SBEC Sugar Ltd Directors Report

DIRECTORS REPORT

To,

The Shareholders,

SBEC Sugar Limited

Dear Members,

Your Directors have pleasure in presenting the 31st Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2025.

FINANCIAL RESULT

The summarised financial results of SBEC Sugar Ltd. as well as Consolidated with its subsidiaries i.e. SBEC Bioenergy Limited and SBEC Stockholding and Investment Limited for the financial year ended 31st March, 2025 are as under:

				(Rs. in Lacs)
	STANDALONE		CONSOLIDATED
Financial Parameters	Period ended 31.03.2025	Period ended 31.03.2024	Period ended 31.03.2025	Period ended 31.03.2024
INCOME
Revenue from operations	62,108.64	64,387.80	63,048.48	65,451.10
Other Income	49.09	72.78	52.31	83.84
Total Income	62,157.73	64,460.58	63,100.79	65,534.94
Cost of materials consumed	51,378.62	55,063.73	51,378.62	55,063.73
Changes in inventories of finished goods, stock-in-trade and work-in-progress	(1,422.27)	(3,354.56)	(1,437.82)	(3,359.17)
Employee benefits expenses	1,888.14	1,904.21	2,245.86	2,250.32
Other expenses	6,065.55	6280.47	6,873.39	7,017.31
Operating Profit/Loss	4247.69	4566.73	4040.74	4562.75
EBITDA	4247.69	4566.73	4040.74	4562.75
Depreciation and amortization expenses	1,733.56	1,916.19	1,936.84	2,135.54
EBIT	2514.13	2650.54	2103.90	2,427.21
Finance costs	3,692.74	2,185.52	3,874.85	2,275.21
EBT	(1178.61)	465.02	(1770.95)	152.01
TAX	0.00	0.00	0.00	481.68
PAT	(1178.61)	465.02	(1770.95)	(329.67)

PROJECTIONS

Year	2025-26	2026-27	2027-28	2028-29	2029-30
Revenue from operations	72,247	76,047	76,047	76,823	77,471
EBIDT	5,324	6,344	6,762	8,533	8,943
Net Profit/(loss)	226	1,626	2,502	4,724	5,504

OPERATIONS

The crushing for the season 2024-25 started on October 27, 2024 and ended on April 9, 2025 and cane crushed during season 2024-25 was Lac 128.49 Qtls as compared to 134.31 Qtls in the last season.

Particulars	Unit		Sugar Season
		2024-25	2023-24	2022-23
Cane Crushed	Lac Qtl	128.49	134.31	133.44
Recovery	%	10.72	11.34	10.75
Sugar Production	Lac Qtl	13.82	15.26	14.38

Company crushed 128.49 Lac Qtls sugarcane. During this season the recovery decreased by 0.62 %.

Your Companys sugar factory is in U.P. where state government announces the Sate Administered cane Price (SAP), which is much higher than the Fair Remunerative Price (FRP). This creates a distortion in the industry because SAP is neither linked to sugar recovery nor does it take into account domestic and global prices and other relevant parameters. As a result, when sugar prices are low, mill owners are unable to pay to farmers resulting in delayed payment, huge cane price arrears and trust deficit between farmers and millers.

Despite several challenges, your company lays continuous thrust on strong farmer relationship, cost control, efficiency improvement and continue to focus on cane development activities, comprising clean cane, varietal change and modern agriculture practices which is expected to further improve productivity in the coming years.

Indian sugar market

In 2024-25, Indias sugar production fell to 25.8 MMT, dropping below domestic consumption for the first time in a decade. Prices stayed stable due to carry-forward stocks of 8-9 MMT.

ISMA forecasts a strong rebound in 2025-26 to 34.9 MMT (+18%) driven by better weather and higher cane acreage. Around 5 MMT of sugar is expected to be diverted for ethanol production under the EBP programme.

The industry faces pressure from a rising FRP and a static MSP of Rs.31/kg (unchanged since 2019). Stakeholders seek an MSP revision to Rs.39-40 per kg. While exports remain restricted, a limited EU quota was granted.

Sugar exports and imports

India resumed sugar exports in the 2024-25 seasons, allowing up to 1 million metric tonnes from January 2025 after a prior suspension. India did not import sugar during the season, supported by 5.4 million tonnes of carry-forward stock.

Looking ahead, with production is set to rebound in 2025-26, India is expected to regain its net exporter status.

Sugar production

Indias sugar production for the 2024-25 marketing year (October to September) dropped significantly to approximately 25.8 million metric tonnes (MMT), marking a 19% decline from the previous year. This was the first time in nearly a decade that production fell below domestic consumption levels, which stood at around 29 MMT. The decline was primarily due to reduced sugarcane availability and lower recovery rates in key producing states like Maharashtra and Uttar Pradesh. Despite this production shortfall, the industry managed to maintain supply stability through strong carry-forward stocks of about 5 MMT. Looking ahead, sugar production is expected to rebound sharply in 2025-26, with the Indian Sugar Mills Association (ISMA) forecasting an 18% increase to approximately 34.9 MMT. This optimism is driven by favorable monsoon conditions, improved cane yields, and increased planting in major sugar-producing regions. The anticipated recovery is expected to not only meet domestic demand but also support ethanol blending programs and potential sugar exports.

Long-term Industry Outlook

The Indian sugar industrys long-term outlook is cautiously positive, driven by policy support and a shift toward ethanol and green energy. The governments 20% ethanol blending target by 2025 provides a stable revenue stream, improving cash flow and reducing cane arrears.

A major challenge is the widening gap between the Fair and Remunerative Price (FRP) of sugarcane and the Minimum Selling Price (MSP) of sugar. While the FRP was increased to Rs.340/quintal for 2024-25 to support farmers, the MSP has remained at Rs.31/kg since 2019, despite rising costs and inflation.

This mismatch strains mills—especially those with lower recovery or limited ethanol capacity-making it difficult to cover costs and remain profitable. As a result, arrears have built up, notably in key producing states like Uttar Pradesh and Maharashtra, leading to delayed farmer payments.

Industry bodies have repeatedly urged the government to raise the MSP to Rs.39-40/kg to reflect current costs. They also recommend linking FRP to sugar and ethanol prices or adopting a revenue-sharing model for fairer pricing.

Until such reforms are implemented, the sectors financial health and timely cane payments will remain critical issues, risking long-term stability and investment.

DIVIDEND & RESERVES

As the Company has incurred loss during the year under review, your Board has not recommended any dividend for the financial year ended March 31, 2025.

SHARE CAPITAL

The paid up equity capital as on March 31, 2025 was Rs.4765.38 Lacs. During the year under review, the Company has not issued any shares or any other security.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments have occurred between the end of the financial period to which the financial statements relate and the date of this report, affecting the financial position of the Company.

SUBSIDIARY COMPANIES

As on March 31st 2025, the Company has two Wholly Owned Subsidiary companies i.e. SBEC Stockholding & Investment Limited & SBEC Bioenergy Limited.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies are annexed in Form AOC-1 and marked as "Annexure-A" to the Annual Financial Statements.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company containing standalone and consolidated financial statements has been placed on the website of the Company, www.sbecsugar.com. Further, the audited accounts of the Subsidiary Companies and the related detailed information have also been placed on the website of the Company www.sbecsugar.com. A copy of annual accounts of subsidiaries will be made available to shareholders seeking such information at any point of time.

On the basis of Audited Financial Accounts of the Company for the FY.2024-25 the Company has two Material Subsidiary Companies i.e. SBEC Bioenergy Limited and SBEC Stockholding & Investment Limited. The Minutes of the Board Meetings of the subsidiary companies are placed at the Board Meetings of the Company. Details of significant transactions and arrangements entered into by the subsidiary companies are noted by the Board. The Audit Committee of the Company reviews the financial Statement of the subsidiary companies including investments made.

There has been no change in relationship of any subsidiary company during the financial year.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company for the financial year 2024-25, are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standard (Ind AS) and SEBI (LODR) Regulations, 2015.

DIRECTORS

During the year Mr. Anirudh Kr. Modi & Mr. N.P Bansal had resigned as Independent Directors w.e.f. August 27, 2024.

The Board of Directors had in its meeting held on August 14, 2024 appointed Mr. Vipin Kumar as Whole time Director and the Board also in its meeting held on August 26, 2024 approved the appointment of Mr. Adhish Sharma, Mrs. Preeti Aggarwal & Mr. Rohit Chawdhary as Independent Directors w.e.f. 16th September, 2024, which was later approved by the shareholders in their 30th Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Abhishek Modi & Mr. Vijay Kumar Modi, Directors of the Company retire by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment.

In the Board Meeting held on August 12, 2025, the Board members have approved the re-appointment of Smt. Kumkum Modi as Director who will attain the age of 75 years under Regulation 17 of the SEBI (LODR) Regulations, 2015 and recommend the same for shareholders approval in ensuing Annual General Meeting.

Particulars of Directors seeking appointment/re-appointment have been given in the explanatory statement annexed to the notice for the Annual General Meeting.

All the Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

CHAIRMAN AND KEY MANAGERIAL PERSONNEL (KMPs)

During the financial period ended 31.03.2025, details of Chairman & Whole Time Key Managerial personnel (KMP) of the Company are as follows:

S.No. Name	Designation
1. Shri Umesh Kumar Modi	Chairman & President
2. Shri Vipin Kumar	Whole Time Director & Occupier
3. Shri Anil Kumar Goel	Chief Financial Officer
4. Shri Ankit Bisht	Company Secretary & Compliance officer

Shri Vipin Kumar was appointed as Whole time director by the Board of Directors in its Meeting held on August 14, 2024 which was later approved by the shareholders in their 30th Annual General Meeting.

Further, Sh. Ankit Kumar Srivastava has resigned from the post of Company Secretary & Compliance officer w.e.f. 17th August, 2024. Thereafter, Sh. Ankit Bisht has been appointed as the Company Secretary & Compliance officer of the company w.e.f. 21st October, 2024.

BOARD MEETINGS

The Board met five times during the financial year 2024-25, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015.

FORMAL ANNUAL EVALUATION

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors.

A structured questionnaire was prepared after taking into consideration the inputs received from the Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at their meeting held separately.

At the conclusion of the evaluation exercise, the Members of the Board assessed that the Board as a whole together with each of its committees was working effectively towards performance of its key functions.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the Year following independent directors were appointed:-

Sr. No.	Name	Date of appointment
1.	Mr. Adhish Sharma	16-09-2024
2.	Mr. Rohit Chawdhary	16-09-2024
3.	Mrs. Preeti Aggarwal	16-09-2024

In the opinion of Board, said directors are highly qualified and have high moral values and rich experience in the field of finance, Business management & administration.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to information and explanations obtained from the management, confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Board of Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the statement of profit and loss of the Company for the year ended on that date;

c) the Board of Directors have taken proper and sufficient care 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) The Directors have prepared the Annual Accounts on a going concern basis.

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

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations for the financial year 2024-25, that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015.

INTERNAL FINANCIAL CONTROLS

Your company has in place an adequate internal control system in order to ensure that all transactions are authorized, recorded and reported correctly and that all assets are protected against the perils of unauthorized use or disposition. Towards enhancing the efficiency of internal controls, services of consultants are hired wherever necessary, and their suggestions are reviewed and implemented. Your Company has in place an Internal Audit system, whereby an independent professional firm of Internal Auditors conducts regular audit across the Company and their scope and findings are reviewed by the Management and Audit Committee on a regular basis.

The Audit Committee of the board also meets periodically to review the internal controls, internal audit findings, action taken reports and to advise the management on corrective policies, if any.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. Doogar & Associates, Chartered Accountants (FRN.000561N) were appointed as Statutory Auditors of the Company for a term of 5 Years to hold office from the conclusion of 28th Annual General Meeting (AGM) held on September 29, 2022 and their tenure will expire after the conclusion of the 33rd Annual General Meeting.

STATUTORY AUDITORS REPORT

The Auditors Report of M/s. Doogar & Associates, Chartered Accountants contains qualifications and the Company has given its comments on Auditor Qualified Opinion for the Financial Year 2024-25. The details are mentioned here under:

Response to Qualified Opinion (i)

Under the power vested with the Cane Commissioner (U.P) for waiver of interest under U.P. Sugar Cane (Regulation of Supply and Purchase) Act, 1953 in respect of loss making/ sick companies, the Company had made an application to Cane Commissioner (U.P.) for waiver of interest on Cane Dues. Pending receipt of the Cane Commissioners decision, no interest has been provided on the cane dues. The Company has decided to account for the same on actual payment basis.

Response to Qualified Opinion (ii)

Considering that the MILs net worth is still negative, therefore, after rejecting One time settlement offer of MIL, the company is deliberating on taking all possible action to safeguard the interest of the company.

Response to qualified opinion (iii)

The Company has valued closing stock at NRV of Rs. 3863.30 per quintal considering the current market price of around Rs. 3900 per quintal. The same is still lower than the Market price. Since the market price is much higher than NRV, it has been thought expedient to value Closing Stock at NRV.

COST AUDITORS

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Companys cost records are subject to Cost Audit.

SECRETARIAL AUDITORS

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. M.K. Singhal & Co., Cost Accountants, as the Cost Auditors to audit the cost accounting records maintained by the Company for the financial year 2025-26 at a remuneration of Rs.1,00,000/- plus taxes as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the notice convening the Annual General Meeting.

The Board appointed M/s Soniya Gupta & Associates, Practicing Company Secretaries, as the Secretarial Auditors to undertake the Secretarial Audit of the Company for Financial Year 2024-25. The Report of the Secretarial Auditor along with report of Secretarial Auditors of Material Subsidiary Companies is annexed in "Annexure-B to this Report.

The observations in secretarial audit report are self-explanatory and therefore do not call for any further explanation.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Soniya Gupta & Associates, Practicing Company Secretaries, as the Secretarial Auditor to undertake the Secretarial Audit of the company for five financial years. As required under the Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a resolution seeking members approval for the appointment of Secretarial auditor for five years forms part of the notice convening the Annual General Meeting.

FIXED DEPOSITS

During the financial year, Company has not accepted any deposit from public within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

RISK MANAGEMENT POLICY

As per Section 134(3) (n) of the Companies Act, 2013, the Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize and reduce exposure to risks wherever possible.

The Companys risk management policies are based on the philosophy of achieving substantial growth while mitigating and managing risks involved. Major risks identified are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

AUDIT COMMITTEE

During the year Mr. Anirudh Kumar Modi and Mr. N.P Bansal have resigned from the board of the company and the audit committee has been reconstituted. At present, the Audit Committee comprises of four Directors, viz., Mr. Ajay Kumar Aggarwal as Chairman, Mr. Vijay K. Modi, Mr. Adhish Sharma & Dr. Pramod Kumar Gupta as Members. 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

Due to resignation by the directors during the year, the Nomination & Remuneration committee has been reconstituted. Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules made there under, the Board has constituted a Nomination & Remuneration Committee and 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 Nomination & Remuneration Committee framed a policy i.e. Nomination and Remuneration Policy for selection and appointment of Directors, senior managerial personnel and their remuneration.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for executive and non-executive directors and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration as approved by the Board of Directors on the recommendation of Nomination and Remuneration Committee. The remuneration so approved is subject to the approval by the shareholders and such other authorities as the case may be. The Non-Executive Directors do not draw any remuneration from the Company except sitting fee paid to them for each meeting of the Board/ Committee thereof attended by them. The aforesaid policy can be accessed on the Companys website www.sbecsugar.com

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES.

Pursuant to the provisions of the Section 135 of the Companies Act, 2013 (the Act), the CSR provisions are not applicable as per financial results of immediately preceding financial years of the Company. The CSR Committee constituted by the Board of Directors has been dissolved w.e.f. 9th August, 2018.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed in "Annexure-C and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boards Report for the year ended March 31, 2025 are given in "Annexure —D to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investment covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

RELATED PARTY TRANSACTIONS

The transactions entered with related parties during the year under review were on Arms Length basis and in the ordinary course of business and complied the provisions of Section 188 of the Companies Act, 2013. All related party transactions were approved by the Audit Committee and the Board. The relevant information regarding related party transactions has been set out in Note No. 30 of the Financial Statements for the financial year ended 31.03.2025.

However, there was a transaction between the Company and SBEC Bioenergy Limited which was on arms length basis but the same was a material transaction. All the relevant details of the said transaction have been given in AOC-2 which is enclosed as "Annexure E and forms part of this directors report.

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

VIGIL MECHANISM & WHISTLE BLOWER POLICY

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 behaviour, actual or suspected fraud or violation of the Companys code of conduct. The aforesaid policy has also been uploaded on the Companys website at www. sbecsugar.com.

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

The Company is committed to a workplace free of harassment, including sexual harassment at the workplace, and has zero tolerance for such unacceptable conduct. The Company encourages reporting of any harassment concerns and is responsive to complaints about harassment or other unwelcome or offensive conduct. The Company has in place a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Policy). An Internal Complaint Committee is in place to redress the complaints received regarding sexual harassment. All employees are covered under this policy. Necessary disclosures in relation to the sexual harassment complaints received and redressal thereof are provided in Boards Report 2025. The Company also has a Whistleblower Policy to report genuine concerns and grievances. As part of Whistleblower Policy and POSH Policy, there is a provision on the protection of identity of the complainant to provide necessary safeguards against victimization of employees. All such matters are dealt in strict confidence. Also as part of its Code of Conduct, the Company does not tolerate any form of retaliation against anyone reporting legitimate concerns.

During the year from April 1, 2024 to March 31, 2025 the Committee has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. At the end of March 31, 2025, no complaint was pending for redressal.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The company remains committed to providing maternity benefits in compliance with applicable laws and best practices. We support our employees through paid maternity leave and necessary accommodations to ensure their health and well-being. This commitment reflects our dedication to fostering an inclusive and supportive workplace while promoting gender equality and employee retention.\

ANNUAL RETURN

As per Companies Act, 2013 the Annual Return of the Company for the year will be available on the website of the Company at http://sbecsugar.com.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government as required under Section 118(10) of the Companies Act, 2013.

LISTING OF SECURITIES

The equity shares of your Company are listed on the BSE Limited. The Companys application for delisting of shares with the Calcutta Stock Exchange Association Limited is still pending for approval.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website (www.sbecsugar.com). More detail on diversity is available in the corporate governance report that forms part of this Annual Report.

CORPORATE GOVERNANCE

In Compliance with Regulation 17 to 27 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, a detailed Corporate Governance Report has been given elsewhere in this report, along with Management Discussion and Analysis Report, which form an integral part of the Annual Report.

A certificate from M/s Soniya Gupta & Associates, a firm of Company Secretaries in practice confirming compliance by the Company with the conditions of Corporate Governance as stipulated under part E of schedule V of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 is attached to this report.

The Whole Time Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under SEBI (LODR), Regulations, 2015.

INSOLVENCY & BANKRUPTCY CODE

During the year no complaint was filed against the Company under Insolvency & Bankruptcy Code, 2016.

In previous year an application was filed under section 9 of the Insolvency and Bankruptcy Code, 2016 against the Company before the National Company Law Tribunal, Allahabad bench alleging default of an amount of Rs. 1,08,02,731/- (Rupees One Crore Eight Lakh Two Thousand Seven Hundred Thirty One). The Honble NCLT bench, Allahabad vide its order dated February 02, 2024 found the petition not maintainable being below the threshold limit. Subsequently the applicant has filed an appeal to the Honble National Company Law Appellate Tribunal, New Delhi against the above said order passed by Honble NCLT bench, Allahabad.

However, the Company has filed an application before the National Company Law Tribunal - Allahabad bench under section 9 of Insolvency and Bankruptcy Code, 2016 "IBC") against Sir ShadiLal Distillery & Chemical Works (A unit of SVP Industries Ltd) for an amount of default of Rs. 3,73,62,786 (Rupees Three Crore Seventy Three Lakhs Sixty Two Thousand Seven Hundred Eighty Six) on August 30, 2024 which is pending for adjudication.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year there were no differences in the valuation of the Company, as there was no one time settlement during the FY 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals that could impact the going concern status of the Company and its future operations.

However, the Honble Supreme Court order dated 4th March, 2025 received by the Promoter Group on 6th March, 2025 regarding appeal filed by the SEBI against the order of Securities Appellate Tribunal, Mumbai in relation to making a public announcement to acquire the shares of SBEC Sugar Limited in accordance with the provisions of the Takeover Regulations, 2011.

The Honble Supreme Court has directed that the promoter group shall jointly and severally make a public announcement to acquire shares of SBEC Sugar Limited in accordance with the provisions of the SEBI SAST Regulations, 2011 within a period of three months from the date of this order and further directed that the Promoter group shall, along with the offer price, pay interest @ 10% p.a. from the date when the respondents incurred the liability to make the public offer till the date of payment of consideration, to the stakeholders who were holding shares of the target company on the date of violation and whose shares are accepted in the open offer, after adjustment of dividend paid, if any.

PERSONNEL RELATIONS

Your directors hereby place on record their appreciation for the services rendered by the executives, staff and workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the employees and the management continued to remain cordial.

APPRECIATION

Your directors thank the various Central and State Government Authorities and Agencies for the continued help and cooperation extended by them. The Directors gratefully acknowledge all stakeholders of the Company viz., farmers, customers, members, dealers, vendors and banks for their excellent support during the year. The Directors also place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued cooperation to the Company.

	For & behalf of the Board
	SBEC Sugar Limited
	Sd/-
	Umesh Kumar Modi
Place: New Delhi	(Chairman & President)
Date: 12.08.2025	(DIN: 00002757)