Your Board of Directors have pleasure in presenting the 11th Annual Report on the business & operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS

2. OPERATING PERFORMANCE

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

3. FINANCIAL PERFORMANCE 2024-25

During the year the Company recorded Total Revenue of H2,63,939.60 Lakhs (including other income aggregating to H380.52 Lakhs. The Gross Revenue from Operations for the year 2024-25 stood at H2,63,559.08 Lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation during the period under review stood at H27,981.94 lakhs representing 10.61 % 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 during the year 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 and date of this report.

4. DIVIDEND

Your Board of Directors has recommended a dividend of H10/- per equity share of H10/- each (100%) for the financial year 2024-2025 to the Members of your Company. The proposal is subject to the approval of the Members at the 11th Annual General Meeting (AGM) of your Company scheduled to be held on Wednesday, July 30, 2025. The dividend will entail a cash outflow of H2001.84 lakhs (previous year H2001.84 lakhs).

The Dividend Distribution Policy of the Company is available on the website of the Company and can be accessed at the web link: https://avadhsugar. com/wp-content/uploads/2025/06/Avadh-Sugar-Dividen-Distribution-Policy.pdf There has been no change in this policy during the year under review.

The Company proposes to retain its earnings and 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 ("the Act"). There was no public deposit outstanding as at the beginning and end of the financial year 2024-2025.

6. SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company stood at H170,05,00,000/-(Rupees One hundred seventy crore and five lakhs) divided into 5,60,50,000 (Five crore sixty lacs fifty thousand) Equity Shares of H10/- (Rupees ten) each; 8,00,00,000 (Eight crore) Preference Shares of H10/- and 34,00,000 (Thirty-four lacs) Preference Shares of H100/- each and there is no change in the authorised capital.

The Issued and Subscribed Share Capital of your Company, as on 31st March, 2025, stood at H20,01,84,200/- divided into 2,00,18,420 Equity Shares of H10/- each.

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 Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) 2015 ("Listing Regulations") as amended from time to time. The said Policy is being disclosed on the Company's website at the web link https://avadhsugar.com/wp-content/upLoads/2025/06/Avadh-Sugar-PoLicy-for-Determining-Materiai-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 long-term and short-term bank facilities rating.

9. HUMAN RESOURCES

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

10. DIRECTORS

The Board of Directors comprises of 8 (eight) NonExecutive Directors having experience in varied fields and 1 (one) Whole time Director. Out of 8 (eight) Non-Executive Directors, 5 (five) of them are Independent Directors, 1 (one) Non-Independent Director and other 2 (two) directors are Promoter

Directors. Ms. Nandini Nopany is the Chairperson of the Company and Mr. Chandra Shekhar Nopany is Co-Chairperson of the Company.

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 Companies Act, 2013 ("the Act") read with Regulation 25 of Listing Regulations.

The Board of Directors is of the opinion that the Independent Directors are persons of integrity with high level of ethical standards, they possess requisite expertise and experience for appointment as Independent Director of the Company. ALL the Independent Directors are exempt from the requirement to undertake onLine proficiency seLfassessment test conducted by the Indian Institute of Corporate Affairs.

The SharehoLders of the Company at the AnnuaL General Meeting held on 31st July, 2024 appointed Mr. Amit DaLaL (DIN: 00297603) as Director of the Company with effect from 13th May, 2024, Liable to retire by rotation.

Ms. Nandini Nopany (DIN: 00051362) attained the age of 75 (seventy-five) years on 11th May, 2022 is LiabLe to retire by rotation at the ensuing AnnuaL GeneraL Meeting of the Company. and being eLigibLe, has offered herseLf for re-appointment, as a Director Liable to retire by rotation, subject to the approvaL of sharehoLders by way of SpeciaL ResoLution.

Other information on the Directors incLuding required particuLars of Director retiring by rotation is provided in the Notice convening the AnnuaL GeneraL Meeting.

In pursuance of the provisions of the Act and according to ReguLation 25(3) of the Listing ReguLations, the Performance EvaLuation Criteria has been Laid down for effective evaLuation of performance of the Board of Directors, the Committees thereof and individuaL Directors incLuding the Chairperson of the Company. After detaiLed discussion at Board LeveL as weLL as taking input from each Director, Nomination and Remuneration Committee finaLized the format / questionnaires containing various parameters to evaLuate the performance of Board and its committee(s), IndividuaL Directors, and Chairperson of the Company. The performance evaLuation parameters are based on their roLes and responsibiLities, contribution to the Company's goaLs, decision making process, flow of information and

various other aspects. The evaluation of performance of the Board as a whole, Committees of the Board, Individual Directors including the Chairperson of the Company was carried out for the Financial Year 2024-25. Nomination and Remuneration Committee evaluated the performance of the individual Director.

The Independent Directors in their separate meeting held on 6th March, 2025 carried out the evaluation of the Board of Directors as a whole, Chairperson and Vice-Chairperson of the Company and Non-Independent Directors. The evaluation of Independent Directors was carried out without the presence of concerned Director.

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

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

11. KEY MANAGERIAL PERSONNEL

Ms. Vijaya AgarwaLa ceased to be the Company Secretary and Key Managerial Personnel of the Company from close of business hours on 13th May, 2024. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Prashant Kapoor as Company Secretary and Key Managerial Personnel of the Company with effect from 14th May, 2024.

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

a) Mr. Devendra Kumar Sharma, Whole time Director

b) Mr. Dilip Patodia, Chief Financial Officer

c) Mr. Prashant Kapoor, 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. The Code is available on the Company's website at the web Link https://avadhsugar.com/wp-content/ upLoads/2025/06/Avadh-Sugar-Code-of-Conduct. pdf ALL Directors have confirmed compliance with the provisions of Section 164 of the Act.

12. FAMILIARISATION PROGRAMME

Periodic presentations are made at the Board Meetings, business, performance updates & business strategy of the Company. The detaiLs of the famiLiarisation program (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 web Link- https:// avadhsugar.com/wp-content/upLoads/2025/06/ FamiLiarisation-Programme-1.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 web Link https:// avadhsugar.com/wp-content/upLoads/2025/06/ ASEL-Nomination-and-Remuneration-PoLicy.pdf

The Remuneration PoLicy, inter-aLia, incLudes the appointment criterion & quaLification requirements, process for appointment & removaL, retirement poLicy and remuneration structure & components, etc. of the Directors, Key ManageriaL PersonneL (KMP) and other Senior Management PersonneL of the Company. As per the Remuneration PoLicy, a person proposed to be appointed as Director, KMP or other Senior Management PersonneL shouLd be a person of integrity with high LeveL of ethicaL standards. In case of appointment as an independent director, the person shouLd fuLfiL the criteria of independence prescribed under the 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

The 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 Hargaon, Hata, Rosa and Seohara. 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 spend to support local initiatives to improve infrastructure as well as support in other corporate social responsibilities. The CSR Policy as approved by the Board is available on Company's web link https://avadhsugar.com/wp-content/ uploads/2025/06/Avadh-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 Act 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 Act, the amount equivalent to 2% of the average net profits of the Company made during the immediately preceding three financial years worked out to Rs. 337.73 lakhs. As against this, the Company had spent Rs. 340.06 lakhs on CSR projects / programs during the Financial Year 2024-2025.

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 2025, 6 (six) 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 the Financial Year 2024-2025 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

17. 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 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.

18. 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 Act, loans to employees, if any, bear applicable interest rates. During the year under review, the Company has not made any investment in securities of other body corporate. The details of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

19. LOANS, GUARANTEE AND INVESTMENTS

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 Act 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://avadhsugar. com/wp-content/uploads/2025/06/Avadh-Sugar-Related-Partv-Transaction-Policv-.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 comprising of 2 (two) Independent Directors, Whole time Director and Chief Financial Officer to oversee the risk management process in the Company with an objective to review the major risks which affect the Company from both the external and the internal environment perspective. Appropriate actions have been initiated to mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor the risks on a regular basis. The details of the terms of reference, number and date of meeting, attendance of Directors and remuneration paid to them are separately provided in the Corporate Governance Report.

21. 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. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. The Directors confirm that, for the preparation of financial statements for the financial year ended 31st March, 2025, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.

22. 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 violationof 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 https://avadhsugar.com/wp-content/ uploads/2025/06/Avadh-Sugar-Whistle-Blower-Policy.pdf.

23. CORPORATE GOVERNANCE & ANNUAL RETURN

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

As per the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the Financial Year 2024-2025 is available on Company's website at the webiink https://avadhsugar.com/investor-annuai-return/#investorInn

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 cuitivate improved variety of sugarcane and to otherwise increase the sucrose contents in their produce.

25. AUDITORS, AUDIT QUALIFICATIONS AND BOARD'S EXPLANATIONS

STATUTORY AUDITORS

The shareholders of the Company, at the AGM held on 20th July, 2022, had appointed Messrs S R Batiiboi & Co LLP, Chartered Accountants, (Firm Registration No. 301003E/E300005), as Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of the 8th (Eighth) Annual General Meeting of the Company held on 20th July, 2022 tiii the conclusion of the 13th (Thirteenth) Annuai Generai Meeting of the Company.

The Notes to the Financiai Statements read with the Auditor's Reports are seif-expianatory and therefore, do not caii for further comments or explanations. There has been no quaiification, reservation, adverse remark or disciaimer in the Auditor's Reports

COST AUDITORS

Pursuant to Section 148 of the Act read with The Companies (Cost Records and Audit) Amendment Ruies, 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 Mr Somnath Mukherjee, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the Financiai Year 2025-2026. As

required under the Act, the remuneration payabie to the cost auditor is required to be piaced before the Members at the ensuing Annuai Generai Meeting for their ratification.

SECRETARIAL AUDITOR

Pursuant to the amended provisions of Reguiation 24A of the Listing Reguiations and Section 204 of the Act, read with Ruie 9 of the Companies (Appointment and Remuneration of Manageriai Personnei) Ruies, 2014, the Board of Directors, based on the recommendation of the Audit Committee has approved the appointment of Messrs Vinod Kothari & Co., Practising Company Secretaries (Firm Registration Number P1996WB042300), as Secretariai Auditors of the Company for a period of five consecutive years commencing from Financiai Year 2025-2026 to 2029-2030, subject to approvai of the sharehoiders at the ensuing Annuai Generai Meeting.

The Secretariai Audit Report for the Financiai Year ended 31st March, 2025, issued by the Secretariai Auditor, does not contain any quaiification, reservation, adverse remark or disciaimer. The said Report is annexed to this Board's Report as "Annexure-F".

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

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

The requisite information on conservation of energy, technoiogy absorption and foreign exchange earnings and outgo as stipuiated under Section 134(3)(m) of the Act read with Ruie, 8 of The Companies (Accounts) Ruies, 2014, is annexed herewith as "Annexure G".

27. PARTICULARS OF EMPLOYEES

The human resource is an important asset which has piayed pivotai roie in the performance and growth of the Company over the years. Your Company maintains very heaithy work environment and the empioyees 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 Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure H" to this Report and forms an integral part of this Report.

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 Act:

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

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

29. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In pursuance of the provisions of the Listing Regulations, the Business Responsibility & Sustainability Report for the Financial Year 2024-2025 describing the initiatives taken by the Company from environmental, social and governance perspective forms part of the Annual Report.

30. CEO/CFO CERTIFICATION

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

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the Financial Year 2024-2025, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company regularly sends reminders to those whose dividends are unclaimed, urging them to update the bank mandate details with Registrar and Transfer Agents (RTA)/ Depository Participants/ Company, to ensure timely credit of Dividends by your Company.

In accordance with the provisions of Section 124(6) of the Companies Act, 2013 and Rule 6(3)(a) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,

2016 ('IEPF Rules'), your Company has transferred 72,358 equity shares of 10/- each held by 1,133 shareholders to IEPF. The said shares correspond to the dividend which had remained unclaimed for a period of seven consecutive years from the Financial Year 2016-2017. However, the members can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules. Your Company sends specific communication in advance to the concerned shareholders at their address registered with the Company and also publishes notice in newspapers providing the details of the shares due for transfer to enable them to take appropriate action. ALL corporate benefits accruing on such shares viz. bonus shares, etc. including dividend, except rights shares, shall be credited to IEPF. Pursuant to Section 124 of the Companies Act, 2013 the unpaid and uncLaimed dividends that are due for transfer to the IEPF are discLosed on page no. 75 of this AnnuaL Report. Details of the Nodal Officer of the Company are displayed on the website at https://avadhsugar.com/ nodal-officer/#investorInn.

33. 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 Governments of Uttar Pradesh, 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.