UR Sugar Industries Ltd

To

The Members

UR Sugar Industries Limited (Formerly Known as HKG LIMITED)

Your Directors take pleasure in presenting the 14^th Annual Report together with Standalone Audited Financial Statements of your Company for the year ended March 31, 2024.

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, 2024 are as under:

• Total Income recorded at Rs. 162.09 Lakhs as against revenue of Rs. 916.28 Lakhs in the previous financial year.

• PBDT recorded at Rs. 80.31 Lakhs as against last year's losses of Rs. 23.48 Lakhs

• Net profit after tax is recorded at Rs 55.73 Lakhs against previous year's net Loss of Rs. 21.95 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 2023-2024 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 20272028.

STATUTORY AUDIT REPORT

The audit conducted by Vijay Panchappa & Co, Chartered Accountants for FY 2023-24 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 had appointed G D S & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2023-24

The Copy of Secretarial Audit Report for the Financial Year 2023-24 issued in this regard has been attached as Annexure to the Board Report.

INTERNAL AUDITORS

The Company has appointed M/s. Khadabadi and Menshi, Chartered Accountants, as Internal Auditors of the Company for financial year 2023-24. The Internal Audit Report given by the auditor for the Financial Year 2023-24 does not contain any qualification remark.

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. Your 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, 2024 comprised of the following directors:

Changes in Director's & Key Managerial Personnel

Ms. Ankita Gupta resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f August 16, 2023.

Ms. Amita Singh was appointed as Company Secretary and Compliance Officer of the Company w.e.f. November, 11^th, 2023

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 reappointment 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 2023-24 was discussed by the Nomination and Remuneration Committee and the Board at their meeting held on February 09, 2024.

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 09, 2024, 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 8 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. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

Registered Office of the Company was shifted from the State of Maharashtra to the State of Karnataka during the year. Relevant disclosures in this regard have already been made and updated on our website.

21. 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.

22. 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.

23. 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 2024) no significant event has occurred.

24. 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 2024

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.

25. 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.

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

The company has complied with the provisions of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. 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.

28. 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.

29. LISTING WITH STOCK EXCHANGE:

The Company is listed in BSE and the Company has paid the Annual Listing Fee for the year 2024-25.

30. 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 14^th Annual Report which is uploaded on our website www.ursugar.co.in

31. 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.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of CSR are not applicable to the Company

33. 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.

34. CAUTIONARY STATEMENT

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

35. 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.