Magadh Sugar & Energy Ltd

Your Directors present herewith the 11^th Annual Report on the business & operations of the Company along with the Audited Statement of Accounts for the financial year ended 31^st March, 2025.

During the year under review, your Company continued with various modernisation and de-bottlenecking activities. During the year under review your Company has completed the capital project of increasing Sugarcane Crushing capacity from 7500 TCD to 10000 TCD and steam saving measures at its Narkatiaganj unit resulting into Bagasse Saving.

A detailed analysis of the Company's operations, future expectations and business environment has been given in Discussion & Analysis Report which is made an integral part of this Report and marked as "Annexure A".

The Company recorded Total Revenue of Rs.1,32,510.66 lakhs (including other income aggregating to Rs.282.16 lakhs) during the financial year ended 31^st March, 2025. The Revenue from Operations (Gross) of the Company for the year 2024-25 stood at Rs.1,32,228.50 lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation for the year under review stood at Rs.21,366.49 lakhs representing 16.12 % of the total revenue.

There is no change in the nature of business of the Company. There were no significant or material orders passed by regulators, courts or tribunals impacting the Company's operation in future.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year i.e. 31^st March 2025 and date of this report.

Your Board has recommended a dividend of HI2.50 per equity share 125% (face value of Rs.10/- each) for the financial year ended March 31, 2025. The proposal is subject to the approval of the Members at the 11^th Annual General Meeting (AGM) of your Company scheduled to be held on August 2, 2025. The dividend will entail a cash outflow of Rs.1,761.45 lakhs (previous year Rs.2,113.74 lakhs).

As permitted under the provisions of the Companies Act, 2013("the Act"), the Board does not propose to transfer any amount to General Reserve.

During the year, the Company has not accepted any deposits from the public under Chapter V of the Act. There was no public deposit outstanding as at the beginning and end of the financial year 2024-25.

The Authorized Share Capital of the Company stood at Rs.40,10,00,000/-(Rupees Forty crore and ten lakhs) divided into 2,51,00,000 (Two crore fifty one lakhs) Equity Shares of Rs.10/- (Rupees ten) each and 15,00,000 (Fifteen lakhs) Preference Shares of Rs.100/- and there is no change in the authorised capital. The Issued and Subscribed Share Capital of your Company, as on 31^st March, 2025, stood at Rs.14,09,16,300/- divided into 1,40,91,630 Equity Shares of Rs.10/- each.

The Company does not have any subsidiary company or any associate company or any joint venture with any person. However, the Company has in place a policy for determining material subsidiaries in line with the requirement of SEBI (LODR) Regulations, 2015 ('Listing Regulations') as amended from time to time. The said Policy is being disclosed on the Company's website at the weblink https://magadhsugar. com/wp-content/uploads/2024/07/Magadh-Sugar-Policy- for-Determining-Material-Subsidiaries.pdf

India Ratings and Research - a Credit Rating Agency, has assigned the Credit Rating IND A with respect to long-term bank facilities whereas short-term bank facilities rating has been assigned rating of IND A1.

The Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes, fair transparent performance evaluation and taking new initiatives to further align its Human Resource policies to meet the growing needs of its business.

The Board of Directors comprises of seven Non-Executive Directors having experience in varied fields and a Whole time Director. Out of seven Non-Executive Directors, five are Independent Directors and one Promoter Director. Mr Chandra Shekhar Nopany is the Promoter Chairperson of the Company.

The Company has received necessary declaration from each Independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 25 of the Listing Regulations, 2015.

The Board of Directors is of the opinion that the Independent Directors are persons of integrity with high level of ethical standards, they possess requisite expertise and experience for appointment as Independent Director of the Company. All the Independent Directors are exempt from the

requirement to undertake online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

The Shareholders of the Company at the Annual General Meeting ("AGM") held on 1^st August, 2024 appointed Mr. Rajan Arvind Dalal (DIN: 00546264) as a Director of the Company with effect from 14^th May, 2024, liable to retire by rotation.

Mr Chandra Mohan (DIN-07760264), ceased to be the Wholetime Director and Key Managerial Personnel of the Company with effect from 14^th May, 2025.

Mr Pankaj Singh (DIN-11090613) was appointed as Wholetime Director and Key Managerial Personnel of the Company for a period of 3 (three) years with effect from 14^th May, 2025, subject to the approval of the shareholders at the ensuing AGM of the Company.

Mr. Chandra Shekhar Nopany (DIN-00014587) will retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment as Director of the Company.

Necessary resolution seeking the approval of the shareholders for the proposed appointment/re-appointment of Directors along with forms part of the Notice of the ensuing AGM along with their brief profile and terms of appointment/ reappointment, have been incorporated in the Notice of the ensuing AGM.

In pursuance of the provisions of the Companies Act, 2013 and according to Regulation 25(3) of the Listing Regulations, 2015, the Performance Evaluation Criteria has been laid down for effective evaluation of performance of the Board of Directors, the Committees thereof and individual Directors including the Chairperson of the Company. After detailed discussion at Board level as well as taking input from each Director, Nomination and Remuneration Committee finalized the format / questionnaires containing various parameters to evaluate the performance of Board and its committee(s), Individual Directors and Chairperson of the Company. The performance evaluation parameters are based on their roles and responsibilities, contribution to the Company's goals, decision making process, flow of information and various other aspects. The evaluation of performance of the Board as a whole, Committees of the Board, individual Directors including the Chairperson of the Company was carried out for the Financial Year 2024-25. Nomination and Remuneration Committee evaluated the performance of the individual Director.

The Independent Directors in their separate meeting held on 17^th March, 2025 carried out the evaluation of the Board of Directors as a whole, Chairperson of the Company and Non-Independent Directors. The evaluation of Independent Directors was carried out without the presence of concerned Director.

The Chairperson of Nomination and Remuneration Committee has submitted report of the respective evaluations to the Chairperson of the Company. Based on the questionnaires received from the Directors and considering the reports of Chairperson of Nomination and Remuneration Committee, the Board has evaluated its own performance and that of its committees and individual directors including independent directors.

A certificate obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, is enclosed as "Annexure- E" to this Report.

Mr. Sudershan Bajaj ceased to be the Chief Financial Officer and Key Managerial Personnel of the Company from close of business hours on August 31,2024. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Manoj Prasad as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 14^th August, 2024.

The Key Managerial Personnel of the Company as on 31^st March, 2025 are as under:

a. Mr. Chandra Mohan, Whole time Director

b. Mr. Manoj Prasad, Chief Financial Officer

c. Mr. S Subramanian, Company Secretary

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to Directors & employees of the Company and a declaration to the said effect by the Whole-time Director is made part of Corporate Governance Report which forms part of this report. There has been no change in this policy during the year under review. The Code is available on the Company's website at the weblink https:// magadhsugar.com/wp-content/uploads/2024/07/Magadh- Sugar-Policy-for-Determining-Material-Subsidiaries.pdf. All Directors have confirmed compliance with the provisions of Section 164 of the Companies Act, 2013.

Periodic presentations are made at the Board Meetings, business, performance updates & business strategy of the Company. The details of the familiarisation programme (other than through meeting of Board and its Committees) imparted to Independent Director are uploaded on the website of the Company and available at the weblink https:// magadhsugar.com/wp-content/uploads/2025/03/MSEL- Famprog-1.pdf

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Remuneration Policy. There has been no change in this policy during the year under review and a copy of the said Policy is available at the website of the Company at the weblink https://magadhsugar.com/wp- content/uploads/2025/06/Magadh-Sugar-Nomination-and- Remuneration-Policy.pdf

The Remuneration Policy, inter-alia, includes the appointment criterion & qualification requirements, process for appointment & removal, retirement policy and remuneration structure & components, etc. of the Directors, Key Managerial Personnel (KMP) and other senior management personnel of the Company. As per the Remuneration Policy, a person proposed to be appointed as Director, KMP or other senior management personnel should be a person of integrity with high level of ethical standards. In case of appointment as an independent director, the person should fulfil the criteria of independence prescribed under the Companies Act, 2013, rules framed thereunder and the Listing Regulations. The Remuneration Policy also contains provisions about the payment of fixed & variable components of remuneration to the Whole-time Director and payment of sitting fee & commission to the non-executive directors.

Your Company believes in long term strategy to contribute to the well-being and development of the society especially the rural population around its plants at Narkatiaganj, Sidhwalia and Hasanpur . As part of its CSR initiatives, the Company is working mainly in the areas of imparting School Education, Technical & Vocational Education, Rural Development, Community Healthcare etc. This multipronged CSR approach is showing notable improvement in the quality of life of rural population. The Company continues to spend to support local initiatives to improve infrastructure as well as support in other corporate social responsibilities. The CSR Policy as approved by the Board is available on Company's weblink https://magadhsugar.com/wp-content/ uploads/2025/06/Magadh-Sugar-CSR-Policy.pdf There has been no change in this policy during the year under review.

The composition and terms of reference of Corporate Social Responsibility Committee are given in the Corporate Governance Report. The Annual Report on CSR activities (including the details of the development and implementation of the Corporate Social Responsibility Policy) as prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure I " to this Report.

For the purpose of Section 135 of the Companies Act, 2013, the amount equivalent to 2% of the average net profits of

the Company made during the immediately preceding three financial years works out to Rs.203.97 lakhs. As against this, the Company had spent Rs.212.63 lakhs on CSR projects / programs during the Financial Year 2024-25.

A calendar of Meeting is prepared and circulated in advance to the Directors. The Board evaluates all the decisions on a collective consensus basis amongst the Directors. During the financial year ended 31^st March 2025, 5 (five) Meetings of the Board of Directors of the Company were held. The details of the Board Meetings held during the year under review are given in the Corporate Governance Report forming a part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013.

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Finance & Corporate Affairs Committee

Details of composition, terms of reference and number of meetings held in in the financial year 2024-2025 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

An Internal Complaints Committee was constituted by the Company in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Act aims at protecting women's right to gender equality, life and liberty at workplace to encourage women participation at work. The Committee meets all the criteria including its composition mentioned in the Act and relevant Rules. No complaint has been received by the Committee during the year under review.

It is the Company's policy not to give any loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate or person. In compliance with section 186 of the Companies Act, 2013, loans to employees, if any, bear applicable interest rates. During the year under review, the Company has not made any investment in securities of other body corporate. The details of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

All Related Party Transactions entered during the year were on arm's length basis and in the ordinary course of business. There have been no materially-significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large. Accordingly, disclosure of contracts or arrangements with Related Parties as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The Policy on Related Party Transactions as approved by the Board can be accessed on the Company's website at following web-link https://magadhsugar.com/wp-content/ uploads/2025/06/Magadh-Sugar-Related-Party-Transaction- Policy.pdf The details of related party transactions are set out in the notes to the financial statements.

In line with the regulatory requirements, the Company has formally framed Risk Management Policy to identify and assess the key risk areas, monitor and report the compliance and effectiveness of the same. A Risk Management Committee, has been constituted voluntarily to oversee the risk management process in the Company with an objective to review the major risks which effect the Company from both the external and the internal environment perspective. Appropriate actions have been initiated to either mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor the risks on a regular basis. The details of the terms of reference, number and date of meeting, attendance of Directors and remuneration paid to them are separately provided in the Corporate Governance Report.

The Company has laid down internal financial control's, through a combination of Entity level controls, Process level controls and IT General controls inter-alia to ensure orderly and efficient conduct of business, including adherence to the Company's policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information,

safeguarding of assets, prevention and detection of frauds and errors. The evaluations of these internal financial controls were done through the internal audit process and were also reviewed by the Statutory Auditors. Based on their view of these reported evaluations, the Directors confirm that, for the preparation of financial statements for the financial year ended 31^st March, 2025, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.

The Company has established a vigil mechanism and adopted whistle blower policy, pursuant to which whistle blowers can report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct policy. During the year under review, there has been change in this policy with respect to leak or suspected leak of Unpublished Price Sensitive Information has been incorporated so that whistle blowers can report concerns. The mechanism provides adequate safeguards against victimisation of persons who use this mechanism. The brief detail about this mechanism may be accessed on the Company's website at the https:// magadhsugar.com/wp-content/uploads/2025/06/Magadh- Sugar-Whistle-Blower-Policy.pdf

Your Directors strive to maintain highest standards of Corporate Governance. The Corporate Governance Report for the Financial Year 2024-2025 is attached as "Annexure B" to this Report. All the Director's of the Company and Senior Management Personnel have confirmed the compliance of Code of Conduct of the Company. The declaration of the Whole-time Director confirming compliance with the 'Code of Conduct' of the Company is enclosed as "Annexure C" to this Report and Auditor's Certificate confirming compliance with the conditions of Corporate Governance is enclosed as "Annexure D" to this Report.

As per the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the Financial Year 2024-25 is available on Company's website at the weblink https://magadhsugar.com/annual-return/

During the year under review the Company has undertaken Research & Development initiatives with an intention to improve the sugar recovery ratio and to educate the cane growers to cultivate improved variety of sugarcane and to otherwise increase the sucrose contents in their produce.

The shareholders of the Company, at the AGM held on 21^st July, 2022, had appointed M/s B S R & Co LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022), as Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of the 8^th (eighth) Annual General Meeting of the Company held on 21^st July, till the conclusion of the 13^th (Thirteenth) Annual General Meeting of the Company.

The Notes to the Financial Statements read with the Auditor's Reports are self-explanatory and therefore, do not call for further comments or explanations. There has been no qualification, reservation, adverse remark or disclaimer in the Auditor's Reports.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Sugar activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s D Radhakrishnan & Co., Cost Accountants, as the Cost Auditor to audit the cost accounts of the Company for the financial year 2025-26. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members at the ensuing Annual General Meeting for their ratification.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee has approved the appointment of Messrs Vinod Kothari & Co., Practising Company Secretaries (Firm Registration Number P1996WB042300), as Secretarial Auditors of the Company for a period of five consecutive years commencing from Financial Year 2025-2026 to 2029-2030, subject to approval of the shareholders at the ensuing Annual General Meeting.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2025 issued by the Secretarial Auditor, does not contain any qualification, reservation, adverse remark or disclaimer. The said Report is annexed to this Board's Report as Annexure-F.

During the year, the auditors, the secretarial auditors and cost auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure G".

The human resource is an important asset which has played pivotal role in the performance and growth of the Company over the years. Your Company maintains very healthy work environment and the employees are motivated to contribute their best in the working of the Company. The information required to be disclosed in pursuance of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure H" to this Report and forms an integral part of this Report.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Mr. Chandra Mohan, the Whole time Director and Mr. Manoj Prasad, Chief Financial Officer have submitted certificates to the Board as contemplated under Regulation 17(8) of the Listing Regulations, 2015. Since your Company does not have a designated Chief Executive Officer, the aforesaid certificate is being signed by Mr. Chandra Mohan, Whole-time Director of your Company which is line with the Frequently Asked Questions issued by Securities and Exchange Board of India..

Your Directors take this opportunity of recording their appreciation of the shareholders, financial institutions, bankers, suppliers and cane growers for extending their support to the Company. Your Directors are also grateful to various ministries in the Central Government and State Government of Bihar, the Sugar Directorate and the Sugar Development Fund for their continued support to the Company. The Board of Directors also convey its sincere appreciation of the commitment and dedication of the employees at all levels.