Your Directors have the pleasure of presenting their 85^th Annual Report together with the Audited
Financial Statements for the period ended 31“ March 2025.

GENERAL:

All India's sugar production for the 2024-25 season is expected to reach 261-262 lakh tonnes,
compared to the previous year's 320 lakh tonnes. This is due to a combination of factors, including
lower sugarcane yields in key producing states and the diversion of sugar for ethanol production. 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
31“ 2025 was 19.81 Lakh MT and the total bagging was 12.84 Lakh quintals of sugar. The Company
has produced 942.24 Lakh BLS Ethanol during this year.

FINANCIAL RESULTS:

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

During this year Company has achieved a recovery of 10.75% at Ugar and 8.80% at Jewargi. The
company has incurred a loss of Rs. 1,624.95 Lakh compared to last year's profit of Rs. 2114.25 Lakh.

Transfer to Reserve: No amount has been transferred to the Reserve for the Financial Year
2024-25.

DIVIDEND: The board has not recommended any Dividend for this year, (previous year Dividend was
25%)

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities 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 Company's website URL:

http: //web.ugarsugar.com/Investor_Relations/Corporate_%20Announcements/Dividend-Distribution
Policy.pdf

OPERATIONS:

SUGAR ATUGAR:

SUGAR AT JEWARGI :

DISTILLERY, IML PRODUCTION & ELECTRICITY GENERATION :

Your Directors expect to procure approximately 25 to 28 Lakh MT of sugarcane at Ugar and Jewargi
Units during the crushing season 2025-26. 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 does not have any outstanding deposits from public.

Further, your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 (“the Act”) and the Companies (Acceptance of Deposits) Rules, 2014 during the
financial year 2024-25. Accordingly, there are no unclaimed or unpaid deposits lying with the
Company for the year under review. Hence the requirement for furnishing of details of deposits which
are not in compliance with Chapter V of the Act is not applicable. However, company has accepted
exempted deposit from its Directors.

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.50 Cr. to Karnataka Vikas Grameena Bank
(KVG Bank) And Rs. 15 Crore from Vishweshwar Sahakari Bank Ltd., Pune, Details of 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. The Corporate Guarantees are given within prescribed limits
u/s 186.

DIRECTOR’S DETAILS OF APPOINTMENT / CESSATION AND REAPPOINTMENT:

• Mr. Prafulla Vinayak Shirgaokar (DIN:00151114) aged 86 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.

• Mr. Sachin Rajendra Shirgaokar (DIN :00254442) aged 59 years, is liable to retire by rotation at
this AGM 8s being eligible offers himself for reappointment. Being a fit and proper person, the
Board intends to reappoint him as a Director.

• Mr. Rakesh Kapoor, Dr. M R Desai, Mr. V Balasubramanian and Mr. D B Shah have retired from
the position of the Independent Directors on completion of their term of Office as an Independent
Director of the Company effecting from the closing the business hours on 28^th July, 2024 and
ceased to be the Independent Director of the Company thereafter.

• Mr. Subhash Kutte (DIN: 00233322), Mr. Ashish Kamath (DIN:06371682), Mr. Shreenath
Deshpande (DIN:00124076) and Adv. Ravi Shiralkar (DIN:02434094) has been appointed as
Independent Director for the period of 3 years i.e. till 12^th August 2027.

• Mr. S.S. Gangavati (DIN: 06470675) age 80 years and Mrs. Suneeta Thakur (DIN: 06864894)age
70 years, will be re-appointed for a remaining period of 2 years out of 5 years.

KMP Changes:

• Mr. Tushar V Deshpande has been appointed w.e.f. 11^th July 2024 as Company Secretary &
Compliance Officer of the Company.

Declaration by Independent Directors:

• All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 46 of SEBI (Listing
Obligations and Disclosures Requirements) Regulation 2015. The details of the appointment of
independent Directors are disclosed on the Company's website with the following link
www.ugarsugar.com

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

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION, INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has
adopted the Remuneration Policy for Directors, KMPs and other employees. NRC has formulated the
criteria for determining qualifications, positive attributes and independence of an Independent Director,
as well as the criteria for Performance Evaluation of individual Directors, the Board as a whole and the
Committees. The Company’s policy on the appointment and remuneration of Directors, and other
matters as provided in Section 178(3) of the Act, is disclosed in the Corporate Governance Report,
which forms part of the Annual Report and is also available at the link mentioned below. :
https: / /www.ugarsugar.com

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 of 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&parent7
MEETINGS:

During the year, 7 (seven) 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 2024-25 and 2025-26. 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 1471.39 Lakh KW of which we have exported 508.56 Lakh
KW in open market through PTC India Ltd. by consuming 5.23 Lakh MT of Bagasse.

DISTILLERY:

The production of Ethanol was 942.24 Lakh BL, as compared to 715.02 Lakh BL during the previous
year. During the year under review, we have supplied 935.07 Lakh BL Ethanol to the Oil Companies.

INDIAN-MADE LIQUOR (IML) AT UGAR:

The Company has manufactured 2.84 Lakh cases at Ugar during this year as against 4.60 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 9,93,62,203 Equity shares have been
dematerialized by the shareholders, i.e. 88.32% of total shareholdings on 31“ March 2025. The annual
fees of depositories for the FY 2024-25 have been paid by the Company.

CONSERVATION OF ENERGY

All the energy conservation measures successfully implemented in the past are giving 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

The Company doesn’t have any Subsidiary Company as on 31“ March 2025.

QUALIFYING REMARKS IN AUDITORS' REPORT:

There are no qualifying remarks in the Statutory Auditors Report. However, the Auditor observed that
"Based on our examination which included test checks, The Company has enabled the Audit trail
functionality for the accounting software effective 19th February 2025. Further, during the course of
audit we did not come across any instance of audit trail feature being tampered with."

In respect of proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 regarding preservation
of audit trail, the Company has preserved such edit logs generated effective 19th February, 2025.

The observation made by the auditor is self explanatory.

AUDITORS:

STATUTORY AUDITORS

The Company's Auditors, M/s. Kirtane & Pandit LLP, Chartered Accountants, having FRN-105215W
were appointed in the 82^nd 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 2025-26. 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 8s 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 2025-26 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 Secretaries 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 replies to
the observation are 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. The Committee has
formulated policy for CSR Activities and is placed on the website of the Company at
https://www.ugarsugar.com. It is hereby confirms that the CSR activities are aline with the company's
CSR policy, objectives and all relevant legal requirements.

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.

During the year under review no material or serious observations were received from the Internal
Auditors of the Company for inefficiency or inadequacy of Internal Financial Controls.

The Internal Financial Controls followed by the Company are adequate and commensurate with the
size and nature of the business and were operating effectively during the year under review.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's 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 Company’s
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 IV.

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 2025. These documents are available for inspection during
business hours at the Registered Office of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March 2025, there were no subsidiaries / Associate Company / Joint Venture Company.
Hence consolidation of financial statement is not required.

SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems
are adequate and operating effectively.

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY S 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 company’s 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 2023-24 is available on Company's website at
URL:http://web.ugarsugar.com/Investor_Relations/AnnualReturn.asp?child=5&parent=7

Further annual return for the year 2024-25 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 V."

WHISTLE BLOWERPOLICY / 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 Company's 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 Company’s 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.

Details of Significant and Material Orders passed by the Regulators /Courts/Tribunal.

No significant and material orders were passed by the regulators, the Courts, or Tribunals impacting
the going concern status and the Company’s operations in the future.

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 2024- 25, 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 PTC India Ltd. 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.

By order of the Board of Directors,

Place : Regd. Office: Mahaveer Nagar, ^{For The} uf^{ar Su}I^{ar Works} Limited,

Sangli - 416416.

Shishir S. Shirgaokar

Date : 12* May 2025. (DINNo^SlSQ)