Your Board is pleased to present its 30th Annual Report and the audited financial statements for FY 2025-26.

Dividend

Your Board has recommended a dividend of 5.00/-(Rupees Five only) per equity share of 10 each for the financial year ended 31st March 2026, subject to the approval of shareholders at the ensuing Annual General

Meeting.

Transfer to General Reserve

Your Board has proposed to transfer 35 crores to General Reserve.

Company performance

Sugar

Sugarcane crop in the State strikingly suffers from structural stress, wrought by woeful water deficit and capricious climate change. It is further exacerbated by horrendous shortage of agricultural labour and humongous rise in cultivation cost. Fraught with formidable agro-climatic risks and muted margins, farmers ' interest in cane crop is fast fading. No wonder, sugar production is hardly 40% of the State ' s installed capacity. In such context, our crushing volume clocked a credible rise, albeit marginally, this year to cross 7 lakh tonnes. Our capacity-use continues to be sub-optimal, yet construed commendable under overarching constraints. With improved monsoon and water storage in Mettur reservoir this time, both cane yield and quality in our area improved, shoring up in the process our sugar recovery.

Indeed, operating our sugar season for a long duration, we continue to score high on sugar recovery well above the State average. Sugar sale volume showed marginal uptick, yet inadequate under the monthly quota system. As a result, sugar stocks surged, hitting the highest mark in 5 years.

Passionate pursuit of continuous improvement in plant operations and production process helped us contain total sugar losses this year at a new low. Higher daily crushing rate led to lower specific consumption of steam and power and correspondingly cut down the cost of utilities. Improved sugar price and operational efficiency enabled the company to neutralise higher cost of cane and protect margin.

The company continues to focus on enlarging and expanding ' small pack sugar ' for retail penetration. While it started with 1 kg and kg packs, it has now further added in its range 100 grams and 200 grams packs. It is of course a new ground to break and time taking ordeal before we could reach meaningful scale. With proven product quality and committed service offering, we plan to progressively prop up the share of small package in our basket for retail market.

The company during the year completed the process of acquiring 50 tcd Jaggery unit that was put on auction by the lending bank under the SARFAESI Act 2002. After the installation of effluent treatment plant and obtaining all requisite clearances, we commissioned commercial production in this unit in Jan ' 26. We have since been able to streamline the production process and achieve desired product quality. We are now focussed on increasing production and cutting costs for sustainability of this business. For now, this unit is too small but is perceived as the launch pad to gain hands on experience in the market and then pursue our growth plans over time. Its relative contribution in the meantime would be marginal.

Cogeneration

Power production increased by 8% during the year, while our power exports to the State grid reached a zenith. Auxiliary consumption was brought to its lowest point while operational efficiencies were further spruced up

Our Cogen unit has indeed been regular in receiving accolades and awards in recognition of its record performance for years. With aggressive procurement of bio fuel, fossil fuel usage in the mix was curtailed and higher volume of bagasse could be sold.

Tariff challenge

The company during the year received a favourable order from APTEL holding that Parallel Operation Charges

(POC) is not leviable in its case. It is now in challenge before the Supreme Court, but no order has been passed there on.

The shot in the arm for the company this year was the APTEL judgement on tariff determination that covers the period from the date of commissioning of our Cogen plant in 2012. Significantly, APTEL has ruled on all the key issues contested in our favour. The judgement in principle has unequivocally settled the underlying principles of cost computation and consequent tariff determination, besides commensurate compensation for delayed payment. It is now remanded to TNERC for passing consequential orders. Additional revenue expected to arise from this judgement based on the best estimates of management has been duly recognized in accord with applicable accounting standards and due disclosures made in the financial statements.

Tax Litigation

The company during the year received favourable ruling from the High Court of Madras on its entitlement for purchase tax incentive that is traceable to the establishment of the sugar mill in 1984. The contentious issue travelled through multiple layers of legal fora for more than three decades, including the Hon'ble Supreme

Court. The company is currently following up with the State tax officials for early grant of refund of the purchase tax paid under protest.

The company during the year has come to encounter transfer pricing challenge in reckoning eligible profits for tax exemption in respect of its Cogen operations. The methodology chosen by the Tax Department, in the view of company, is legally untenable that is potent to nullify the tax benefits in entirety for all the years. It is taking effective steps to legally contest the case. It has concurrently ensured to create additional and adequate tax provision in the current year to take care of the contingency and eventual exigencies, if any.

Corporate

Riding on higher production and sale and ignited by improved sugar recovery, PBIDT for the year recorded 32% rise. In turn, profit before exceptional item shot up by 38%. Significantly, both sugar and Cogen segments posted positive and stronger performance. The exceptional phenomenon of current year has been the phenomenal contribution from ' exceptional income ' arising out of judicial pronouncement on the electricity tariff issue. Indeed, the share of exceptional gains for the year has been singularly larger than the combined profits from Sugar and Cogen business for the whole year ' s operation. In the end, both PBT and PAT for the year have scorchingly scaled to an all-time peak.

Outlook for FY 2026-27

Weather agencies have forecast below par Southwest monsoon for 2026. Water storage in Mettur reservoir that considerably caters to our command area of cane crop is well below last year level. As a result, farmers have turned circumspect and are loathe to venture into fresh cane planting. In contrast to the welcome rise in cane planting witnessed in the first four months of season, there has been woeful decline since Feb ' 26. The company has been taking concerted efforts to motivate and win back farmers ' interest in cane through extension of munificentsubsidies and myriad of support measures. The company ' s production outlook for 2026-27 is for now marked by climate challenge and marred by perceived pressures in cane availability.

Sugar industry at large is in dire need of better cane varieties that promise higher yield and sucrose content besides being pest resistant. It is all the more necessary for our State of Tamil Nadu that for too long has been lamentably languishing under low capacity use and dismal sugar recovery rates. Historically, emergence of a new cane variety involves an elongated R&D process encompassing extended lab and field trials. Efforts are now on to cut down and compress the time for this development cycle. ISMA has initiated steps for collaborative research in cane with institutions of repute in Brazil and China. SISMA-TN on its part has partnered with ICAR-SBI for close to 10 years, pursuing with zest and zeal its Sweet Bloom Project, though tangible results remain enigmatically elusive for now. All out efforts by the industry should in due course yield desired outcome.

In overall reckoning, the company foresees persistent pressure on sugarcane availability but it is equally confident that the impending adversity could be contained within limits. There is no denying that exceptional income by its very nature and definition may not be expected to recur, that too on the scale we have seen this year. Sugar prices may stage a smart recovery, given the likely demand supply equilibrium but its effect could be eclipsed by the ever increasing cost of cane.

The company on its part would steadfastly stay focussed on cost optimisation and operational excellence. Together with its strong fundamentals, it is well placed to weather the storms and stay on course.

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 of the company is contained in the ' Management Discussion and Analysis Report ' that forms an integral part of this Report (Annx-1) .

Corporate Governance

Pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI-LODR), Corporate Governance Report together with the certificate from the the compliance of conditions of Corporate Governance is given in Annx-2 . The Corporate Governance Report also includes contents and disclosures required under

Section 134(3) of the Companies Act, 2013 at relevant places that forms an integral part of this report.

Disclosures / Confirmation

In deference to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, disclosures / confirmation are made as below:

(i) Annual Return

A copy of annual return for FY 2024-25 has been placed on the website of the company www.ponnisugars.com and it will be done for FY 2025-26 after conclusion of the

30th AGM.

(ii) Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act,2013

(the Act) with respect to the Directors Responsibility

Statement, your Board confirms that:

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

(b) 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 at the end of the financial year and of the profit of the company for that period; (c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; (e) the directors have laid down internal financial controls to be followed by the company and the said internal financial controls are adequate and were operating effectively; and (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating company ' s auditors confirming effectively.

(iii) Particulars of Loans, Guarantees or Investments

The company did not give any Loan or Guarantee or provide any security or make investment covered under Section 186 of the Companies Act, 2013 during the year.

(iv) Particulars of contracts or arrangements with Related Party

The Corporate Governance Report contains relevant details on the nature of Related Party Transactions (RPTs) and the policy formulated by the Board on Material RPTs.

Particulars of contracts or arrangements with related parties referred in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the

Companies (Accounts) Rules, 2014 in E-Form AOC-2 is given in Annx-3 .

(v) 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 31st March 2026 to the date of this report.

(vi) Conservation of Energy etc.

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)

Rules, 2014 is given in Annx-4 .

(vii) Corporate Social Responsibility (CSR)

The company is covered under the mandate of Section 135 of the Companies Act, 2013 for FY 2025-26. The CSR report in the prescribed form is given in Annx-5 that forms part of this report.

(viii) Public deposit

The company does not accept public deposits and there is no amount outstanding at the beginning or end of the year.

(ix) Adverse orders

No significant or material regulators or courts or tribunals impacting the going concern status of the company and the company ' s operations in future.

(x) Adequacy of Internal Financial Control with reference to financial statements

1) The company maintains all its records in ERP system developed in-house and the work flow and approvals are routed through this system.

2) The company has laid down adequate systems and well-drawn procedures for ensuring internal financial controls. It has appointed an external audit firm as internal auditors for periodically checking and monitoring the internal control measures.

3) Internal auditors are present at the Audit Committee meetings where internal audit reports are discussed alongside of management comments and the final observation of the internal auditor.

4) The Board of Directors have adopted various policies like Related Party Transactions Policy and Whistle Blower Policy and put in place budgetary control and monitoring measures for ensuring the orderly and efficient conduct of the business of the company, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(xi) Insolvency and Bankruptcy Code, 2016

No application has been made or proceeding pending under the Insolvency and Bankruptcy Code 2016 in respect of the company.

(xii) One Time Settlement (OTS)

The company has done no OTS with Banks or Financial Institutions

(xiii) Particulars of Employees

The Statement of Disclosure of Remuneration under Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 ('Rules') is appended as Annx-6 to this Report.

(xiv) Maternity Benefit Act, 1961 has been passed by the

The requirement of providing benefit to woman under Maternity Benefit Act, 1961 has not arisen during the year.

(xv)Frauds

No Frauds have been reported by the Auditors during the year under Section 143 (12) of the Companies Act, 2013.

Directors and KMPs

At the 29th Annual General Meeting of company, shareholders through special resolution reappointed Mrs Bharti Chhotubhai Pithawalla (DIN: 00341382), as a director of company liable to retire by rotation.

Mr Ramanathan Narayanan (DIN: 00001033) has been reappointed as Managing Director of the company for a further tenure of 3 years from 01.04.2026 by the Board of Directors of the company at their meeting held on

20th February 2026. Shareholders in turn approved the reappointment of Managing Director and the terms thereof vide special resolution passed through postal ballot on 27.03.2026.

Other than above, no other director or key managerial personnel was appointed or resigned during the year.

Mr.N.Gopala Ratnam (DIN:00001945) retires by rotation at the ensuing 30th Annual General Meeting and being eligible, offers himself for reappointment that would be through Special Resolution. Due disclosure and rationale for reappointment are furnished in the statement pursuant to Section 102(1) of the Companies Act, 2013 attached to the AGM Notice.

Auditors

M/s S Viswanathan LLP (Firm Regn.No.004770S/

S200025) were appointed as statutory auditors for the second term of five years in the 26th AGM held on

20.07.2022. Accordingly, their term will expire at the conclusion of the 31st AGM.

Particulars of statutory auditors, cost auditors, internal auditors and the secretarial auditors have been given in the Corporate Governance Report that forms an integral part of this report. Secretarial Audit Report as required by Section 204(1) of the Companies Act, 2013 is attached

(Annx-7).

Acknowledgement

Your directors wish to thank the Central and State

Governments, Banks, customers and suppliers for their unequivocal understanding and support. Your directors further wish to thank sugarcane farmers for their committed support and continuing supply of sugarcane braving weather and other challenges.

The Board wish to place on record the credible contribution of its employees all through the year and its valued shareholders for their steadfast support.