DIRECTORS' REPORT

Your Directors present herewith the 12th (Twelfth) Annual Report on the business & operations of your Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS (H in Lakhs)

2. OPERATING PERFORMANCE

A detailed analysis of your 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 2025-26

During the year your Company recorded Total Revenue of H2,69,85746 Lakhs (including other income aggregating to H505.65 Lakhs. The Gross Revenue from Operations for the year 2025-26 stood at H2,69,351.81 Lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation during the period under review stood at H22,407.24 lakhs representing 8.30 % of the total revenue.

There is no change in the nature of business of your Company during the year under review. There were no significant or material orders passed during the year by regulators, courts or tribunals impacting your Company's operation in future.

There were no material changes and commitments affecting the financial position of your 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 2025-26 to the Members of your Company. The proposal is subject to the approval of the Members at the 12th Annual General Meeting (AGM) of your Company scheduled to be held on 28th July, 2026. The dividend will entail a cash outflow of H2001.84 lakhs (previous year H2001.84 lakhs).

The Dividend Distribution Policy of your Company is available on the website of your 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.

Company and Mr. Chandra Shekhar Nopany is CoChairperson & Managing Director of your Company.

Mr. Devendra Kumar Sharma (DIN 0641986) resigned as Whoie-time Director of your Company w.e.f. close of business hours on 26th May, 2025. The Board piaces on record its appreciation for vaiuabie services and guidance provided by Mr Devendra Kumar Sharma during his tenure as Whoie-time Director.

Based on the recommendation of the Nomination & Remuneration Committee (NRC), the Board of Directors, appointed Mr. Sukhvir Singh (DIN: 06645462) as an Additionai Director and Whoie-time Director for a term of 3 (Three) consecutive years with effect from 11th June, 2025, subject to the approval of the Members of your Company. His appointment was regularised at the Annual General Meeting (AGM) held on 30th July, 2025.

The Board of Directors at its meeting held on 4th August, 2025, based on the recommendation of the NRC, appointed Mr. Chandra Shekhar Nopany (DIN: 00014587) as Managing Director, designated as CoChairperson, for a term of 5 (five) consecutive years from 1st September, 2025 to 31st August, 2030. The appointment was approved by the sharehoiders through Postal Baiiot on 12th September, 2025.

The Board of Directors based on the recommendation of the NRC, at its meeting heid on 12th May, 2026, approved the change in designation of Mr. Amit Daiai (DIN:00297603) from Non-Executive Director to Independent Director with effect from 12th May, 2026, subject to sharehoiders' approvai. The Board is of the opinion that he satisfies the independence criteria prescribed under the Companies Act, 2013 and SEBI Listing Reguiations. A resoiution for his appointment as an Independent Director for a term of 5 (five) consecutive years with effect from 12th May, 2026, not iiabie to retire by rotation, forms part of the Notice of the ensuing AGM.

The Board of Directors based on the recommendation of the NRC, approved by circuiation on 10th June, 2026, the appointment of Mr. Rahui Chhabra (DIN: 10041446) as an Additionai Director in the category of Independent Director with effect from 15th June, 2026, to hoid office up to the ensuing AGM. The Board is of the opinion that he satisfies the independence criteria prescribed under the Companies Act, 2013 and SEBI Listing Reguiations. A resoiution seeking sharehoiders' approvai for his reguiarisation as an Independent Director for a term of 5 (five) consecutive years with effect from 15th June, 2026, not iiabie to retire by rotation, forms part of the Notice of the ensuing AGM

Other information on the Directors including required particulars of Director being appointed/re-appointed is provided in the Notice convening the Annual General Meeting.

ALL the Independent Directors have submitted declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, rules framed thereunder and the Regulation 16(1)(b) and 25(8) of the Listing Regulations. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of your Company are incLuded in the data bank maintained by the Indian Institute of Corporate Affairs. The Independent Directors of your Company possess requisite qualifications, experience and expertise, proficiency and they hoLd highest standards of integrity.

In pursuance of the provisions of the Companies Act, 2013 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 your 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 your Company. The performance evaLuation parameters are based on their roLes and responsibilities, contribution to your 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 your Company was carried out for the FinanciaL Year 2025-26. Nomination and Remuneration Committee evaLuated the performance of the individuaL Director.

The Independent Directors in their separate meeting heLd on 10th March, 2026 carried out the evaLuation of the Board of Directors as a whoLe, Chairperson of your 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 has submitted report of the respective evaLuations to the Chairperson of your 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. The Board was satisfied with its overaLL effectiveness and functioning of the Committees.

A certificate obtained by your Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of your Company have been debarred or disquaLified 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

Mr. Devendra Kumar Sharma (DIN 0641986) resigned as WhoLe-time Director and Key ManageriaL PersonneL of your Company w.e.f. close of business hours on 26th May, 2025. The Board places on record its appreciation for vaLuabLe services and guidance provided by Mr Devendra Kumar Sharma during his tenure as Whole-time Director.

Based on the recommendation of the Nomination & Remuneration Committee (NRC), the Board of Directors, appointed Mr. Sukhvir Singh (DIN: 06645482) as WhoLe-time Director and Key ManageriaL PersonneL with effect from 11th June, 2025.

The Key ManageriaL PersonneL of your Company as on 31st March, 2026 are as under:

a) Mr. Sukhvir Singh, WhoLe-time Director;

b) Mr. Dilip Patodia, Chief Financial Officer; and

c) Mr. Prashant Kapoor, Company Secretary

There has been no change in the Code of Conduct appLicabLe to directors and empLoyees of your Company. during the year under review. The Code is avaiLabLe on your Company's website at the web link https://avadhsugar.com/wp-content/ upjoad/202506Avadh-Sugai.:Cod_e-ofsCo.nduct pdf ALL 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 your Company. The details of the familiarisation programme imparted to Independent Director are upLoaded on the website of your 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 Companies Act, 2013 and Listing Regulations, your 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 your 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 your 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 Companies Act, 2013, rules framed thereunder and the Listing Regulations. The Remuneration Policy also contains provisions about the payment of fixed & variable components of remuneration to the Managing Director, Whole-time Director and payment of sitting fee & commission to the non-executive directors.

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 Hargaon, Hata, Rosa and Seohara. As part of its CSR initiatives, your 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. Your Company continues to support local initiatives aimed at improving infrastructure and promoting social welfare as well as support 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 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 your Company made during the immediately preceding three financial years works out to H316.56 lakhs. As against this, your Company had spent H318.39 lakhs on CSR projects / programs during the Financial Year 2025-26.

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 2026, 5 (Five) Meetings of the Board of Directors of your 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.

Your Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013.

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:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Corporate Social Responsibility Committee

Ý Stakeholders' Relationship Committee

Ý Risk Management Committee

Ý Finance & Corporate Affairs Committee

Details of composition, terms of reference and number of meetings held in financial year 2025-26 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. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ["POSH ACT"]

Your Company is committed to providing a safe and conducive work environment to its employees as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and RedressaL) Act, 2013 ("the Prevention of Sexual Harassment Act"). No complaint pertaining to sexual harassment has been received by your Company during the year under review.

18. LOANS, GUARANTEE AND INVESTMENTS

It is your 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, your 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 Companies Act, 2013 are given in the notes to the Financial Statements.

19. 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 your Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of your 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 your 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, your 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 2(two) Independent

Directors, 1(one) Non-Executive Director, WhoLe-time Director and Chief FinanciaL Officer to oversee the risk management process in your Company with an objective to review the major risks which affect your 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 director and remuneration paid to them are separateLy provided in the Corporate Governance Report.

21. INTERNAL FINANCIAL CONTROLS

Your Company has Laid down internaL financiaL controls, 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 your 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, 2026, 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

Your 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 your 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 your 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 Company is committed to maintain the highest standards of governance. Your Company has compLied with the requirements of Corporate Governance as stipuLated under the Listing ReguLations, and accordingLy, the Corporate Governance Report for

the Financial Year 2025-26 is attached as "Annexure B" to this Report.

ALL the Directors of your Company and senior management personnel have confirmed compliance of the 'Code of Conduct' of your Company. 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 your Company is available on the website of your Company on the webLink: https://avadhsugar.com/investor-annuaL-return/

24. RESEARCH & DEVELOPMENT

During the year under review your 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.

25. AUDITORS

STATUTORY AUDITORS

The sharehoLders of the Company, at your AGM heLd on 20th JuLy, 2022, had appointed Messrs S R BatLiboi & Co LLP, Chartered Accountants, (Firm Registration No. 301003E/E300005), as Auditors of your Company to hoLd office for a term of 5 (five) consecutive years from the concLusion of the 8th (Eighth) AGM of your Company heLd on 20th JuLy, 2022 tiLL the concLusion of the 13th (Thirteenth) AGM of your Company.

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

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 your 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,(FRN. 102110), as the Cost Auditor to audit the cost accounts of your Company for the financiaL year 2026-27. 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

The sharehoLders of your Company, at the AGM heLd on 30th JuLy, 2025, had appointed Messrs Vinod Kothari & Co., Practising Company Secretaries (Firm Registration Number P1996WB042300), as SecretariaL Auditors of your Company for a period of 5 (five) consecutive years commencing from financiaL year 2025-26 to 2029-30.

The SecretariaL Audit Report for the FinanciaL Year ended 31st March, 2026, issued by the SecretariaL Auditor, does not contain any quaLification, reservation, adverse remark or discLaimer. The said Report is annexed to this Board's Report as "Annexure F".

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.

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

The requisite 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 AND HUMAN RESOURCE

The human resource is an important asset which has pLayed pivotaL roLe in the performance and growth of your Company over the years. Your Company maintains conducive and heaLthy work environment and the empLoyees are motivated to contribute their best in the working of your 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" to this Report and forms an integraL part of this Report. Further, in terms of Section 197(12) of the Companies Act, 2013 read with RuLes 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManageriaL PersonneL) RuLes, 2014, the statement showing names and other particuLars of top ten empLoyees in terms of remuneration drawn, and of the empLoyees drawing remuneration in excess of the Limits set out in the said ruLes, forms part of this Report. However, in terms of the second proviso to Section 136(1) of the Companies Act, 2013, the AnnuaL Report, excLuding the said statement, is being sent to the members of your Company. Any

member interested in obtaining the said information may write to your Company at avadhsugar@birlasugar. org . The information will also be available for inspection at the registered office of your Company on all working days (i.e. Monday to Friday) between 10:00 am (IST) and 5:00 pm (IST), upto the date of the ensuing Annual General Meeting.

28. INVESTOR EDUCTION AND PROTECTION FUND

The details of unclaimed dividend amount and Equity Shares transferred to IEPF Authority in the financial year 2025-26, pursuant to the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules")form part of the Corporate Governance Report.

29. 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 31st March, 2026, 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, 2026 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 Companies Act, 2013 for safeguarding the assets of your 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.

30. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In pursuance of the provisions of the Listing Regulations, the Business Responsibility & Sustainability Report for the financial year 2025-26 describing the initiatives taken by your Company from environmental, social and governance perspective forms part of the Annual Report.

31. CEO/CFO CERTIFICATION

Mr. Sukhvir Singh, 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 SEBI (LODR) Regulations, 2015.

32. OTHER DISCLOSURES

During the year under review:

- no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of your Company and / or it's operations in future;

- no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

- no shares with differential voting rights and sweat equity shares have been issued;

- no instance of buyback of shares;

- your Company has complied with the provisions of Maternity Benefit Act, 1961;

- no agreements requiring disclosure under clause 5A of part A of para A of Schedule III, of the Listing Regulations, 2015 were entered.

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 your 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 your Company. The Board of Directors also convey its sincere appreciation of the commitment and dedication of the employees at all levels.