Your Directors take pleasure in presenting the 15^th Annual Report together with Standalone
Audited Financial Statements of your Company for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE (Figures are Rupees in Lakhs)

2. PERFORMANCE REVIEW AND THE STATE OF THE COMPANY’S AFFAIRS:

The Key Highlights of the Company’s performance (Standalone) for the year ended March
31, 2025 are as under:

• Total Income recorded at Rs. 80.94 Lakhs as against revenue of Rs. 162.09 Lakhs in the
previous financial year.

• PBDT recorded at Rs. 55.79 Lakhs as against last year’s profits of Rs. 80.31 Lakhs

• Net profit after tax is recorded at Rs 41.87 Lakhs against previous year’s profits of
Rs. 55.73 Lakhs.

You can find a detailed analysis of the company's current situation and future prospects in the
'Management Discussion and Analysis' section, where we provide thorough information.

At present, our company is engaged in business activities as per the Objectives stated in Clause
III(A) of the Memorandum of Associates. However, considering the developments in various
industries, we see several opportunities where we can operate more efficiently.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves separately.

4. DIVIDEND

Your Directors do not recommend any dividend for the financial year 2024-2025 as the Company
is still in pre-operational stage

5. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

There was no change in the Capital Structure of the Company during the period under review.

6. DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of
Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014, hence there are no details to disclose as required under Rule 8(5)(v) and (vi) of the
Companies (Accounts) Rules, 2014.

7. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to
‘Meetings of the Board of Directors, and General Meetings, respectively have been duly
followed by the Company.

8. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

There was no company which have become or ceased to be company’s subsidiary/ associate
companies or entered into joint ventures during the year.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees and investments made by the company during the period
under review.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

Company has not entered into any contracts/arrangements with related parties during the year
that are required to be disclosed.

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

(A) CONSERVATION OF ENERGY

i) The steps taken or impact on conservation of energy: Company is yet to set up the sugar

factory, however efforts are made at all levels to conserve energy and minimize its use.

ii) The steps taken by the company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipment’s: NIL

(B) TECHNOLOGY ABSORPTION

i) The efforts made towards technology absorption: NIL

ii) The benefits derived like product improvement, cost reduction, product
development or import substitution:

• Better economy, reduction in emission & clean operation

• Optimum efficiency

iii) In case of imported technology (imported during the last year reckoned from the
beginning of the financial year): NIL

• The details of technology imported: NIL

• The year of import: NIL

• Whether the technology fully absorbed: NIL

• If not fully absorbed, areas where absorption has not taken place and the reasons
thereof; and: NIL

iv) The expenditure incurred on Research and Development: NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, Foreign Exchange Earnings and Outgo are as under: -

12. AUDITORS AND AUDITORS’ REPORT
STATUTORY AUDITORS

M/s. Vijay Panchappa &Co., Chartered Accountants (ICAI Registration No. 004693S) were
appointed as the Statutory Auditors of the Company to hold office for five consecutive years
starting from the conclusion of the 13^th Annual General Meeting (AGM) held on September 30,
2023 until the conclusion of the AGM of the Company to be held during the financial year 2027¬
2028.

STATUTORY AUDIT REPORT

The audit conducted by Vijay Panchappa & Co, Chartered Accountants for FY 2024-25 does not
contain any qualification remark. The Audit report is enclosed with the financial statements in this
Annual Report and it is self-explanatory.

SECRETARIAL AUDIT REPORT

As required under section 204(1) of the Companies Act, 2013 and Rules made there under, the
Company will appoint G D S & Associates, Practicing Company Secretaries as Secretarial Auditor
of the Company for the term of five years commencing from Financial Year 2025-26 to Financial
year 2029-30.

The Copy of Secretarial Audit Report for the Financial Y ear 2024-25 issued in this regard has been
attached as Annexure to the Board Report.

The Secretarial Auditor has raised one observation w.r.t Internal Audit Report stating that The
internal audit report(s) was not made available for our verification during the course of the
secretarial audit. As a result, we were unable to ascertain the adequacy and effectiveness of the
internal audit system and its compliance with the requirements under the provisions of the
Companies Act, 2013 and other applicable regulations.

Management Reply: The internal audit report was under preparation and could not be provided
during the audit period. The Company has assured that necessary steps are being taken to ensure
timely availability of such reports in the future.

INTERNAL AUDITORS

The Company has appointed M/s. Khadabadi and Menshi, Chartered Accountants, as Internal
Auditors of the Company for financial year 2025-26. The internal audit report was under
preparation and could not be provided during the audit period. The Company has assured that
necessary steps are being taken to ensure timely availability of such reports in the future.

COST AUDITOR AND COST AUDIT

The provisions of Cost Audit are not applicable to the Company.

13. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is presented in
a separate section forming part of this Annual Report is enclosed as ‘Annexure to this Report

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company recognizes and embraces the importance of a diverse Board in its success. We
believe that a truly diverse Board will leverage differences in thought, perspective, knowledge,
skill, regional and industry experience, cultural and geographical background, age, ethnicity, race
and gender, which will help us retain our competitive advantage. Y our Board comprises of experts
in the field of Finance, Corporate Governance, and technology in financial inclusion, Enterprise
Management, People Management and Leadership skills. Your Company has also appointed a
Woman Director on the Board.

The Board of Directors as on March 31, 2025 comprised of the following directors:

Changes in Director’s & Key Managerial Personnel

There were no changes in the director’s composition and Key managerial personnel during the year
under review.

Declaration by Independent Directors

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their liability to discharge their duties. Based
on the declaration received from Independent Directors, the Board of Directors have confirmed
that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act,
2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.
The Company has also received Disclosure of Interest by Directors as per the provisions of Section
184 of the Act.

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term
up to five consecutive years on the board of a company, but shall be eligible for re-appointment
for another term up to five years on passing of a special resolution by the company and disclosure
of such appointment in Board’s Report. Further Section 152 of the Act provides that the
independent directors shall not be liable to retire by rotation in the Annual General Meeting
(‘AGM’) of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an
independent director in more than seven listed entities: provided that any person who is serving as
a whole time director in any listed entity shall serve as an independent director in not more than
three listed entities. The Independent Directors of the Company confirmed that they are in
compliance with the requirements of Regulation 25 of Listing Regulations.

In the opinion of the Board, the Independent Directors possess the requisite expertise and
experience and are the persons of high integrity and repute. They fulfill the conditions specified in
the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have complied with the Company’s Code of
Business Conduct & Ethics.

Board Evaluation

Pursuant to the provisions of the Act, the Board is required to monitor and review the Board
evaluation framework. The Annual Performance Evaluation is conducted for all Board Members
as well as the working of the Board and its Committees. The evaluation process also considers the
time spent by each of the Board Member, core competencies, personal characteristics,
accomplishment of specific responsibilities and expertise. The Board evaluation is conducted
through questionnaire having qualitative parameters and feedback based on ratings. The outcome
of the Board evaluation for financial year 2024-25 was discussed by the Nomination and
Remuneration Committee and the Board at their meeting held on February 07, 2025.

Familiarization Programme for Independent Directors

Every new Independent Director of the Board attends an orientation program. To familiarize the
new inductees with the strategy, operations and functions of our Company, the Executive Directors
/ Senior Managerial Personnel make presentations to the inductees about the Company’s strategy,
operations, policies, product and service offerings, markets, software delivery, organization
structure, finance, human resources, technology, quality, facilities and risk management.

Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the Company
was held on February 07, 2025, without the presence of Non-Independent Directors and members
of the Management. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole, performance of Chairperson of the Company and assessed the
quality, quantity and timelines of flow of information between the Company Management and the
Board in terms of Schedule IV of the Act.

All the Independent Directors of the Company were present in the meeting.

Meeting of Board of Directors

The Board met 5 times during the year, 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 and the Listing Regulations.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and
ability, confirm that:

• in the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;

• they have selected such accounting policies and 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 at the end of the financial year and of the profit of
the Company for that period;

• they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

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

• they have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively;

• they have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively. Based on the framework
of internal financial controls and compliance systems established and maintained by the
Company, the work.

16. COMMITTEES OF THE BOARD

Currently, the Board has Three Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholder’s Relationship Committee;

17. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the Secretarial Auditors of your Company
regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read
with Regulation 34(3), of the SEBI (LODR) Regulations, are provided in a separate section and
forms part of this Report as Annexure.

18. MANAGEMENT DISCUSSION ANALYSIS REPORT

The details forming part of Management Discussion and Analysis Report is annexed herewith to
the Board Report as Annexure to this Report.

19. BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the
disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the
Company for the year under review.

20. ANNUAL RETURN

As required under Section 134(3) (a) of the Act, the Annual Return is put on the Company’s
website and can be accessed at www.ursugar.co.in.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year under review, there is no significant and material order passed by the Regulators
or Courts or Tribunals impacting the going concern status and Company’s operations.

22. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL
YEAR TILL THE DATE OF THIS REPORT

Subsequent to the date of financial statements (i.e. after 31^st March 2025) no significant event has
occurred.

23. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the Companies Act, 2013,
the Board has developed Internal Finance Control Policy to identify and mitigate risks.

The internal control systems are commensurate with the nature of business and the size and
complexity of operations of the Company. The Audit Committee periodically evaluates the
adequacy and effectiveness of the Company’s internal financial control systems and monitors the
implementation of recommendations made by the Committee.

The Auditors of the Company have also opined that “the Company has in all material respects an
adequate internal financial control system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at 31st March 2025.

Further certificate of compliance from the Managing Director and Chief Financial Officer
annexed to this report confirms the adequacy of the internal control systems and procedures of
the Company.

The provisions of Regulation 21 of SEBI Listing Regulations 2015 pertaining to Risk Management
Committee are not applicable to the company.

24. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and
ethical behaviour in all its operations, the Company has formulated Vigil Mechanism Policy. This
policy aspires to encourage all employees to report suspected or actual occurrence of illegal,
unethical or inappropriate events (behaviours or practices) that affect Company’s interest/image.

25. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints Committee (“ICC”) has been
duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual
harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the
POSH Act and the rules framed thereunder. Further details are as follow:

26. HUMAN RESOURCE DEVELOPMENT

Your Company treats its “human resources” as one of its most important assets. Your Company
continuously invests in attraction, retention and development of talent on an on-going basis. A
number of programs that provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation and job enlargement.

27. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could
affect the Company’s financial position have occurred between the end of the financial year of the
Company and date of this report.

28. LISTING WITH STOCK EXCHANGE:

The Company is listed in BSE and the Company has paid the Annual Listing Fee for the year 2025¬
26.

29. ANNUAL REPORT

As per SEBI circular, requirement of sending physical copies of Annual Report to shareholders are
dispensed with for listed entities who conduct their AGM’s till December 31, 2024.

We request the shareholders to download the 15^th Annual Report which is uploaded on our website
www. ursugar.co. in

30. POLICY FOR SELECTION AND APPOINTMENT OF NON EXECUTIVE
DIRECTORS AND THEIR REMUNERATION

The Board has constituted a Nomination & Remuneration Committee (NRC). The details of terms
of reference, number & dates of meeting held, attendance and other details are given separately in
the attached Corporate Governance Report. The Board on the recommendation of NRC framed
Nomination and Remuneration Policy for selection and appointment of Directors, senior
managerial personnel and their remuneration.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of CSR are not applicable to the Company

32. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of
Company’s shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the Code. All Board of
Directors and the designated employees have confirmed compliance with the Code. The
Compliance officer is entrusted with responsibility of overseeing, the compliances prescribed in
connection with prevention of Insider Trading.

33. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the
Company’s objectives, projections, estimates, expectations or predictions may be “forward¬
looking statements” within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied.

34. DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence 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.

35. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

36. ONE TIME SETTLEMENT WITH THE BANKS OR FINANCIAL
INSTITUTIONS:

No one-time settlement with Banks or Financial Institutions were entered during the year.

37. APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided
by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board
of India, government and other regulatory Authorities, stock exchanges, other statutory bodies,
Company’s bankers, Members and employees of the Company for the assistance, cooperation and
encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company for the excellent
support received from them during the year. Our employees are instrumental in helping the
Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued.

Your Directors also sincerely acknowledge the significant contributions made by the employees
through their dedicated services to the Company Your Directors look forward to your continuing
support.

By order of the Board

For UR Sugar Industries Limited

Sd/-

Lava Ramesh Katti

(Chairman and Managing Director)

Din: 02777164

Date: 02^nd September, 2025

Place: Belgaum