Magadh Sugar & Energy Ltd Directors Report

Your Directors take pleasure in presenting the 12th Annual Report on the business and operations of your Company, along with the financial statements for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS

	Year ended 31st March, 2026	Year ended 31st March, 2025
Revenue from Operations (Gross)	1,24,453.71	1,32,228.50
Profit before Finance Costs, Tax, Depreciation and Amortization	15,050.62	21,366.49
Less: Depreciation & Amortization Expenses	2,975.38	2,742.09
Finance Costs	3,551.98	3,846.39
	6,527.36	6,588.48
Profit/(Loss) Before Tax	8,523.26	14,778.01
Less: Provision for Tax
Current Tax	1,775.75	3,175.89
Deferred Tax Charge	394.75	657.51
	2,172.50	3,8 3 3.40
Profit/(Loss) After Tax	6,350.76	10,944.61

There have been no material changes and commitments affecting the financial position of the Company which have occurred between end of the financial year and the date of this report.

The Company has not transferred any amount to Reserves for the year ended 31st March, 2026.

2. OPERATING PERFORMANCE

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

3. FINANCIAL PERFORMANCE 2025-26

The Company recorded Total Revenue of H1,24,878.34 lakhs (including other income aggregating to H424.63 lakhs) during the financial year ended 31st March, 2026. The Revenue from Operations (Gross) of the Company for the year 2025-26 stood at H1,24,453.71 lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation for the year under review stood at H15,052.62 lakhs representing 12.05% 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 Companys operation in future.

4. DIVIDEND

Your Board has recommended a dividend of HI 2.50 per equity share 125% (face value of Rs 10/- each) for the financial year ended 31st March, 2026. The proposal is subject to the approval of the Members at the Twelfth Annual General Meeting (AGM) of your Company scheduled to be held on 29th July, 2026. The dividend will entail a cash outflow of H1,761.45 lakhs (previous year H1,761.45 lakhs).

5. PUBLIC DEPOSITS

During the year under review, the Company did not accept any deposit from the public under Chapter V of the Companies Act, 2013 (the Act). There was no public deposit outstanding as at the beginning and end of the Financial Year 2025-26.

6. SHARE CAPITAL

The Authorized Share Capital of the Company stood at H40,10,00,000/-(Rupees forty crore and ten lakhs) divided into 2,51,00,000 (Two crore fifty one lakhs) Equity Shares of H10/- (Rupees ten) each and 15,00,000 (Fifteen lakhs) Preference Shares of H100/-. The Issued and Subscribed Share Capital of your Company as on 31st March, 2026, stood at H14,09,16,300/- divided into 1,40,91,630 Equity Shares of H10/- each. There has been no change in share capital of your Company during the year.

7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

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 Companys website at the weblink https://magadhsugar.com/wp-content/uploads/2024/07/ Magadh-Sugar-Policy-for-Determining-Material-Subsidiaries. pdf

8. CREDIT RATING

During the year, CARE Ratings assigned a long-term bank facilities rating of CARE A+/ Stable and reaffirmed the shortterm bank facilities rating at CARE A1.

The details of such Credit Rating are given in the Corporate Governance Report forming a part of this Annual Report.

9. HUMAN RESOURCES

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.

10. DIRECTORS

As on 31st March, 2026, the Board of Directors of your Company comprised of nine directors including a Wholetime Director and eight Non-Executive Directors, of which five are Independent Directors (including one woman independent director). Mr Chandra Shekhar Nopany is the Promoter Chairperson of the Company.

Mr. Chandra Mohan (DIN 07760264) resigned as Whole-time Director of the Company w.e.f. close of business hours on 14th May, 2025. The Board places on record its appreciation for valuable services and guidance provided by Mr Chandra Mohan during his tenure as Whole-time Director.

Based on the recommendation of the Nomination & Remuneration Committee (NRC), the Board of Directors, appointed Mr. Pankaj Singh (DIN: 11090613) as an Additional Director and Whole-time Director for a term of 3 consecutive years with effect from 14th May, 2025, subject to the approval of the Members of the Company. His appointment was regularised at the AGM held on 30th July, 2025.

Further, based on the recommendation of the NRC, the Board of Directors, appointed Ms Shalini Nopany (DIN 00077299) as an Additional Non-Executive Director of your Company w.e.f. 12th November, 2025. Members approved the above appointment through a Resolution passed by Postal Ballot with requisite majority on 18th December, 2025.

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr Pankaj Singh (DIN 11090613) will retire by rotation at the ensuing 12th AGM and being eligible, offers himself for reappointment.

Necessary resolution seeking approval of the members for the proposed appointment/ re-appointment of Director, along with his brief profile and terms of reappointment, have been incorporated in the Notice of the ensuing AGM.

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

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company are included in the data bank maintained by the Indian Institute of Corporate Affairs.

Performance Evaluation

In pursuance of the provisions of the Act 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. In accordance with the manner of evaluation specified by the NRC, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees.

The Independent Directors at their separate meeting held on 12th March, 2026 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.

Certificate of 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.

11. KEY MANAGERIAL PERSONNEL

Mr. Chandra Mohan (DIN 07760264) resigned as Wholetime Director and Key Managerial Personnel (KMP) of your Company w.e.f. close of business hours on 14th May, 2025. The Board places on record its appreciation for valuable services and guidance provided by Mr Chandra Mohan during his tenure as Whole-time Director.

Based on the recommendation of the NRC the Board of Directors, appointed Mr. Pankaj Singh (DIN: 11090613) as Whole-time Director and KMP with effect from 14th May, 2025.

Mr. Manoj Prasad ceased to be the Chief Financial Officer and Key Managerial Personnel of the Company from close of business hours on 5th August, 2025. On the recommendation of the NRC, the Board of Directors has appointed Mr. Aditya Baheti as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 6th August, 2025.

The Key Managerial Personnel of the Company as on 31st March, 2026 are as under:

a. Mr. Pankaj Singh, Whole time Director

b. Mr. Aditya Baheti, 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 Companys website at the weblink https://magadhsugar.com/wp-content/ uploads/2025/06/Magadh-Sugar-Code-of-Conduct.pdf All Directors have confirmed compliance with the provisions of Section 164 of the Companies Act, 2013.

12. FAMILIARISATION PROGRAMME

Periodic presentations are made at the Board Meetings, business, performance updates & business strategy of the Company. The details of the familiarisation programme imparted to Independent Director are uploaded on the website of the Company and available at the weblink https:// magadhsugar.com/wp-content/uploads/2025/06/MSEL- Famprog24-25.pdf

13. REMUNERATION POLICY

In pursuance of the provisions of Section 178 of the Act 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, 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 Act, 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.

14. CORPORATE SOCIAL RESPONSIBILITY POLICY

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 Corporate Social Responsibility(CSR) initiatives, the Company is working mainly in the areas of imparting School Education, Technical & Vocational Education, Rural Development, Community Healthcare etc. This multi-pronged 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 obligation of your Company in terms of the applicable provisions of the Act and Rules made thereunder for the Financial Year 2025-26 is H258.16 lakhs. Your Company has spent spent H273.29 lakhs on various CSR projects / programs during the year under review.

The composition and terms of reference of Corporate Social Responsibility Committee are given in the Corporate Governance Report. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at 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 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 Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure I " to this Report.

15. BOARD MEETINGS

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 31st March 2026, 4 (Four) 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 Act and the Listing Regulations.

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

16. COMMITTEES OF THE BOARD

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 2025-26 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.

17. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and conducive work environment to its employees as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint pertaining to sexual harassment has been received by the Company during the year under review.

18. LOANS, GUARANTEE AND INVESTMENTS

It is the Companys 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 Act loans to employees bear applicable interest rates. During the year under review, the Company has not made any investment in securities of other body corporate. The particulars of loans and guarantees given, security provided and investments made, if any, under Section 186 of the Act are provided in Notes to the Financial Statements.

19. RELATED PARTY CONTRACTS

/ ARRANGEMENTS

All Related Party Transactions entered during the year were on arms 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 Act in Form AOC-2 is not applicable.

The Policy on Related Party Transactions as approved by the Board can be accessed on the Companys 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.

20. RISK MANAGEMENT

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 comprising of an Independent Director, Whole time Director, Chief Financial Officer and the Group President 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 director and remuneration paid to them are separately provided in the Corporate Governance Report.

21. INTERNAL FINANCIAL CONTROLS

The Company has laid down internal financial controls, 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 Companys 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 31st March, 2026, 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.

22. WHISTLE BLOWER / VIGIL MECHANISM

The Company has established a vigil mechanism for Directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud, violation of the Companys "Code of Conduct and Ethics" or leak of Unpublished Price Sensitive Information of the Company. The mechanism provides adequate safeguards against victimisation of persons who use this mechanism. No personnel were denied access to the Audit Committee during the Financial Year 2025-26. The Whistle Blower Policy is available on the website of the Company at the weblink https://magadhsugar.com/wp-content/uploads/2025/06/ Magadh-Sugar-Whistle-Blower-Policy.pdf

23. CORPORATE GOVERNANCE & ANNUAL RETURN

The Company is committed to maintain the highest standards of governance. The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations, and accordingly, the Corporate Governance Report for the Financial Year 2025-26 is attached as "Annexure B" to this Report.

All the Directors of the Company and senior management personnel have confirmed compliance of the Code of Conduct of the Company. The declaration of the Wholetime Director confirming compliance with the Code of Conduct of the Company is enclosed as "Annexure C" to this Report and Auditors Certificate confirming compliance with the conditions of Corporate Governance is enclosed as "Annexure D" to this Report.

A copy of annual return of the Company is available on the website of the Company on the weblink: https:// magadhsugar.com/annual-return/

24. RESEARCH & DEVELOPMENT

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.

25. AUDITORS STATUTORY AUDITORS

The shareholders of the Company, at the AGM held on July 21, 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 Eighth AGM of the Company held on July 21,2022 till the conclusion of the Thirteenth AGM of the Company.

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

COST AUDITORS

Pursuant to Section 148 of the Act 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 (FRN: 000018) as the Cost Auditor to audit the cost accounts of the Company for the financial year 2026-27. As required under the Act and Rules framed thereunder, your Directors are seeking ratification from the members of the Company for the remuneration payable to M/s D Radhakrishnan & Co., Cost Accountants for the financial year 2026-27.

SECRETARIAL AUDITOR

The shareholders of the Company, at the AGM held on August 2, 2025, have appointed 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 2025-26 to 2029-30.

The Secretarial Audit Report for the Financial Year ended 31st March, 2026, issued by the Secretarial Auditor, does

not contain any qualification, reservation, adverse remark or disclaimer. The said Report is annexed to this Boards Report as "Annexure F".

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

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

27. PARTICULARS OF EMPLOYEES

Your Company lays emphasis on the well-being and development of its human resource, recognizing them as a key driver of success and growth. The statement containing disclosures as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure H" to this Report. Further, in terms of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing names and other particulars of top ten employees in terms of remuneration drawn, and of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report.

However, in terms of the second proviso to Section 136(1) of the Act, the Annual Report, excluding the said statement, is being sent to the members of the Company. Any member interested in obtaining the said information may write to the Company at magadhsugar@birlasugar.org The information will also be available for inspection at the registered office of the Company on all working days (i.e. Monday to Friday) between 11:00 am to 01:00 pm up to the date of the ensuing Annual General Meeting.

28. INVESTOR EDUCTION AND PROTECTION FUND

The details of unclaimed dividend amount and Equity Shares transferred to IEPF Authority in the financial year 2025-26, pursuant to the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules")form part of the Corporate Governance Report.

29. DIRECTORS RESPONSIBILITY STATEMENT

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 31st March, 2026, 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 31st March, 2026 and of the profit and loss 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 Act 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.

30. CEO/CFO CERTIFICATION

Mr. Pankaj Singh, the Whole-time Director and Mr. Aditya

Baheti, Chief Financial Officer have submitted certificates to

the Board as contemplated under Regulation 17(8) of the

Listing Regulations.

31. OTHER DISCLOSURES

During the year under review:

no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and / or its operations in future;

no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

no shares with differential voting rights and sweat equity shares have been issued;

no instance of buyback of shares;

the Company has complied with the provisions of Maternity Benefit Act, 1961;

no agreements requiring disclosure under clause 5A of part A of para A of Schedule III, of the Listing Regulations, 2015 were entered;

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

31. ACKNOWLEDGEMENT

Your Directors take this opportunity to acknowledge and express sincere appreciation for the support and co-operation extended by all the stakeholders, including the Central Government and Government of Bihar, Financial Institutions & Banks, investors and customers. The Board of Directors also convey its sincere appreciation for the commitment and dedication of the employees at all levels who have contributed significantly towards the Companys performance and for enhancing its inherent strength

	For and on behalf of the Board
	Chandra Shekhar Nopany
Place : Kolkata	Chairperson
Dated : 11th May, 2026	DIN - 00014587