Directors Report of Vishwaraj Sugar Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present the 30th Annual Report of
your Company together with the Audited Financial Statements for
the financial year ended March 31, 2025.

Results of Operation and the State of Company''s Affairs

The Company has a cane crushing capacity of 11000 TCD, ethanol
production capacity of 100 KLPD and power generation capacity
of 36.4 MW. The ethanol production capacity is increased to 250
KLPD and will commence from November 2025.

During the year under review, the Company crushed 7,44,743.38
MT of sugarcane and produced 5,52,900 quintals of sugar,
produced 20812.38 kilo liters of ethanol and generated
7,81,33,800 KWh of power. Out of the power generated

4,91,05,800 KWh was exported and the balance was consumed
by the Company.

The Company''s revenue from operations stood at Rs. 46,154.96
Lakhs for the year ended March 31, 2025 as against Rs. 52,220.51
Lakhs for the previous year. The EBITDA for the year under review
stood at Rs. 1,931.58 Lakhs as compared to Rs. 6,868.51 Lakhs for
the previous year. The Company incurred a Loss of Rs. 3,702.33
Lakhs after tax expenses as compared to Profit of Rs. 1,449.78 Lakhs
for the previous year. There is no change in the nature of business
of the Company.

Financial Summary and Highlights

The Company''s Financial Performance for the financial year ended
on March 31, 2025 under review along with previous year figures
are given hereunder:

Â° Dc n oL''Kc\

Particulars	2024-25	2023-24
Revenue from operations Other Income	45,391.89 763.07	54,970.30 250.21
Total	46,154.96	55,220.51
Profit/(Loss) before Finance Cost, Depreciation & Amortization	1,931.58	6,868.52
Depreciation & Amortization expense	1,611.28	1,590.54
Finance cost	3,426.97	3,049.62
Profit Before Exceptional and Extraordinary items	(3,106.67)	2,228.36
Exceptional and Extraordinary items	-	-
Profit/(Loss) before tax	(3,106.67)	2,228.36
Provision for Current Tax	-	630.08
Deferred Tax	595.66	148.50
Short and excess provisions for earlier year	-	-
Net Profit/(Loss) After Tax	(3,702.33)	1,449.78
Profit/(Loss) brought forward	19,986.16	18,911.94
Profit Available for appropriation	16,283.83	20,361.72
Transferred to General Reserve	-	-
Interim Dividend Paid	-	-
Dividend Recommended @ of Re 0.20 per equity share of Rs. 2/- each	-	375.56
Profit/(Loss) retained in Profit & Loss Account	16,283.83	19,986.16
Basic & diluted Earnings per Share (Rs.)	(1.74)	0.78

Transfer to Reserves

In view of the losses incurred, the Company did not transfer any
amount to the reserves.

Dividend

In view of the losses incurred during the year, the Board of Directors
did not recommend any dividend for the year ended March 31,
2025.

The Dividend Distribution Policy of the Company is available on
the Company''s website at www.vsil.co.in under the head ''Investors''
- ''Policies''.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(2)(e) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 is presented separately and forms part of this Report.

Corporate Governance

Your Company is committed to maintain highest standards
of Corporate Governance and adhere to Corporate Governance
requirements set out by the Securities and Exchange Board of
India.

The Report on Corporate Governance as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
forms an integral part of this Report. The requisite certificate from
the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is attached to the Report on
Corporate Governance.

Business Responsibility Report

SEBI, vide its Circular dated May 10, 2021, made Business
Responsibility and Sustainability Report mandatory for the top
1,000 listed companies (by market capitalization) from fiscal 2023.
Since the provision of the Regulation 34 (f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are
not applicable for the year ended March 31, 2025, based on market
capitalization, the Business Responsibility and Sustainability Report
is therefore not given.

Credit Rating

During the year under review ICRA Limited has given credit ratings
as [ICRA] BB (Stable) for the financial facilities availed by the
Company in the form of Long-Term Fund Based Cash Credit & Term
Loan and Unallocated Limits.

Contracts and Arrangements with Related Parties

All contracts and arrangements with related parties that were
entered in to during the financial year 2024-25 were on an arm''s
length basis and were in the ordinary course of business.

All related party transactions were placed before the Audit
Committee for approval/omnibus approval as per the Company''s
policy on related party transactions. Prior omnibus approval of
the Audit Committee is obtained for the transactions which are of
foreseen and repetitive nature on yearly basis. A statement giving
details of all related party transactions is placed before the Audit
Committee for their approval.

During the year under review, there are no materially significant
related party transactions that may have potential conflict with
interest of the Company at large.

Since the Company has not entered in to any contracts or
arrangements or transactions which are not at arm''s length basis
with related parties so also material contracts, arrangement or
transactions with related parties, the disclosure of particulars pursuant
to section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is therefore not made.

However, the details of the related party transactions entered in
to during the year are given under Note No. 32 of the Financial
Statements forming part of this Annual Report.

Internal Financial Control

The internal control systems are commensurate with the nature
of business and the size and complexity of operations of the
Company. The Audit Committee periodically evaluates the
adequacy and effectiveness of the Company''s internal financial
control systems and monitors the implementation of
recommendations made by the Committee.

The Auditors of the Company have also opined that "the Company
has in all material respects an adequate internal financial control
systems over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31,
2025". Further certificate of compliance from the Whole-Time
Director and Chief Financial Officer annexed to this report confirms
the adequacy of the internal control systems and procedures of
the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retire by Rotation

In accordance with the provisions of the Companies Act, 2013,
Mr. Nikhil Katti, Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible
has offered himself for re-appointment. The Retiring Director has
confirmed that, he is not disqualified under sub-section (2) of
Section 164 of the Act and is eligible for re-appointment as Director
of the Company, by filing Form DIR 8 with the Company.

Whole-Time Directors

The Board consists of four Whole-Time Directors viz. Mr. Nikhil
Katti - Managing Director and Mr. Kush Katti, Mrs. Sneha Nitin Dev,
Mr. Mallikarjun Kadayya Pujar as Whole-Time Directors.

The Board of Directors on the recommendation of the Nomination
and Remuneration Committee appointed Mr. Mallikarjun Kadayya
Pujar as Additional Director with effect from July 16, 2025 to hold
office up to the ensuing annual general meeting of the Company.
Subject to the approval of the members of the Company, the Board
appointed Mr. Mallikarjun Kadayya Pujar as Whole-Time Director
of the Company.

Mr. Mallikarjun Pujar, was holding the position of Director of the
Company from 2011 to 2019. He is associated with the Company
since inception. Taking into consideration his experience and long
association with the Company he is appointed on the Board of the
Company. He has knowledge in the field of agriculture, cane
development, technical and management field.

The Board has recommended to this meeting appointment of Mr.
Mallikarjun Kadayya Pujar as Director under section 161 of the
Companies Act, 2013 to hold office as Whole-Time Director for a
period of three years with effect from July 16, 2025.

The term of office of Mrs. Sneha Nitin Dev as Whole-Time Director
will be ending on October 14, 2025. Taking in to consideration her
qualification, varied experience in the industry, rich knowledge,
past performance and the benefit that can be derived by the
Company, the Board of Directors on the recommendation of the
Nomination and Remuneration Committee re-appointed Mrs.
Sneha Nitin Dev as Whole-Time Director of the Company for a
further period of three years with effect from October 15, 2025.
Her appointment is subject to the approval of the members in the
ensuing Annual General Meeting of the Company.

Independent Directors

The Independent Directors possess the requisite skills, experience
and knowledge and their qualification and experience was suitable

for the Company and the Board derives immense value from their
guidance and work experience.

The present Board consists of four Independent Directors viz. Mr.
Shivanand Tubachi, Mr. Basavaraj Hagargi, Mrs. Pratibha Munnoli
and Mr. Vishnukumar Kulkarni.

The first term of five consecutive years as Independent Director
of Mr. Vishnukumar Kulkarni ended on July 16, 2025. Taking in to
consideration his high qualification, varied experience in the
industry, rich knowledge, past performance and the benefit that
can be derived by the Company, the Board of Directors on the
recommendation of the Nomination and Remuneration Committee
re-appointed Mr. Vishnukumar Kulkarni as Independent Director
of the Company for the second term of five consecutive years with
effect from July 17, 2025. He shall not be liable to retire by rotation.
His appointment is subject to the approval of the members in the
ensuing Annual General Meeting of the Company.

Accordingly, the Board has recommended for his appointment at
the ensuing Annual General Meeting.

The Company has received declarations from all the Independent
Directors of the Company confirming that, they meet the criteria
of independence as provided in Section 149(6) of the Act and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There has been no change in
the circumstances affecting their status as Independent Directors.

Regarding proficiency, in terms of the regulatory requirements
providing for establishment of an online database of Independent
Directors by Indian Institute of Corporate Affairs, all the Independent
Directors of the Company have enrolled their names in the said
database.

Key Managerial Personnel

In addition to the Executive Directors, Mr. Sheshagiri Kulkarni -
Chief Financial Officer and Ms. Priya Dedhia - Company Secretary,
are the Key Managerial Personnel of the Company.

Resignation of Director

Mr. Mukesh Kumar, Whole-Time Director designated as Executive
Director of the Company tendered his resignation on health
grounds and the resignation was effective from the close of
business hours of June 30, 2025. He also confirmed that there is
no other material reason for his resignation, other than those
provided in his resignation letter.

Directors'' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the
directors would like to state that:

i) In the preparation of the annual accounts, the applicable
accounting standards (Ind AS) have been followed along with
proper explanation relating to material departures.

ii) The directors have selected such accounting policies and
applied them consistently and made judgments and
estimates that were 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 or loss of the
Company for that period.

iii) 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.

iv) The directors have prepared the annual accounts on a going
concern basis.

v) 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.

vi) The directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such system was adequate and operating effectively.

Board Evaluation

The Company has a policy for performance evaluation of the Board,
Committees and other individual Directors (including Independent
Directors) which include criteria for performance evaluation of
Non-Executive Directors and Executive Directors.

In accordance to Section 178(2) of the Companies Act, 2013, the
Nomination and Remuneration Committee of the Board carried
out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of
the Act and SEBI Listing Regulations. The performance of the Board
was evaluated by the Board after seeking inputs from all the
Directors on the basis of criteria such as the board composition
and structure, effectiveness of board processes, information and
functioning, etc.

Pursuant to the provisions of Schedule IV to the Companies Act,
2013 and Regulation 17(10) of the Listing Regulations the Board
evaluated performance of Independent Directors. The
Independent Directors in a separate meeting reviewed the
performance of Non-Independent Directors, performance of the
Board as a whole and the performance of the Chairman.

The performance of the committees was evaluated by the board
after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of
committee meetings, etc.

Statutory Auditors & Auditors Report

M/s. P. G. Ghali & Co., Chartered Accountants, is appointed as
Statutory Auditors of the Company, in the 27th Annual General
Meeting, to hold office till the conclusion of 32nd Annual General
Meeting of the Company to be held in the year 2027.

The Auditors Report to the shareholder for the year ended March
31, 2025 does not contain any qualification, reservation or adverse
remark and therefore does not call for any explanation or
comments.

The Auditors have reported in the Annexure to their Report that,
"Some of the properties are being held by way of general power
of attorney in the name of Mr. Mallikarjun Kadayya Pujar".

It is hereby clarified that the Company has authorized Mr.
Mallikarjun Kadayya Pujar to execute the deeds of sale in respect
of the said properties, on behalf of the Company. The deeds of
sale are in the process of completion. The delay in executing the
sale deeds is occurring due to technical issues.

The Auditors have commented that the Company has not spent
the CSR amount during the year 2024-25. The Board''s explanation
for the same is as under:

The Company was required to spend Rs. 34.14 lakhs in pursuance
of its Corporate Social Responsibility Policy during the financial
2024-25. The Board desires to spend the said amount in the rural
area where the Sugar Manufacturing Unit of the Company is
situated. The Board could not spend the said amount in the
financial year 2024-25 as no such activity was foreseen to be
undertaken in the area coupled with the financial crunch faced
by the Company. However, the Company shall transfer the
unspent amount of Rs. 34.14 lakhs to a special account in a
scheduled bank called Vishwaraj Sugar Industries Limited
Unspent Corporate Social Responsibility Account and the
Company will ensure to spend in pursuance of its obligation
towards Corporate Social Responsibility Policy within a period
of 3 financial years from the date of transfer.

Secretarial Auditors and their Report

The Board of Directors appointed Mrs. Vinita D. Modak, Practicing
Company Secretary, to conduct Secretarial Audit for the financial
year 2024-25.

Pursuant to SEBI Circular dated February 8, 2019, in addition to the
Secretarial Audit Report as mentioned above, the Company has
obtained Secretarial Compliance Report from Mrs. Vinita D. Modak,
Practicing Company Secretary, for the year ended March 31, 2025.
A copy of the Secretarial Compliance Report so obtained, is filed
with the BSE Limited and National Stock Exchange of India Limited.

The Secretarial Audit Report and the Secretarial Compliance Report
do not contain any qualification, reservation and adverse remark
except non-spending of CSR amount during the year 2024-25. The
Board''s explanation for the same is provided in the above
paragraphs of the Statutory Auditors & Auditors Report.

The Secretarial Audit Report for the financial year ended
March 31, 2025 is annexed and forms part of this Report as
ANNEXURE - I.

Pursuant to Regulation 24A of SEBI Listing Regulations with effect
from April 1, 2025, every listed entity shall appoint a Peer Reviewed
Company Secretary or a Firm of Company Secretary(ies) as
Secretarial Auditor on the basis of recommendation of the Board
of Directors of the Company. Accordingly, the Board of Directors
at its meeting held on August 9, 2025 has, considering the
experience and expertise and on the recommendation of the Audit
Committee, recommended to the members, appointment of Mrs.
Vinita D. Modak, Practicing Company Secretary (ACS No.: 23151,
C.P. No.: 8258), as Secretarial Auditor of the Company for a term
of 5 (five) consecutive financial years commencing from the
financial year 2025-26 to the financial year 2029-30, at such fees
as may be determined by the Board of Directors of the Company,
from time to time.

Cost Records and Cost Audit

Pursuant to the provisions of Section 148(1) of the Companies Act,

2013 read with the Companies (Cost Records and Audit) Rules,

2014 the Company has made and maintained cost accounts and
records for the financial year ended March 31, 2025.

As recommended by the Audit Committee, the Board has
appointed M/s. S. K. Tikare & Co. Cost Accountants, as Cost
Auditors to conduct cost audit of the records maintained by the
Company for the financial year 2025-26.

In accordance with the provisions of Section 148 of the Act read
with the Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditors has to be ratified by
the shareholders of the Company. Accordingly, consent of the
members is sought for ratification of the remuneration payable to
the Cost Auditors for the financial year 2025-26, at this Annual
General Meeting.

DISCLOSURES
Audit Committee

The Audit Committee comprises of two Independent Directors
namely Mr. Shivanand Tubachi and Mr. Vishnukumar Kulkarni and
one Whole-Time Director Mr. Kush Katti. Mr. Shivanand Tubachi is
the Chairman of the Committee. Terms of reference and powers
of the Committee is provided in the Corporate Governance Report
annexed to this Report. All the recommendations made by the
Audit Committee were accepted by the Board. The number and
dates of the meetings held during the financial year 2024-25 are
provided in the Corporate Governance Report.

Nomination and Remuneration Committee

The Committee comprises of three Independent Directors
namely Mr. Basavaraj Hagargi, Mrs. Pratibha Munnolli and
Mr. Vishnukumar Kulkarni. Mr. Basavaraj Hagargi is the Chairman
of the Committee. Terms of reference and powers of the
Committee is provided in the Corporate Governance Report
annexed to this Report. The policy for selection of Directors and
determining Director''s independence and policy relating to the
remuneration of Directors, Key Managerial Personnel and other
employees may be accessed on the Company''s website
www.vsil.co.in. The salient features of the policies are annexed to
this Report as ANNEXURE - II. The number and dates of the
meetings held during the financial year 2024-25 are provided in
the Corporate Governance Report.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was reconstituted
by the Board of Directors of the Company on June 22, 2024 in
view of resignation of Mr. Ramesh Katti from the office of Director.
The reconstituted Committee consists of Mr. Vishnukumar
Kulkarni, Mr. Kush Katti and Mrs. Pratibha Munnolli. Mr.
Vishnukumar Kulkarni is the Chairman of the said Committee. The
Annual Report on CSR pursuant to Rule 8 containing particulars
specified in Annexure II to the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is attached to this Report as
ANNEXURE - III.

Stakeholder Relationship Committee

The Committee comprises of three Directors namely Mr. Shivanand
Tubachi, Mr. Nikhil Katti and Mrs. Sneha Nitin Dev. Terms of
Reference and Powers of the Committee is provided in the
Corporate Governance Report annexed to this Report.

Risk Management

Your Company has framed, developed and implemented Risk
Management Plan, pursuant to the requirements of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Committee consists of the
following directors'' viz. Mr. Vishnukumar Kulkarni (Chairman), Mrs.
Pratibha Munnolli and Mrs. Sneha Nitin Dev. Mr. Mukesh Kumar
who was one of the members of the Committee vacated his office
due to resignation, with effect from June 30, 2025.

The Committee is responsible for monitoring and reviewing the
risk management plan and ensuring its effectiveness. The Audit
Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses and
functions are systematically addressed through mitigating actions
on a continuing basis.

In the opinion of the Committee there is no element of risk which
may threaten the existence of the Company. The number and dates
of the meetings held during the financial year 2024-25 are provided
in the Corporate Governance Report.

Vigil Mechanism

The Company has formulated a Vigil Mechanism for directors and
employees to report their genuine concerns or grievances pursuant
to Section 177(9) of the Companies Act, 2013 and Regulation 22
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Audit Committee oversees the Vigil
Mechanism. The Vigil Mechanism provides for adequate
safeguards against victimization of director(s), employee(s) or any
other person who avail the mechanism and also provide for direct
access to the Chairperson of the Audit Committee in appropriate
and exceptional cases. The policy on Vigil Mechanism may be
accessed on the Company''s website www.vsil.co.in.

Internal Complaints Committee

The Company has constituted a committee by name Internal
Complaints Committee, in compliance with Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules,
2014. The said Committee is constituted to consider and resolve
all sexual harassment complaints reported by women employees.
During the year under review the Company did not receive any
such complaint.

Meetings of the Board

The Board of Directors met eleven times during the year under
review. Details of the meetings of the Board of Directors held are
given in the report on Corporate Governance, which forms part of
this report. The maximum interval between any two meetings did

not exceed 120 days, as prescribed under the Companies Act, 2013
and SEBI Listing (Obligations and Disclosure Requirements)
Regulations, 2015.

Web link of Annual Return

Copy of the Annual Return will be placed on the website of the
Company at www.vsil.co.in, pursuant to Section 92 (3) of the
Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

During the year under review the Company has not granted any
loans and not made any investments, given guarantees and
provided securities covered under section 185 and I86 of the
Companies Act, 2013.

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

Particulars with respect to Conservation of Energy and Technology
Absorption pursuant to Rule 8(3) A and 8(3) B of the Companies
(Accounts) Rules, 2014 are provided as under:

A. Conservation of Energy

i) The steps taken or impact on conservation of energy:
The Company has been continuously updating modern
technology for energy conservation, like usage of
Variable Frequency Drives, IE Three Motors, etc. and
added automation in sugar boiling house there
reducing the consumption of energy as well as other
consumables like lime and sulphur. The steam
consumption in the boiling house is amongst the
lowest in the sugar industry in the Country.

ii) The steps taken by the company for utilizing alternate
sources of energy: The Company has been generating
power from renewable sources (bagasse) and
consuming captively and exporting the surplus to the
grid.

iii) The capital investment on energy conservation
equipment: During the year under review, the
Company did not make any capital investment on
energy conservation equipment. However, some
revenue expenditure was incurred.

B. Technology Absorption

i) The efforts made towards technology absorption: The
Company has been upgrading its sugar processing
technology and during the year the Company has
developed the technology to manufacture bacteria-
free sugar.

ii) The benefits derived like product improvement, cost
reduction, product development or import
substitution: The quality of the sugar has improved to
a greater extent and there has been improvement in
the sugar recovery also.

iii) In case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year): No new imported technology was
introduced.

a) The details of technology imported: NIL

b) The year of import: NIL

c) Whether the technology been fully absorbed: Not
Applicable

d) If not fully absorbed, areas where absorption has
not taken place, and the reasons thereof: Not
Applicable

iv) The expenditure incurred on Research and
Development: NIL

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows
during the year and the Foreign Exchange outgo during the
year in terms of actual outflows is as under:

â¢ Foreign Exchange Earnings: NIL

â¢ Foreign Exchange Outgo: Rs. 160.06 Lakhs.

Particulars of Employees and Related Disclosures

Disclosures pertaining remuneration and other details as required
under Section 197 (12) of the Companies Act, 2013 read with
Rules 5(1) of the Companies (Appointment and Remuneration
of Management Personnel) Rules, 2014 are provided in
ANNEXURE - IV.

The relations between the management and the staff remained
cordial during the period under review.

There is no employee who was employed throughout the financial
year 2024-25, drawing remuneration which in aggregate was not
less than Rupees One Crore and Two Lakhs per annum.

There was no employee employed for part of the financial year
2024-25, drawing remuneration at the rate which in aggregate was
not less than Rupees Eight Lakhs and Fifty Thousand per month.

Qualified Institutional Placement

The Board of Directors of your Company with a view to capitalize
on available growth opportunities and to evaluate avenues for
organic and inorganic growth and expansion plan of the Company,
investment in future operations and to enhance financial resources,
including the long - term working capital, explored various options
to manage resources more efficiently decided to raise additional
funds by way of issuance of equity shares of the Company by way
of Qualified Institutions Placement. Accordingly, the Company
obtained approval of the members at the Extraordinary General
Meeting held on June 10, 2024.

During the year under review the Company raised an amount of
Rs. 49.99 Crores by issue of 3,00,47,700 equity shares of the face
value of Rs. 2/- each at a premium of Rs. 14.64 per share, through
Qualified Institutional Placement.

Increase in the Capital of the Company

The authorised share capital of the Company has been increased
and accordingly altered the Capital Clause V of the Memorandum
of Association of the Company. The increased Authorized Share
Capital of the Company is Rs. 1,250,000,000 (Rupees One Hindered
Twenty-Five Crores only) divided in to 62,50,00,000 (Rupees Sixty-
Two Crores and Fifty Lakhs only) equity shares of the face value of
Rs. 2.00 (Rupees Two only) each.

The issued, subscribed and paid-up equity share capital of the
Company has been increased from Rs. 3,755.60 Lakhs to Rs.
4,356.55 Lakhs. The said increase was due to issue of equity shares
through Qualified Institutional Placement during the year.

Secretarial Standards

During the year under review, your company has complied with
the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

General

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items 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 Directors
and employees of the Company under any scheme.

c. Details relating to employee''s stock option scheme.

d. Revision of financial statement or Board''s report.

e. Buyback of shares.

f. The Company does not have scheme for provision of money
for purchase of its own shares by employees or by trustee
for the benefit of employees.

g. Purchase by Company of its own shares or giving of loans
for such purchase.

h. There is no change in the nature of business of the Company.

i. There is no material change or commitment affecting the
financial position of the Company, occurred between the end
of the financial year and the date of this report.

j. The Company has not accepted deposits within the meaning
of Section 73 or Section 76 of the Companies Act, 2013.

k. No remuneration was paid to Non-Executive Directors except
sitting fees.

l. No significant and material order is passed by the Regulators
or Courts or Tribunals impacting the going concern status
and Company''s operations in future.

m. No fraud has been reported by the Auditors to the Audit
Committee of the Board.

n. No case of child labour, forced labour, involuntary labour,
sexual harassment and discriminatory employment was
reported in the financial year 2024-25.

o. There was no Subsidiary, Associate or Joint Venture of the
Company during the financial year under review.

p. Shares held in trust for the benefit of employees.

q. Issue of debentures/warrants.

r. Transfer to Investor Education and Protection Fund (IEPF).

s. Disclosure about the application made or any proceeding
pending under the Insolvency and Bankruptcy Code (IBC),
2016 during the year along with their status as at the end of
the financial year.

t. Disclosure about the difference between the amounts of the
valuation executed 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.

Acknowledgements

The Directors wish to place on record their appreciation to the
wholehearted help and co-operation the Company has received
from the business associates, partners, vendors, clients,
government authorities, and bankers of the Company.

The relations between the management and the staff were cordial
during the period under review.

The Company also wishes to put on record its appreciation for the
work done by the staff. Your Directors appreciate and value the
trust imposed upon them by the members of the Company.

By Order of the Board of Directors

For Vishwaraj Sugar Industries Limited

Sd/-
Nikhil Katti

Managing Director
DIN:02505734
341, Town: Bellad-Bagewadi, Taluk: Hukkeri,

Place: Bellad-Bagewadi Dist. Belagavi-591305, Karnataka, India.

Date: August 9, 2025

Mar 31, 2024

Your Directors are pleased to present the Twenty-Ninth Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

Results of Operation and the State of Company''s Affairs

The Company has a cane crushing capacity of 11000 TCD, ethanol production capacity of 100 Kilo Liters and power generation capacity of 36.40 kWh.

During the year under review, the Company crushed 9,57,644.59 MT of sugarcane and produced 8,70,975 quintals of sugar, produced 29,440.10 kilo liters of ethanol and generated 11,53,87,600 KWh of power. Out of the power generated 7,51,63,350 KWh was exported and the balance was consumed by the Company.

The Company received total income of Rs. 55,220.51 Lakhs for the year ended March 31, 2024 as against Rs. 61,935.49 Lakhs for the previous year. The EBITDA for the year under review stood at Rs. 6,868.51 Lakhs as compared to Rs. 6,906.05 Lakhs for the previous year. The Company has earned a Net profit of Rs. 1,456.95 lakhs after tax expenses as compared to loss of Rs. 2,323.36 Lakhs for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.

Financial Summary and Highlights

The Company''s Financial Performance for the financial year ended on March 31, 2024 under review along with previous year figures are given hereunder:

Particulars	2023-24	2022-23
Revenue from operations	54,970.30	61,649.49
Other Income	250.21	286.47
Total	55,220.51	61,935.96
Profit/(Loss) before Finance Cost, Depreciation & Amortization	6,868.51	6,906.05
Depreciation & Amortization expense	1,590.54	1,597.69
Finance cost	3,049.61	2,753.65
Profit Before Exceptional and Extraordinary items	2,228.36	2,554.71
Exceptional and Extraordinary items	0.00	0.00
Profit/(Loss) before tax	2,228.36	2,554.71
Provision for Current Tax	630.08	376.93
Deferred Tax	148.51	4,869.81
Short and excess provisions for earlier year	0.00	-347.44
Net Profit/(Loss) After Tax	1,449.78	(2,344.59)
Profit/(Loss) brought forward	18,911.94	21,444.31
Profit Available for appropriation	20,361.72	19,099.72
Transferred to General Reserve	0.00	0.00
Interim Dividend Paid	0.00	187.78
Dividend Recommended @ of Re 0.20 per equity share of Rs. 2/- each	375.56	0.00
Profit/(Loss) retained in Profit & Loss Account	19,986.16	18,911.94
Basic & diluted Earnings per Share (Rs.)	0.78	-1.24

Transfer to Reserves

The Company has not transferred any amount to the reserves separately but retained the profit in the profit and loss account.

Dividend

The Board of Directors of the Company recommended final dividend of Rs 0.20 per equity share of the face value of Rs. 2/- each, i.e. 10%, involving cash outflow, aggregating to Rs. 3,75,56,000/-(Rupees Three Crore Seventy Five Lakhs Fifty Six Thousand only) out of profits of the Company, for the financial year ended March 31, 2024, if approved by the members.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented separately and forms part of this Annual Report.

Corporate Governance

Your Company is committed to maintain highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by the Securities and Exchange Board of India.

The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility Report

SEBI, vide its Circular dated May 10, 2021, made Business Responsibility and Sustainability Report mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023. Since the provision of the Regulation 34 (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable for the year ended March 31, 2024, based on market capitalization, the Business Responsibility and Sustainability Report is therefore not given.

Credit Rating

During the year under review ICRA Limited has given credit ratings for the financial facilities as (1) Fund Based [ICRA] BB (Stable).

Contracts and Arrangements with Related Parties

All contracts and arrangements with related parties that were entered in to during the financial year 2023-24 were on an arm''s length basis and were in the ordinary course of business.

All related party transactions were placed before the Audit Committee for approval/omnibus approval as per the Company''s policy on related party transactions. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature on yearly basis. A statement giving details of all related party transactions is placed before the Audit Committee for their approval.

During the year under review, there are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

Since the Company has not entered in to any contracts or arrangements or transactions which are not at arm''s length basis with related parties so also material contracts, arrangement or transactions with related parties, the disclosure of particulars pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is therefore not made.

However, the details of the related party transactions entered in to during the year are given under Note No. 32 of the Financial Statements forming part of this Annual Report.

Internal Financial Control

The internal control systems are commensurate with the nature of business and the size and complexity of operations of the Company. The Audit Committee periodically evaluates the adequacy and effectiveness of the Company''s internal financial control systems and monitors the implementation of recommendations made by the Committee.

The Auditors of the Company have also opined that "the Company has in all material respects an adequate internal financial control systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024". Further certificate of compliance from the Executive Director and Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the Company.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mrs. Sneha Nitin Dev and Mr. Kush Katti, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. Both the Directors have confirmed that, they are not disqualified under sub- section (2) of Section 164 and are eligible for re-appointment as Directors of the Company, by filing Form DIR 8 with the Company.

Mr. Ramesh Katti and Mr. Surendra Khot tendered their resignations from the office of Directors of the Company with effect from June 10, 2024 and the Board of Directors of the Company took note of the same.

The term of office of Mr. Nikhil Katti as Managing Director and Mr. Kush Katti as Whole-Time Director ended on March 31, 2024 and June 29, 2024, respectively. The Board of Directors, on the recommendation of Nomination and Remuneration Committee reappointed Mr. Nikhil Katti as Managing Director and Mr. Kush Katti as Whole Time Director with effect from April 1, 2024 and June 30, 2024, respectively for a further period of three years, taking in to consideration their high qualification, varied experience in the industry, rich knowledge, past performance and the benefit that can be derived by the Company. Their appointments is subject to the approval of the members in the ensuing Annual General Meeting of the Company.

The Board of Directors appointed Mr. Nikhil Katti as Chairman of the Board w.e.f. June 22, 2024, until otherwise resolved, as Mr. Ramesh Katti, the previous Chairman, tendered his resignation from the office of director.

The Independent Directors of the Company Mr. Shivanand Tubachi, Mr. Basavaraj Hagargi, Mr. Surendra Khot, Mrs. Pratibha Munnoli and Mr. vishnukumar Kulkarni, have given declaration to the Company, that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. They have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

Other than Executive Directors, Mr. Sheshagiri Kulkarni - Chief Financial Officer and Ms. Priya Dedhia - Company Secretary, are the Key Managerial Personnel of the Company.

Directors'' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards (Ind AS) have been followed along with proper explanation relating to material departures.

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period.

(iii) 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.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) 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.

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

Board Evaluation

Pursuant to Section 178(2) of the Companies Act, 2013, Nomination and Remuneration Committee of the Board carried out an annual evaluation of every director''s performance. Pursuant to the provisions of Schedule IV to the Companies Act, 3013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Board evaluated the performance of Independent Directors. The Independent Directors in a separate meeting reviewed the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman.

Statutory Auditors & Auditors Report

M/s P. G. Ghali & Co., Chartered Accountants, is appointed as Statutory Auditors of the Company, in the 27^th Annual General Meeting, to hold office till the conclusion of 32^nd Annual General Meeting of the Company to be held in the year 2027.

The Auditors Report to the shareholder for the year ended March 31, 2024 does not contain any qualification, reservation or adverse remark and therefore does not call for any explanation or comments.

The Auditors have reported in the Annexure to their Report that, "Some of the properties are being held by way of general power of attorney in the name of Mr. Mallikarjun Kadayya Pujar".

It is hereby clarified that the Company has authorized Mr. Mallikarjun Kadayya Pujar to execute the deeds of sale in respect of the said properties, on behalf of the Company. The deeds of sale are in the process of completion.

The Auditors have commented that the Audit Trail implemented by the Company is not effective and satisfactory. The Board of Directors explain that the Company is in the process of strengthening the Audit Trail.

Secretarial Auditors and their Report

The Board of Directors appointed Mrs. Vinita D. Modak, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24.

Pursuant to SEBI Circular dated February 8, 2019, in addition to the Secretarial Audit Report as mentioned above, the Company has obtained Secretarial Compliance Report from Mrs. Vinita D. Modak, Practicing Company Secretary, for the year ended March 31, 2024. A copy of the Secretarial Compliance Report so obtained, is filed with the BSE Limited and National Stock Exchange of India Limited.

The Secretarial Audit Report and the Secretarial Compliance Report do not contain any qualification, reservation and adverse remark and therefore do not call for any explanation/comments.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed and forms part of this Report as ANNEXURE - I.

Cost Records and Cost Audit

Pursuant to the provisions of Section 148 (1) of the Companies Act, 2013, the Company has included cost records in its books of accounts as required by Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. Since Cost Audit is applicable, the Board of Directors of the Company appointed M/s. S. K. Tikare & Co. Cost Accountants, Belagavi to audit the cost records maintained for the year ended March 31, 2024.

The Board of Directors of the Company further appointed M/s. S. K. Tikare & Co. Cost Accountants, Belagavi as Cost Auditor, to audit the cost records of the Company for the year ended March 31, 2025, on the recommendation of the Audit Committee and approved remuneration as recommended by the Audit Committee, which is subject to ratification by the shareholders.

DISCLOSURES Audit Committee

The Audit Committee was reconstituted by the Board of Directors of the Company on June 22, 2024, in view of resignation of Mr. Ramesh Katti from the office of Director. The reconstituted Audit Committee comprises of two Independent Directors namely Mr. Shivanand Tubachi and Mr. Vishnukumar Kulkarni and one WholeTime Director Mr. Kush Katti. Mr. Shivanand Tubachi is the Chairman of the Committee. Terms of reference and powers of the Committee is provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee were accepted by the Board.