Your Directors hereby present the 62nd Annual Report along
with Audited Accounts of the Company for the financial year
ended March 31,2026.

FINANCIAL RESULTS

*Exceptional Items:

FY 2025-26: Provision for past service cost on account

of wage code implementation (-ve) Rs.5.32
crore. (Refer note 49 of standalone financial
statements).

FY 2024-25:(a) Profit on sale of investment in subsidiary
companies - Rs.22.99 crore. (Refer note 52
of standalone financial statements).

(b) Impairment allowance on investment in
subsidiary (-ve) Rs.1.60 crore. (Refer note 51
of standalone financial statements).

TRANSFER TO RESERVES

No amount has been transferred to any reserve during the
financial year.

DIVIDEND

Your directors are pleased to recommend a final Dividend
@ 40% i.e. Rs.4.00 per equity share of Rs.10 each for the year
ended March 31,2026, subject to approval of the shareholders
at the ensuing Annual General Meeting.

OPERATIONS

SUGAR DIVISION

The sugarcane crush during Season 2025-26 was 25.66 lac
tons as against 28.70 lac tons in previous season. Cane crush
in Western UP sugar factories has been generally lower due to
lower yield in the new varieties of cane which replaced old cane
variety Co238.

Key highlights of the sugar season:.

The entire cane payment due to the farmers for the season
2025-26 has been paid by the Company within the stipulated
time.

DISTILLERY DIVISION

During the financial year 2025-26 33798 KL of ethanol was
produced as compared to 29657 KL in the previous year. For
the Ethanol Supply Year 2025-26 (November 2025 to October
2026) the Company is allocated 38000 KL ethanol from B
Heavy & C Heavy Molasses by Oil Marketing Companies.

SIGNIFICANT TRANSACTIONS

Pursuant to the recommendation of the Committee of
Independent Directors, it has been decided to purchase a
commercial property, located in the institutional sector-32 in
Gurugram, from a related party for total consideration of Rs.28
Crores for establishment of the Company's Corporate Office.
The necessary legal and regulatory formalities for transfer of
the property in the name of the Company are under process.

SUBSIDIARY COMPANY

The performance and financial position of Mawana Foods
Private Limited (MFPL), a wholly owned subsidiary, is annexed
in Form AOC-1 to the Annual Financial Statements.

It is proposed to amalgamate MFPL with the Company for
which a Scheme of Amalgamation, duly approved by the
Shareholders and Unsecured Creditors has been filed before
Hon'ble National Company Law Tribunal (NCLT) and approval
of Hon'ble NCLT is awaited.

There has been no change in the relationship of subsidiaries/
associate Company during the reporting year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for
the financial year 2025-2026, 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) RE-APPOINTMENT:

Mr. Mukesh Chauhan (DIN-09387262), Director of the
Company, will retire by rotation at the forthcoming Annual
General Meeting(‘AGM') and being eligible, offers himself
for re-appointment.

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, 2026, the
following persons were the Whole Time Key Managerial
Personnel (KMP) of the Company in terms of Section 203
of the Act:

DECLARATION U/S 149 (6) OF THE ACT

All the Independent Directors (IDs) have made 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 31,2026, four (4) Board

meetings were held. 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 Company's 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 31,2026 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 2026-27.

The Cost Audit Report for the financial year ended March
31,2025 was filed with the appropriate authorities within
the prescribed time.

c) SECRETARIAL AUDITORS

M/s Nirbhay Kumar & Associates (Peer Review Certificate
No. 2441/2022), Practicing Company Secretaries, were
appointed as the Secretarial Auditors of the Company
at the 61st Annual General Meeting for a term of five
consecutive years, commencing from the financial year
2025-26 to the financial year 2029-30.

The Secretarial Audit Report for the financial year ended
March 31, 2026 is attached as Annexure - 1 of this
Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the
financial year ended March 31,2026.

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
Three Independent and one Non-Executive-Non-Independent
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 Company's
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 Company's website.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As of the date of this report, the Stakeholders Relationship
Committee comprises Two Independent Directors and the
Managing Director.

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
(CSR COMMITTEE)

As of the date of this report, the Corporate Social Responsibility
Committee comprises of Two Independent Directors and the
Managing Director. Mr. Krishna Shriram is non-executive non¬
independent director as Permanent Invitee.

The details of terms of reference of the Corporate Social
Responsibility Committee, number and dates of meeting held,

attendance, among others, are given separately in the attached
Corporate Governance Report.

CSR Committee has adopted a CSR policy. The CSR Policy
of the Company has been placed on the Company's website.
During the year, the Company has not contributed any funds
towards CSR in view of absence of profits calculated for the
purpose.

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 made 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 Company's 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 Company's code of conduct.
The aforesaid policy has also been uploaded on the Company's
website.

ANNUAL RETURN

A copy of Annual Return for the year 2024-25, is available on the
Company's web link www.mawanasugars.com/annual-reports.
The Annual Return for the year 2025-26 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 31,2026, 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:

The voting rights on the shares in the suspense account as on
March 31,2026 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.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT,
1961

The Company complies with the provisions of the Maternity
Benefit Act, 1961, and provides maternity benefits to eligible
women employees as per the Act. Adequate facilities and
support are provided in line with statutory requirements.

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 Company's 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)

Chairman of the Board
DIN:00031783

Place : New Delhi
Dated : June 5, 2026