7,46,880
quintals in the previous year. In the financial year 2024 - 25,

the average Sugar recovery was 8.94% as against 8.88%
in the previous year. The reduction in cane crushing was
on account of the decrease in sugarcane planting area
and yield.

Your company is taking various steps to improve Sugarcane
plantation including:

• Providing incentives for cane planting

• Adoption of latest technologies on sugarcane cultivation,
mechanisation, water conservation etc.

• Development of new sugarcane varieties for higher yield
and sugar recovery with the help of ICAR-SBI and TNAU.

With all these measures, we could see a positive trend in
fresh sugarcane planting. However, it may take couple of
years to develop sufficient cane to operate both units of the
company at optimum capacity.

Alcohol

Your Company produced 168.95 lakh litres of alcohol during
the financial year 2024 - 25 as against 198.53 lakhs litres in
the previous year. Your Company has supplied 10.92 lakh
litres of Ethanol to Oil Marketing Companies during the

ethanol marketing year 2023 - 24. For the marketing year
2024 - 25, against the Order/LOI of 8 lakhs litres, 6 lakh
litres supplied till April'25, and the balance quantity will be
supplied before July'25 end.

Co-generation of Power

During the financial year 2024 - 25, the total power
generation was 18.63 million units against 71.42 million units
for the corresponding period of 2023 - 24. The decrease in
power production was due to the decrease in cane crushing
volume. The long term PPA with TANGEDCO continues for
Sathamangalam unit with a tariff of ' 5.189/Kwh. The surplus
power from the Kattur unit is being sold to open access
consumers through bilateral agreements / IEX.

Dividend

The Board of Directors met on 29^th May 2025 to take account
of the full year's performance, various growth opportunities
and challenges. After reviewing this, the Board of Directors
has decided not to recommend any dividend for the year
2024 - 2025, in order to conserve resources, considering
the challenges ahead.

Conservation of Energy / Technology Absorption / Foreign Exchange Earning and Outgo

(a) Conservation of Energy : Kattur unit

(ii) To reduce the dependency on labour and to reduce
the cost of cultivation of sugar cane, your company
has facilitated development of mechanical cane
planters to suit the soil and other field conditions
prevailing in the command area. These planter
machines can do six operations simultaneously,
there by reducing the time consumed for planting
besides reducing the cost by over 60%. As of now
there are 5 planters in both the unit's area.

(iii) Harvesting of sugar cane is the major labour
intensive and expensive activity of sugarcane
cultivation. To reduce the cost and dependency
of labour, your Company has deployed about 25
sugarcane harvesters through entrepreneurs.
We hope that in the coming years mechanized
sugarcane cultivation will play a major role.

(c) Foreign exchange earnings and Outgo

(' in Lakhs)

Awards and Recognition

Kattur Distilery unit has received Best Distillery-Platinum
Award - (2023-24) - Tamilnadu Region from the SISSTA.

Research & Development:

Your Company's Research and Development (R & D) unit
commenced operations in April 2023. The unit primarily
focuses on developing various value-added products from
Sugar and other by-products. A key area of focus is on
Bio-fermentation, which is an emerging field through which
many such value-added products can be produced using
sugar and other by-product as feedstock. The capital outlay
in the R & D unit so far is around ' 30 Crores including
ongoing projects.

Current research projects include the development
of low-calorie sweeteners and a few probiotic strains.
Additionally, the Company has initiated research in the
area of biosimilars. The Company has collaborated with a
few agencies / experts to expedite the research projects.
The Company's R & D unit has been recognized by the
Department of Scientific and Industrial Research (DSIR),
Government of India.This recognition affirms the Company's
compliance with national R & D standards and underscores
its commitment to advancing research and development.

Board Meetings

During the year 06 Board Meetings were held, the details of
which are given in the Corporate Governance Report. The
intervening gap between any two meetings was within the
period as prescribed under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and MCA circulars thereon.

Directors and Key Managerial Personnel

Mrs. Nina B. Kothari, (DIN: 00020119) Director is liable to
retirement by rotation at the ensuing 64^th Annual General
Meeting and being eligible offers herself for re-appointment.
Mr. Arjun B Kothari, (DIN: 07117816) was reappointed as
Managing Director with effect from 01^st September 2022 for
a period of three years and the Board proposes to reappoint
him for another period of three years with effect from 01^st

September 2025 subject to approval of shareholders in this
Annual General Meeting.

Mr. Arjun B Kothari, Managing Director,
Mr. M. Silvester Goldwin, Whole Time Director,
Mr. R. Krishnan, Chief Financial Officer and Mr. R. Prakash,
Company Secretary are the Key Managerial Personnel
of the Company as per section 203 of the Companies
Act, 2013.

Mr. Abdul Kareem Sait (DIN: 03265300) has been appointed
as an Additional Director in the capacity of Independent
Director of the Company, with effect from 27^th June 2025
for a term of five years, subject to the approval of the
shareholders in this Annual General Meeting. Mr. C. V.
Krishnan (DIN: 01606522), Independent Director resigned
from the Board with effect from 27^th June 2025. The Board
places on record its appreciation for the valuable advice and
contribution made by Mr. C. V. Krishnan during his tenure
with the Company. (Note: The aforesaid appointment and
resignation were duly approved and taken on record by the
Board at its meeting held on 27^th June 2025. The Board also
approved the inclusion of the same in the Board's Report.)

Declaration from Independent Directors

The Company has received necessary declaration from each
Independent Director of the Company under Section149(7)
of the Companies Act, 2013 and Regulation 16 of the SEBI
(LODR) Regulations, 2015 that the Independent Directors
of the Company continues to meet the criteria of their
Independence laid down in Section 149(6) and continue
to be included in the Data Bank maintained by the Indian
Institute of Corporate Affairs and the Online proficiency
self-assessment test requirement pursuant to Rule 6(4) of
Companies (Appointment and Qualification of Directors)
Rules, 2014.

During the year under review, the Independent Directors
met on March 18, 2025 without the presence of Non¬
Independent Directors and members of the Management to
evaluate the performance of the Non - Independent Director
& Board as a whole.

Composition of Audit Committee

During the year 04 Audit Committee meetings were held,
the details of the composition of Audit Committee are
provided in the Corporate Governance Report of this
Annual Report. The Board has not rejected any proposal
/ recommendations of Audit Committee during the year.
The intervening gap between any two meetings was within
the period as prescribed under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Remuneration Policy

The Board has on the recommendation of the Nomination
& Remuneration Committee, framed a policy for selection
and appointment of Directors, Key Managerial Personnel
and Senior Management and their remuneration.
The salient features of the Remuneration Policy are stated
in the Corporate Governance Report. The Remuneration
Policy approved by the Board of Directors is posted on the
website of the Company www.hckotharigroup.com/kscl

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named “Whistle
Blower Policy” to deal with genuine concerns, if any, raised
by the Directors / Employees. The details of Vigil Mechanism
/ the Whistle Blower Policy are explained in the Corporate
Governance Report and also posted on the Company's
website www.hckotharigroup.com/kscl. There were no
incidents / concerns reported during the year under review.

Prevention of Insider Trading

The Company has adopted a Code of Prevention of Insider
Trading with a view to regulating trading in securities by
the Promoters, Directors and Designated Persons of the
Company. The Code requires pre-clearance for dealing in
the Company's shares and prohibits the purchase or sale
of Company's shares by the Promoters, Directors and the
Designated Persons while in possession of unpublished
price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, the
Directors state that:

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

(b) the directors 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 and
loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a
going concern basis;

(e) the directors 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

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

Material changes and commitments

There is no change in the nature of business of the company
during the year. There is no material change or commitment
affecting the financial position of the company that has
occurred since 31^st March 2025 to the date of this report.

Share Capital

The paid-up equity share capital of the Company as on
March 31, 2025 was ' 8,288.86 Lakhs. The Company has
neither issued any shares with differential voting rights nor
granted stock options or sweat equity.

Annual Return

As required under Section 92(3), copy of Annual Return is
placed on the Company's website.The web link to access
the annual return is

http://hckotharigroup.com/kscl/?q=node/20

Auditors

a) Statutory Auditors

The Statutory Auditors of the Company
M/s. P. Chandrasekar LLP, Chartered Accountants
(Registration No.: 000580S/S200066) has been
reappointed for the second term by the Shareholders
at the 61^st AGM held on 3^rd August 2022 to hold office
till the conclusion of the 66^th Annual General Meeting
of the Company.

As required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India. There
are no qualifications or observations, or any adverse
remarks made by the Auditors in their Report on the
Financial Statements for the year 2024 - 25 and no
fraud was reported by auditors under Section 143(12)
of the Companies Act, 2013.

b) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)

Amendment Rules, 2014, the Cost Audit Records
maintained by the Company in respect of its Sugar,
Co-gen and Distillery Unit are required to be audited.
Your Directors, on the recommendation of the Audit
Committee, appointed Mr. K. Suryanarayanan, Cost
Accountant in Practice for conducting the audit of
cost records of the Company and the remuneration
payable to the Cost Auditor is required to be ratified
by the Members in a general meeting. Accordingly,
a Resolution seeking Member's ratification for the
remuneration payable to Mr. K. Suryanarayanan, Cost
Accountant, is included at Item No. 3 of the Notice
convening this 64^th Annual General Meeting

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s. Alagar and
Associates LLP, Chennai, Practicing Company
Secretaries to undertake the Secretarial Audit of
the Company for the financial year 2024-25. The
Secretarial Audit Report is forming part of this Annual
Report. The Secretarial Report does not contain any
qualifications or observations.

In accordance with the SEBI (Listing Obligations
and Disclosure Requirements) (Third Amendment)
Regulations, 2024 w.e.f December 13, 2024, the
Secretarial Auditors shall now be appointed by the
Members of the Company, on the recommendation
of the Board of Directors, for a period of five (5)
consecutive years.

M/s. Alagar & Associates LLP, a peer reviewed firm
of Company Secretary in Practice (Firm Registration
No. L2025TN019200) have confirmed that they fulfill
the criteria and are eligible for appointment and have
not incurred any of disqualifications under SEBI Listing
Regulations.

In accordance with the above said Regulation, based
on the recommendation of the Audit Committee, the
Board of Directors at its meeting held on May 29, 2025,
proposed the appointment of Secretarial Auditor to the
members at the 64^th Annual General Meeting.

d) Internal Auditor

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and the Companies (Accounts)
Rules, 2014, the Company has appointed M/s.
R. Subramanian & Co. LLP, Chartered Accountants,

Chennai as Internal Auditor for Kattur unit & Head
office and M/s. V. P. Mukundan & Associates,
Chartered Accountants, Chennai as Internal Auditor
for Sathamangalam unit of the Company.

Deposits

The Company has not accepted deposits either from the
members or public falling within the ambit of Chapter V of
the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014 during the year, hence, there
were no outstanding deposits during and at the end of the
financial year 2024 - 2025.

Significant and Material Orders Passed by the
Regulators

There are no significant and material orders passed by the
Regulators / Courts which would impact the going concern
status of the Company and its future operations.

Internal Financial Control Systems and their Adequacy
The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. The Internal Audit function is carried out by an
independent firm of Chartered Accountants. The scope and
authority of the Internal Audit function is defined by the Audit
Committee. The Internal Audit Reports are placed before
the Audit Committee on a quarterly basis for its scrutiny and
suggestions, if any. The Internal Auditor attends the Audit
Committee meetings.

The Internal Auditors monitor and evaluate the efficacy and
adequacy of the internal control system in the Company, its
compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on the
Report of the Internal Auditors, the Company undertakes
corrective action in the respective areas and strengthens
controls.

Particulars of Loans, Guarantees or Investments

The Company has not given any Loans or Guarantees
covered under the provisions of section 186 of the
Companies Act, 2013. The details of the general
investments made by the company are given in the notes
to the financial statements.

Risk Management

Pursuant to the requirement of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
has laid down the procedures to inform Board Members
about the risk assessment and minimization procedures.
Accordingly, the Company periodically submits the Risk
Management Review Report to the Board for its review
and suggestions.

Corporate Social Responsibility Policy

Pursuant to the provisions of section 135 and schedule
VII of the Companies Act, 2013, Corporate Social
Responsibility (CSR) Committee was formed to recommend
(a) the policy on CSR and (b) implementation of the CSR
Projects or Programs to be undertaken by the Company
as per CSR Policy for consideration and approval
by the Board of Directors. The policy on CSR as
approved by the Board is posted on the Company's
website www.hckotharigroup.com/kscl. A detailed Report on
CSR activities in the prescribed format is forming part of
this Annual Report.

Related Party Transactions

All related party transactions entered during the financial
year were on an arm's length basis and in the ordinary
course of business. There were no 'material' contracts or
arrangements or transactions, and therefore disclosure in
form AOC-2 is not required. All related party transactions
are placed before the Audit Committee and the Board for
approval. Prior omnibus approval of the Audit Committee
is obtained for the transactions which are foreseen and
repetitive in nature. For all the transactions entered pursuant
to the omnibus approval so granted, a statement giving
details of all such transactions is placed before the Audit
Committee for their review on a quarterly basis.

The policy on Related Party Transactions as approved
by the Board is posted on the Company's website
www.hckotharigroup.com/kscl

Annual Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out the Annual
Performance Evaluation of the Board, its committees and of
individual directors in the format (questionnaire) prescribed
by the Nomination and Remuneration Committee of the
Company.

The structured questionnaire covers various aspects of the
Board's functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance
etc. The performance evaluation of the Directors (without
participation of the relevant Director) was carried out by the
entire Board. The Directors expressed their satisfaction with
the evaluation process

Separate Meeting of Independent Directors

The Independent Directors of the Company had met during
the year on 18^th Mar 2025 to review the performance of Non¬
Independent Directors and the Board as a whole, reviewed
the performance of the Chairperson of the Company and
also assessed the quality, quantity and timeliness of flow
of information between the company management and
the Board without the presence of the Non - Independent
Directors and members of the Management.

Disclosure about Cost Audit

Disclosure under the Insolvency and Bankruptcy Code,
2016

There was no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during
the financial year.

Listing with Stock Exchanges

The Company is listed in The National Stock Exchange of
India Limited (NSE) and the Stock Code is KOTARISUG
& ISIN INE419A01022. The Company confirms that it has
paid the Annual Listing Fees for the year 2025 - 2026 to
NSE where the Company's Shares are listed.

Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all
the stipulations laid down in the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. A report
on Corporate Governance is included as a part of this
Annual Report.

Certificate from the Practising Company Secretary
confirming the compliance with the conditions of Corporate
Governance as stipulated under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is
attached to this Report.

Management Discussion and Analysis Report

A detailed discussion on the industry structure (dealing with
world sugar and Indian sugar) as well as on the financial and
operational performance is contained in the 'Management
Discussion and Analysis Report' that forms an integral part
of this Report.

Disclosure under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Human Resources Department created an “Internal
Complaints Committee” for the prevention and redressal
of sexual harassment of women at workplace as per the
requirement of Sexual harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013. There
were no incidents of sexual harassment reported during
the year under review, in terms of the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Particulars of Employees

Disclosures pertaining to remuneration and other details
as required under Section 197 (12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report

Particulars pursuant to Section 197(12) and the relevant
Rules:

a) The ratio of the remuneration of each director to the
median employee's remuneration for the financial year
and such other details:

b) The percentage increase in remuneration of each
Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial
year :

c) 3.89% increase has been reported in the median
remuneration of employees in the financial year.

(d) The number of permanent employees on the rolls of
the company as on 31^st Mar 2025: 472

(e) Increase of remuneration for employees was in the
varying range of 5% to 8%,and for KMP the increase
was 5% and 12% for the year.

(f) We affirm that the remuneration paid during the period
under review is as per the Remuneration Policy of the
company

Compliance with Secretarial Standards

The Company complies with all applicable secretarial
standards issued by the Institute of Company Secretaries
of India.

Cautionary Statement

Statements in this Report, particularly those which relate
to Management Discussion and Analysis describing
the Company's objectives, projections, estimates and
expectations may constitute 'forward looking statements'
within the meaning of applicable laws and regulations.
Actual results may differ from those either expressed or
implied in the statement depending on the circumstances.
Acknowledgement

Your Directors thank the Banks, Customers, Farmers,
Financial Institutions, Government Authorities, Suppliers
and Shareholders for their continued support. Your Directors
also place on record their appreciation for the services
rendered by the employees of the Company.

On behalf of the Board
for Kothari Sugars and Chemicals Limited

Place : Chennai Nina B. Kothari

Date : May 29, 2025 Chairperson

V DIN : 00020119^

1

Spare VFD unit shifted from Sathamangalam unit.

(b) Technology absorption

(i) Your company produces the following liquid bio¬
fertilisers in technical collaboration with Tamilnadu
Agricultural University (TNAU) at Kattur.

(a) Glucono Acetobacter Diazotrophicus -
Nitrogen Fixer

(b) Phospho Bacteria - Bacillus magaterium
(PSB) - Phosphorus Solubilzer

(c) Phospho Bacteria - Arbuscular mycorrhizae
(AM fungi) - Phosphorus Mobilizer

(d) Frareuria Aurantia - Paenibacillus
Mucilaginosus - Potash Release Bacteria

(e) Zinc Solubilizer - Pseudomonas Chloroaphis
(ZSB)

(f) Vasicular Arbuscular Mycorrhize (VAM)