Regd. Office : 1212, Trichy Road Coimbatore - 641 018 Tamilnadu India Phone: 91 - 422 - 2204100 Fax : 2309999 (Sales) (Purchase) 2204233 (Accounts) E-Mail: [email protected] Website: CIN: Ll54211Zl983PLC001358

SEC/MAIL/2024

28.08.2024

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NSCOEDEISINNo.	ISGBANARU:INE459A01010:	--	BSCOEDEISINNo.	500041:INE9A4501010:

Dear Sirs,

Sub: Notice of AGM and Annual Report for the Financial Year 2023-24

With reference to the above, we are submitting herewith the 40th Annual Report of the company for Financial Year 2023-24 along with Notice of AGM. The 40th Annual General Meeting (AGM) of the company will be held on Monday, the 23rd September, 2024 at 4. 15 P.M through Video Conferencing (VC)/Other Audio Visual Means (OAVM).

The , Register of Members and Share Transfer Books of the company will remain closed from Tuesday, the 17th September, 2024 to Monday, the 23rd September, 2024 (both days inclusive);

The cut-off date for reckoning voting of the members is 16.09.2024 and remote e-voting will be available from 19.09.2024 (9.00 am) to 22.09.2024 (5.00 pm). Voting at the AGM also available through e-voting;

The company has engaged Central Depository Services (India) Limited (CDSL) for providing remote e-voting facility.

Please note that the soft copies of the Notice and Annual Report 2023-24 is being dispatched to the members of the company through e-mail and the same is also available on the website of the company at https://www.bannari.com/lnvestorlnformation.html

Kindly take the above information on your records.

Thanking you,

Yours faithfully, For BANNARI AMMAN SUGARS LIMITED PALANISWAMY Digitally signed by PALANISWAMY CHINNAPPAN DN: c=IN, o=Personal, postalCode=641045, st=Tamil Nadu, serialNumber=A3896C8F8745DF15DFA15B928631B1FF7233BC0AA95BD337A8E1CB

CHINNAPPAND187CA1EC0, cn=PALANISWAMY CHINNAPPAN Date: 2024.08.28 14:03:27 +05'30'

(C PALANISWAMY) COMPANY SECRETARY & COMPLIANCE OFFICER

Encl:

Notice to Shareholders

th NOTICE is hereby given that the FORTIETH (40 ) ANNUAL GENERAL MEETING of the members of BANNARI AMMAN SUGARS LIMITED ("the Company") will be held rd on Monday the 23 day of September 2024 at 4.15 PM (IST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") to transact the following business:

Ordinary Business

Adoption of Audited Financial Statements, Reports of the Board of Directors and Auditors thereon

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

RESOLVED that the audited financial statements of the company for the financial year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon as circulated to the members be and are hereby adopted.

2. Declaration of Dividend

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

RESOLVED that a dividend at the rate of 12.50 (Rupees twelve and paise fifty only) per equity share on 1,25,39,700 equity shares of 10/ each as recommended by the Board of Directors be and is hereby declared for the financial year ended March 31, 2024 and that the same be paid out of profits of the Company.

3. Appointment of Director who retires by rotation

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

RESOLVED that Sri B Saravanan, Director (DIN: 00002927) who retires by rotation and being eligible for re-appointment be and is hereby re-appointed as Director of the Company.

Special Business

Appointment of Sri C Devarajan (DIN: 00109836) as a Director and as an Independent Director

To consider and if thought fit to pass the following resolutions as Special Resolutions:

RESOLVED that Sri C Devarajan (DIN: 00109836) who was appointed as an Additional Director of rd the Company with effect from 23 August, 2024 by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee and who holds office upto the date of this Annual General Meeting of the Company under Section 161 of the Companies Act, 2013 ("the Act") and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Article 83 of the Articles of Association of the company, who is eligible and consented to act as a Director of the Company and in respect of whom the company has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of Director of the Company be and is hereby appointed as a Director of the Company.

("SEBI Listing Regulations") as amended from time to time, the appointment of Sri C Devarajan (DIN: 00109836) as Non-Executive Independent Director who meets the criteria for independence as provided in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the company, not liable to retire by rotation, for a term of five consecutive years i.e. from August 23, 2024 to August 22, 2029 (both days inclusive) be and is hereby approved.

Appointment of Sri M Rathinasamy (DIN:10391134) as a Director and as an Independent Director

To consider and if thought fit to pass the following resolutions as Special Resolutions:

R E S O LVED t h a t S ri M R a t h i n a s amy (DIN:10391134) who was appointed as an Additional Director of the Company with effect rd from 23 August, 2024 by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee and who holds office upto the date of this Annual General Meeting of the Company under Section 161 of the Companies Act, 2013 ("the Act") and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Article 83 of the Articles of Association of the company, who is eligible and consented to act as a Director of the Company and in respect of whom the company has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of Director of the Company be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER that pursuant to the provisions of Sections 149 (read with Schedule IV of the Companies Act, 2013), 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, Regulations 17, 25 and other applicable regulations if any of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended from time to time, the appointment of Sri M Rathinasamy (DIN:10391134) as Non-Executive Independent Director who meets the criteria for independence as provided in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the company, not liable to retire by rotation, for a term of five consecutive years i.e. from August 23, 2024 to August 22, 2029 (both days inclusive) be and is hereby approved.

Appointment of Sri M Ponnuswami (DIN: 00015847) as a Director and as an Independent Director

To consider and if thought fit to pass the following resolutions as Special Resolutions:

R E S O LVED t h a t S ri M P o n n u s w ami (DIN:00015847) who was appointed as an Additional Director of the Company with effect rd from 23 August, 2024 by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee and who holds office upto the date of this Annual General Meeting of the Company under Section 161 of the Companies Act, 2013 ("the Act") and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Article 83 of the Articles of Association of the company, who is eligible and consented to act as a Director of the Company and in respect of whom the company has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of Director of the Company be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER that pursuant to the provisions of Sections 149 (read with Schedule IV of the Companies Act, 2013), 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, Regulations 17, 17(1A), 25 and other applicable regulations if any of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended from time to time, the appointment of Sri M Ponnuswami (DIN:00015847) as Non-Executive Independent Director who meets the criteria for independence as provided in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the company, not liable to retire by rotation, for a term of five consecutive years i.e. from August 23, 2024 to August 22, 2029 (both days inclusive) be and is hereby approved.

Appointment of Sri M Bharathkumar (DIN: 10727631) as a Non-Executive Non-Independent Director

To consider and if thought fit to pass the following resolutions as an Ordinary Resolution:

RESOLVED that Sri M Bharathkumar (DIN: 10727631) who was appointed as an Additional Director of the Company with effect rd from 23 August, 2024 by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee and who holds office up to the date of this Annual General Meeting of the Company under Section 161 of the Companies Act, 2013 ("the Act") and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Article 83 of the Articles of Association of the company, who is eligible and consented to act as a Director of the Company and in respect of whom the company has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of Director of the Company be and is hereby appointed as a Director of the Company (Non-Executive Non-Independent) liable to retire by a rotation.

8. Ratification of Remuneration payable to Cost Auditor

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

RESOLVED that pursuant to Section 148 and other applicable provisions if any of the Companies Act 2013 and the Rules made thereunder the remuneration of ` 2,00,000/- (Rupees two lakhs only) (plus applicable GST and out of pocket expenses if any for purpose of audit) payable to Sri M Nagarajan (Membership No.F-6384) Cost Accountant as approved by the Board of Directors on recommendations of Audit Committee for conducting the audit of Cost Accounting Records of the company for the financial year ending st 31 March 2025 be and is hereby ratified.

Coimbatore 07.08.2024

By order of the Board C PALANISWAMY Company Secretary

NOTES

1. Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts concerning the business with respect to item Nos. 4 to 8 of the notice to shareholders is annexed hereto. Necessary documents relating to the said item are available for inspection at the Registered Office of the Company during office hours. Additional information pursuant to applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial standards on General Meetings issued by the Institute of Company Secretaries of India in respect of Director seeking appointment / re-appointment at this Annual General Meeting is furnished as Annexure to the Notice.
1. The general meetings of the companies are being conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with Circular No. 20/2020 dated May 05, 2020, Circular No.02/2021 dated January 13, 2021, Circular No.02/2022 dated May 05, 2022, Circular No.10/2022 dated th December 28 2022 and Circular No.09/2023 dated 25.09.2023, (collectively referred to as "MCA Circulars") without physical presence of members at common venue. MCA has permitted companies to conduct their General Meetings through VC/OAVM and SEBI vide its circular No. SEBI/HO/POD-2/P/CIR/2023/4 dated 05.01.2023 and SEBI/ HO/CFD/CFD-POD-2/P/CIR/2023/167 dated 07.10.2023 has granted certain relaxations from compliance with certain provisions of listing Regulations. The forthcoming AGM will thus be rd held on Monday, the 23 day of September, 2024 at 4.15 P.M (IST) through video conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.
1. The Members can join the AGM through VC/OAVM mode 15 minutes before and after the scheduled time of commencement of the Meeting by following the

procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large shareholders (shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Board Committees, Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis.

1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
1. Since this AGM is being held through VC/OAVM, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. Hence attendance slip and proxy forms are not attached to the notice. In pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
1. In line with the Circulars issued by Ministry of Corporate Affairs (MCA) / SEBI, notice of AGM th along with the 40 Annual Report is being sent only through electronic mode to those members whose email addresses are registered with the company/depositories. The Notice calling the AGM and Annual Report 2023-24 have been uploaded on the website of the Company at www.bannari.com. The Notice and Annual Report can also be accessed from the websites of BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com). The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com. Members who have not registered their e-mail addresses so far are requested to register the same to enable the company to send all communications

including Annual Report, Notices, Circular etc. in electronic mode.

1. Electronic copies of all the documents referred to in the accompanying notice of AGM and the Explanatory Statement shall be made available for inspection. The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 at the Act, the Register of Contracts maintained under section 189 of the Act are available electronically for inspection by the members during the AGM.
1. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday the th rd 17 September, 2024 to Monday the 23 September, 2024 (both days inclusive).
1. Dividend recommended by the Board of Directors, if approved by the Members at the ensuing Annual General Meeting, will be credited / dispatched th th between 26 September, 2024 and 9 October, 2024 to those members whose names appear on the rd Register of Members as on 23 September, 2024. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) as at the close of business hours on th 16 September, 2024.
1. Members holding shares in the electronic form are requested to inform any changes in address/bank mandate directly to their respective Depository Participants (DPs). The address/ bank mandate as furnished to the Company by the respective Depositories Viz., NSDL and CDSL will be printed on the dividend warrants. Members holding shares in physical form are requested to inform the changes in address/mandate/bank details directly to the Registrar and Share Transfer Agent. Members who have not furnished the details of bank accounts so for are requested to furnish the details to their respective DPs or to the Registrar and Transfer Agent as the case may be to enable the company to make dividend payments.
1. The Company has transferred the unpaid or unclaimed dividends for the financial year 2015-2016 to the Investor Education and Protection Fund (the IEPF) established by the Central Government. The Company has uploaded the details of unpaid and unclaimed dividend amounts lying st with the Company as on 31 March 2023 on the website of the Company (www.bannari.com) and also on the website of the Ministry of Corporate Affairs www.iepf.gov.in.
1. As required under section 124(6) read with IEPF Rules as amended, all the shares in respect of which dividend remains unpaid / unclaimed for seven consecutive years have been transferred to IEPF Authority.

PROCEDURE FOR VOTING AND JOINING THE MEETING THROUGH ELECTRONIC MEANS:

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended) and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
1. The remote e-voting period begins on th Thursday the 19 September, 2024 at 9.00 am nd and ends on Sunday the 22 September 2024 at 5.00 pm.

During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record th date) of 16 September 2024, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

1. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.
1. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD th /CIR/P/2020/242 dated 9 December, 2020, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories / Depository

Participants. Shareholders are advised to update their mobile number and email Id in their demate accounts in order to access remote e-voting facility..

Remote e-voting is enabled to all the demat account holders by way of single login credential through their demat accounts/websites of Depositories / Depository Participants. Demate account Holders can cast their vote without having to register again with e-voting service providers (ESPs)

6. Login method for e-voting and joining virtual meeting

A. Individual shareholders holding securities in Demat mode :

	CDSL		NSDL
1)	Users who have opted for CDSL Easi / Easiestfacility, can login through their existing user id andpassword. Option will be made available to reache-voting page without any further authentication.The users to login to Easi/Easiest are requested tovisit CDSL website www.cdslindia.com and click onicon and select New System Myeasi TAB.	1)	If you are already registered for NSDL IDeASfacility, please visit the e-services website of NSDL.Open web browser by typing the following URL:https://eservices.nsdl.com either on a PersonalComputer or on a mobile. Once the home page ofe-services is launched, click on the "Beneficial Owner"icon under "Login" which is available under 'IDeAS'section. A new screen will open. You will have to enter
2)	After successful login the Easi / Easiest user will beable to see the e-voting option for eligiblecompanies where the e-voting is in progress as perthe information provided by company. On clickingthe e-voting option, the user will be able to seee-voting page of the e-voting service provider forcasting your vote during the remote e-voting periodor joining virtual meeting & voting during themeeting. Additionally, there is also links provided toaccess the system of all e-voting Service Providersi.e. CDSL/NSDL/KARVY/ LINKINTIME, so that theuser can visit the e-voting service providers' website		yourUserIDandPassword.Aftersuccessfulauthentication, you will be able to see e-votingservices. Click on through your Depository Participantregistered with NSDL/CDSL for e-voting facility. AfterSuccessful login, you will be able to see e-votingoption. Once you click on e-voting option, you will beredirected to NSDL/CDSL Depository site aftersuccessful authentication, wherein you can seee-voting feature. Click on company name or e-votingservice provider name and you will be redirected toe-voting service provider website for casting your voteduring the remote e-voting period or joining virtualmeeting & voting during the meeting.
3)	directly.If the user is not registered for Easi/Easiest, optiontoregisterisavailableatCDSLwebsiteweb.cdslindia.com and click on login & new system	2)	If the user is not registered for IDeAS e-Services,option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal orclickathttps://eser vices.nsdl.com/SecureWeb/Ideas Direct Reg.jsp
4)	registration tab and then click on registrationoption.Alternatively, the user can directly access e-votingpage by providing Demat Account Number andPAN No. from a e-voting link available on	3)	Visit the e-voting website of NSDL. Open web browserby typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on amobile. Once the home page of e-voting system islaunched, click on the icon "Login" which is availableunder 'Shareholder/ Member' section. A new screenwill open. You will have to enter your User ID (i.e. your

CDSL	NSDL
www.cdslindia.com home page. The system willauthenticate the user by sending OTP on registeredMobile & Email as recorded in the Demat Account.After successful authentication, user will be able tosee the e-voting option where the e-voting is inprogress and also able to directly access the systemof all e-voting Service Providers.	sixteen digit demat account number hold with NSDL),Password/OTP and a Verification Code as shown onthe screen. After successful authentication, you will beredirected to NSDL Depository site wherein you cansee e-voting page. Click on company name or e-votingservice provider name and you will be redirected toe-voting service provider website for casting your voteduring the remote e-voting period or joining virtualmeeting & voting during the meeting.
LoginthroughDepositoryParticipants	Shareholders can also login using the login credentials of your demat accountthrough your Depository Participant registered with NSDL/CDSL for e-votingfacility. After Successful login, you will be able to see e-voting option. Once youclick on e-voting option, you will be redirected to NSDL/CDSL Depository site aftersuccessful authentication, wherein you can see e-voting feature. Click on companyname or e-voting service provider name and you will be redirected to e-votingservice provider website for casting your vote during the remote e-voting period orjoining virtual meeting & voting during the meeting.

B. Physical and non-individual shareholders holding shares in demat mode :

i) The shareholders should log on to the e-voting website www.evotingindia.com.
ii) Click on "Shareholders" module.
iii) Now Enter your User ID
- a) For CDSL: 16 digits beneficiary ID
- b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID
c) Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
iv) Next enter the Image Verification as displayed and Click on Login.
v) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
vi) If you are a first time user follow the steps given below:

	For Shareholders holding shares in Physical and Non-individual Shareholders holding shares in demat mode :
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable forboth demat shareholders as well as physical shareholders)
	Shareholders who have not updated their PAN with the Company/DepositorylParticipant are requested to use the sequence number sent by Company/RTA orcontact Company/RTA.
Dividend BankDetails	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in yourdemat account or in the company records in order to login.
ORDate of Birth(DOB)	If both the details are not recorded with the depository or company please enter thelmember id /folio number in the Dividend Bank details field as mentioned ininstruction.

vii) After entering these details appropriately, click on "SUBMIT" tab.
viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
x) Click on the Electronic Voting Sequence Number (EVSN) relevant for "BANNARI AMMAN SUGARS LIMITED" on which you choose to vote.
xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
xvii) There is also an optional provision to upload Board Resolution / POA if any uploaded, which will be made available to scrutinizer for verification.
xviii) Note for Non Individual Shareholders and Custodians:
v Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
v A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
v After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
v The list of accounts linked in the login will be mapped automatically & can be de-link in case of any wrong mapping.
v A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
v Alternatively non-individual shareholders are required to send the relevant Board Resolution / Authority Letter etc., together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the company at the e-mail address viz., [email protected] if they have voted from individual tab & not uploaded same in the CDSL e-voting system to the scrutinizer to verify the same.

C. Shareholders whose Email addresses are not Registered with the Depositories / RTA.

i) For Physical shareholders, please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhaar Card) by email to Company/RTA email id.
ii) For Demat shareholders, Please update your email Id & mobile no. with your respective Depository Participant (DP)
iii) For individual demat shareholders Please update your email Id and mobile no. with your respective (DP) which is mandatory while e-voting & joining virtual meetings through Depository.
iv) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evoting india.com, under help section or write an email to [email protected] or contact at toll free No.1800 21 09911.

GENERAL INFORMATION FOR ATTENDING THE AGM THROUGH VC/OAVM

1. The link for VC/OAVM to attend meeting will be available where the EVSN of company will be displayed after successful login as per the instructions mentioned above for e-voting.
1. Shareholders who have voted through Remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
1. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number through company email id [email protected]. The shareholders who

do not wish to speak during the AGM but have queries may send their queries in advance 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number through [email protected]. These queries will be replied to by the company suitably by email.

1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
1. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.
1. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

SCRUTINIZER AND RESULTS

1. M/s C Thirumurthy & Associates, Company Secretaries, have been appointed as the Scrutinizer to Scrutinize the e-voting process in a fair and transparent manner.
1. The Scrutinizer shall immediately after the conclusion of AGM unblock the votes cast during AGM and votes cast through remote e-voting and make (not later than 48 hours) a consolidated Scrutinizer's Report forthwith to the Chairman of the Company.
1. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.bannari.com and on the website of CDSL www.cdslindia.com immediately after the result is declared by the company and communicated to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.4

Pursuant to the recommendation of Nomination and Remuneration Committee of Directors, the Board of Directors of the Company have appointed Sri C Devarajan (DIN:00109836) as an Additional Director in the category of Non-Executive Independent Director not liable to retire by rotation, for a term of five years from August 23, 2024 to August 22, 2029, subject to approval of the members of the company.

The company has received a notice from a member proposing Sri C Devarajan (DIN: 00109836) for the office of Director under Section 160(1) of the Companies Act, 2013 ("the Act") and he is eligible for the appointment as a Director. The company has also received declarations from Sri C Devarajan (DIN:00109836) to the effect that he meets the criteria of independence as provided under Section 149(6) of the Act read with Rules made there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and is not disqualified from being appointed as Director under Section 164 of the Act. The Directorship(s) held by Sri C Devarajan are within the limits prescribed under the Act and SEBI Listing Regulations. He further confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

Sri C Devarajan is not debarred from holding the office of Director by virtue of any order of SEBI or any other authority.

A brief profile and specific area of expertise/experience of Sri C Devarajan (DIN:00109836) are provided as an Annexure to this Notice.

In the opinion of the Board of Directors, Sri C Devarajan is a person of integrity, possess relevant expertise / experience and fulfils conditions specified in the Act and SEBI Listing Regulations for appointment as an Independent Director. He fulfils the conditions specified in the Act, Rules and SEBI Listing Regulations for appointment as an Independent Director that he is independent of management of the Company.

Electronic copy of the terms and conditions of appointment of Independent Directors is available for inspection and also available on the website of the company at http://www.bannari.com/InvestorInformation.html.

Except Sri C Devarajan, none of the Directors and Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested in the resolutions set forth in Item No.4.

The Board recommends the Special Resolutions as set out in Item No.4 of this notice for the approval of members of the Company.

Item No.5

Pursuant to the recommendation of Nomination and Remuneration Committee of Directors, the Board of Directors of the Company have appointed Sri M Rathinasamy (DIN:10391134) as an Additional Director in the category of Non-Executive Independent Director not liable to retire by rotation, for a term of five years from August 23, 2024 to August 22, 2029, subject to approval of the members of the company.

The Company has received a notice from a member proposing Sri M Rathinasamy (DIN:10391134) for the office of Director under Section 160(1) of the Companies Act, 2013 ("the Act") and he is eligible for the appointment as a Director. The company has also received declarations from Sri M Rathinasamy (DIN:10391134) to the effect that he meets the criteria of independence as provided under Section 149(6) of the Act read with Rules made there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and is not disqualified from being appointed as Director under Section 164 of the Act. The Directorship(s) held by Sri M Rathinasamy are within the limits prescribed under the Act and SEBI Listing

Regulations. He further confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

Sri M Rathinasamy is not debarred from holding the office of Director by virtue of any order of SEBI or any other authority.

A brief profile and specific area of expertise/experience of Sri M Rathinasamy (DIN:10391134) are provided as an Annexure to this Notice.

In the opinion of the Board of Directors, Sri M Rathinasamy is a person of integrity, possess relevant expertise / experience and fulfils conditions specified in the Act and SEBI Listing Regulations for appointment as an Independent Director. He fulfils the conditions specified in the Act, Rules and SEBI Listing Regulations for appointment as an Independent Director that he is independent of management of the Company.

Except Sri M Rathinasamy, none of the Directors and Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested in the resolutions set forth in Item No.5.

The Board recommends the Special Resolutions as set out in Item No.5 of this notice for the approval of members of the Company.

Item No.6

Pursuant to the recommendation of Nomination and Remuneration Committee of Directors, the Board of Directors of the Company have appointed Sri M Ponnuswami (DIN: 00015847) as an Additional Director in the category of Non-Executive Independent Director not liable to retire by rotation, for a term of five years from August 23, 2024 to August 22, 2029, subject to approval of the members of the company.

The Company has received a notice from a member proposing Sri M Ponnuswami (DIN: 00015847) for the office of Director under Section 160(1) of the Companies Act, 2013 ("the Act") and he is eligible for the appointment as a Director. The company has also received declarations from Sri M Ponnuswami (DIN: 00015847) to the effect that he meets the criteria of independence as provided under Section 149(6) of the Act read with Rules made there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and is not disqualified from being appointed as Director under Section 164 of the Act. The Directorship(s) held by Sri M Ponnuswami are within the limits prescribed under the Act and SEBI Listing Regulations. He further confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

Sri M Ponnuswami is not debarred from holding the office of Director by virtue of any order of SEBI or any other authority.

A brief profile and specific area of expertise/experience of Sri M Ponnuswami (DIN: 00015847) are provided as an Annexure to this Notice.

In the opinion of the Board of Directors, Sri M Ponnuswami is a person of integrity, possess relevant expertise / experience and fulfils conditions specified in the Act and SEBI Listing Regulations for appointment as an Independent Director. He fulfils the conditions specified in the Act, Rules and SEBI Listing Regulations for appointment as an Independent Director that he is independent of management of the Company.

Pursuant to Regulation 17(1A) of SEBI listing Regulations Sri M Ponnuswami at present aged 71 would continue to hold his Directorship even after attaining the age of 75 years. This continuation is justified by the Board and his continuation even after the attainment of 75 years of age would be beneficial to the Company.

Except Sri M Ponnuswami, none of the Directors and Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested in the resolutions set forth in Item No.6.

The Board recommends the Special Resolutions as set out in Item No.6 of this notice for the approval of members of the Company.

Item No.7

Pursuant to the recommendation of Nomination and Remuneration Committee of Directors, the Board of Directors of the Company have appointed Sri M Bharathkumar (DIN: 10727631) as an Additional Director (Non-Executive Non-Independent) who is liable to retire by rotation. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 ("the Act") and Article 83 of the Articles of Association of the Company, Sri M Bharathkumar shall hold office up to the date of this Annual General Meeting and he is eligible to be appointed as a Director of the Company.

Sri M Bharathkumar is not debarred from holding the office of Director by virtue of any order of SEBI or any other authority.

The company has received a notice from a member proposing Sri M Bharathkumar (DIN: 10727631) for the office of Director under Section 160(1) of the for the appointment as a Director. A brief profile of Sri M Bharathkumar (DIN: 10727631) is provided as an Annexure to this Notice.

Except Sri M Bharathkumar, none of the Directors and Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested in the resolutions set forth in Item No.7.

The Board recommends the Ordinary Resolution as set out in Item No.7 of this notice for the approval of members of the Company.

Item No.8

The Board of Directors on the recommendation of the Audit Committee has approved the appointment of Sri M Nagarajan, Cost Accountant as Cost Auditor to conduct audit of cost records of the company for the financial year ending March 31, 2025 and fixed his remuneration at Rs.2,00,000/- (Rupees two lakhs only) plus reimbursement of actual out of pocket expenses.

In accordance with the provisions of Section 148 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 the remuneration payable to the cost auditor has to be ratified by the members of the company.

Accordingly, consent of the shareholders is sought for passing an ordinary resolution as set out at Item No.8 of the notice. The Board recommends the Ordinary Resolution set out in Item No.8 of the notice for the approval of the shareholders.

None of the Directors or Key Managerial Personnel or their relatives is in any way concerned or interested in the proposed Ordinary Resolution.

Coimbatore 07.08.2024

By order of the Board C PALANISWAMY Company Secretary

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Name of the Director	Sri B Saravanan	Sri C Devarajan	Sri M Rathinasamy	Sri M Ponnuswami	Sri M Bharath Kumar
$\leq$	00002927	00109836	10391134	00015847	10727631
Date of Birth & Age	22.11.1972(51)	12.05.1961 (63)	02.06.1963(61)	02.03.1953 (71)	16.12.1993 (31)
appointmentDate of first	27.01.1999	23.08.2024	23.08.2024	23.08.2024	23.08.2024
Qualifications	B.Com	B.E (Civil Engineering)	Agriculture fromTNAU, Graduate innternational Taxation(Harvard Law School),PublicAdministration (HarvardUniversity) IRS (Retired)Master inB.Sc.,	Graduate in Chemistry	M.E. (Civil)
Designation/Category	DirectorManagingExecutive	Non-Executive Independent	Non-Executive Independent	Non-Executive Independent	Director - Non - ExecutiveNon-Independent
expertise in specificexperience andfunctional areaBrief resume	sugar industry and he is theSri B Saravanan has morethan 23 years experience inManaging Director of thecompany. He is in-charge ofthe entire operations of thecompany.	development school forSri C Devarajan has around37 years of experience in theof URC Constructions PrivateLimited, URC ConstructionVice Chairman of Texvalley,field of construction andHe is the Managing DirectorEnterprise Private Limitedand Tactive Software SystemsHe has established "URCconstruction workers. He isthe co-founder andErode and Prathinithi atskillKasturba Gandhi NationalMemorial Trust Institute,infrastructure development.Gurukulam" asErode Foundation.Private Limited	He has rich experience intaxation, transfer pricing,Earlier he worked withcompliances, administrationadministration etc., and heldspanning tax administration,NABARD for two years i.e.Sri M Rathinasamy has overIndian Revenue Service (IRS)International Taxation andTransfer Pricing, vigilancenvestigation Directorate,Commissioner of Incomethree decades (1989 to2023) of experience inthe position of Chieffrom 1988-1989.Tax, Chennai.etc.,	$\frac{1}{2}$Co-Chairman of CII MSMENational Council, PastbusinessSri M Ponnuswami is theChairman of Pon Purespecialty chemicals havingturnover of more than INRHe has over 40 yearexperience in manufacturingengaged in the business ofmanufacturing, marketingand distribution of basic andMetropolitan DevelopmentAuthority and Kandla SEZand administration ofChemical Group, ChennaiChairman CII-Tamil Nadu,Member of ChennaCrores. He iscompanies anddevelopment.Authority.4500	Sri M Bharath Kumar is anAgriculturist

Sri M Bharath Kumar		艺	$\overline{\overline{z}}$
Sri M Ponnuswami		运	CementIndiaTextile PrivatePrivatePon Pure Construction PrivateLimitedColor Chemicals and DyesPon Pure Speciality ChemicalPon Pure Renewable EnergyMano Infrastructure LLPChemicalColor Wind Energy LLPDesignated PartnerFinanceManaging Director(Additional Director)CorporationTamilnaduPrivate LimitedPrivate LimitedPrivate LimitedManchesterPon PurePonpureDirectorLimitedLimitedLimited$\mathbf{r}$
Sri M Rathinasamy		艺	Center andRajapalayam Mills LimitedKovai MedicalHospital LimitedDirector
Sri C Devarajan	of youth intowards thePalaniammal Matri-culationeducation through URCSchool and KonguHe is also a social workerEngineering College.contributingupliftment	妄	ServicesPlatform PrivateURC Power Product PrivateErode Textile Mall PrivateURC Creative DevelopersSKM Egg Products ExportTexvalley Weekly MarketOREOPS Framework PrivateURC Construction EnterpriseURC Constructions PrivateTactive Software SystemsTexvalley Market LimitedErode Smart City LimitedTex Value Mall PrivateManaging DirectorURC TechnologyPrivate LimitedPrivate LimitedPrivate LimitedPrivate Limitedndia LimitedDirectorSterloLimitedLimitedLimitedLimitedLimitedLimitedLimited
Sri B Saravanan		equityshares in the companyholds 175758。エ	Goldmine CorporateSugarsDistilleries PrivateKerala Alcoholic ProductsSVB Holdings Private LimitedInvestment Private LimitedManaging DirectorAmmanPrivate LimitedBannariDirectorLimitedShivaLimited
Name of the Director		No. of equity sharesheld in the company	Directorship in othercompanies / LLP

Name of the Director	Sri B Saravanan	Sri C Devarajan	Sri M Rathinasamy	Sri M Ponnuswami	Sri M Bharath Kumar
		Institute for Lean ConstructionNotive Angels NetworkModest Imperia Trading LLPSkopos India FoundationDesignator Partner:AssociationExcellence
MembershipCommittee	Bannari Amman SugarsRisk Management committeeLimited	RelationshipSKM Egg Products ExportNomination and Remune-rationPurpose, Vision and StrategyErode Smart City LimitedConstruction ExcellenceDevelopment CommitteeCommittee - ChairmanInstitute For LeanStackholdersIndia LimitedAudit CommitteeCSR CommitteeCommittee	NillsNomination and RemunerationRajapalayamAudit CommitteeCommitteeLimited	Nomination and Remune-rationCorporation LimitedTamilnadu CementsTender CommitteeAudit CommitteeCSR CommitteeCommittee	妄
Term and conditionsof appointment	Re-appointment as a Directorliable to retire by rotation	Non-Executive IndependentDirector for a period of fiveAppointment as a Director &years from 23.08.2024	Non-Executive IndependentDirector for a period of fiveAppointment as a Director &years from 23.08.2024	Non-Executive IndependentDirector for a period of fiveAppointment as a Director &years from 23.08.2024	$rac{1}{2}$Independent Director) retireDirectorAppointment as aNon - Executiveby rotation
Remuneration paidsought to be paidDetails of	$\pm$ he36 thAnnual General Meeting heldprevious year areon 2nd September 2020.Details of remuneration paidfurnished in Page No. 147 ofShareholders at the$\overline{b}$pprovedthis Annual Report.duringåS	thereof and reimbursementattending the meeting of theCommitteesHe shall be paid sitting fee forof expenses for participatingandsaid meetingsBoard	attending the meeting of theand Committeesthereof and reimbursementHe shall be paid sitting fee forof expenses for participatingsaid meetingsBoard	attending the meeting of theBoard and Committeesthereof and reimbursementHe shall be paid sitting fee forof expenses for participatingsaid meetings	thereof and reimbursementattending the meeting of theBoard and Committeesof expenses for participatingHe shall be paid sitting fee forsaid meetings
Resignation in listedcompanies for thelast three years	运	运	妄	运	艺
Relationship withother Directors	Sri S V Balasubramaniam -ChairmanSon of	Not related to any Director/Key Managerial Personnel	Not related to any Director/Key Managerial Personnel.	Not related to any Director/Key Managerial Personnel	Not related to any Director/Key Managerial Personnel

AI assistant

Bannari Amman Sugars Ltd. AGM Information 2024

61396_rns_2024-08-28_7cf51090-77d0-4bc3-80b7-b5f37716e6e7.pdf