Indian Sucrose Ltd. — Proxy Solicitation & Information Statement 2025

Mar 24, 2025

ANAMIK Digitally signed by ANAMIKA RAJU A RAJU Date: 2025.03.24 16:15:45 +05'30'

INDIAN SUCROSE LIMITED (CIN: L15424PB1990PLC010903) G. T. Road, Mukerian Distt Hoshiarpur, Punjab, India, 144211 E-mail: isl.investor@yaducorporation.com Website: www.muksug.in Phone: +91-9115110651/52

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended]

E-voting Starts on E-voting ends on March 28, 2025 at 9.00 A.M. (IST) April 26, 2025 at 5.00 P.M. (IST)

Dear Member(s),

Notice is hereby given to the Shareholders of Indian Sucrose Limited (the “Company”), pursuant to the provisions of Section 108 and Section 110 of the Companies Act, 2013 (the ‘Act’) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time (‘Rules’) read with the Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (‘MCA’) (hereinafter collectively referred to as ‘MCA Circulars’) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘SEBI Listing Regulations’) read with SEBI Circular Nos. SEBI/ HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023, SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated October 7, 2023 and subsequent circulars issued in this regard by SEBI and the latest being dated SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 and SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 hereinafter collectively referred to as (‘SEBI Circulars’), Secretarial Standards on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules, regulations, circulars and notifications issued thereunder (including any statutory

modification(s) or re- enactment(s) thereof for the time being in force and as amended from time to time), that the Resolutions as set out in this Notice are proposed for consideration by the Shareholders of the Company for passing by means of Postal Ballot by way of voting through electronic means (‘remote e-voting’).

The Explanatory Statement pursuant to the provisions of section 102(1) and other applicable provisions of the Act read with Rules, setting out all material facts relating to the resolution mentioned in this postal Ballot Notice (“Notice”) and additional information as required under the Listing Regulations is also attached.

In compliance with the aforesaid MCA Circulars and SEBI Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Shareholders whose e-mail addresses are registered with the Company/Depositories/Registrar and Share Transfer Agent (‘RTA’) as on Friday, March 14, 2025 (‘Cutoff date’). Accordingly, the physical copy of the notice along with Postal Ballot form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot. If your e-mail address is not registered with the Company/Depositories/ RTA, please follow the process provided in the notes to receive this Postal Ballot Notice, login ID and password for remote e-voting.

In compliance with Regulation 44 of the SEBI (LODR) Regulations, 2015 and pursuant to the provisions of section 108 and 110 of the Act, read with Rules, the MCA Circulars and SS-2, the company is providing remote e-voting facility to its

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members, to enable them to cast their votes electronically instead of submitting postal ballot form physically. The communication of the assent or dissent of the members would only take place through the remote e-voting system.

The Board of Directors of the Company has, in compliance with the applicable provisions of the Act & Rules, appointed Mr. Neeraj Arora (Membership No. F10781 and CP No. 16186), Partner of M/s. Sanjay Grover & Associates (Firm registration No. P2001DE052900), Practicing Company Secretaries as the Scrutinizer for conducting this Postal Ballot process through remote e-voting in a fair and transparent manner and they have communicated their willingness to be appointed. Further, the Company has engaged the services of National Securities Depository Limited (‘NSDL’) as an agency to provide remote e-voting facility to its members to enable them to cast their votes electronically. The instructions to remote e-voting are appended to this notice.

The Notice is also available on the website of the company https://www.muksug.in/ .

In accordance with the provisions of the MCA Circulars and SEBI Circulars, manner of voting on the proposed resolutions is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Company is pleased to offer remote e-voting facility to all its shareholders to cast their votes electronically. Shareholders are requested to read the instructions in the notes under the section ‘General information and instructions relating to e-voting’ in this notice (‘Postal Ballot Notice’) to cast their votes electronically from their respective locations. Shareholders are requested to cast their votes through the remote e-voting process not later than 5.00 P.M. (IST) on Saturday, April 26, 2025 to be eligible for being considered, failing which, it shall be strictly considered that no vote has been cast by the concerned shareholder. The remote e-voting facility will be disabled by NSDL thereafter and voting shall not be allowed beyond the said date and time.

The Shareholders holding Equity Shares of the Company are requested to follow the procedure stated in the Notes for casting votes by remote e- voting. Upon completion of the votes cast through remote e-voting, the Scrutinizer shall submit his report to the Chairman of the Company or person authorised by the Chairman. The results of the Postal

Ballot along with the Scrutinizer’s Report shall be announced by the Chairman or a person authorised by the Chairman within 2 (two) working days of the conclusion of the Postal Ballot process through remote e-voting at the Registered Office of the Company at G.T. Road, Mukerian, Distt Hoshiarpur -144211, Punjab. The results along with the Scrutinizer’s Report shall also be simultaneously intimated to the BSE Limited (‘BSE’) (hereinafter collectively referred to as ‘Stock Exchange’) where the Equity Shares of the Company are listed and will be displayed on the Company’s website https://www.muksug.in/, as well as on the website of NSDL at www.evoting.nsdl.com. The Resolutions so passed shall be deemed to be passed on the last date of the remote e-voting i.e., Saturday, April 26, 2025.

Items of business requiring approval of the Equity Shareholders through Postal Ballot by ‘remote e- voting’ are given below:

SPECIAL BUSINESSES:

1. TO APPROVE LIMITS OF ADVANCING LOAN(S) TO THE RELATED PARTIES OF THE COMPANY UNDER SECTION 185 OF THE COMPANIES ACT, 2013 AND APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 FOR THE FINANCIAL YEAR 2025-26:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with Companies (Meetings of Board and its powers) Rules, 2014 and Regulations 2(1)(zc), 23(4) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and/or any other applicable laws (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force) and the Company’s Policy on Related Party Transactions and pursuant to the approval of Audit Committee and the Board of Directors of the Company, approval of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this

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Resolution), for giving/ providing loan(s) in one or more tranches including loan represented by way of book debt (the “Loan”) to the entities as mentioned in explanatory statement being the related parties under the Act and SEBI Listing Regulations and in which the Directors of the Company are interested as per explanation to sub-section 2 of Section 185 of the Act, of an aggregate amount not exceeding INR 57,500 Lakhs (Rupees Fifty-Seven Thousands and Five Hundred Lakhs Only) for the period April 01, 2025 to March 31, 2026 in its absolute discretion deem beneficial and in the best interest of the Company provided that the said loan transaction(s) shall be carried out at arm’s length basis.

RESOLVED FURTEHR THAT for the purpose of giving effect to this resolution, any Board of Directors or Chief Financial Officer of the Company be and is hereby severally authorized to negotiate, finalize and agree to the terms and conditions of the aforesaid Loans and to take all necessary steps, to execute all such documents, instruments and writings and to do all necessary acts, deeds and things in order to comply with all the legal and procedural formalities and to do all such acts, deeds or things incidental or expedient thereto and as the Board may think fit and suitable.

2. TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS OF THE COMPANY FOR THE FINANCIAL YEAR 2025-26:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”), the applicable provisions of the Companies Act, 2013 (“Act”) read with rules made thereunder, other applicable laws/ statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the company’s policy on Materiality of Related Party Transactions and on dealing with related party transactions and on the basis of approval of the Audit Committee and recommendation of the Board of Directors of the company, approval of the members of the company be and is hereby accorded to the company to enter into and/or continue the related party transaction(s) /contract(s)/arrangement(s) /agreement(s) (in terms of Regulations 2(1)(zc)(i) of the listing regulations)

in terms of the explanatory statement to this resolution more specifically set out in tabular form in the explanatory statement to this resolution on the respective material terms & conditions.

RESOLVED FURTHER THAT the board of directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorized to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any Director/CFO/or any officer/executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

By order of the Board For Indian Sucrose Limited

Kunal Yadav Date: 20.02.2025 DIN:01338110 Place: New Delhi Managing Director

NOTES:

• 1) The Explanatory Statement pursuant to Section 102 of the Act read with Secretarial Standards on General Meetings (SS-2) for the proposed Special Resolutions setting out material facts in relation thereto is appended to the Notice.

• 2) In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and provisions of Regulation 44 of the SEBI Listing Regulations, as amended, the Shareholders are provided with the facility to cast their vote electronically. The Company has engaged the services of NSDL for

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the purpose of providing e-voting facility to all its Shareholders.

• 3) Pursuant to the MCA Circulars and SEBI Circulars, physical copies of this Postal Ballot Notice, Postal Ballot forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only.

• 4) Members may please note that the Postal Ballot Notice will also be available on the Company’s website www.muksug.in, website of the Stock Exchange i.e. BSE Limited (BSE) at www.bseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.

• 5) All the documents referred to in this Notice and the Statement pursuant to Section 102 of the Act, will be available for inspection on the Company’s website www.muksug.in under Investor Section from the date of circulation of this Notice upto the date of declaration of Postal Ballot results.

• 6) In compliance with the MCA Circulars and SEBI Circulars, the Notice is being sent in electronic mode to those Members whose names appear in the Register of Members / List of Beneficial Owners as received from NSDL and Central Depository Services (India) Limited (‘CDSL’) as on the Cut-off date, i.e. Friday, March 14, 2025 and whose E-mail IDs are registered with the Company/ Depositories/ Registrar and Share Transfer.

• For Members who have not registered their E- mail IDs, please follow the instructions given below. Further, the Shareholders whose names appear in the Register of Members/ List of Beneficial Owners as on Cut-off date, i.e. Friday, March 14, 2025 are entitled to vote on the Resolutions set forth in this Postal Ballot Notice. Voting rights shall be reckoned on the paid up value of the equity shares registered in the name of the Shareholders of the Company as on the Cut-off Date. In case of joint holders, only such joint holder who is first in the order of names will be entitled to do e-voting on the resolutions included in the Postal Ballot Notice. A person who is not a Member as on the Cutoff date should treat this Notice of Postal Ballot for information purpose only.

• 7) The Postal Ballot Notice along with the

Explanatory Statement, instructions and manner of remote e-voting can be downloaded from the link ‘https://www.evoting.nsdl.com.

• 8) The remote e-voting period commences from 9.00 AM. (IST) on Friday, March 28, 2025, and ends at 5.00 P.M. (IST) on Saturday, April 26, 2025 both days inclusive. During this period, Shareholders of the Company, holding equity shares either in physical form or in dematerialized form, as on the Cut-off date may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL after the prescribed date and time for voting. Once the vote on the resolutions is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently.

• 9) The Board of Directors of the Company has appointed Mr. Neeraj Arora (Membership No. FCS 10781 and COP No. 16186), Partner of M/s. Sanjay Grover & Associates (Firm registration No. P2001DE052900), Practicing Company Secretaries as the Scrutinizer, for conducting this Postal Ballot process through remote e-voting in a fair and transparent manner and the required consent for such appointment has been received.

• 10) The Scrutinizer shall, after the conclusion of the remote e-voting on Saturday, April 26, 2025, at 05:00 P.M. (IST), unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make Scrutinizer’s report within the prescribed time. Such report shall contain details of the total votes cast in favour of or against, if any, and submit the report to the Chairman or in their absence Company Secretary, who shall countersign the same and declare the result of Postal Ballot forthwith. The Resolutions, if passed by requisite majority, shall be deemed to have been passed on Saturday, April 26, 2025, being the last day of remote e-voting in terms of Secretarial Standard – 2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India. Also, the resolutions passed by shareholders with requisite majority shall be deemed to have been passed at a general meeting of shareholders convened on that behalf.

• 11) Results of voting shall be declared within 2 (two)

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working days from the time of conclusion of the remote e-voting. The results of the Postal Ballot shall be communicated to the Stock Exchanges and will be displayed on the Company’s website www.muksug.in and on the website of NSDL www.evoting.nsdl.com and at the Registered Office of the Company.

• 12) In case of any queries or grievances relating to remote e-voting, you may contact Mr. Utkarsh Gupta, Deputy Manager, NSDL, through e- mail at evoting@nsdl.com or call on 01123353814(15)

- How do I vote electronically using NSDL e voting system?

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e voting system - A) Login method for e voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareh olders	Login Method	Login Method
Individ ual Shareho lders holding securiti es in demat mode with NSDL.	1. 2.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login” which is available under‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under Value added services. Click on“Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on company name or e-voting service provider i.e. NSDLand you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select

“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/Secure Web/IdeasDirectReg.jsp 3. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your

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	4.	vote during the remote e-voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individ ual Shareho lders holding securiti es in demat mode with CDSL	1. 2.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period. Additionally, there is also links provided to access the system of all e-voting Service Providers, so

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option

	3. 4.	that the user can visit the e-voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- voting option where the evoting is in progress and also able to directly access the system of all e- voting Service Providers.
Individ ual Shareho lders (holdin g securiti es in demat mode) login through their deposit ory particip ants		You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. upon logging in, you will be able to see e-voting option. Click on e- voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote duringthe remote e-voting period.

available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical

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issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21- 09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-voting website?

1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can login at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e- voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of Your User ID is: holding shares i.e. Demat

	(NSDL or CDSL) or Physical
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
5.	Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e- voting, then you can user your existing password to login and cast your vote.
	b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the

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email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered**

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-voting will open.

e-voting system.

- How to cast your vote electronically on NSDL e voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- voting period.

3. Now you are ready for e-voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to sanjaygrover7(@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution /

Step 2: Cast your vote electronically on NSDL

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Authority Letter" displayed under "evoting" tab in their login.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and evoting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022-48867000 or contact Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Ltd., 3rd Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400051 at the designated email address: evoting@nsdl.com or at telephone no. 02248867000.

Aadhar Card) to Isl.investor@yaducorporation.com.

1. . If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-voting for Individual shareholders holding securities in demat mode .

2. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e- voting by providing above mentioned documents.

3. In terms of SEBI circular dated December -

9, 2020 on e voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e- voting facility.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Isl.investor@yaducorporation.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

In terms of the provisions of section 102 of the Companies Act, 2013 (“the Act”) read with Rule 22 of the Companies (Management And Administration) Rules, 2014, Secretarial Standard on General Meetings (“SS-2”) and additional information as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and circulars issued thereunder, the following Explanatory Statement sets out all material facts relating to the special business proposed in this postal Ballot Notice:

ITEM NO. 01

Pursuant to Section 185 of the Companies Act, 2013 (“the Act”), a Company may advance any loan including any loan represented by book debt, or give any guarantee or provide any security in connection with any loan taken by any entity (said entity(ies) covered under the category of ‘a person in whom any of the director of the Company is interested) as specified in the explanation to section 185(2)(b) of the Companies Act, 2013, after passing a Special Resolution in the general meeting.

As per Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), material related party transactions require the approval of shareholders through a resolution. For this purpose, a Related Party Transaction will be considered ‘material’ if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds INR 1000 Crore or 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower.

below entities wherein the directors of the company are interested as per explanation to section 185(2)(b) of the Act for their principal business activities and other matters connected and incidental thereto, Also, considering the threshold of 10% of consolidated turnover of the Company as on March 31, 2024 for determining ‘materiality’, the proposed transaction(s) will also require approval of members under Regulation 23(4) of SEBI Listing Regulations.

Given the nature of the industry, the Company works closely with its related parties to achieve its business objectives and enters into various operational transactions with its related parties, from time to time, in the ordinary course of business and on arm’s length basis.

The Audit Committee consisting majority of Independent Directors and passed by the Independent Directors only and the Board of Directors of the Company have approved the said material related party transactions and have noted that although these transactions are in the ordinary course of business and are at arm’s length price, they qualify as material related party transactions under the SEBI Listing Regulations.

The members may note that in terms of the provisions of SEBI Listing Regulations, no related party shall vote to approve the Special resolution set forth at Item No. 01 of the notice, whether the same is a related party to the particular transaction or not.

The members may note that Board of Directors/ Committee of the Board would carefully evaluate the proposals and provide such loan through deployment of funds out of internal resources/accruals and/or any other appropriate sources, from time to time, and the proposed loan shall be at such rate of interest as agreed by the parties in the best interest of the Company.

The relevant information(s) as per proviso to Section 185(2)(a) of the Companies Act, 2013 are as under:

It is proposed to give/provide loan(s) including loan(s) represented by way of book debt to

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Value of the Proposed Value of the Applicable terms, The purpose
indebtedness for the approved including for which
FY 2025-2026 indebtedness for covenants, tenure, the funds
the FY 2024- interest rate and will be
(Proposed in Postal 2025 repayment utilized by
Sr. Ballot) schedule, whether the ultimate
No. Name of the Related party (Previous Year) secured or beneficiary
unsecured; if of such
(INR in Lakhs)
secured, the nature funds
(INR in Lakhs)
of security pursuant to
the related
party
transaction
High Link Investment Private
1. upto 10,000 upto 18,000
Limited
2. Tiazo Trade Private Limited upto 3,500 upto 3,500
The financial
assistance would be The financial
unsecured with assistance
3 Yadu Sugar Limited upto 10,000 upto 16,000 repayment as may be would be
determined in the utilized by
loan agreement. The the
financial assistance borrowing
4 Rangar Breweries Limited upto 2,500 upto 2,500
will carry interest at entities for
appropriate market its business
rate prevailing at the purposes
5 Cosmos Industries Limited upto 10,000 upto 13,500 time of disbursement including
but not less than the expansion,
Shervani Sugar Syndicate prevailing yield working
6 Limited upto 1,000 upto 1,000 Govt. rate. All such capital
transactions will be requirements
in accordance with and other
7 Yadu Resorts (India) Limited upto 1,000 upto 1,000 the appropriate loan business and
agreement as per financial
Indian Green Revolution prevailing market requirements.
8 upto 7,500 upto 7,500 norms.
Private Limited
Dharamputra Food Industries
9 upto 10,000 upto 17,500
Private Limited
Highway King Transportation
10 upto 1,000 -
Private Limited
City Bazaar Hub Private
11 upto 1,000 -
Limited
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11

The relevant information(s) pertaining to Material Related Party Transactions as required under SEBI Listing Regulations along with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 are as under:

1.

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Sr. No. Particulars Resolution at Item No. 1
1. Details of Summary of information provided by the
management to the Audit Committee
a. Name of the Related Highlink Investment Private Tiazo Trade Private Limited is a
Party and Nature of Limited is a Company in which Company in which the Managing
Relationship the person of the promoter Director and his relative is a Member.
group has a significant
influence.
b. Type, material terms, Giving of loan for an amount Giving of loan for an amount not
and particulars of not exceeding INR 10,000.00 exceeding INR 3500.00 Lakhs on
proposed transaction Lakhs on arm’s length basis arm’s length basis
c. Tenure of proposed Upto 31 [st] March, 2026 Upto 31 [st] March, 2026
transaction
d. Value of proposed Not exceeding INR 10,000.00 Not exceeding INR 3500.00 Lakhs
transaction Lakhs
e. Percentage of the The said transaction is 18.92% The said transaction is 6.62% of the
Company’s annual of the Company’s Audited Company’s Audited Standalone
consolidated turnover Standalone turnover of F.Y. turnover of F.Y. 2023-24
for the immediately 2023-24
preceding Financial
Year 23-24, that is
represented by the
value of the proposed
RPT
f. Justification for why The proposed RPTs will help the Company in achieving synergies and
the proposed economies of scale. Further, the proposed RPT’s will be in the best
transaction is in the interest of the members.
interest of the listed
entity
g. A copy of the Not Applicable Not Applicable
valuation or other
external party report,
if any such report has
been relied upon;
2. Whether the transaction relates to any loans, inter-corporate deposits, advance or
investments made or given by the listed entity or its subsidiary
a. details of the source of The Company shall infuse the funds from its internal accruals.
funds in connection
with the proposed
transaction
b. where any financial Not Applicable Not Applicable
indebtedness is
incurred to make or
give loans, inter-
corporate deposits,
advances or
investments - nature
of indebtedness; - cost
of funds; and – tenure
c. applicable terms, Giving of loan for an amount Giving of loan for an amount not
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including covenants, not exceeding INR 10,000.00 exceeding INR 3500.00 Lakhs on
tenure, interest rate Lakhs on arm’s length basis. arm’s length basis.
and repayment The above loan facilities are The above loan facilities are under
schedule, whether under unsecured category. unsecured category.
secured or unsecured;
if secured, the nature
of security
d. the purpose for which The financial assistance would be utilized by the borrowing entities for
the funds will be its business purposes including expansion, working capital requirements
utilized by the and other business and financial requirements.
ultimate beneficiary
of such funds
pursuant to the RPT
e. Any other All relevant information forms part of the Explanatory Statement setting
information that out material facts pursuant to Sections 102(1) and 110 of the Companies
may be relevant Act, 2013
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2.

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Sr. No. Particulars Resolution at Item No. 1
1. Details of Summary of information provided by the
management to the Audit Committee
a. Name of the Related Party and Yadu Sugar Limited is a Rangar Breweries Limited is a
Nature of Relationship Company in which the Company in which the
Managing Director and his Managing Director and his
relative is a Director and relative is a Director and holds
holds alongwith his alongwith his relatives, more
relatives, more than 2% of its than 2% of its paid-up share
paid-up share capital. capital.
b. Type, material terms, and Giving of loan for an amount Giving of loan for an amount
particulars of proposed not exceeding INR not exceeding INR 2500.00
transaction 10,000.00 Lakhs on arm’s Lakhs on arm’s length basis
length basis
c. Tenure of proposed Upto 31 [st] March, 2026 Upto 31 [st] March, 2026
transaction
d. Value of proposed transaction Not exceeding INR Not exceeding INR 2500 .00
10000.00 Lakhs Lakhs
e. Percentage of the Company’s The said transaction is The said transaction is 4.73% of
annual consolidated turnover 18.92% of the Company’s the Company’s Audited
for the immediately preceding Audited Standalone turnover Standalone turnover of F.Y.
Financial Year 23-24, that is of F.Y. 2023-24 2023-24
represented by the value of the
proposed RPT
f. Justification for why the The proposed RPTs will help the Company in achieving
proposed transaction is in the synergies and economies of scale. Further, the proposed RPT’s
interest of the listed entity will be in the best interest of the members.
g. A copy of the valuation or Not Applicable Not Applicable
other external party report, if
any such report has been relied
upon;
2. Whether the transaction relates to any loans, inter-corporate deposits, advance or
investments made or given by the listed entity or its subsidiary
a. details of the source of funds in The Company shall infuse the funds from its internal accruals.
connection
with the proposed transaction
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b. where any financial Not Applicable Not Applicable
indebtedness is incurred to
make or give loans, inter-
corporate deposits, advances
or investments - nature of
indebtedness; - cost of funds;
and – tenure
c. applicable terms, including Giving of loan of not Giving of loan of not exceeding
covenants, tenure, interest rate exceeding INR 10000.00 INR 2500.00 Lakhs on arm’s
and repayment schedule, Lakhs on arm’s length basis. length basis.
whether secured or unsecured; The above loan facilities are The above loan facilities are
if secured, the nature of under unsecured category under unsecured category
security
d. the purpose for which the The financial assistance would be utilized by the borrowing
funds will be utilized by the entities for its business purposes including expansion, working
ultimate beneficiary of such capital requirements and other business and financial
funds pursuant to the RPT requirements.
3. Any other All relevant information forms part of the Explanatory
information that Statement setting out material facts pursuant to Sections 102(1)
may be relevant and 110 of the Companies Act, 2013
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3.

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Sr. No. Particulars Resolution at Item No. 1
1. Details of Summary of information provided by the
management to the Audit Committee
a. Name of the Related Party and Cosmos Industries Limited Shervani Sugar Syndicate
Nature of Relationship in which the Managing Limited in which the Managing
Director and his relative is a Director and his relative is a
Director and holds Director and holds alongwith
alongwith his relatives, more his relatives, more than 2% of
than 2% of its paid-up share its paid-up share capital.
capital.
b. Type, material terms, and Giving of loan of not Giving of loan of not exceeding
particulars of proposed exceeding INR 10000.00 INR 1000.00 Lakhs on arm’s
transaction Lakhs on arm’s length basis length basis
c. Tenure of proposed Upto 31 [st] March 2026 Upto 31 [st] March 2026
transaction
d. Value of proposed transaction Not exceeding INR Not exceeding INR 1000 . 00
10,000.00 Lakhs Lakhs
e. Percentage of the Company’s The said transaction is 18.92 The said transaction is 1.89 %
annual consolidated turnover % of the Company’s Audited of the Company’s Audited
for the immediately preceding Standalone turnover of F.Y. Standalone turnover of F.Y.
Financial Year 23-24, that is 2023-24 2023-24
represented by the value of the
proposed RPT
f. Justification for why the The proposed RPTs will help the Company in achieving
proposed transaction is in the synergies and economies of scale. Further, the proposed RPT’s
interest of the listed entity will be in the best interest of the members.
g. A copy of the valuation or Not Applicable Not Applicable
other external party report, if
any such report has been relied
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upon;
2. Whether the transaction relates to any loans, inter-corporate deposits, advance or
investments made or given by the listed entity or its subsidiary
a. details of the source of funds in The Company shall infuse the funds from its internal accruals.
connection
with the proposed transaction
b. where any financial Not Applicable Not Applicable
indebtedness is incurred to
make or give loans, inter-
corporate deposits, advances
or investments - nature of
indebtedness; - cost of funds;
and – tenure
c. applicable terms, including Giving of loan of not Giving of loan of not exceeding
covenants, tenure, interest rate exceeding INR 10000.00 INR 1000.00 Lakhs on arm’s
and repayment schedule, Lakhs on arm’s length basis. length basis.
whether secured or unsecured; The above loan facilities are The above loan facilities are
if secured, the nature of under unsecured category under unsecured category
security
d. the purpose for which the The financial assistance would be utilized by the borrowing
funds will be utilized by the entities for its business purposes including expansion, working
ultimate beneficiary of such capital requirements and other business and financial
funds pursuant to the RPT requirements.
3. Any other All relevant information forms part of the Explanatory
information that Statement setting out material facts pursuant to Sections 102(1)
may be relevant and 110 of the Companies Act, 2013
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4 .

Sr. No.	Particulars Resolution at Item No. 1	Particulars Resolution at Item No. 1	Particulars Resolution at Item No. 1
1.	Details of Summary of information provided by the management to the Audit Committee
a.	Name of the Related Party and Nature of Relationship	Yadu Resorts (India) Limited is a Company the Managing Director and his relative is a Director and holds alongwith his relatives, more than 2% of its paidupshare capital.	Indian Green Revolution Private Limited is a Company in which immediate relative of the Managing Director is Director.
b.	Type, material terms, and particulars of proposed transaction	Giving of loan of not exceeding INR 1000.00 Lakhs on arm’s length basis	Giving of loan of not exceeding INR 7,500.00 Lakhs on arm’s length basis
c.	Tenure of proposed transaction	Upto 31st March 2026	Upto 31st March 2026
d.	Value of proposed transaction	Not exceeding INR 1000.00 Lakhs	Not exceeding INR 7,500.00 Lakhs
e.	Percentage of the Company’s annual consolidated turnover for the immediately preceding Financial Year 23-24, that is represented by the value of the proposed RPT	The said transaction is 1.89 % of the Company’s Audited Standalone turnover of F.Y. 2023-24	The said transaction is 14.19 % of the Company’s Audited Standalone turnover of F.Y. 2023-24

15

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f. Justification for why the The proposed RPTs will help the Company in achieving
proposed transaction is in the synergies and economies of scale. Further, the proposed RPT’s
interest of the listed entity will be in the best interest of the members.
g. A copy of the valuation or Not Applicable Not Applicable
other external party report, if
any such report has been relied
upon;
2. Whether the transaction relates to any loans, inter-corporate deposits, advance or
investments made or given by the listed entity or its subsidiary
a. details of the source of funds in The Company shall infuse the funds from its internal accruals.
connection
with the proposed transaction
b. where any financial Not Applicable Not Applicable
indebtedness is incurred to
make or give loans, inter-
corporate deposits, advances
or investments - nature of
indebtedness; - cost of funds;
and – tenure
c. applicable terms, including Giving of loan of not Giving of loan of not exceeding
covenants, tenure, interest rate exceeding INR 1000.00 INR 7,500.00 Lakhs on arm’s
and repayment schedule, Lakhs on arm’s length basis. length basis.
whether secured or unsecured; The above loan facilities are The above loan facilities are
if secured, the nature of under unsecured category under unsecured category
security
d. the purpose for which the The financial assistance would be utilized by the borrowing
funds will be utilized by the entities for its business purposes including expansion, working
ultimate beneficiary of such capital requirements and other business and financial
funds pursuant to the RPT requirements.
3. Any other All relevant information forms part of the Explanatory
information that Statement setting out material facts pursuant to Sections 102(1)
may be relevant and 110 of the Companies Act, 2013
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5.

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Sr. No. Particulars Resolution at Item No. 1
1. Details of Summary of information provided by the
management to the Audit Committee
a. Name of the Related Party and Dharamputra Food Highway King Transportation
Nature of Relationship Industries Private Limited is Private Limited in which the
a Company in which the Managing Director and his
Managing Director and his relative is a Director and holds
relative is a Member. alongwith his relatives, more
than 2% of its paid-up share
capital.
b. Type, material terms, and Giving of loan for an amount Giving of loan for an amount
particulars of proposed not exceeding INR 10000.00 not exceeding INR 1000.00
transaction Lakhs on arm’s length basis Lakhs on arm’s length basis
c. Tenure of proposed Upto 31 [st] March 2026 Upto 31 [st] March 2026
transaction
d. Value of proposed transaction Not exceeding INR Not exceeding INR 1000 . 00
10000.00 Lakhs Lakhs
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16

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e. Percentage of the Company’s The said transaction is 18.92 The said transaction is 1.89 %
annual consolidated turnover % of the Company’s Audited of the Company’s Audited
for the immediately preceding Standalone turnover of F.Y. Standalone turnover of F.Y.
Financial Year 23-24, that is 2023-24 2023-24
represented by the value of the
proposed RPT
f. Justification for why the The proposed RPTs will help the Company in achieving
proposed transaction is in the synergies and economies of scale. Further, the proposed RPT’s
interest of the listed entity will be in the best interest of the members.
g. A copy of the valuation or Not Applicable Not Applicable
other external party report, if
any such report has been relied
upon;
2. Whether the transaction relates to any loans, inter-corporate deposits, advance or
investments made or given by the listed entity or its subsidiary
a. details of the source of funds in The Company shall infuse the funds from its internal accruals.
connection
with the proposed transaction
b. where any financial Not Applicable Not Applicable
indebtedness is incurred to
make or give loans, inter-
corporate deposits, advances
or investments - nature of
indebtedness; - cost of funds;
and – tenure
c. applicable terms, including Giving of loan of not Giving of loan of not exceeding
covenants, tenure, interest rate exceeding INR 10000.00 INR 1000.00 Lakhs on arm’s
and repayment schedule, Lakhs on arm’s length basis. length basis.
whether secured or unsecured; The above loan facilities are The above loan facilities are
if secured, the nature of under unsecured category under unsecured category
security
d. the purpose for which the The financial assistance would be utilized by the borrowing
funds will be utilized by the entities for its business purposes including expansion, working
ultimate beneficiary of such capital requirements and other business and financial
funds pursuant to the RPT requirements.
3. Any other All relevant information forms part of the Explanatory
information that Statement setting out material facts pursuant to Sections 102(1)
may be relevant and 110 of the Companies Act, 2013
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6.

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Sr. Particulars Resolution at Item No. 1
No.
1. Details of Summary of information provided by the management to the Audit Committee
a. Name of the Related Citybazaar Hub Private Limited in which the relative of Managing
Party and Nature of Director is a Director and holds more than 2% of its paid-up share capital.
Relationship
b. Type, material terms, and Giving of loan for an amount not exceeding INR 1000.00 Lakhs on arm’s
particulars of proposed length basis
transaction
c. Tenure of proposed Upto 31 [st] March, 2026
transaction
d. Value of proposed Not exceeding INR 1000.00 Lakhs
transaction
e. Percentage of the The said transaction is 1.89 % of the Company’s Audited Standalone
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Company’s annual turnover of F.Y. 2023-24
consolidated turnover for
the immediately
preceding Financial Year
23-24, that is represented
by the value of the
proposed RPT
f. Justification for why the The proposed RPTs will help the Company in achieving synergies and
proposed transaction is in economies of scale. Further, the proposed RPT’s will be in the best interest
the interest of the listed of the members.
entity
g. A copy of the valuation or Not Applicable
other external party
report, if any such report
has been relied upon;
2. Whether the transaction relates to any loans, inter-corporate deposits, advance or investments
made or given by the listed entity or its subsidiary
a. details of the source of The Company shall infuse the funds from its internal accruals.
funds in connection
with the proposed
transaction
b. where any financial Not Applicable
indebtedness is incurred
to make or give loans,
inter-corporate deposits,
advances or investments -
nature of indebtedness; -
cost of funds; and –
tenure
c. applicable terms, Giving of loan of not exceeding INR 1000.00 Lakhs on arm’s length basis.
including covenants, The above loan facilities are under unsecured category
tenure, interest rate and
repayment schedule,
whether secured or
unsecured; if secured, the
nature of security
d. the purpose for which the The financial assistance would be utilized by the borrowing entities for its
funds will be utilized by business purposes including expansion, working capital requirements and
the ultimate beneficiary other business and financial requirements.
of such funds pursuant to
the RPT
3. Any other All relevant information forms part of the Explanatory Statement setting
information that out material facts pursuant to Sections 102(1) and 110 of the Companies
may be relevant Act, 2013
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Except Mr. Kunal Yadav, Managing Director and their relatives, none of the other directors and the Key Managerial Personnel or their relatives are interested or concerned, financially or otherwise in the Resolution set out at Item No. 1 of the Notice.

The Board of Directors recommend the resolution set forth in Item No. 1 of the notice for your approval as a Special Resolution.

18

ITEM NO. 02

As per Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shareholders’ approval should be obtained for related party transactions which is individually or taken together with previous transactions during a financial year exceeds INR 1000 Crore or 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower.

During the period 01.04.2025 to 31.03.2026, the Company proposes to enter into certain related party transaction(s) as mentioned below, on mutually

agreed terms & condition, and the aggregate of such transaction(s), are expected to cross the applicability materiality thresholds as mentioned above. Accordingly, as per the SEBI Listing Regulations, prior approval of the members is being sought for all such arrangements/transactions proposed to be undertaken by the Company. All transactions entered into by the Company with Related Parties as mentioned below are in the ordinary course of business and are at arm’s length.

The details of Transactions as required under regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 are as under:

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1. Highlink Investment Pvt. Ltd.
Name of Director or Key
(a) Managerial Personnel who is Mr. Kunal Yadav – Managing Director
related:
Highlink Investment Private Limited is a Company in which the
(b) Nature of Relationship
person of the promoter group has a significant influence.
Sale, purchase or supply of goods or materials; availing or rendering
(c) Nature of Transactions
of services and leasing of property.
The Company has entered into an agreement with respective related
Material Terms of Contracts/
(d) party for trading of sugar and for warehouse/ godown on rent with
arrangements/ transactions
market prevailing price inclusive of applicable taxes
Value of the proposed
Value of the proposed transaction not exceeding INR 100 crores
transaction and % of
(Sale and purchase of goods and services) and not exceeding INR16
Company’s audited
(e) Lakh (Leasing of property) in aggregate till 31st March, 2026 and
consolidated turnover of FY
the said transaction is 18.95 % of company’s audited Standalone
2023-2024 and duration/tenure
turnover of FY 2023-2024.
of the proposed transaction
If the transaction relates to any
loans, Inter corporate deposits, The transactions relates to any loans, Inter corporate deposits,
(f) advances or investments made advances or investments made or given by the listed entity or its
or given by the listed entity or its subsidiary separately given in explanatory statement to item no. 1.
subsidiary:
Highlink Investment Private Limited is into the business of trading
of sugar for many years and have excellent track record with good
clientage in market, consequent upon the Company is purchasing the
sugar in bulk from Indian Sucrose Limited. Resulting which the
Company has the good cash flow and fast inventory liquidation.
Indian Sucrose Limited is into the business of manufacturing of
Justification as to why the RPT
(g) sugar and Highlink Investment Private Limited is into the business
is in the interest of the Company
of trading of sugar.
Since both the companies are in the same business and as well as
part of same group, the transation will benefit /help in maximize the
profit and increase in the profit margin and to expand the group as
whole.
Copy of the valuation or other
(h) external party report, if any Not Applicable
such report has been relied
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19

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upon.
Any Other information relevant
The transactions will in the ordinary course of business with
or important for the members to
(i) prevailing market price and in the best interests of the group as
make a decision on proposed
whole and members.
transaction
2. Tiazo Trade Private Limited.
Name of Director or Key
(a) Managerial Personnel who Mr. Kunal Yadav – Managing Director
is related:
Tiazo Trade Private Limited is a company in which the Managing
(b) Nature of Relationship
Director and his relative is a Member.
Sale, purchase or supply of goods or materials, availing or rendering
(c) Nature of Transactions
of services and leasing of property
Material Terms of The Company has entered into an agreement with respective related
(d) Contracts/ arrangements/ party for trading of sugar and for warehouse/ godown on rent with
transactions market prevailing price inclusive of applicable taxes.
Value of the proposed
transaction and % of Value of proposed transaction not exceeding INR50 crores (Sale and
Company’s audited purchase of goods and services) and not exceeding INR16 Lakh
(e) consolidated turnover of FY (Leasing of property) in aggregate till 31st March, 2026 for all the
2023-2024 and transactions and the said transaction is 9.49 % of company’s audited
duration/tenure of the Standalone turnover of FY 2023-2024.
proposed transaction
If the transaction relates to
any loans, Inter corporate
The transactions relates to any loans, Inter corporate deposits,
deposits, advances or
(f) advances or investments made or given by the listed entity or its
investments made or given
subsidiary separately given in explanatory statement to item no. 1.
by the listed entity or its
subsidiary:
Justification as to why the The proposed RPTs will help the Company in achieving synergies
(g) RPT is in the interest of the and economies of scale. Further, the proposed RPT’s will be in the
Company best interest of the members.
Copy of the valuation or
other external party report,
(h) Not Applicable
if any such report has been
relied upon.
Any Other information
relevant or important for The transactions will in the ordinary course of business with
(i) the members to make a prevailing market price and in the best interests of the group as
decision on proposed whole and members.
transaction
3. Dharamputra Food Industries Pvt. Ltd.
Name of Director or Key
(a) Managerial Personnel who Mr. Kunal Yadav – Managing Director
is related:
Dharamputra Food Industries Private Limited is a Company in
(b) Nature of Relationship
which the Managing Director and his relative is a member.
Sale, purchase or supply of goods or materials, availing or rendering
(c) Nature of Transactions
of services and leasing of property
Material Terms of The Company has entered into an agreement with respective related
(d) Contracts/ arrangements/ party for Trading of sugar and for warehouse/ godown on rent with
transactions market prevailing price inclusive of applicable taxes.
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Value of the proposed
transaction and % of Value of proposed transaction not exceeding INR100 crores (Sale
Company’s audited and Purchase of goods and Services) and not exceeding INR 25 Lakh
(e) consolidated turnover of FY (Leasing of Property) in aggregate till 31st March, 2026 for all the
2023-2024 and transactions and the said transaction is 18.96 % of company’s
duration/tenure of the audited Standalone turnover of FY 2023-2024.
proposed transaction
If the transaction relates to
any loans, Inter corporate
The transactions relates to any loans, Inter corporate deposits,
deposits, advances or
(f) advances or investments made or given by the listed entity or its
investments made or given
subsidiary separately given in explanatory statement to item no. 1
by the listed entity or its
subsidiary:
The current scenario in Asian marketing for demand is very
challenging and tough to getting the order in bulk due to cut throat
competitors at reasonable price. The company is getting the bulks
supply order of sugar from Dharamputra Food Industries Private
Limited. Dharamputra Food Industries Private Limited has good
distribution channels having with results oriented team to capture
Justification as to why the
asian market at large and establish the sugar brand in market.
(g) RPT is in the interest of the
Dharamputra Food Industries Private Limited also provides other
Company
auxiliary services to promote and flourish the sugar brand yadu in
market which results better revenue, cash inflow and brand
promotion in market. Since both the companies are in same group
and it helps to maximize the profit and to increase the profit margin
and to expand the group as whole.
Copy of the valuation or
other external party report,
(h) Not Applicable
if any such report has been
relied upon.
Any Other information
relevant or important for The transactions will in the Ordinary course of business with
(i) the members to make a prevailing market price and in the best interests of the group as
decision on proposed whole and members.
transaction
4. Indian Green Revolution Pvt. Ltd.
Name of Director or Key
(a) Managerial Personnel who Mr. Kunal Yadav – Managing Director
is related:
Indian Green Revolution Private Limited is a Company in which
(b) Nature of Relationship
immediate relative of the Managing Director is Director
Sale, purchase or supply of goods or materials, availing or rendering
(c) Nature of Transactions
of services and leasing of property
The Company has entered into an agreement with respective related
party to use their expertise for business promotion, Marketing and
Material Terms of Brand Developments of its sugar products with different pack size
(d) Contracts/ arrangements/ to capture the major asian market and to establish its footprint in
transactions retail segment and establish its brand amongst the customer at large
scale at arm length basis.
Value of the proposed Value of proposed transaction not exceeding INR180 crores ((Sale
transaction and % of and Purchase of goods and Services) and not exceeding INR 25
(e)
Company’s audited Lakhs (Leasing of property) in aggregate till 31st March, 2026 for
consolidated turnover of FY all the transactions and the said transaction is 34.10 % of company’s
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2023-2024 and audited Standalone turnover of FY 2023-2024.
duration/tenure of the
proposed transaction
If the transaction relates to
any loans, Inter corporate
deposits, advances or
(f) Not Applicable
investments made or given
by the listed entity or its
subsidiary:
The Company has entered into an agreement with respective related
party to increase the sales in the domestic market by using the good
marketing strategies of the Indian Green Revolution Private Limited.
Such strategies will bring the more synergies in the group and also
build the revenue scales and balance in the business of the Indian
Sucrose Limited. Indian Green Revolution Private Limited is been
Justification as to why the
acting a robust bridge between demand and supply of our products
(g) RPT is in the interest of the
according to the needs of the customers in the domestic markets.
Company
Ultimately both companies are flourishing their business and profits
by assisting each other which reduces the cut throat competitions in
present scenarios. Indian Green Revolution Private Limited has an
excellent history in the supply of sugar distribution channels with
result oriented team works. It has also good holds in the sugar supply
channels in domestic markets.
Copy of the valuation or
other external party report,
(h) Not Applicable
if any such report has been
relied upon.
Any Other information
relevant or important for The transactions will in the Ordinary course of business with
(i) the members to make a prevailing market price and in the best interests of the group as
decision on proposed whole and members.
transaction
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5. Yadu Sugar Limited.
Type, material terms, and Giving of loan for an amount not exceeding INR 10,000.00 Lakhs
(a) particulars of proposed on arm’s length basis
transaction
Yadu Sugar Limited is a Company in which the Managing Director
Name of the Related Party and
(b) and his relative is a Director and holds alongwith his relatives, more
Nature of Relationship
than 2% of its paid-up share capital.
Upto 31 [st] March, 2026
(c) Tenure of proposed transaction
(d) Value of proposed transaction Not exceeding INR 10000.00 Lakhs
Percentage of the Company’s
annual consolidated turnover
for the immediately preceding The said transaction is 18.92% of the Company’s Audited
(e)
Financial Year 23-24, that is Standalone turnover of F.Y. 2023-24
represented by the value of the
proposed RPT
Justification for why the The proposed RPTs will help the Company in achieving synergies
(f) proposed transaction is in the and economies of scale. Further, the proposed RPT’s will be in the
interest of the listed entity best interest of the members.
(g) [A copy of the valuation or other ]
external party report, if any [Not Applicable ]
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such report has been relied
upon;
Whether the transaction relates to any loans, inter-corporate deposits, advance or investments
(2)
made or given by the listed entity or its subsidiary
details of the source of funds in
(i) connection The Company shall infuse the funds from its internal accruals
with the proposed transaction
where any financial
indebtedness is incurred to
make or give loans, inter- Giving of loan of not exceeding INR 10000.00 Lakhs on arm’s
(ii) corporate deposits, advances or length basis.
investments - nature of The above loan facilities are under unsecured category
indebtedness; - cost of funds;
and – tenure
the purpose for which the funds
The financial assistance would be utilized by the borrowing entities
will be utilized by the ultimate
(iii) for its business purposes including expansion, working capital
beneficiary of such funds
requirements and other business and financial requirements.
pursuant to the RPT
applicable terms, including
covenants, tenure, interest rate Giving of loan of not exceeding INR 1000.00 Lakhs on arm’s length
(iv) and repayment schedule, basis.
whether secured or unsecured; The above loan facilities are under unsecured category
if secured, the nature of security
Any other All relevant information forms part of the Explanatory Statement
(3) information that setting out material facts pursuant to Sections 102(1) and 110 of the
may be relevant Companies Act, 2013.
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6. Cosmos Industries Limited.
Type, material terms, and Giving of loan of not exceeding INR 10000.00 Lakhs on arm’s
(a) particulars of proposed length basis.
transaction
Cosmos Industries Limited in which the Managing Director and his
Name of the Related Party and
(b) relative is a Director and holds alongwith his relatives, more than
Nature of Relationship
2% of its paid-up share capital.
Upto 31 [st] March, 2026
(c) Tenure of proposed transaction
(d) Value of proposed transaction Not exceeding INR 10,000.00 Lakhs
Percentage of the Company’s
annual consolidated turnover
for the immediately preceding The said transaction is 18.92 % of the Company’s Audited
(e)
Financial Year 23-24, that is Standalone turnover of F.Y. 2023-24
represented by the value of the
proposed RPT
Justification for why the The proposed RPTs will help the Company in achieving synergies
(f) proposed transaction is in the and economies of scale. Further, the proposed RPT’s will be in the
interest of the listed entity best interest of the members.
A copy of the valuation or other
external party report, if any
(g) Not Applicable
such report has been relied
upon;
Whether the transaction relates to any loans, inter-corporate deposits, advance or investments
(2)
made or given by the listed entity or its subsidiary
details of the source of funds in
(i) The Company shall infuse the funds from its internal accruals.
connection
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with the proposed transaction where any financial indebtedness is incurred to make or give loans, inter(ii) corporate deposits, advances or Not Applicable investments - nature of indebtedness; - cost of funds; and – tenure applicable terms, including covenants, tenure, interest rate Giving of loan of not exceeding INR 10000.00 Lakhs on arm’s (iii) and repayment schedule, length basis. whether secured or unsecured; The above loan facilities are under unsecured category if secured, the nature of security the purpose for which the funds The financial assistance would be utilized by the borrowing entities will be utilized by the ultimate (iv) for its business purposes including expansion, working capital beneficiary of such funds requirements and other business and financial requirements. pursuant to the RPT Any other All relevant information forms part of the Explanatory Statement (3) information that setting out material facts pursuant to Sections 102(1) and 110 of the may be relevant Companies Act, 2013

The Board is of the opinion that the aforesaid related party transactions are in the best interests of the group as whole and it members and therefore, recommends the resolution set out at item No. 2 of the notice for the approval of the members in terms of Regulation 23(4) of the SEBI (LODR) Regulations, 2015.

Except Mr. Kunal Yadav, Managing Director and their relatives, none of the other directors and the Key Managerial Personnel or their relatives are interested or concerned, financially or otherwise in the Resolution set out at Item No. 2 of the Notice.

No related party will vote to approve the transaction, whether the entity is a related party to the transaction or not.

By order of the Board For Indian Sucrose Limited

Kunal Yadav Date: 20.02.2025 DIN:01338110 Place: New Delhi Managing Director

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