Uttam Sugar Mills Ltd Directors Report

<dhhead-DIRECTORS REPORT</dhhead-

To

The Shareholders of the Company,

Your directors take pleasure in presenting this Twenty Ninth Annual Report together with the Audited Annual Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The financial results of the Company for the year ended on 31^st March, 2024 are as under:

	(Rs in Lakhs)
PARTICULARS	Year ended 31.03.2024	Year ended 31.03.2023
Revenue from Operations	2,04,696.65	2,05,886.93
Profit before Depreciation & Tax	21,862.39	20,122.85
Less:
Depreciation	3,980.56	3,626.29
Profit before Tax	17,881.83	16,496.56
Less: Tax Expenses
Current Tax	4,123.15	3,700.00
Income Tax for Earlier Year	22.25	-
Deferred Tax	515.52	434.42
Profit after Tax	13,220.91	12,362.14
Total Other Comprehensive Income/(Loss)	(79.85)	21.87
Profit for the year	13,141.06	12,384.01
Add: Balance brought forward from Previous Year	33,091.18	22,143.75
Less: Amount transferred to Capital Redemption Reserve on redemption during the year
i) 213850 (199000 in FY 23) 6.50% Non-Cumulative Redeemable Preference Shares	213.85	199.00
ii) 266575 (218700 in FY 23) 10% Non-Cumulative Redeemable Preference Shares	266.58	218.70
Less: Impact of redemption of Preference Shares	184.27	208.08
Less:
i) Equity Dividend paid	953.45	762.76
ii) Preference Dividend paid	40.44	48.04
Surplus transferred to Balance Sheet	44,573.64	33,091.18

DIVIDEND

Your directors recommended a dividend at the prescribed rate on 6.50% Non-Cumulative Redeemable Preference shares and on 10.00% Non-Cumulative Redeemable Preference shares and 25% i.e. Rs 2.50 per Equity Share of 10/- each, for the year ended 31^st March 2024, which is subject to the approval of Shareholders at the ensuing Annual General Meeting of the Company. The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on Wednesday, 11^th September, 2024.

PERFORMANCE OF THE COMPANY Revenue from Operation during the year under review, your Companys Revenue from Operations was Rs 2,04,696.65 Lakhs as compared to Rs 2,05,886.93 Lakhs in the previous financial year.

EBITDA during FY 2023-24 is Rs 27,435.80 lakhs as compared to Rs 25,362.67 lakhs during the previous FY, 8.17% higher EBIDTA as compared to previous FY is mainly on account of better average sugar sales realization during the reporting period.

Earning before tax is at 17,881.83 lakhs as against 16,496.56 lakhs in previous year.

Earnings after tax is at Rs 13,220.91 lakhs, as compared to the earnings after tax of previous FY of Rs 12,362.14 lakhs and total earning after other comprehensive income/ loss is at Rs 13,141.06 lakhs, as compare to previous FY of Rs 12,384.01 Lakhs.

REVIEW OF OPERATIONS Sugar Division

Operational data of the Company for the financial year 2023-24 and 2022-2023 are as under:-

Financial Year	Cane crushed (In Lakhs Qtls.)	Sugar produced (In Lakhs Qtls.)	Recovery %
2023-24	404.98	42.83	10.53
2022-23	424.60	44.88	10.57

Following are the season wise data of Cane crushed and Sugar produced:-

Crushing Season	Cane crushed (In Lakhs Qtls)	Sugar produced (In Lakhs Qtls)	Recovery %*
2023-24	325.36	34.23	10.52
2022-23	432.04	44.74	10.36

*Recovery Equivalent to C Hy Molasses -11.58% in SS

2023-24 & 11.68% in SS 2022-23.

Major Highlights of FY 2023-24 and of SS 2023-24

- During the FY 2023-24, the EBITDA margin has increased from 12.27% to 13.35% on total income.

- During the FY 2023-24, the PAT margin has increased from 5.98% to 6.43%.

- Company has crossed total revenue of more than 2000 crore and PAT of more than 120 crore since last 03 consecutive years.

- During the FY 2023-24, your company has installed and commissioned energy saving equipment at 03 Units consisting of Libberheri, Barkatpur & Khaikheri which resulted increase in overall cane crushing capacity of company from 23750 TCD to 26200 TCD.

- During the FY 2023-24, your company has increased/ enhancement in the Distillery Capacity (Ethanol) from 150 KLPD to 250 KLPD at Barkatpur Plant of the Company which has successfully been commissioned.

- During the FY 2023-24, your company has decided to invest a sum of 35.00 crore for acquisition of 40 KLPD grain distillery from Uttam Distilleries Ltd which has started the operation in March 2024.

- Sugarcane crushing in FY 2023-24 decreased by around 5% y-o-y at 404.98 lakhs Qtls as against 424.60

lakhs Qtls. The decline in crush is mainly due to heavy rains, floods and water logging in certain regions due to which some area wash out and yield decreased.

- Net Recovery of Sugar during the season was 10.52% in SS 2023-24 as against 10.36% in SS 2022-23 with B Hy molasses/syrup. Recovery equivalent to C Hy molasses was 11.58% in SS 2023-24 as against 11.68% in SS 2022-23 slightly lower because of adverse weather conditions in western UP.

- Highest-ever Alcohol production of 6.83 crore litres in FY 2023-24 as against 5.50 crore litres, an increase of 24% over previous year due to addition of new capacity of 100 KLPD apart from optimum utilization of capacity.

- The company has substantially reduced the Groundwater extraction during the current sugar season as compared to earlier seasons.

- Manufacturing of ethanol from Syrup and BHY restricted by Central Government in view of lesser production of Sugar in the country & to maintain the demand and supply of sugar. Accordingly, OMCs have allocated Quantity of ethanol.

The Company registered a gross turnover of Sugar of Rs 1,56,408.10 Lakhs for the year ended 31^st March, 2024 as against Rs 1,65,520.13 Lakhs for the year ended 31^st March, 2023- a decrease of gross turnover by 5.51 % due to restrictions on export of Sugar by Govt. of India and in domestic sale, quota system is there, therefore, sale quantity of sugar decreased by 11%. However, the net sales realization of Sugar was better at Rs 3856 per Qtl during Current year ending as against Rs 3592 per Qtl in previous year.

During the current season, the Company commenced its crushing in all 04 Units in 1^st week of November 2023. The results in terms of recovery were slightly on lower side as compared to previous season mainly due to heavy rains/ flood.

The Companys aggregate sugar cane crushing was 325.36 Lakhs Qtls during the season 2023-24 as against 432.04 Lakhs Qtls during the season 2022-23. The decline in crush is due to heavy rains and water logging in certain regions. The Company had a recovery of 10.52% (Equivalent to C Hy 11.58%) as against 10.36% (Equivalent to C Hy 11.68%) in previous season.

The Company continued to focus on cane development activities, comprising of varietal replacement with proven high sugared varieties, change in pattern of sowing, ratoon management, encouraging use of Bio - fertilizers, Bio-pesticides, soil testing activities etc. and modern agricultural practices due to which the recovery and crushing is expected to improve in the coming season. Apart from these activities, company is further strengthening the cane development activities by way of development of in-house agri research centre, integrated pest management programme, soil testing facilities, encouraging use of Bio-fertilizer, installation of Lab and Bio-pesticides and training facilities for the farmers & cane development staff.

• SAP in Uttar Pradesh and Uttarakhand increased by Rs 20/- per Qtl. for Sugar season 2023-24. SAP for SS 23- 24 were as under:- ^•

A) Uttar Pradesh
Early Variety	370/- Per Qtl
General Variety	360/- Per Qtl
B) Uttarakhand
Early Variety	375/- Per Qtl
General Variety	365/- Per Qtl

• Society Commission remain same at Rs 5.50/- Qtl for Sugar Season 2023-24 in both the states.

• FRP of sugar cane for the sugar season 2023-24 increased at Rs 315/- Qtl (against Rs 305/-) at base recovery of 10.25%. Over and above 10.25% recovery, there will be premium of Rs 3.07/- Qtl for every 0.10 increase. Factories whose recovery is lesser than 9.50%, FRP fixed at 291.975/- Qtl.

• Sugar packing in Jute Bags made mandatory @ 20% of Sugar production for season 2023-24. Since cost of Jute bag is very high and there will be additional burden on company is around Rs 5-6 crore per year.

• Govt. of India has decided to continued restriction on export of sugar.

Co-generation Division

During the period under review, your company produced 2,820.11 Lakhs KWH of power as compared to 2,892.69 Lakhs KWH of power in the year 2022-2023. Out of total production, your company exported 1,374.14 Lakhs KWH to UPPCL/UPCL for a total amount of Rs 5,862 Lakhs against 1,504.02 Lakhs KWH for an amount of Rs 6,040 Lakhs in the previous year. Power Production/Export decreased mainly due to lower Cane Crushing.

Distillery Division

Your company has two Distilleries with an installed capacity of 300 KLPD. (250 KLPD at Barkatpur (Distt. Bijnor) in the State of Uttar Pradesh and 50 KLPD Libberheri (Distt. Haridwar) in the State of Uttarakhand.

During the year under review 683.26 Lakhs bulk litres (BL) of industrial alcohol produced as compared to 550.43 Lakhs bulk litres in the year 2022-23 and your company sold 652.83 Lakhs bulk litres industrial alcohol (including Ethanol) as compared to the 545.20 Lakhs bulk litres in the previous financial year.

CO2 gas sold of 72.33 Lakhs kg amounting to Rs 186 Lakhs during the Year as compared to sales of 51.29 Lakhs kg amounting to Rs 135 Lakhs in the previous year ending 31^st March 2023.

During the year under review 52.21 lakhs KG of Potash amounting Rs 120.45 lakhs sold as against 61.91 lakhs KG amounting Rs 115 lakhs in previous financial year.

Performance of Branded/Specialty Sugar Division during the last 07 Financial Year (Average/month):-

From the above table, continuous growth being observed in the segment but in current year it was stable because of high competition. Our presence is increasing in all the sector like in General Trade, Modern Trade, HORECA, various companies etc.

The Indian Sugar industry review

The Indian Sugar Season 2023-24 was characterized by few landmark statistics such as

a) In the ongoing 2023-24 Sugar Season (SS), the total sugar production until 31^st May, 2024 has been recorded as 314.31 lakhs tonnes. This figure is lower than last years figure of 323.50 lakhs tonnes sugar produced during the same period last year.

b) Overall, 529 factories concluded their crushing season across the country by 31^st May this year, whereas 516 factories had closed by the same date last year.

c) Overall decline of 9.19 lakhs tonnes of sugar has been observed across the country against last year for the same corresponding period.

d) During the SS 2023-24, the SAP has revised from Rs 340/- Qtl and Rs 345/- Qtl to Rs 360/- Qtl and Rs 365/- Qtl by the state Govt. of Uttar Pradesh and Uttarakhand respectively for general variety (Early variety Rs 370/- Qtl and Rs 375/- Qtl respectively) .

e) FRP for SS 2023-24 fixed at Rs 315/- Qtl for basic recovery rate of 10.25%, , premium of Rs 3.07/- Qtl approved for every 0.1% point increase above 10.25% in sugar recovery.

f) FRP for SS 2024-25 fixed at Rs 340/- Qtl for basic recovery rate of 10.25, premium of Rs 3.32/- Qtl approved for every 0.1% point increase above 10.25% in sugar recovery.

g) The intervention of the Government needed for the industry with respect to MSP which needs to be increased from Rs 3100/- Qtl as cost of production is very high as compare to MSP.

The Indian Ethanol industry review

The Government of India has been implementing Ethanol Blended with Petrol (EBP) Programme throughout the country wherein Oil Marketing Companies (OMCs) sell petrol blended with ethanol. Under EBP Programme, Government has fixed the target of 20% blending of ethanol with petrol by 2025.

In order to achieve the target of 20% blending by 2025, about 1016 crore litres of ethanol is required and total requirement of ethanol/industrial alchohal including for other uses is 1350 crore litres. For this, about 1700 crore liters of ethanol producing capacity is required to be in place by 2025 considering plant operates at 80% efficiency. The Government has estimated the demand

of ethanol required for 20% blending by 2025 keeping in view the growth of petrol-based vehicles in two-wheeler and passenger vehicle segments & the projected sale of Motor Spirit (MS).

Further, with a view to enhance the ethanol production capacity in the country to achieve the blending targets set under EBP Programme, the Government has notified various ethanol interest subvention schemes from July 2018 to April 2022.

Due to effective Government policies, the supply of ethanol to Oil Marketing Companies (OMCs) has increased by more than 22 times to about 825 crore litres in Ethanol Supply Year (ESY) 2023-24 from 38 crore litres in ESY 2013-14. The blending percentage has also increased from 1.53% in ESY 2013-14 to targeted 15% in ESY 2023-24

Through the sale of ethanol, the cash flows for sugar mills have improved resulting in prompt payment to cane farmers. In last 10 years, sugar mills have earned revenue of more than 94,000 crores from sale of ethanol which has added to the bottom line of sugar mills. Production of ethanol has led to proportionate reduction in the import of petrol or crude oil which has resulted in saving of foreign exchange for India. In 2022-23, with production of about 502 crore litres of ethanol, India has saved about 24,300 crores of foreign exchange and improved Indias energy security.

Although Indias ethanol industry is growing, the country still relies on oil imports, leaving it vulnerable to fluctuations in global markets. In response, the Indian government set ambitious goals - in its National Policy on Biofuels - to increase domestic bioethanol production and decrease reliance on foreign oil, aiming for a 20% blending rate with petroleum by 2025. To do so, India is facilitating and subsidizing entrepreneurs in setting up new distilleries or expanding existing ones, whether molasses-, syrup/cane juice grain-, or dual-feed-based.

To further encourage bioethanol production, the Government of India is promoting alternative feedstocks such as surplus grain, rather than exclusively damaged grain, to meet the feedstock needs. Additionally, India promotes the use of corn for multiple reasons: its high potential as a raw material for ethanol, its higher market price support for farmers, and its higher agricultural yield. Corn production is expected to rise by 10 million metric tonnes over the next 5 years - allowing for more conversion into ethanol.

Bioethanol producers are facing several challenges, with a struggle to keep up with increasing feedstock prices, low prices for DDGS from corn ethanol, and the ban on the Food Corporation of Indias rice supply. Besides, Indias monsoon rains have recently been below normal, consequently leading to decreased rice and sugarcane crops. One of the consequences of this dynamic would be failing to meet the set 20% blending target with petroleum by 2025.

a) Till June 9, 2024, OMCs have procured 357.12 Crore Liters, out of the total requirement of 825 Crore Liters for ESY 2023-24 (November - October). Within this procurement, the sugar sector contributed 175.74 Crore Liters, while the grain sector contributed the remaining 181.38 Crore Liters. The achieved blending percentage as on date stands at 12.70%.

b) The sugar sector has supplied 49.21% of the total supplied quantity whereas, the grain sector has supplied 50.79% of the total supplied quantity on the corresponding date.

c) Manufacturing of ethanol from Syrup and BHY restricted by Central Government in view of lesser production of Sugar in the country and accordingly OMCs have allocated Quantity of ethanol resulting which ethanol procurement from sugar sector decreased.

d) Around, 20 lakhs MT of sugar is expected to be diverted in ethanol in ESY 2023-24 as against 40 Lakhs MT in ESY 2022-23. The diversion decreased mainly due to restriction imposed by the government.

e) The Central Govt. has declared the price of Ethanol for ESY 2023-24:-

• Price of Ethanol from C hy Molasses - Rs 56.28 Per BL.

• Price of Ethanol from B hy Molasses - Rs 60.73 Per BL.

• Price of Ethanol from Juice/Sugar Syrup - Rs 65.61 Per BL

• Price of Ethanol Damaged food grain - Rs 64.00 Per BL.

• Price of Ethanol Maize - Rs 71.86 Per BL inclusive of Incentive.

GST and Transport rate extra.

ACQUISITION OF UTTAM DISTILLERIES LIMITED AS SUBSIDIARY COMPANY

During the year under review, the Uttam Sugar Mills Limited (USML) has entered into a Tri-Partite Agreement viz. Share Subscription cum Transfer Agreement (SSTA) with Uttam Distilleries Limited (UDL) and Uttamenergy Limited (UEL) on 27^th February, 2024. As per the SSTA, the Company will acquire majority stake in Uttam Distilleries Limited resulting in making "UDL" as subsidiary company of USML. As per the terms of the SSTA, the majority stake in UDL shall be acquired by way of mix of Equity Allotment from UDL and acquisition of Equity Shares from UEL.

UDL is a closely held Company and it has set up a 40 KLPD Ethanol/ ENA distillery (installed 48 KLPD) under Interest Subvention scheme expandable upto 140 KLPD Ethanol / ENA plant based on all types Grains in Roorkee Dist. Haridwar (Uttarakhand).

As on the date of execution of SSTA, UDL was subsidiary of Uttamenergy Limited (UEL) and UEL, being an Engineering company based at Pune, wishes to focus on its Core Engineering business with development in Waste to Energy (WTE) projects and therefore, it has approached the Company for disinvestment of its shareholding in UDL to USML. Both the Companies i.e. UDL and UEL are part of Uttam Group of Companies.

It is to also inform you that recently Govt. of India (GOI) has restricted the production of Ethanol from B-heavy Molasses/ Syrup on account of lower sugar production in India. Therefore, there will be requirement of Grain based distilleries to meet the 20% ethanol blending target of GOI. In line with the policies of GOI, the Company was exploring the avenues for entering into grain based ethanol distilleries and hence decided to acquire majority stake in UDL.

This acquisition will give business synergy to USML as its already in the business of Ethanol / ENA production. As there will be a cap on production of Ethanol from Sugar cane, the need to enhance the Ethanol/ENA manufacturing has become important for USML. Therefore, USML has been weighing a proposition of setting up grain based distilleries to enhance its production capacity of ethanol. Accordingly, as per terms of the SSTA, USML had agreed to invest Rs 35 Crores by way of subscription of 3.50 Cr. Equity Share of Rs 10/- each at par. USML will hold 58.33% shares in UDL after above subscription and UDL will become a subsidiary company of USML. USML shall also purchase the additional stake by way of acquisition of equity shares from Uttamenergy Ltd. (UEL), which is presently the major shareholder of the UDL. During the FY 2023-24 (i.e. till 31.03.2024), the company has paid Rs 5 Crore under the SSTA.

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2024 stood as Rs 38.14 Crores. During the year under review, the Company has not issued any Shares including shares with Differential Voting Rights/ Stock Options/Sweat Equity etc. Further, during the year under review the Company had redeemed 2,13,850 6.50% NonCumulative Redeemable Preference shares and 2,66,575 10.00% Non-Cumulative Redeemable Preference shares as per the terms of the issue.

DEPOSITS

Your Company has neither accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed or unpaid deposits at the end of Financial Year i.e. 31^st March, 2024.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) Retirement by Rotation

Mr. Raj Kumar Adlakha, Managing Director (DIN: 00133256) of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Raj Kumar Adlakha as Director in the ensuing AGM of the Company.

Changes in the Board/KMP (Appointment and Resignation)

There are no changes taken place in the Board during the year under review. However, tenure of Independent Directors viz Mr. Narendra Kumar Sawhney and Mrs. Rutuja Rajendra More is going to expire on 19^th September, 2024 and accordingly, Mr. Narendra Kumar Sawhney and Mrs. Rutuja Rajendra More shall cease to be Directors of the Company w.e.f. 19^th September, 2024 on completion of their second tenure as Independent Directors. The Board places on record its deep appreciation for the contributions of Mr. Narendra Kumar Sawhney and Mrs. Rutuja Rajendra More during their tenure as Independent Directors.

In compliance of provisions of section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to have an optimum combination of Board, Mrs. Anju Sethi has been proposed to be appointed as Independent Director on the Board of the Company. In compliance of Section 149 and 160 of the Companies Act, 2013, it is proposed to appoint Mrs. Anju Sethi as an Independent Director to hold office for a period of five years commencing from the day of Annual General Meeting i.e. 18^th September, 2024 to 17^th September, 2029. Mrs. Anju Sethi has also given declarations confirming that she meets the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company has also received the confirmation from Mrs. Anju Sethi that she has enrolled/registered himself in the databank of persons offering to become Independent Directors.

Declaration/Disclosures of Directors

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brief profile of Mrs. Anju Sethi her Qualifications, Experience alongwith the name of Listed Companies in which she hold the Directorship and Listed Companies in which she hold Chairmanship/membership of the Committees of the Board, as stipulated under Regulations

36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings are given as Annexure to the Notice convening the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and state that:

i. in the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; if any;

ii. they have selected appropriate accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profits of the Company for the year ended on that date;

iii. they have 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. they have prepared the annual accounts on a going concern basis;

v. they have 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

Pursuant to the applicable provisions of the Act, the members of the Company at their 27^th Annual General Meeting held on 23^rd September, 2022, appointed M/s B.K. Kapur & Co., Chartered Accountants (FRN: 000852C) as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 27^th Annual General Meeting (AGM) till the conclusion of 32^nd AGM to be held in the year 2027.

Further, the Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

Clarification on Auditors Observations

Your Directors wish to clarify the observations reported by the Statutory Auditors as under: -

1. Regarding observation in Para i (c) of Annexure A to the Report relating to the title deeds of the immovable property not in the name of the Company in one case, your Directors wish to state that the necessary action is being taken by the Company for registration of such immovable property in the name of the Company.

2. Regarding observation in Para ix (a) of Annexure A to the Report, there are no delays in the repayment of interest/installments to the Bank/Others. However, relating to delays in the repayment of interest/ principal amount of the soft loan due to Govt. of Uttarakhand, your Directors wish to state that company has made a representation to the State Govt. for waiver of the loan alongwith interest, which is under consideration.

COST AUDITORS

As per the requirements of the Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained. The Board on the recommendation of the Audit Committee has re-appointed M/s M.K. Singhal & Company (Firm Regn. No. 00074), Cost Accountants, to audit the Cost Accounting records relating to Sugar, Co-generation and Ethanol Distillery for the Financial Year 2024-25.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company. The Board recommends the same for approval of members in the ensuing Annual General Meeting.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, amended upto date and other applicable provisions, if any, M/s N. K. Rastogi & Associates (Mem. No. 3685), Practicing Company Secretaries has conducted the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is attached and marked as "Annexure-I" and forms part of the Boards Report. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

MEETINGS

The details of Board Meetings and Committee Meetings held during the period under review are given in the Corporate Governance Report.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rules made thereunder and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place Audit Committee. The details of terms of reference, composition of the Audit Committee, number and dates of meetings held, attendance of members and other details are given separately in the attached Corporate Governance Report. The Audit Committee satisfies the requirements of Act and SEBI (LODR) Regulations, 2015. All recommendations made by the Audit Committee during the year were accepted by the Board.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rules made thereunder, the draft Annual Return of the Company for the Financial Year 31^st March, 2024 is uploaded on the website of the Company and can be accessed at https://www.uttamsugar.in/adminpanel/product image/ bf63d15430802a7b3da767269ca20864MGT-7 Website 31032024.pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rules made thereunder and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Vigil Mechanism/Whistle Blower Policy to deal with unethical behavior, victimization, fraud and other grievances or concerns, if any. The Policy allows the whistle-blowers to have direct access to the Chairman of the Audit Committee and also protects them from any kind of discrimination or harassment. The aforesaid policy can be accessed on the Companys website i.e. www.uttamsugar.in and weblink of the same is http:// www.uttamsugar.in/adminpanel/product image/ c077866187df2f8017c804ecf707c5c1WHISTLE%20 BLOWER%20&%20VIGIL%20MECHANISM.pdf

NOMINATION & REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place Nomination & Remuneration Committee and the details of terms of reference, composition, number & dates of meetings held, attendance and other details are given separately in the attached Corporate Governance Report.

The Board on the recommendation of Nomination & Remuneration Committee framed a policy i.e.

Nomination and Remuneration Policy for selection and appointment of Directors, senior managerial personnel and their remuneration, including criteria for determining qualifications, positive attributes, independence of a director. The aforesaid policy can be accessed on the Companys website i.e. www. uttamsugar.in and weblink of the same is http:// www.uttamsugar.in/adminpanel/product image/ ee030138099f100ee0c47796b94234a3Nomination%20 and%20Remuneration%20Policy.pdf

BOARD EVALUATION

As per the provisions of the Companies Act, 2013, a formal annual evaluation needs to be done by the Board of its own performance and of its committees and other individual directors. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual performance evaluation of the Board, Independent Directors, Non-Executive Directors, Executive Directors, Committees and the Chairman of the Board. The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.

Accordingly, the above said evaluation was done based on criteria which includes among others, providing strategic perspective, Chairmanship of Board and Committees, attendance and preparedness for the meetings, contribution at meetings, effective decision making ability and role of the Committees. The detailed analysis of performance evaluation is incorporated under the head Nomination and Remuneration Committee in the Corporate Governance Report.

CREDIT RATING

Details of Credit Ratings assigned to the Company are given in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any investments or given loan or provided guarantee/security during the year under review in terms of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions entered during the year are negotiated on an arms-length basis and are in the ordinary course of business. There have been no materially significant related party transactions entered by the Company with the promoters, directors and key managerial personnel of the Company. Further, the suitable disclosure as required in IND AS-24 regarding Related Party Transactions has been made in the notes to financial statements. The Companys policy for Related Party Transactions is available on Companys website

i.e. www.uttamsugar.in and weblink of the same is http://www.uttamsugar.in/adminpanel/product image/ 75a4453036148e2695b605fa182bc676Policy%20on%20 Related%20Party%20Transactions.pdf

PARTICULARS OF EMPLOYEES

The particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached with this Report and marked as "Annexure-II". During the year under review, no complaint / case was filed or was pending for redressal pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013, are given in a separate annexure attached hereto and forms part of this Report and marked as "Annexure-III".

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control relating to the nature of the business of the Company. A detailed note has been provided under Management Discussion and Analysis Report. The Company has Audit Committee which ensures proper compliance with the provisions of the Companies Act, 2013 and Listing Regulations and also reviews the adequacy and effectiveness of the internal control systems.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant or material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and Companys operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee. The details of composition of CSR committee are given in the Corporate Governance Report attached hereto. The CSR Committee has framed and finalised the CSR policy of the Company which was duly approved by the Board. The CSR policy of the Company can be accessed on the Companys website i.e. www.uttamsugar.in and weblink of the same is http://www.uttamsugar.in/adminpanel/product image/ b5ac1a2f7751acec33bc5bdaca94a1f0Corporate%20 Social%20Responsibilty%20Policyy.pdf

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure-IV" and forms integral part of this Report.

RISK MANAGEMENT POLICY

As per Regulation 21 of the SEBI Listing Regulations, the top 1000 listed entities, determined on the basis of market capitalization has to constitute a Risk Management Committee. The Company has in place Risk Management Committee, which is responsible to review and combat the risk on periodical basis. A detailed note on Risk Management Committee and other details are comprised in Corporate Governance Report.

The Company has also in place Risk Management policy to identify and evaluate business risk and opportunity of Risk Management to minimize the adverse impact on business objectives and enhancement of companys competitive advantage. The policy facilitates to identify the risk at appropriate time and necessary steps to be taken to mitigate the risk. The detailed risk analysis and their mitigation are given in the Management Discussions and Analysis Report.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBI Listing Regulations, the top 1000 listed entities, determined on the basis of market capitalization, have to frame Dividend Distribution Policy. Accordingly, the Company has already adopted a Dividend Distribution Policy which is available on the website of the Company i.e. www.uttamsugar.in and weblink of the same is http://www.uttamsugar.in/ adminpanel/product image/82a901ccdab826d78c9374 4c4ef9971aUTTAM%20SUGAR%20MILLS%20LIMITED DDP.pdf

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Associate and/or any Joint Venture Company.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e. 31^st March, 2024 and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no material change in the nature of business of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the provisions of Regulation 34(2)(f) of the Listing Regulations, inter alia, provides that the annual reports of the top 1000 listed entities based on market capitalisation (calculated as on March 31^st of every financial year), shall include a Business Responsibility & Sustainability Report (BRSR). Your Company comes under the same and therefore the Company has formulated a Policy on Business Responsibility ("Policy"), which lays down the broad principles to guide the Company in delivering its various responsibilities to its stakeholders. Business Responsibility & Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Report and marked as "Annexure-V".

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report and marked as "Annexure-VI", which also includes a Certificate obtained from a Practicing Company Secretary pursuant to the said Regulations.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate Report on Management Discussion and Analysis for the year under review, as stipulated under regulation 34(2)(e) read with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Report and marked as "Annexure-VII".

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

The Company has not made or received any application under the provisions of IBC during the financial year. There is no proceeding pending under the IBC during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF OTS AND THE VALUATION DONE WHILE TAKING LOAN

The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

INDUSTRIAL RELATIONS

Industrial relations continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors thank the Customers, Suppliers, Farmers, various Govt. Agencies, Banks and Shareholders for their continued support and co-operation. Further, your Directors also acknowledge the dedicated services rendered by all the employees of the Company.