There are no restrictions over the title of the Company’s intangible assets, nor are any intangible assets pledged as security for liabilities.

During the current year, the Company has acquired brand ‘MAWANA’, which includes all associated trademarks, related marks, and copyrights for a total consideration of Rs. 5.75 crore. The acquisition was made from a related party, based on an independent fair valuation carried out by a qualified external valuer. The acquisition has been completed and the ‘Assignment Deed’ has been signed on December 31, 2024. The Company has paid stamp duty of Rs. 0.23 crore on the above said transaction.

The acquired brand is expected to contribute significantly to the Company’s operations, given its strong market recognition and association with quality in the relevant product segments. The management has evaluated the economic benefits and strategic relevance of the brand and has assessed that it has an indefinite useful life, owing to the following factors:

- The brand is well-established and continues to enjoy a strong market presence.

- There is no foreseeable limit to the period over which the brand is expected to generate net cash inflows.

- The Company has the intention and ability to continue using the brand indefinitely.

In accordance with Ind AS 38 - Intangible Assets, the brand has not been amortized. Instead, it will be tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. The asset will continue to be reviewed regularly to confirm that the assessment of an indefinite useful life remains appropriate.

Impairment testing for intangible assets with indefinite useful lives has been carried out considering their recoverable amounts which, inter-alia, includes estimation of their value-in-use based on management projections.

Based on the above assessment, no impairment has been recognised during the year. Further, the Company has also performed sensitivity analysis around the base assumptions considered at the time of acquisition and has concluded that there are no reasonably possible changes to key assumptions that would cause the carrying amount of the aforesaid assets to exceed their recoverable values.

The transaction was conducted at arm’s length and has been appropriately disclosed in the related party transactions note (Refer note 36).

5. Right-of-use assets

The Company has lease contracts for head office and corporate office used in its operations. Generally, the Company is restricted from assigning and subleasing the leased assets. The Company also has certain leases of assets with lease terms of 12 months or less. The Company applies the short-term leases recognition exemptions for these leases other than leases from related parties.

* During the previous year, the Company had granted a loan of Rs. 7.20 crore to Siel Industrial Estate Limited (Siel IE) (an erstwhile wholly owned subsidiary company) for a period of upto two years at the rate of interest of 9.50% per annum. Further, the Company also sanctioned an unsecured loan of Rs. 4.00 crore for a period of two years at the rate of interest of 9.50% per annum, out of which Rs. 0.50 crore was disbursed till previous year and Rs.0.80 crore was disbursed during the current year. Entire loan has been repaid by the subsidiary during the current year.

** During the financial year 2021-22, the Company had provided an unsecured loan of Rs. 1.00 crore to Siel IE repayable on call for a period of upto one year at the rate of interest of 9.50% per annum. The said loan was extended for further period of one year during the year 2022-2023 and was further extended for a period of one year during the previous year on the existing terms and conditions. Entire loan has been repaid by the subsidiary during the current year.

b) Terms, rights and restrctions attached to equity shares:

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each share holder of equity shares is entitled to one vote per share except 1,192 equity shares held by Siel Infrastructure & Estate Developers Private Limited, a subsidiary till October 11,2024, which pursuant to second proviso of Section 19(1) of the Companies Act, 2013, has no right to vote at meeting of the Company. Each holder of equity shares have a right to receive per share dividend declared by the Company. In event of liquidation of the Company, holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) Detail of final dividend

During the current year, the shareholders at its annual general meeting held on July 06, 2024 approved a dividend of 40% (i.e. Rs. 4.00 per equity share of the face value of Rs. 10 each) to the equity shareholders aggregating to Rs. 15.65 crore for the financial year ended March 31,2024, which was deposited with the scheduled bank within the prescribed time.

d) Detail of interim dividend and final dividend proposed

The Board of Directors, in it’s meeting held on November 09, 2024, declared Interim Dividend of 30% (i.e. Rs. 3.00 per equity share of the face value of Rs. 10 each) for the financial year 2024-25. The same is proposed to be confirmed as final by the shareholders in the ensuing Annual General Meeting of the Company. Also the Board of Directors of the Company has recommended final dividend of 10% on equity shares (Rs. 1.00 per equity share of Rs.10 each), subject to approval of shareholders in ensuing Annual General Meeting, the liability of which would be recognised once this is approved by shareholders in the ensuing Annual General Meeting.

¹On October 11,2024, the Company completed the sale of its entire shareholding in its wholly owned subsidiary, Siel Infrastructure and Estate Developers Private Limited (“Siel IED”). Consequent to this divestment, the Company is in the process of seeking reclassification of 1,192 equity shares of the Company held by Siel IED from the Promoter Group to Public Shareholding, in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to the approval of the shareholders at the forthcoming Annual General Meeting. The said matter has been enquired by SEBI under Regulation 31 of SEBI (LODR) and has been appropriately responded to and clarified by the Company.

Nature and Purpose of reserve

a. Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

b. Capital redemption reserve

Capital redemption reserve (CRR) is used to record the amount equal to the nominal value of equity shares buy back or redemption of preference shares. As per provisions of the Companies Act, 2013, CRR can be utilised only for paying up unissued shares of the Company to be issued to members of the Company as fully paid bonus shares.

c. Capital reserve Capital reserve includes :

a. Rs. 99.15 crore representing the extinguishment of the debts of erstwhile Mawana Sugars Limited (MSL), which got discharged pursuant to the surplus arising on sale of shares of Shivajimarg Properties Limited and,

b. Rs. 3.87 crore representing the extinguishment of preference share capital.

d. Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to profit and loss.

e. Storage fund for molasses account

As per Rule 3(1) of UP Sheera Niyantran Niyamawali, 1974, Molasses Storage Fund is created from the sale price of molasses and shall be utilized for the purpose of construction, erection and repair & maintenance of adequate storage facility of Molasses. Also it may be spent on abatement measures for control of pollution and or any other bonafide development activities which the Controller of molasses considers necessary.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

The management at the end of each reporting period, assesses Company’s ability to recognize deferred tax assets on unabsorbed depreciation carried forward, taking into account forecasts of future taxable profits and the law and jurisdiction of the taxable items and the assumptions on which these projections are based. Based on profits earned during the current year and previous years, future profitability projections, considering expected future market, economic conditions and tax laws, the managment is confident that there would be sufficient taxable profits in future which will enable the Company to utilize the above deferred tax assets on unabsorbed depreciation.

31 Earnings per share (EPS)

a) Basic and Diluted EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

32. A Leases

(a) Lease — as lessee

The Company has lease contracts for head office and corporate office used in its operations. Generally, the Company is restricted from assigning and subleasing the leased assets. The Company also has certain leases of assets with lease terms of 12 months or less. The Company applies the short-term leases recognition exemptions for these leases, other than lease from related parties.

For maturity analysis of lease liability, refer note 39 Financial risk management framework and policies under maturities of financial liabilities.

The Company had total cash outflows for leases of Rs. 1.80 crore (March 31,2024 Rs 1.53 crore). There are no future cash outflows relating to leases that have not yet commenced.

Payments associated with short-term leases other than leases from related parties are recognised on a straight-line basis as an expense in statement of profit and loss. Short-term leases are leases with a lease term of 12 months or less.

(b) Lease — as lessor

The Company has given certain portion of its factory premises under operating leases. The gross carrying amount, accumulated depreciation and depreciation recognised in the statement of profit and loss in respect of such portion of the leased premises are not separately identifiable. There is no impairment loss in respect of such premises. No contingent rent has been recognised in the statement of profit and loss. Lease income is recognised in the statement of profit and loss under “Other income” (refer note 23).

(iii) During an earlier years, the Company had provided bank guarantees (BG) amounting to Rs. 7.20 crore to Tecumseh Products India Limited (TPIL), to whom it had sold the compressor business in an earlier year. These guarantees were issued to cover any loss, damage, claim, action, suit, etc., arising from various representations or breaches thereof, including contingent liabilities existing on or prior to March 31, 1997, which TPIL might eventually be liable to pay. These liabilities related to pending demands in respect of sales tax, central excise, and civil matters.

During the financial year 2023-24, cases related to central excise were decided in favour of TPIL by the Hon’ble High Court of Andhra Pradesh, vide its order dated March 19, 2024. The court’s decision was based on a circular issued by the Central Board of Indirect Taxes and Customs (CBIC), which stated that no appeal shall be filed by the department in cases where the amount involved is less than Rs. 1.00 crore.

Consequently, during the current year, the Company received back the duly discharged bank guarantees along with fixed deposits amounting to Rs. 6.92 crores from TPIL. The Company has now provided a fresh bank guarantee amounting to Rs. 0.28 crore to TPIL, covering the remaining contingent liabilities of Rs. 0.16 crore in respect of sales tax and Rs. 0.12 crore for a pending civil case.

(iv) During an earlier year, the Company had given a counter indemnity/guarantee in favor of existing directors of Transiel India Limited (“the Subsidiary”) to protect their interest against any loss/ future liabilities that may arise after the name of the said subsidiary that has been struck off under the Easy Exit Scheme, 2011.

(v) There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF, dated February 28, 2019. The Company will make necessary provision on receiving further clarity on the subject.

(vi) During an earlier year, Income Tax department had passed an assessment order for the assessment year 201718 under Section 143(3) of the Income Tax Act, 1961, wherein the assessing officer had disallowed / added back certain items resulting into adjustment of brought forward losses/unabsorbed depreciation by Rs. 336.40 crore under normal provisions of the Income Tax Act. Under Section 115JB (MAT), the assessing officer raised demand of Rs. 13.90 crore (including interest of Rs. 4.53 crore) and further interest demand on the above demand of Rs. 5.25 crore was raised. Against the total tax demand of Rs. 19.15 Crore the Company is carrying provision of Rs. 14.67 crore (March 31, 2024 Rs. 14.54 crore) ((including interest of Rs. 5.45 crore (March 31, 2024 Rs. 5.37 crore)).

However, based on the legal opinion taken by the Company, additions/demands are not sustainable under the provisions of the Income Tax Act. An appeal had been filed by the Company in an earlier year against the above said order with CIT(Appeals) which is under hearing and an application under Section 154 of the Income Tax Act for the rectification of the said additions/demands has also been filed in an earlier year with the Assessing Officer. The Company has already deposited (including adjustment of income tax refund of the subsequent years) a sum of Rs 9.26 crore under protest against the above demand amount.

(vii) During an earlier year, Income Tax department had passed an assessment order for the assessment year 201819 under Section 143(3) of the Income Tax Act, 1961, wherein the assessing officer had disallowed / added back certain items resulting into adjustment of brought forward losses/unabsorbed depreciation by Rs. 20.30 crore under normal provisions of the Income Tax Act. An appeal had been filed by the Company in the earlier year against the above said order with CIT(Appeals) which is under hearing.

(viii) Other income tax demands for the asssessment year 2021-22 amounting to Rs. 0.06 crore (March 31,2024 Rs. 0.06 crore).

33 Research and development costs

Research and development expenses included under relevant heads in the Statement of Profit and Loss amounting to Rs. 1.38 crore (March 31, 2024 Rs. 1.51 crore).

b) Defined Benefits Plans

Gratuity (Funded) - In accordance with Ind AS 19, actuarial valuation was done and details of the same are given below:

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age. The gratuity fund is managed by the Life Insurance Corporation of India (LIC). The company’s obligation in respect of gratuity plan is provided based on the actuarial valuation. The company recognises actuarial gains and losses immediately in other comprehensive income net of taxes.

c) Risk exposure Actuarial Risk

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption, then the Gratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption, then the Gratuity Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

Investment Risk

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

Liquidity Risk

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the company, there can be strain on the cash flows.

Market Risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

Legislative Risk

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/ regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

37 Segment InformationA. Operating Segment

As per Ind AS 108 identification of segment is based on the manner in which the entity’s Chief Operating Decision Makers’ (CODM) reviews the business components regularly to make decisions about allocating resources to segment and in assessing its performance.

The Operating segments of the Company are identified as Sugar, Power and Distillery as the Chief Operating Decision Maker reviews business performance of the Company on the basis of these segments.

B. Geographical Segment

The Company mainly caters to domestic markets. However, there is export/deemed export of Sugar which has been presented in geographical segment.

C. Segment accounting policies:

In addition to the significant accounting policies applicable to the business segments as set out in note 2 above, the accounting policies in relation to segment accounting are as under:

i) Segment revenue and expenses:

Segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, debtors, inventories and property, plant and equipments, net of allowances and provisions which are reported as direct offsets in the balance sheet. Segment liabilities include all operating liabilities and consist principally of creditors and accrued liabilities. While most of the assets/ liabilities can be directly attributed to individual segment, the carrying amount of certain assets/ liabilities pertaining to two or more segments are allocated to the segments on a reasonable basis.

iii) Inter segment revenues:

Inter segment revenues between operating segments are accounted for at market price. These transactions are eliminated in consolidation.

The management assessed that cash and cash equivalents, other bank balances, fixed deposits, trade receivables, trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

38 B. Fair Value Hierarchy

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is insignificant to the fair value measurements as a whole.

Level 1 : Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 : Valuation techniques for which the lowest level inputs that has a significant effect on the fair value measurement are observable, either directly or indirectly.

The Company’s principal financial liabilities comprise of borrowings, trade payables, other payables, security deposits received, capital creditors and employee related payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include trade and other receivables, and cash and cash equivalent that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is responsible to ensure that Company’s financial risk activities which are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market price. Market risk comprise of interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. However, as the Company does not have any outstanding floating rate interest bearing long term and short term debts at the balance sheet date. Therefore, a change in interest rates on the reporting date would neither affect profit or loss nor affect equity.

Fair value sensitivity analysis for fixed rate instruments

The Company does not have any fixed rate financial assets and liabilities at fair value through profit and loss. Therefore, a change in interest rates at the reporting date would neither affect profit or loss not affect equity.

Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions primarily with respect to USD. Foreign exchange risk arises from future commercial transactions and recognised asset and liabilities denominated in a currency that is not the Company’s functional currency. The Company imports certain materials which exposes it to foreign currency risk. The Company also exports finished goods which exposes it to foreign currency risk.

Commodity price risk

Sugar industry being cyclical in nature, realisations get adversely affected during downturn. Higher cane price or higher production than the demand ultimately affect profitability. The Company has mitigated this risk to some extent by well integrated business model by diversifying into co-generation and distillation, thereby utilizing the by-products. The Company focuses on being amongst the lowest cost producers in these businesses.

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables, security deposits and others) and from its financing activities, including deposits with banks. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.

(i) Trade receivables

Customer credit risk is managed as per the Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.

An impairment analysis is performed at each reporting date on an individual basis for major customer. The calculation is based on exchange losses historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed below. The Company does not hold collateral as security except for security deposites from customers. The Company evaluates the concentration of risk with respect to trade receivables as low on the basis of past default rates of its customers.

Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

(ii) Financial instruments and cash deposits

Credit risk from balances with banks is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s finance committee. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

Liquidity risk

The Company manages its liquidity for working capital requirement to ensure smooth operation of the business.

The Company also ensures the long term funds requirement like capex or otherwise are met through adequate availability of long term capital (debt/equity).

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2025 and March 31, 2024.

41 Pursuant to judgment dated May 10, 1996 passed by the Hon’ble Supreme Court of India in a public interest litigation, the Company had surrendered 46.58 acres of land to the Delhi Development Authority (‘DDA’) for development of green belt and open spaces as directed by the Court.

DDA leased out some portion of the surrendered land Delhi Metro Rail Corporation (‘DMRC’) for a commercial consideration. The Company challenged the leasing of surrendered land to DMRC before the Hon’ble Supreme Court. Hon’ble Supreme Court vide its Order dated March 25, 2010 directed that DDA, cannot use the surrendered land for any purpose other than the specified use and further directed that any consideration received for a commercial use of the surrendered land would entitle the Company to get fifty percent (50%) of such consideration.

In terms of the above directions of the Hon’ble Supreme Court, the Company had received in earlier years a sum of Rs. 15.92 crore. Since there was delay in making payments, the Company has demanded interest on delayed payments by filing suit in Delhi High Court which is pending.

42 The Company had executed a Business Transfer Agreement on November 18, 2016 with Indian Potash Limited (IPL) and sold off its Agreed Assets and Liabilities excluding contingent liabilities of Titawi Sugar Complex (unit) as a going concern on an ‘AS IS WHERE IS WHAT IS’ basis by way of a slump sale. The sale was governed by a Business Transfer Agreement (BTA) which stipulated completion of certain activities within a certain time frame.

A sum of Rs. 2.10 crore (March 31,2024 Rs. 2.10 crore) is recoverable from IPL, out of which Rs. 2.00 crore (March 31, 2024 Rs 2.00 crore) pertains to pending transfer of certain portion of freehold land in the name of IPL and balance of Rs. 0.10 crore (March 31,2024 Rs. 0.10 crore) pertains to other matters. The management expects the same to be recovered in full post completion of the specified conditions.

* During the previous year, the Company had granted a loan of Rs. 7.20 crore to Siel Industrial Estate Limited (Siel IE), (an erstwhile wholly owned subsidiary company) for a period of upto two years at the rate of interest of 9.50% per annum. Further, the Company also sanctioned an unsecured loan of Rs. 4.00 crore for a period of two years at the rate of interest of 9.50% per annum, out of which Rs. 0.50 crore was disbursed till previous year and Rs.0.80 crore has been disbursed during the current year. Entire loan has been repaid by the subsidiary during the current year.

During the financial year 2021-22, the Company had provided an unsecured loan of Rs. 1.00 crore to Siel IE repayable on call for a period of upto one year at the rate of interest of 9.50% per annum. The said loan was extended for further period of one year during the previous year and is further extended for a period of one year during the current year on the existing terms and conditions. Entire loan has been repaid by the subsidiary during the current year.

45 (a) During the previous year, the Company had sold non-agricultural land admeasuring 40.493 acres situated at Village Bajhera Kalan, Tehsil-Hapur, Uttar Pradesh for a total consideration of Rs. 28.13 crore and accounted for a gain of Rs. 23.38 crore (net of commission) which was included under the head “other income”.

(b) Pursuant to a favorable order from the Hon’ble National Company Law Appellate Tribunal (NCLAT) which set aside the order passed by CCI for alleged contravention of provisions of The Competition Act, 2002 in respect of joint tender floated by Oil Marketing Companies (OMCs) for supply of Ethanol, the Company had recorded income amounting to Rs. 2.45 crore during the previous year and the same was included under “other income”.

(c) Pursuant to a favorable order received from Hon’ble High Court of Delhi against an ex-vendor in 2015 and its execution petition filed in 2021, the Company has received an Arbitration Award of Rs. 2.20 crore during the year and included the same under ‘Other Income’.

46 In view of Hon’ble Allahabad High Court order dated December 21,2017 for stay on the retrospective operation of orders of UP State Government on reduction in rate of society commission pertaining to earlier years, the Company had provided differential amount of Rs. 28.55 crore in the books of accounts during earlier years. UP Sugar Mill Association had approached Hon’ble Supreme Court of India for stay of operation of the said High court order during an earlier year. The matter is pending before Hon’ble Supreme Court.

47 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 28, 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.

48 Recovery Certificates (RC) were issued in the past by the Cane Commissioner for payment of Cane Dues, Society Commission, interest on delayed cane payments etc. for previous crushing seasons together with collection charges as per Rules.

The Company had paid all the cane dues to the farmers and challenged the levy of ‘collection charges’ before the Hon’ble High Court of Allahabad by filing writ petitions for some of the years. Hon’ble High Court of Allahabad allowed the writ petitions for these years and quashed the demand of collection charges by the State Government. In view of the management, the legal position settled by High Court in this matter has attained finality and the State Government has not challenged it before any superior court.

However, the demand for collection charges for the years 2012-13 to 2015-16 amounting to Rs. 141.33 crore (Previous year Rs. 141.33 crore) are still pending. These demands are also liable to be quashed on the same ground as in the earlier years and Company has initiated necessary process in this regard with the relevant authorities and thus, potential liability is considered to be remote.

State Government’s waiver of interest on delayed cane payments by sugar mills has been involved in legal proceedings before Hon’ble High Court of Allahabad for sugar season 2012-13 to 2014-15 and a formal demand for payment of any interest for the said sugar seasons aforementioned, has not been raised. However, as good corporate governance and as an abundant caution, the Company has disclosed a contingent liability in respect of interest on delayed cane payment of Rs. 479.86 crores upto March 31,2025 (March 31,2024 : Rs. 477.79 crore) under Note 32.B(b)(ii), (including a liability of Rs. 144.80 crore (March 31, 2024 : Rs. 144.80 crore) based on demand notice from Cane Commissioner of UP for the sugar season 2012-13 to 2014-15).

Consequent upon the directions of the Hon’ble High Court to the Cane Commissioner to decide afresh the matter on the delayed cane payments, Company and the sugar industry has represented to the Cane Commissioner for waiver, which is yet to be decided by Cane Commissioner. The Company is hopeful to get the waiver from State Government. Based on the legal review of the facts of this case, possibility of any further liability (including interest thereon) crystalizing is remote and hence, no provision is considered necessary.

49 As at March 31, 2024, the Company held 67,59,801 (33.74%) equity shares in Mawana Foods Private Limited (‘MFPL’) and was an associate company. During the current year, the Company has purchased balance 1,32,77,049 (66.26%) fully paid-up equity shares of Rs. 10/- each held by Usha International Limited (UIL) in Mawana Foods Private Limited (MFPL) for a total consideration of Rs. 2.42 crore. The Share Purchase and the business acquisition has been completed and accordingly, MFPL has become a wholly owned subsidiary of Mawana Sugars Limited w.e.f. December 31, 2024.

Till the year ended March 31, 2024, the Company recorded an impairment allowance of Rs. 12.17 crores. Further, based on the current purchase price, the Company recognized an additional impairment allowance to the extent of excess carrying value over its value in use by Rs 1.60 crore in the financial statements and disclosed the same as exceptional item.

50 A committee of independent directors in their meeting dated July 13, 2024 and thereafter on August 31,2024 resolved to sell the equity and preference shares of its subsidiary companies namely SIEL Industrial Estate Limited (‘Siel IE’) and SIEL Infrastructure and Estate Developers Private Limited (‘Siel IED’), along with all their respective assets and liabilities, on “AS IS WHERE IS” basis subject to the completion of legal due diligence.

In relation to the above, the Company entered into Memorandum of Understanding (MOU) on September 07, 2024 with M/ s Singla Builders and Promotors Limited (‘SBP’) for sale of Equity and Preference Shares along with all their respective assets and liabilities, on “AS IS WHERE IS” for a total consideration of Rs 117.00 crore, including repayment of loans aggregating to Rs. 9.50 crore given by the Company to Siel IE. The Share Purchase Agreement was signed on October 11,2024 and consideration was received by the Company during the year. The Company derecognised its investments in the said subsidiaries and recorded a net gain of Rs. 22.99 crore which has been disclosed as an exceptional item.

Further, during the tax financial year ended March 31,2013, the Company had sold equity shares of Siel-IE to Siel-IED for a consideration of Rs. 135.02 crore resulting in profit of Rs. 121.54 crore, However, this profit was not recorded during the same year in view statutory auditors’ qualification. Based on opinions from tax experts and legal precedents, Company has considered the cost of acquisition of shares of Siel IED at Rs. 135.02 crore for the purpose of determination of tax liability relating to the above transaction and is determined at Rs. 7.17 crore.

51 The Company sells sugar as per Sugar Sales Mechanism issued by Ministry of Consumer Affairs, Food and Public Distribution under which monthly sales quota is allocated to sugar mills in the country. As on March 31,2025, the Company is carrying inventory of sugar of Rs. 719.50 crore (comprising finished goods Rs. 705.58 crore and work in progress Rs. 13.92 crore) (March 31, 2024 Rs. 743.45 crore (comprising finished goods Rs. 731.79 crore and work in progress Rs. 11.66 crore)) with valuation at lower of cost and net realizable value.

Future net realizable value shall be dependent upon the factors on minimum support price, monthly sale quota and sugar production in the Country. The Company expects to realise the value at least to the extent stated in the accounts.

53 Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property under the Benami Transaction (Prohibition) Act, 1988 & rules made thereunder.

(ii) The Company does not have any transaction with struck off companies under Section 248 of the Companies Act, 2013.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(viii) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

54 The Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from a bank during the year on the basis of security of current assets of the Company. The Company has filed the quarterly returns/statements with such bank during the year which are in agreement with the books of accounts of the Company.

55 On February 07, 2025, the Company received a letter for inspection under Section 206(5) of the Companies Act, 2013 from the Ministry of Corporate Affairs (MCA) seeking certain information. The Company has duly submitted all the requisite information under its letter dated February 17, 2025 and MCA has not reverted to the Company after the receipt of the requisite information. Based on expert legal inputs and considering that the information sought in present proceedings are essentially the same as in previous inspection in financial year 2021-22 where no adverse findings report was issued by MCA, the Company is confident that no adverse impact is likely to arise in this regard.

56 Based on a legal assessment, the Company has determined that the Company is not required to spend any amount during the current year pursuant to its Corporate Social Responsibility Policy as required by the Section 135(5) of the Companies Act, 2013 since it does not have net profits during the last three preceding years owing brought forward excess of expenditure over income as referred to in Explanation (l) to Section 198 of the Companies Act, 2013.

57 The Company has migrated to SAP Rise from SAP ECC 6.0 during the year. The accounting software used for maintaining its books of account has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that audit trail feature is not enabled for certain changes that can be made using certain privileged/ administrative access rights. Further, audit trail feature was not enabled for part of the year at database level for the SAP ECC 6.0 software for part of the year. Further, there are no instance of audit trail feature being tampered with in respect of accounting software except in regards to privileged/administrative access rights / database level in SAP ECC 6.0 software. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the prior year.