Mawana Sugars Ltd Directors Report

Your Directors hereby present the 61^st Annual Report along with Audited Accounts of the Company for the financial year ended March 31, 2025.

FINANCIAL RESULTS

(Rs. Crore)

Sl. Particulars	Financial Year
No.	2024-25	2023-24
1. Profit before interest, depreciation, exceptional items and tax	132.96	122.88
2. Interest	29.51	29.60
3. Depreciation	33.50	35.30
4. Exceptional Items - Income (net)	21.39	-
5. Profit before tax (1-2-3+4)	91.34	57.98
6. Tax expenses	19.94	15.39
7. Profit/(Loss) for the year (5-6)	71.40	42.59
8. Other Comprehensive Income	(0.35)	0.01
9. Total Comprehensive Income (7+8)	71.05	42.60

*Exceptional items includes profit on sale of investment in subsidiaries i.e. Siel Industrial Estate Limited and Siel Infrastructure and Estate Developers Private Limited amounting Rs. 22.99 crore and impairment allowance on investment in Mawana Foods Private Limited by Rs.1.60 crore.

TRANSFER TO RESERVES

No amount is transferred to the General Reserve.

DIVIDEND

Your directors are pleased to recommend a Final Dividend @ 10% i.e. Rs.1/- per equity share of Rs.10/- each for the year ended March 31, 2025, subject to approval of the shareholders at the ensuing Annual General Meeting (‘AGM). This final dividend is in addition to the Interim Dividend of Rs.3/- per equity share paid in November 29, 2024.

OPERATIONS

SUGAR DIVISION

The sugarcane crush during season 2024-25 was 28.70 Lac Tons as compared to 28.35 Lac Tons in the previous season. The entire cane dues of the farmers for the season were paid within stipulated time.

DISTILLERY DIVISION

During the financial year 2024-25, 29657 KL (previous year 39405 KL) of ethanol was produced. For the ethanol year 2024-25 (Nov 24 to Oct 25), the Company is allocated by Oil Marketing Companies a supply of 33,801 KL of ethanol from B Heavy Molasses.

SIGNIFICANT TRANSACTIONS

During the year under review, the following transactions were made:

i) . The Company has transferred its Equity and Preference

Shareholding in Siel Industrial Estate Limited (Siel IE), and Equity Shares in Siel Infrastructure and Estate Developers Private Limited (Siel IED) for a total consideration of Rs. 117 crore including repayment of loans aggregating to Rs. 9.50 crore given by the Company to Siel IE.

ii) . The Company has purchased 1,32,77,049 (including four shares held through Nominees) fully paid-up equity shares of Rs.10/- each from Usha International Limited (UIL) held in Mawana Foods Pvt. Ltd. (MFPL) for a total consideration of Rs. 2.42 crore.

iii) . The Company has acquired the brand ‘MAWANA (including all Trademarks, all related Marks and Copyrights) from Usha International Limited (UIL) for cash consideration of Rs. 5.75 crore.

SUBSIDIARY/ASSOCIATE COMPANIES

a) SUBSIDIARY COMPANIES

Siel Industrial Estate Limited (Siel IE) and Siel Infrastructure & Estate Developers Pvt. Ltd (Siel IED) ceased to be subsidiaries of the Company w.e.f. October 11, 2024.

b) ASSOCIATE/SUBSIDIARY COMPANY

Mawana Foods Private Limited (MFPL), an associate company, has become a wholly owned subsidiary of the Company w.e.f. December 31, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the financial year 2024-2025, are prepared in compliance with applicable provisions of the Companies Act, 2013, (the Act) Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) CHANGE IN DIRECTORSHIP:

Mr. Krishna Shriram (DIN-00031783), Director of the Company will retire by rotation at the forthcoming Annual General Meeting (‘AGM) and being eligible, offers himself for re-appointment.

Mr. Rakesh Kumar Gangwar (DIN-09485856) was appointed Managing Director of the Company for a period of 5 (five) years and payment of remuneration for a period of 1 (one) year effective from August 13, 2024 and requisite approval of the shareholders has been received.

All the Directors have made requisite disclosures under provisions of the Company Act, 2013 and SEBI (LODR) Regulations, 2015.

(b) KEY MANAGERIAL PERSONNEL

During the financial year ended March 31, 2025, the following persons were the Whole Time Key Managerial Personnel (KMP) of the Company in terms of Section 203 of the Act:

Sl. No. Name	Designation
1. Mr. Rakesh Kumar Gangwar*	Managing Director
2. Mr. Dharam Pal Sharma**	Whole Time Director
3. Mr. Vikash	Chief Financial Officer
4. Mr. Ashok Kumar Shukla	Company Secretary

*Appointed as Managing Director of the Company w.e.f. August 13, 2024.

** Ceased as Whole Time Director of the Company w.e.f. August 12, 2024.

DECLARATION U/S 149 (6) OF THE ACT

All the Independent Directors (IDs) have provided requisite declarations under the Companies Act and SEBI (LODR) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the Act/ Regulations.

All the Directors have confirmed that they are not disqualified to be appointed as Directors, and they have not been debarred by SEBI to hold the office of Director.

(c) BOARD/DIRECTORS EVALUATION

The Board has carried out an annual evaluation of its own performance, performance of its committees, and individual Directors as required under the provisions of the Act and the Corporate Governance requirements prescribed by SEBI (LODR) Regulations 2015.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) the applicable accounting standards, along with proper explanation relating to material departures, have been followed in the preparation of the Annual Accounts,

b) sound accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

c) 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) the Annual Accounts have been prepared on a going concern basis;

e) proper internal financial controls have been laid to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

MEETINGS OF THE BOARD

During the financial year ended March 31,2025, five (5) Board meetings were held. In case of urgent business, one (1) resolution was passed by circulation with requisite majority. Compliance of various laws applicable to the Company was reviewed at every meeting of the Audit Committee and the Board. The intervening gap between the Meetings of the Board was within the period prescribed under the Act and the SEBI (LODR) Regulations, 2015. The details of meetings held and attended by the Directors during the year are provided in the Corporate Governance Report.

All statutory and other important items/ information were placed before the Board for approval/review.

INTERNAL FINANCIAL CONTROLS

The Company has over the years evolved effective systems and procedures to ensure internal financial controls in all its establishments to ensure orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically.

An effective communication/ reporting system operates between the Units and Corporate Office to keep various establishments abreast of regulatory changes and ensure compliances.

AUDITORS AND THEIR REPORT

a) STATUTORY AUDITORS

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No:301003E/ E300005) was appointed Statutory Auditors of the Company at the 58th Annual General Meeting (‘AGM) of the Company held on September 29, 2022 for the second and final term of five consecutive years up to the conclusion of 63rd AGM of the Company.

The Report given by the Auditors on the financial statements of the Company for the Financial year ending March 31, 2025 is part of the Annual Report.

b) COST AUDITORS

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. Bahadur Murao Co., Cost Accountants, New Delhi (Firm Registration No. 08) as Cost Auditors for conducting the audit of the cost records maintained by the Company for Sugar, Industrial Alcohol and Co-gen for FY 2025-26.

The Cost Audit Report for the financial year ended March 31,2024 was filed with the appropriate authorities within the prescribed time.

c) SECRETARIAL AUDITORS

The Board has, subject to the approval of the Shareholders, approved the appointment of M/s Nirbhay Kumar & Associates (Peer Review Certificate No. 2441/2022), Practicing Company Secretaries, as Secretarial Auditor of the Company for a term of five consecutive years commencing from financial year 2025-2026 to financial year 2029-2030.

The Secretarial Audit Report for the financial year ended March 31, 2025 is attached as Annexure - 1 of this Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the financial year ended March 31, 2025.

RISK MANAGEMENT

The Company has a Risk Management Committee to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

AUDIT COMMITTEE

As of the date of this report, the Audit Committee comprises of four Directors of which Mr. Satish Agrawal, Mr. Arun Kumar Kaul and Ms. Anuradha Dutt are non-executive independent directors, and Mr. Krishna Shriram is non-executive nonindependent director.

The details of terms of reference of the Audit Committee, number and dates of meeting held, attendance, among others are given separately in the attached Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

Board has constituted a Nomination & Remuneration Committee (NRC). The details of terms of reference, number & dates of meeting held, attendance and other details are given separately in the attached Corporate Governance Report. The Board on the recommendation of NRC framed Nomination and Remuneration Policy for selection and appointment of Directors, senior managerial personnel and their remuneration. The aforesaid policy can be accessed on the Companys website: www.mawanasugars.com.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for executive and non-executive directors and persons who are appointed in Senior Management and Key Managerial positions and to determine their remuneration. The remuneration policy is placed on the Companys website.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has adopted a CSR policy. The Committee is primarily responsible for formulating and recommending to the Board of Directors from time to time the CSR activities and the amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR Projects. The CSR Policy of the Company has been placed on the Companys website. During the year, the Company has not contributed towards CSR in view of accumulated losses.

Annual Report on CSR as format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is enclosed as Annexure - 2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, is enclosed as Annexure - 3 and forms part of this Report.

PARTICULARS OF EMPLOYEES

The requisite information as required under the Act and the Rules made thereunder in respect of employees of the Company is given in Annexure - 4 of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments by the Company are given in the notes to Financial Statements.

RELATED PARTY TRANSACTIONS

The Board has framed a Policy on related party transactions and placed the same on the Companys website.

The related party transactions between the Company and the Directors, Key Management Personnel, the subsidiaries, or the relatives have been disclosed in the financial statements in Notes to Financial Statements and compliance of Section 188(1) of the Act have been duly made wherever applicable.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy/Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The aforesaid policy has also been uploaded on the Companys website.

ANNUAL RETURN

A copy of Annual Return for the year 2023-24, is available on the Companys web link www.mawanasugars.com/ annual- reports. The Annual Return for the year 2024-25 will be uploaded after filing with the Registrar of Companies in due course.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CORPORATE GOVERNANCE

Corporate Governance Report along with Auditors certificate thereon and Management Discussion and Analysis Report form part of this report are annexed herewith and marked as Annexure - 5.

SHARE CAPITAL

During the financial year ended March 31,2025, the Company has not issued any share capital with different voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

UNCLAIMED SHARES SUSPENSE ACCOUNT

The position regarding the unclaimed equity shares, transferred to the Demat Suspense Account as required under SEBI (LODR) Regulations, is as under:

Balance as on April 1, 2024		No. of Members who approached the Company for transfer of shares and shares transferred from Suspense Account during the year		Balance as on March 31, 2025
No. of holders	No. of Shares	No. of holders	No. of Shares	No. of holders	No. of Shares
6629	147525	7	225	6622	147300

The voting rights on the shares in the suspense account as on March 31, 2025 will remain frozen unless the rightful owners of such shares claim the shares.

ANTI-SEXUAL HARASSMENT POLICY

Pursuant to the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" read with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has constituted Internal Complaints Committees at all its workplaces. There has been no complaint reported in this regard to any of the Committees.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by any regulatory authority or courts or tribunals impacting the going concern status and the Companys operations in future.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workmen in all its establishments.

ACKNOWLEDGEMENTS

The Directors acknowledge the co-operation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers, Sugarcane farmers, Society at large, Vendors and valued shareholders of the Company. The Directors also to place on record their appreciation for the all-round co-operation and contribution made by the employees at all levels.

For & on behalf of the Board of Directors
	Mawana Sugars Limited
	(Krishna Shriram)
Place : New Delhi	Chairman of the Board
Dated : May 24, 2025	DIN: 00031783