Ugar Sugar Works Ltd Directors Report

DEAR SHAREHOLDERS,

Your Directors have the pleasure of presenting their 84th Annual Report together with the Audited Financial Statements for the period ended 31st March 2024.

GENERAL:

All Indias Production of Sugar for the Season 2023-24 is expected to reach 320 Lakh tones, as compared to the previous years production of 323 Lakh tones. The Government of India in order to control the falling sugar prices has continued the release mechanism for the sale of Sugar and has also maintained the minimum selling price at Rs.31/- per kg. The current market price is more than MSP.

Our total crushing of sugar cane for the company including both units for the year ending on March 31st 2024 was 20.87 Lakh MT and the total bagging was 15.03 Lakh quintals of sugar. The Company has produced 715.02 Lakh BLS Ethanol during this year.

FINANCIAL RESULTS:

The brief financial results of the Company are as shown below:

Particulars	31.03.2024	31.03.2023
	Rs. in Lakhs	Rs. inLakhs
Total Revenue	1,31,031.60	1,94,657.26
Total Expenditure (excluding Depreciation & Amortization)	1,25,143.25	1, 78,010.05
Profit before Depreciation & Amortization	5,888.35	1,66,47.21
Depreciation & Amortization	2908.21	1,807.97
Profit Before Tax/ (Loss) & Exceptional items	2980.14	14,839.24
Provision for Tax, (including deferred tax adjustment, short provision for tax) / MAT Credit entitlement	865.89	4,534.44
Profit after Tax/ Net Profit/ (Loss)	2114.25	10,304.80
Other Comprehensive Income	(139.45)	(116.35)
Total Comprehensive Income for the period (Comprising Profit (Loss) and other Comprehensive
Income for the period)	1974.80	10,188.45
Earnings Per Share (EPS)	1.88	9.16

During this year Company has achieved a recovery of 11.05% at Ugar and 9% at Jewargi. Company has earned a net profit of Rs. 2114.25 Lakh compare to last years profit of Rs. 10,304.68 Lakh. The profit has come down substantially due to restriction imposed by the Central Government on production of ethanol from Sugar Syrup and resulting in further fall in sugar prices.

Transfer to Reserve: No amount has been transferred to Reserve for the Financial Year 2023-24.

DIVIDEND: Your Directors are pleased to recommend a dividend@ 25% (Rs. 0.25 per share) for the Current Financial Year 2023-24.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securites and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company had formulated a Dividend Distribution Policy (the Policy).

The Policy is available on the Companys website URL:

http:// web. ugarsugar. com/ Investor _Relations/ Corporate_ %20Announcements / Dividend-Distribution Policy.pd[

OPERATIONS: SUGAR AT UGAR:

Particulars	Sugar Season	Sugar Season
	2023-24	2022-23
Date of beginning of the crushing season	24.10.2023	17.10.2022
Date of ending of crushing season	06.03.2024	16.03.2023
Number of Working Days	135	151
Sugar Cane Crushed (Lakh MT)	17.08	19.58
Recovery	11.05%	11.60%
Sugar Produced (Lakh QTLs.)	11.61	11.82

SUGAR AT JEWARGI :

Particulars	Sugar Season	Sugar Season
	2023-24	2022-23
Date of beginning of the crushing season	02.11.2023	03.11.2022
Date of ending of crushing season	10.03.2024	22.03.2023
Number of Working Days	130	140
Sugar Cane Crushed (Lakh MT)	3 .79	4.41
Recovery	9.00%	10.25%
Sugar Produced (Lakh QTLs.)	3.50	4.67

DISTILLERY, IML PRODUCTION & ELECTRICITY GENERATION:

Particulars	Unit	Financial Year 2023-24	Financial Year 2022-23
Ethanol Produced (Sugar Syrup and Grain) (Lakh BL)	Ugar	715.02	836.55
Denatured Spirit Produced (Lakh BL)	Ugar	0	23.76
Potable Alcohol Produced {Lakh BL)	Ugar	39.85	51.82
Electricity Generated (Lakh KW)	Ugar	1325.32	1468.55
Electricity Exported (Lakh KW)	Ugar	558.22	679.37
Electricity Generated (Lakh KW)	Jewargi	333.17	475.84
Electricity Exported (Lakh KW)	Jewargi	190.61	301.94

Note: During the period under review company has taken SGZ and SGA Sugars Ltd. (JV), Turchi Tasgaon, Maharashtra, Sugar factory on lease basis till the crushing for the year 2023-24.

Your Directors expect to procure approximately 28 to 30 Lakh MT of sugarcane at Ugar and Jewargi Units during the crushing season 2024-25. The above figures would be determined after observing the monsoon rains.

ENVIRONMENTAL SAFETY:

Our Company continues to pursue its environmental friendly approach toward Industrial growth. Constant improvements are being made in the process and equipment to minimize the discharge of effluents and emissions.

FIXED DEPOSITS:

The Company has not accepted fresh deposits from the public pursuant to Section 73 or 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

The company has refunded Rs. 2.55 lakh deposit to the legal heirs of the deposit holder as per court order during the year.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186:

The company has not advanced any loans pursuant to Section 186 of the Companies Act, 2013. The Company has given Corporate Guarantees amounting to Rs.SO Cr. to Karnataka Vikas Grameena Bank (KVG Bank) The investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements at Note No C.

DIRECTORS DETAILS OF APPOINTMENT / CESSATION AND REAPPOINTMENT:

• Mr. Shishir Shirgaokar (DIN NO- 00166186) aged 79 years, is liable to retire by rotation at this AGM & being eligible offers himself for reappointment. Being a fit and proper person, the Board intends to reappoint him as a Director

• Mrs. Shilpa Kumar (DIN NO- 02404667) aged 58 years, is liable to retire by rotation at this AGM & being eligible offers herself for reappointment. Being a fit and proper person, the Board intends to reappoint her as a Director.

• Mr. Harl Y. Athawale (DIN N0-7335718) was appointed as Non-Executive Independent Director of the Company by the member in the AGM held on 22nd September, 2021 for the period of three years out of Five year, he will be re-appointed as Non-Executive Independent Director of the Company by the members in this AGM to be held on 13th August 2024 for remaining period of Two years to hold office up to 12th August 2026, not liable to retire by rotation.

• Mr. Sohan S Shirgaokar (DIN N0-00217131) was appointed as Executive Director of the Company w.e.f. 1 •1 January 2024 for a period of 3 years.

• Mr. Niraj Shirgaokar and Mr. Chandan S Shirgaokar were re-appointed as Managing Director for further period of 3 Years. w.e.f. 01.04.2024

BOARD EVALUATION:-

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Independent Directors have evaluated the performance of working Directors. The Board has carried out an annual performance evaluation, the

Directors individually as well as the evaluation of the working of its Audit Committees and Nomination & Remuneration Committees.

NOMINATION & REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for the selection and appointment of Directors, Senior Management, and their remuneration and includes other matters as prescribed under the provisions of Section 178 of Companies Act and Regulation 19 of SEBI (LODR) 2015. The Nomination & Remuneration Policy is available on the website of the Company on the following link......

http:/ /web.ugarsugar.com/Investor_Relations/Corporate_Announcements.asp?child=3&parent= 7

MEETINGS:

During the year, Six Board Meetings and Four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The dates and related information is given in the corporate governance report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, we confirm that-

i] That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii] The directors had selected such accounting policies and applied them consistently and made a judgment and estimates that 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 and loss of the Company for that period;

iii] The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv] The directors had prepared the annual accounts on a going concern basis;

v] The directors, in the case of the listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and;

vi] The directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CORPORATE GOVERNANCE:

Our Company has been following good Corporate Governance since its inception. The shares of our Company are listed on BSE Ltd. and the National Stock Exchange of India Ltd. (NSE Ltd.) We are regularly and timely complying with the requirements as per the Listing Agreement. The company has paid the Annual Listing Fees for the Financial Year 2023-24. As required by SEBI Guidelines, a Corporate Governance Report is annexed.

SHARE CAPITAL:

During the year, the Company has not issued any fresh shares and the authorized share capital is Rs. 20,00,00,000 The paid up equity share capital of the Company is Rs. 11,25,00,000/- of Rs. One each.

CO-GENERATION AT UGAR & JEWARGI:

During this year electricity generated was 1658.49 Lakh KW of which we have exported 748.83 Lakh KW through, HESCOM, BESCOM, CESCOM, MESCOM, and GESCOM by consuming 5.50 Lakh MT of Bagasse.

DISTILLERY:

The production of Ethanol was 715.02 Lakh BL, as compared to 836.55 Lakh BL during the previous year. During the year under review, we have supplied 705.41 Lakh BL Ethanol to the Oil Companies.

INDIAN-MADE LIQUOR (IML) AT UGAR:

The Company has manufactured 4.60 Lakh cases at Ugar during this year as against 5.99 Lakh cases during the previous year.

DEMATERIALIZATION OF SHARES:

Our Company has provided connectivity with NSDL & CDSL for the dematerialization of its shares for trading in electronic form under ISIN-No: INE071E01023. So far 9,76,74,135 Equity shares have been dematerialized by the shareholders, i.e. 86.82% of total shareholding as on 31 March 2024. The annual fees of depositories for the FY 2023-24 have been paid by the Company.

CONSERVATION OF ENERGY

All the energy conservation measures successfully implemented in the past are givmg satisfactory results. During the year under review, the particulars pertaining to conservation of energy have been given under Annexure I.

Details technology absorption, foreign exchange earnings, and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure I. The annexure form part of this report.

NON-MATERIAL SUBSIDIARY COMPANY

U gar Theatre Private Limited was incorporated on 29-11-1977, with the intention to exhibit films for the Ugar people. With increased media facilities, the film exhibition had become unremunerative, hence the activity of film exhibition was stopped w.e.f. 30 January 2004, and the machinery was sold. The Company was engaged in providing warehousing facilities to others. It has become a subsidiary of our company during the year 2019. It is a non-material subsidy. Ugar Theaters Private Limited is merged as per the scheme approved by National Company Law Tribunal (NCLT) Mumbai vide its order dated October, 20 2023 and was filed with Registrar of Companies ("RoC") in accordance with the relevant sections of the Companies Act 2013 and rules there under.

Pursuant to this order consolidated financial need not be prepared. Previous year figures include figures of the merged entity.

USW Spirits Private Limited has been incorporated on 17h February 2021.The Company has not commenced any business within one year of its incorporation. Also, as there are no plan of the management to carry out the business activity in the Company. Hence, under section 248 (2) of the Companies Act 2013 an application was made to Registrar of Companies, Pune to close down the Company. The ROC has approved the strike off (STK-2) Application Dated 30-0ct-2022 on 13 Jun 2023.

QUALIFYING REMARKS IN AUDITORS REPORT:

There are no qualifying remarks in the Statutory Auditors Report.

AUDITORS:

STATUTORY AUDITORS

The Companys Auditors, M/s. Kirtane & Pandit LLP, Chartered Accountants, having FRN-105215W were appointed in the 82nd Annual General Meeting for a term of five years and no ratification is required every year. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 for the financial year 2024-25. The auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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 are maintained by the Company in respect of its Cost Audit of Sugar, Industrial Alcohol, and Electrical Energy. Your Directors have appointed M/s Dhananjay V. Joshi & Associates Cost Accountants, (Firm Registration No: 000030), on the recommendation of the Audit Committee, to audit the cost accounts of the Company for the financial year 2024-25 on the remuneration of Rs. 3,00,000 subject to the ratification by General Body.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Abhay Gulavani, Company Secretary in Practice, Miraj (Membership No F10668) to undertake the Secretarial Audit of the Company who has consented to the same. The Report of Secretarial Audit Report is annexed herewith as "Annexure-II." The observations made in the report and our reply to the observation is self-explanatory.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in "Annexure-III" of this Report.

INTERNAL FINANCIAL CONTROL:

The Company has Internal Financial Controls with proper checks and balances to ensure that transactions are properly authorized, recorded, and reported apart from safeguarding its assets. These systems are reviewed and improved on a regular basis.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. The transactions entered into by the Company during the year were within the limits of the Powers of the Board as prescribed in Section 188 read with Companies (Meetings of Board & its Powers) Rules, 2014. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, other designated persons, or other related parties which may have a potential conflict with the interest of the Company at large.

The Company has taken Omnibus approval of the Audit Committee for the Related Party Transaction. All Related Party Transactions were placed before the Audit Committee and the Board for their approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website.

Details relating to Related Party Transactions are shown in Form No. AOC-2: (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) is attached as Annexure V.

PARTICULARS REQUIRED AS PER SECTION 134 OF THE COMPANIES ACT, 2013

As per Section 134 of the Companies Act, 2013 (the Act), your Company has provided the Standalone financial statements as on March 31 2024. These documents are available for inspection during business hours at the Registered Office of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March 2024, there were no subsidiaries / Associate Company /Joint Venture Company. Hence consolidation of financial statement is not required.

SECRETARIAL STANDARDS

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS-1), Secretarial Standard on General Meetings (SS-2), Secretarial Standard on Dividend (SS-3), and Secretarial Standard on Report of the Board of Directors (SS-4). and any other applicable Secretarial Standard. The Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATION IN THE FUTURE:

There are no significant and material orders passed by any regulatory authority, court, or tribunal which shall impact the going concern status and the companys operations in the future.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Companys website at URL:http:/ /web.ugarsugar.com/Investor_Relations/ AnnualReturn.asp?child=5&parent=7 Further annual return for the year 2023-24 will uploaded to the website after filing to ROC.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTIONS 178 & 197 (12):

Details of Remuneration as required under Section 178 and 197 (12) of the Companies Act, 2013 Read with Rule 5( 1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as "Annexure IV."

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 22 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy/Vigil Mechanism that encourages and supports its Directors & employees to report instances of unethical behavior, actual or suspected frauds or violation of Companys Code of Conduct. It also provides adequate safeguards against the victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy / Vigil Mechanism Policy has been posted on web site of the company on the link:

http:/ /web.ugarsugar.com/Investor_Relations/Corporate_Announcements.asp?child=3&parent=7

PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

The Company has in place a policy on prevention, prohibition & redressal of sexual harassment of women at work place and an Internal Complaints Committee has been constituted. No complaints are received during the year.

RISK MANAGEMENT POLICY

Details of the Risk Management Policy as required under the provisions of the Companies Act 2013 are placed on the Companys website www.ugarsugar.com.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of Business of the company during the year.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the Listing Regulations, inter alia, provides that the annual reports shall include a Business Responsibility Report. The Company has presented its Second Business Responsibility Report for the Financial Year 2023- 24, as Annexure - VI to this Report.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation for the continued support received from the Managements of the Central Bank of India, Bank of Baroda, Union Bank of India, Dombivali Nagari Sahakari Bank, and Sangli Urban Co-operative Bank Ltd, for providing working capital finance and Central Bank of India, Bank of Baroda, Union Bank of India, for providing long term finance for Capital Investments and Electricity Supply Companies (ESCOM), for transmission of energy.

Your Directors thank the Government of India, the Government of Karnataka, the Government of Maharashtra, Government Authorities, Shareholders, Cane suppliers, Workers, and Staff for their co.-operation and contribution to the overall progress of the Company.