Magadh Sugar & Energy Ltd

Dear Members,

Your Board of Directors present herewith the 10th Annual Report on the business & operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS (Rs. in lakhs)

2. OPERATING PERFORMANCE

During the year under review, your Company continued with various modernization and de-bottlenecking activities. Your Company has also undertaken a capital project to increase the Sugarcane Crushing Capacity from 7500 TCD to 10000 TCD and to improve Energy Efficiency at its Narkatiaganj Unit, at an estimated cost of H165 Crores, to be funded with optimum mix of debt & internal accruals.

A detailed analysis of the Company's 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 2023-24

The Company recorded Total Revenue of H1,09,815.04 lakhs (including other income aggregating to H157.01 lakhs) during the financial year ended 31st March, 2024. The Gross Revenue from Operations of the Company for the year 2023-24 stood at H1,09,658.03 lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation for the year under review stood at H21,463.52 lakhs representing 19.55% of the total revenue.

There is no change in the nature of business of the Company during the year under review.. 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 to which the financial statement relates and date of this report.

4. DIVIDEND

Your Board has recommended a dividend of H10/- per equity share and additionally a special one-time dividend of H5/- per equity share totalling to H15/- (150%) per equity share (face value of H10/- each) for the financial year ended March 31, 2024. The proposal is subject to the approval of the Members at the 10th Annual General Meeting (AGM) of your Company scheduled to be held on August 1, 2024. The dividend will entail a cash outflow of H2,113.74 lakhs (previous year H986.41 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

5. PUBLIC DEPOSITS

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 2023-24.

6. SHARE CAPITAL

During the year under review, 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/- and there is no change in the authorised capital. The Issued and Subscribed Share Capital of your Company, as on 31st March, 2024, stood at H14,09,16,300/- divided into 1,40,91,630 Equity Shares of H 10/- each.

7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have a subsidiary, associate or joint venture as on March 31, 2024. 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 webiink http://biria-sugar.com/Assets/Magadh/Magadh- Sugar-Policy-for-Determining-Material-Subsidiaries. pdf.

8. CREDIT RATING

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

9. HUMAN RESOURCES

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

10. DIRECTORS

The Board of Directors comprises of six NonExecutive Directors having experience in varied fields and a Whole time Director. Out of six Non-Executive Directors, five are Independent Directors and one Promoter Director. Mr Chandra Shekhar Nopany is the Promoter Chairperson of the Company. The Board is duly constituted with proper balance of executive, non-executive, independent and woman directors.

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

Mr. Chandra Shekhar Nopany wiii retire by rotation at the ensuing Annual General Meeting and being eligible has offered himseif for re-appointment as Director of the Company.

Pursuant to Section 161 and other appiicabie provisions of the Act, read with Articies of Association of the Company, the Board of Directors at its meeting heid on May 14, 2024 appointed Mr. Rajan Arvind Daiai (DIN: 00546264) as an Additional Director, to hold office tiii the ensuing Annual General Meeting. The same is being piaced before the Members of the Company for approval.

Other information on the Directors inciuding required particuiars of Director retiring by rotation is provided in the Notice convening the Annual General Meeting.

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 disquaiified 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

The Key Managerial Personnel of the Company as on 31st March, 2024 are as under:

a. Mr. Chandra Mohan, Whole time Director

b. Mr. Sudershan Bajaj, Chief Financial Officer

c. Mr. S Subramanian, Company Secretary

Aii Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compiiance with the Code of Conduct appiicabie to Directors & employees of the Company and a deciaration to the said effect by the Whoie-time Director is made part of Corporate Governance Report which forms part of this report. There has been no change in this poiicy during the year under review. The Code is available on the Company's website at the webiink http://biria-sugar.com/Assets/Magadh/ Magadh-Sugar-Code-of-Conduct.pdf. Aii 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 (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://www.birla-sugar.com/ Assets/Magadh/MSEL-Famprog%2022-23.pdf

13. REMUNERATION POLICY

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Remuneration Policy which is available at the website of the Company at the weblink https://www.birla-sugar.com/Assets/ Magadh/Magadh%20Sugar%20-%20Nomination%20 and%20Remuneration%20Policy.pdf

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 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 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 http:// birla-sugar.com/Assets/Magadh/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 H 127.63 lakhs. As against this, the Company had spent H 130.77 lakhs on CSR projects / programs during the Financial Year 2023-24.

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 2024, 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.

16. INTERNAL COMPLAINTS COMMITTEE

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.

17. LOANS, GUARANTEE AND INVESTMENTS

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 bear applicable interest rates. During the year under review, the Company has not made any investment in securities of other body(ies) 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.

18. RELATED PARTY CONTRACTS / ARRANGEMENTS

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://www.birLa-sugar. com/Assets/Magadh/Magadh-Sugar-ReLated-Party- Transaction-PoLicy.pdf. The details of related party transactions are set out in the notes to the financial statements.

19. 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, is in pLace 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.

20. INTERNAL FINANCIAL CONTROLS

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 March 31, 2024, 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.

21. WHISTLE BLOWER / VIGIL MECHANISM

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. 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 webLink http://www.birLa- sugar.com/Assets/Magadh/Magadh-Sugar-WhistLe- BLower-PoLicy.pdf

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.

22. CORPORATE GOVERNANCE & ANNUAL RETURN

Your Directors strive to maintain highest standards of Corporate Governance. The Corporate Governance Report for the FinanciaL Year 2023-24 is attached as "Annexure B" to this Report. 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.

A copy of annuaL return of the Company is avaiLabLe on the website of the Company at the webLink: https://www.birLa-sugar.com/Magadh-SharehoLders- Info/AnnuaL-Returns-Magadh.

23. 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.

24. AUDITORS, AUDIT QUALIFICATIONS AND BOARD'S EXPLANATIONS

STATUTORY AUDITORS

The shareholders of the Company, at the AGM held on July 21, 2022, had appointed M/s B SR & 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.

There has been no qualification, reservation, adverse remark or disclaimer in the Auditor's Reports.

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.

COST AUDITORS

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 202425. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Messrs Vinod Kothari & Co., Practising Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as "Annexure F" and which is self-explanatory.

There are no qualification, reservation, observation, disclaimer or adverse remark in the Secretarial Audit Report.

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.

25. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any unclaimed/unpaid dividend and shares to IEPF.

The details of unclaimed/unpaid dividends are available on the website of the Company at www. birla-sugar.com

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 Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure G ".

27. PARTICULARS OF EMPLOYEES

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 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" and forms an integral part of this Report.

28. 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 March 31, 2024, 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 March 31, 2024 and of the profit or 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 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.

29. CEO/CFO CERTIFICATION

Mr. Chandra Mohan, the Whole time Director and Mr. Sudershan Bajaj, Chief Financial Officer have submitted certificates to the Board as contemplated under Regulation 17(8) of the Listing Regulations, 2015.

30. ACKNOWLEDGEMENT

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.