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Uttam Sugar Mills Ltd			Industry : Sugar


BSE Code:	532729	NSE Symbol:	UTTAMSUGAR	P/E(TTM):	7.5

ISIN Demat:	INE786F01031	Div & Yield %:	1.08	EPS(TTM):	30.91

Book Value(Rs):	205.2324866	Market Cap ( Cr.):	883.66	Face Value(Rs):	10

Change Company

The Shareholders of the Company,

Your directors take pleasure in presenting this Thirtieth Annual Report together with the Audited Annual Financial Statements for the year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial results of the Company for the year ended on 31^st March, 2025 are as under:-

	(Rs in Lakhs)
PARTICULARS	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	1,79,340.97	2,04,696.65
Profit before Depreciation & Tax	16,843.12	21,862.39
Less:
Depreciation	4,459.69	3,980.56
Profit before Tax	12,383.43	17,881.83
Less: Provision for Taxation
Current Tax	2,700.00	4,123.15
Income Tax for Earlier Year	(20.70)	22.25
Deferred Tax (Credit)	580.72	515.52
Profit after Tax	9,123.41	13,220.91
Total Other Comprehensive Income/(Loss)	(82.25)	(79.85)
Profit for the year	9,041.16	13,141.06
Add: Balance brought forward from Previous Year	44,573.65	33,091.18
Less: Amount transferred to Capital Redemption Reserve on redemption during the year
i) 58700 (213850 in FY 24) 6.50% Non-Cumulative Redeemable Preference Shares	58.70	213.85
ii) 203725 (266575 in FY 24) 10% Non-Cumulative Redeemable Preference Shares	203.73	266.58
Less: Impact of Deferred Tax on Land Revaluation reserve	220.00	-
Less: Impact of redemption of Preference Shares out of opening retained earning	85.85	184.27
Less: i) Equity Dividend paid out of retained earnings ii) Preference Dividend paid out of retained earnings	953.45 15.02	953.45 40.44
Surplus transferred to Balance Sheet	52,078.06	44,573.65

DIVIDEND

Your directors recommended a dividend at the prescribed rate on 6.50% Non-Cumulative Redeemable Preference shares and on 10% Non-Cumulative Redeemable Preference shares and 25% i.e., 2.50/- per Equity Share of ' 10/- each, for the year ended 31^st March 2025, 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 Friday, 12^th September, 2025.

PERFORMANCE OF THE COMPANY Revenue from Operation during the year under review, your Company's Revenue from Operations was ' 1,79,340.97 Lakhs as compared to ' 2,04,696.65 Lakhs in the previous financial year.

EBITDA during FY 2024-25 is ' 22,231.53 lakhs as compared to ' 27,435.80 lakhs during the previous FY, EBIDTA is lower as compared to previous FY is mainly on account of less allocation of quota of sugar sales besides lower cane crush in FY 2024-25 due to damage of crop on account of excessive rain and floods.

Earning before tax is at ' 12,383.43 lakhs as against ' 17,881.83 lakhs in previous year.

DIRECTORS⁷ REPORT

Earnings after tax is at ' 9,041.16 lakhs, as compared to the earnings after tax of previous FY of ' 13,141.06 lakhs.

REVIEW OF OPERATIONS Sugar Division

Operational data of the Company for the financial year 2024-25 and 2023-24 are as under:-

Financial Year	Cane crushed (In Lakhs Qtls.)	Sugar produced (In Lakhs Qtls.)	Recovery %
2024-25	381.82	34.69	9.09*
2023-24	404.98	42.83	10.53

• Includes impact of increase the diversion of sugar in ethanol through syrup/B Hy.

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 %*
2024-25	401.68	35.90	8.94
2023-24	325.36	34.23	10.53

*Recovery Equivalent to C Hy Molasses -11.28% in SS

2024-25 & 11.56% in SS 2023-24.

Lower recovery due to impact of pest & diseases attack in Cane crop.

Major Highlights of FY 2024-25 and of SS 2024-25

> Sugarcane crushing in SS 2024-25 increased by around 23.46% from 325.36 lakhs Qtls to 401.68 lakhs Qtls. The increase in crush is mainly due to better yield of sugarcane besides favorable weather conditions.

> Net Recovery of Sugar during the season was 8.94% in SS 2024-25 as against 10.53% in SS 2023-24 with B Hy molasses/syrup. Recovery equivalent to C Hy molasses was 11.28% in SS 2024-25 as against 11.56% in SS 2023-24 slightly lower because of impact of pest & diseases attack in Cane Crop.

> During the sugar season 2024-25 9.42 Lakhs qtls of sugar diverted to ethanol as compare to 3.35 lakhs qtls during SS 2023-24 in the form of B Hy & syrup.

> During the current season all our four units operated through B Hy mollases besides Barkatpur & Libberheri also operated on syrup with B Hy mollases.

> During the FY 2024-25, your company has increased the installed cane crushing capacity at Khaikheri from 4700 TCD to 5500 TCD.

> During the FY 2024-25, company sold 675.38 Lakhs bulk litres industrial alcohol (including Ethanol) as compared to the 652.83 Lakhs bulk litres in the previous financial year.

> During the FY 2024-25, the EBITDA margin has decreased from 13.35% to 12.35% to total income mainly on account of lower sugar sales besides less cane crush in FY 2024-25.

> During the FY 2024-25, the PAT margin has decreased from 6.43% to 5.07%.

> Industrial Alcohol production of 6.66 crore litres in FY 2024-25 as against 6.83 crore litres in FY 2023-24, a decrease of 2% over previous year due to restrictions imposed by the Government of India on production of Ethanol from B Hy/Syrup.

The Company registered a gross turnover of Sugar of ' 1,31,093.95 Lakhs for the year ended 31^st March, 2025 as against ' 1,56,408.10 Lakhs for the year ended 31^stMarch, 2024- a decrease of gross turnover by 16.18 % due to less allocation of quota of sugar sales besides lower cane crush. Sale quantity of sugar decreased by 19%, however, the net sales realization of Sugar was better at ' 3984 per qtl during Current year as against ' 3856 per qtl in previous year.

During the current season, the Company commenced its crushing in all four Units in 1^st week of November 2024. The sugar recovery was slightly on lower side as compared to previous season as crop effected by pest & diseases.

The Company's aggregate sugar cane crushing was 401.68 Lakhs qtls during the season 2024-25 as against 325.36 Lakhs qtls during the season 2023-24. The increase in cane crush is due to better cane development programme consisting of crop protection, change in sowing technique which resulted better yield of sugarcane.

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, crop protection 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.

• There is no change in cane price of SS 202425 and kept at the level of SS 2023-24. SAP for SS 24-25 were as under: -

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

• Society Commission remain same as it was in previous season at ' 5.50/- qtl for Sugar Season 2024-25 in both the states.

• For the sugar season of 2024-25, FRP increased at ' 340/quintal at a recovery of 10.25%. "With each increase of recovery by 0.1%, farmers will get an additional price of ' 3.32 while the same amount will be deducted on reduction of recovery by 0.1%," Factories whose recovery is lesser than 9.50, FRP fixed at 315.10/- qtl.

• Government of India has allocated export Quota of 10 lacs tons sugar which to be exported by 30.09.2025.

Co-generation Division

During the period under review, your company produced 2,267.01 Lakhs KWH of power as compared to 2,820.11 Lakhs KWH of power in the year 2023-2024. Out of total production, your company exported 1,045.80 Lakhs KWH to UPPCL/UPCL for a total amount of ' 4,635.78 Lakhs against 1,374.14 Lakhs KWH for an amount of ' 5,862.03 Lakhs in the previous year. Power Production/Export decreased mainly due to reduction in steam consumption in our most of plants as only incidental power being exported in the state of UP because of very lower rate of power in UP.

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] on the working of C Hy. In case of plant operate on B Hy, the plant capacity will be higher by 25%.

During the year under review 665.57 Lakhs bulk litres (BL) of industrial alcohol produced as compared to 683.26 Lakhs bulk litres in the year 2023-24 and your company sold 675.38 Lakhs bulk litres industrial alcohol (including of Ethanol) as compared to the 652.83 Lakhs bulk litres in the previous financial year.

CO₂ gas sold of 49.01 Lakhs kg amounting to ' 135.36 Lakhs during the year as compared to sales of 72.33 Lakhs kg amounting to ' 185.87 Lakhs in the previous year ending 31^st March 2024 slightly dip in sales because of the gap of demand and supply.

During the year under review 66.22 lakhs KG of Potash amounting ' 100.00 lakhs sold as against 52.21 lakhs KG amounting ' 120.45 lakhs in previous financial year.

From the above table, continuous growth being observed in the segment, in current year it was higher as compared to previous year. Our presence is increasing in all the sector like in General Trade, Modern Trade, HORECA, various companies etc. Company is continuously focusing in the sales of specialty products consisting of sachet, icing, invert, cubes (both white & brown) etc. New major buyers added in HORECA sector like IRCTC, CCD, Starbucks, Mother Dairy etc.

The Indian Sugar industry review

The Indian Sugar Season 2024-25 was characterized by few landmark statistics such as

a) In the Sugar Season 2024-25 the total sugar production estimated as 258 lakhs tones which is lower than last season's figure of 316 lakhs tones.

b) Major reduction in sugar production, were observed in state of Maharashtra by 25%, Karnataka by 20%, Tamilnadu by 47% and UP by 10%.

c) Production is after netting of 35 Lakhs tones diverted in ethanol. India's net sugar production to drop 11-12% in SS 2024-25 due to lower cane crush besides drop in recovery.

d) Government allowed 1 MT sugar exports for SS 2024-25 which is to be exported by 30^th September 2025.

e) State Advised Price (SAP) of UP & UK states of sugarcane for the sugar season 2024-25 remained unchanged at '370/- & ' 375/- per quintal respectively for early variety of sugarcane. In case of general variety, it is lesser by ' 10/-qtl.

f) Fair & Remunerative Price (FRP) of sugarcane for the sugar season 2024-25 has been revised to '340 per quintal from '315 per quintal in the previous season (basic recovery of 10.25%), premium of ' 3.32/- qtl, approved for every 0.1% increase in recovery over 10.25%.

g) FRP for the sugar season 2025-26 has been revised to '355 per quintal linked to basic recovery of 10.25%, premium of ' 3.46/- qtls for each 0.1% increase in recovery over 10.25%.

h) Domestic consumption of Sugar decreased which can be evident from less quota allocation besides lapsing of quota by some of the mills.

i) Closing stock estimated more than 5 million MT at the end of sugar season 2024-25 & the estimation of the production for 2025-26 is also better.

j) The intervention of the Government needed for the industry with respect to MSP which needs to be increased from ' 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.

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.

Although India's 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 increased blending with petroleum. 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 tons 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 and low prices for DDGS from grain ethanol.

a) As per the latest reports from the Government of India, as of May 04, 2025, Oil Marketing Companies (OMCs) have secured around 465 Crore Liters of ethanol.

b) The sugar sector contributed around 212 Crore Liters, with the grain sector supplying the remaining 253 Crore Liters.

c) Overall, the percentage-wise contribution of Sugar Sector and Grain Sector stands at 46% & 54% respectively.

d) The current blending percentage achieved is 18.61%, as of May 04, 2025.

e) Monthly average ethanol blending of 19.70% achieved for the month of April-2025.

f) 1067 Crore liters' ethanol allocated for ESY 2024-25 so far.

The Government is in the final stage of finalizing the road map of E 20 and beyond, with the draft report nearly on completing stage. The report is expected to provide insight into the projected contribution of sugar- based ethanol in coming year besides to give clarity on introduction of Flexi/Hybrid and E85/E100 Fuel.

UPDATE ON THE UTTAM DISTILLERIES LIMITED (SUBSIDIARY COMPANY)

During the year under review, the Company has acquired 53.77% stake in Uttam Distilleries Limited (UDL), consequent to which UDL has become Subsidiary company of Uttam Sugar Mills Ltd. w.e.f. 30^th July, 2024. The Company has acquired further stake in UDL pursuant to the Share Subscription cum Transfer Agreement (SSTA) and accordingly, as on the date of this report, the company is holding 83.73% in UDL.

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 160 KLPD Ethanol/ ENA plant based on all types Grains at Bahadarabad, Dist. Haridwar (Uttarakhand). The Company has already commenced its Commercial production w.e.f. 28^th March, 2024.

Being the Holding Company of UDL, the Company has prepared Consolidated Financial Results for the year ended 31.03.2025 along with Standalone Results and the same is annexed with this 30^th Annual Report.

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2025 stood as ' 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 shares etc. Further, during the year under review the Company had redeemed 58,700 6.50% Non-Cumulative Redeemable Preference shares and 2,03,725 10.00% Non-Cumulative Redeemable Preference shares as per the terms of the issue.

DEPOSITS

Your Company has not 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, 2025.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Gurbachan Singh Matta (DIN: 02612602), NonExecutive Non-Independent Director of the Company is liable to retire by rotation and being eligible, offers himself for appointment. The Board recommends the appointment of Mr. Gurbachan Singh Matta as Director in the ensuing AGM of the Company.

Changes in the Board/KMP (Appointment and Resignation)

During the year under review, Mr. Narendra Kumar Sawhney (DIN: 00109853) and Mrs. Rutuja Rajendra More (DIN: 07201928) ceased 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 (DIN: 10746144) has been appointed as Independent Director on the Board of the Company for a period of five years w.e.f 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 herself in the databank of persons offering to become Independent Directors. Mr. G. S. Matta (DIN: 02612602) was appointed as Non-Executive Director in the Non-Independent category for a period of five years commencing from 30th September, 2020 to 29^th September, 2025. Since, the tenure of Mr. G. S. Matta is going to expire on 29^thSeptember, 2025, he may be re-appointed for further term of 5 (Five) years. Accordingly, Mr. G. S. Matta, Non-Executive Non-Independent Director being eligible is proposed to be re-appointed as Non-Executive NonIndependent Director of the Company for a further term of five years from 30^th September, 2025 to 29^th September, 2030 as per the provisions of the Companies Act, 2013. Mr. Jasbir Singh (DIN: 08897793) was appointed as Non-Executive Independent Director for a period of five years commencing from 30^th September, 2020 to 29^thSeptember, 2025. Since, the first tenure of Mr. Jasbir Singh is going to expire on 29^th September, 2025, he may be re-appointed for the Second tenure of 5 (Five) years. Accordingly, Mr. Jasbir Singh, Non-Executive Independent Director being eligible is proposed to be re-appointed as Non-Executive Independent Director of the Company for the second tenure as Independent Director for five years from 30^th September, 2025 to 29^thSeptember, 2030 as per the provisions of the Companies Act, 2013.

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.

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, 2025, 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, 2025 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 and Statutory procedures are pending.

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 2025-26.

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 Regulation 24A of Listing Regulations and other applicable provisions, if any, M/s N. K. Rastogi & Associates (C.P. No. 3785 and Peer Review

Certificate no. 1280/2021), Practicing Company Secretary has conducted the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March, 2025 is attached and marked as "Annexure-I" and forms part of the Board's Report. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark. Further, pursuant to the provisions of Section 204 of the Act and Regulation 24A of Listing Regulations, the Board of Directors, on the recommendations of the Audit Committee, in its meeting held on 23^rd May, 2025 has recommended to the shareholders of the Company, an appointment of M/s N. K. Rastogi & Associates, Practicing Company Secretary (C.P. No. 3785 and Peer Review Certificate no. 1280/2021) as the Secretarial Auditors of the Company for term of 5 (five) consecutive years, i.e., to hold the office from conclusion of 30^th Annual General Meeting ('AGM') until the conclusion of the 35^th AGM of the Company. The Company has received the consent & eligibility certificate from M/s N. K. Rastogi & Associates, Practicing Company Secretary and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder and Listing Regulations.

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 ended 31 ^st March, 2025 is uploaded on the website of the Company and can be accessed at https://www.uttamsugar.in/policy.phpRsid=93.

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 Company's website i.e. www.uttamsugar.in and weblink of the same is https://www.uttamsugar.in/adminpanel/productimage/fa759408dc4201 9cc63c579cb76cdad4Whistle%20 Blower%20and%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 Company's website i.e. www. uttamsugar.in and weblink of the same is https://www.uttamsugar.in/adminpanel/productimage/ a4028de98d60f262a1139f4630770f60NRC%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 made investments in the Uttam Distilleries Limited (Subsidiary Company) of the Company in compliance of the provisions of Section 186 of the Companies Act, 2013. The Company has not given any 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 Company's policy for Related Party Transactions is available on Company's website i.e. www.uttamsugar.in and weblink of the same is https:// www.uttamsugar.in/adminpanel/productimage/75a 445.30.36148e2695b605fa182bc676Policy%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 Company's 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 Company's website i.e. www.uttamsugar. in and weblink of the same is https://www.uttamsugar.in/ adminpanel/productimage/0424a8ef8cc61264d76262 52c95da411 Corporate%20Social%20Responsibilty%20 Policy.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 is not falling within the purview of Regulation 21 of the SEBI Listing Regulations, however, 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 company's 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. The Company is not falling within the purview of Regulation 43A of the SEBI Listing Regulations, however, the Company has 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 https:// www.uttamsugar.in/adminpanel/product image/9b7ed c8e1a257ff51f420395dbd01552UTTAM%20SUGAR%20 MILLS%20LIMITED DDP.pdf

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any Associate and/or any Joint Venture Company, however, the Company has a Subsidiary Company viz. Uttam Distilleries Limited.

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, 2025 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, shall include a Business Responsibility & Sustainability Report (BRSR). The Company is not falling within the purview of Regulation 34(2)(f) of the SEBI Listing Regulations, however, your 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 onetime 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.