Your directors take pleasure in presenting this Thirty First Annual Report together with the Audited Annual Financial
Statements for the year ended 31^st March, 2026.

FINANCIAL RESULTS

The financial results of the Company for the year ended on 31^st March, 2026 are as under:-

DIVIDEND

Your directors recommended a dividend at the rate of
25% i.e., ' 2.50/- per Equity Share of ' 10/- each, for
the year ended 31 ^st March 2026, 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 11^th September 2026.

PERFORMANCE OF THE COMPANY
REVENUE FROM OPERATION during the year under
review, your Company's Revenue from Operations was
' 2,11,025.82 Lakhs as compared to ' 1,79,340.97 Lakhs
in the previous financial year.

EBITDA during FY 2025-26 is ' 22,757.76 lakhs as
compared to ' 22,231.53 lakhs during the previous FY,
EBITDA is higher as compared to previous FY is mainly on
account of better sales realization of sugar and improve

in the distillery production and sugar recovery besides
increase in SAP of Cane by ' 30/-Qtls and lower crush
due to damage in crop on account of excessive rains &
floods.

Earning before tax is at ' 13,278.64 lakhs as against
' 12,383.43 lakhs in previous financial year.

Earnings after tax is at ' 10,002.61 lakhs, as compared to
the earnings after tax of previous FY of ' 9,041.16 lakhs.

REVIEW OF OPERATIONS
Sugar Division

Operational data of the Company for the financial year
2025-26 and 2024-25 are as under:-

• 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:-

*Recovery Equivalent to C Hy Molasses 11.35% in SS

2025-26 & 11.28% in SS 2024-25

Major Highlights of FY 2025-26 and of SS 2025-26

> During the FY 2025-26, company sold 36.80 Lakhs
Qtls sugar as compared to the 32.85 Lakhs Qtls in the
previous financial year.

> During the FY 2025-26, company sold 847.02
Lakhs bulk litres industrial alcohol (Ethanol/ENA)
as compared to the 675.38 Lakhs bulk litres in the
previous financial year.

> Revenue from operation in FY 2025-26 increased
by around 17.67% from ' 1,79,340.97 lakhs to
' 2,11,025.82 lakhs. The increase in revenue is mainly
due to increase in quantity of sugar & ethanol and
better sugar realization.

> During the FY 2025-26, the EBITDA margin on total
income has decreased from 12% to 11% on total
income mainly on account of increase in SAP of
Sugarcane. However, EBITDA is higher at ' 228 crores
as against ' 222 crore in previous year.

> Sugarcane crushing in SS 2025-26 decreased by
around 25% from 401.68 lakhs Qtls to 301.51 lakhs
Qtls. The decreased in crush is mainly due to yield
effected due to heavy rain / flood and unfavorable
weather conditions.

> Net Recovery of Sugar during the season was 9.42%
in SS 2025-26 as against 8.94% in SS 2024-25 with
B Hy molasses/syrup. Recovery equivalent to C Hy
molasses slightly higher at 11.35% in SS 2025-26 as
against 11.28% in SS 2024-25.

> During the sugar season 2025-26 5.82 Lakhs (1.93%)
qtls of sugar diverted to ethanol as compare to 9.42
lakhs (2.34%) qtls during SS 2024-25 in the form of B
Hy & syrup.

> During the current season our 03 units of UP operated
through B Hy mollases besides Barkatpur also
operated on syrup with B Hy mollases & Libberheri
operated on B Hy & C Hy mollases.

> Alcohol production of 877 lakhs BL in FY 2025-26 as
against 666 lakhs BL in FY 2024-25, an increase of 32%
over previous year.

The Company registered a gross turnover of Sugar of
' 1,52,595.33 Lakhs for the year ended 31^st March, 2026
as against ' 1,31,093.95 Lakhs for the year ended 31^st
March, 2025- an increase of gross turnover by 16%
because of increase in sales quantity by 12% and the net
sales realization of Sugar was better at ' 4143 per qtl
during Current year as against ' 3984 per qtl in previous
year.

During the current season, the Company commenced its
crushing in all 04 Units in 1^st week of November 2025. The
sugar recovery was slightly on higher side as compared to
previous season.

The Company's aggregate sugar cane crushing was
301.51 Lakhs qtls during the season 2025-26 as against
401.68 Lakhs qtls during the season 2024-25. The
decrease in cane crush is due to yield effected due to
heavy rain / flood and unfavorable weather conditions.

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 increase in cane price of SS 2025-26 by
' 30/- Per qtl in both states i.e. Uttar Pradesh &
Uttarakhand SAP for SS 2025- 26 were as under: -

A) Uttar Pradesh

Early 400/- Per Qtl

General 390/- Per Qtl

B) Uttarakhand

Early Variety 405/- Per Qtl

General Variety 395/- Per Qtl

• Society Commission remain same as it was in
previous season at ' 5.50/- qtl for Sugar Season
2025-26 in both the states.

• For the sugar season of 2026-27, FRP increased
at ' 365/quintal for a basic recovery of 10.25%.
Providing premium of ' 3.56/- qtl. For each 0.10%
increase in recovery over and above 10.25% &
reduction in FRP by ' 3.56/- qtl. For each 0.10%
decrease in recovery.

• Govt. has restricted export of sugar with effect
from 13^th May till 30.09.2026.

Co-generation Division

During the period under review, your company produced
2,175 Lakhs KWH of power as compared to 2,267 KWH

of power in the year 2024-2025. Out of total production,
your company exported 1,006 Lakhs KWH to UPPCL/
UPCL for a total amount of ' 5,717 Lakhs against 1,046
Lakhs KWH for an amount of ' 4,636 Lakhs in the previous
year. Power Production/Export decreased mainly due to
lower cane crush.

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/Syrup, capacity will
further be higher by 25%.

During the year under review 876.89 Lakhs bulk litres (BL)
of industrial alcohol produced as compared to 665.57
Lakhs bulk litres in the year 2024-25 and your company
sold 847.02 Lakhs bulk litres industrial alcohol (including
of Ethanol) as compared to the 675.38 Lakhs bulk litres in
the previous financial year.

CO2 gas sold of 55.54 Lakhs kg amounting to ' 140 Lakhs
during the Year as compared to sales of 49.01 Lakhs kg
amounting to ' 135 Lakhs in the previous year ending 31^st
March 2025.

During the year under review 71.99 lakhs KG of Potash
amounting ' 79 lakhs sold as against 66.22 lakhs KG
amounting ' 100 lakhs in previous financial year.

The Indian Sugar industry review

The Indian Sugar Season 2025-26 was characterized by
few landmark statistics such as¬

a) As of 31^st May 2026, around 276.00 Lakh Qtls sugar
produced which is higher by 7% as compare to
previous SS 2024-25. The state wise details are as
follows:

b) Major increase in sugar production, were observed
in state of Maharashtra by 23% and Karnataka by
19%.

c) Despite a minor 4% contraction, UP remains a
massive pillar of the industry, standing comfortably
as the second-largest producer.

d) Maharashtra has overtaken Uttar Pradesh to
become the single largest producer in the country
for this period. Its massive 23% jump is the primary
engine behind the nationwide growth.

e) Karnataka holds a strong third place, showing a
significant 19%.

f) As of April 30, 2026, around 514 Crore Litre of
ethanol has been supplied to the OMCs. Out of
which, the sugar sector has contributed around 182
crore liters of ethanol and around 332 crore liters
has been contributed by the Grain sector.

g) Overall, the percentage-wise contribution of the
Sugar Sector and Grain Sector stands at around 35%
& 65%, respectively. The blending percentage of
19.99% was achieved on the corresponding date by
blending of around 543 crore ltrs. Sugar diversion
towards ethanol has been estimated around 23 lakh
tonnes till April 30, 2026.

h) In line with Excise Duty exemption on E20,
to encourage the Ethanol blending Program
exemption extended to E22, E25, E27 & E30.

i) Notifying the E22, E25, E27 & E30 by BIS, the
demand will further be improved.

j) Government of India has prohibited sugar exports
with immediate effect from 13^th May, 2026 in view
of lower sugar stock.

k) State Advised Price (SAP) of UP & UK states
of sugarcane for the sugar season 2025-26 has
increased by ' 30/-Qtls. The new SAP of UP & UK is
' 400 & ' 405.00 per quintal respectively for early
variety of sugarcane. In case of general variety, it is
lesser by ' 10/-qtl.

l) Fair and Remunerative Price (FRP) of sugarcane

for sugar season 2025-26 (October - September)
at '355/qtl for a basic recovery rate of 10.25%,
providing a premium of '3.46/qtl for each 0.1%
increase in recovery over and above 10.25%,

& reduction in FRP by '3.46/qtl for every 0.1%
decrease in recovery.

m) Fair and Remunerative Price (FRP) of sugarcane

for Sugar Season 2026-27 (October - September)
at '365/qtl for a basic recovery rate of 10.25%,
providing a premium of '3.56/qtl for each 0.1%
increase in recovery over and above 10.25%,

& reduction in FRP by '3.56/qtl for each 0.1%
decrease in recovery.

n) Closing stock estimated around 4.25 million MT at
the end of sugar season 2025-26.

o) 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

India's ethanol industry has transformed from a relatively
small sugar-industry by-product business into a strategic
energy sector driven by the government's Ethanol
Blended Petrol (EBP) Programme. The country has
achieved approximately 20% ethanol blending in petrol
ahead of its original target, making India one of the
world's fastest-growing biofuel markets.

The sector has benefited from strong policy support, rising
production capacity, and increasing participation from
both sugar-based and grain-based ethanol producers.
However, the industry is now entering a more complex
phase marked by overcapacity concerns, feedstock
diversification, pricing challenges, and uncertainty
regarding post-E20 growth.

India has begun rolling out auto fuel blended with
85% ethanol (E85) to encourage wider adoption of
environment-friendly fuel in the country as well as reduce
dependence on imported crude oil.

E85 contains 80% to 85% ethanol and 14% to 19% petrol
and is specifically designed for use in flexible-fuel vehicles
capable of operating on ethanol blends ranging from E20
to E100, the Ministry of Petroleum and Natural Gas said
in a statement on 5 June.

E85 will initially only be available at 48 fuel pumps run by
state-owned oil marketing companies, but will soon be
expanded to cover the entire country,

In the first phase, E85 will be available at outlets across
the national capital region including New Delhi, and
Mumbai, Pune and Nagpur in the western Maharashtra
state, a petroleum ministry official said.

The initiative "would be scaled up to 500 fuel stations
by December 2026 and about 5,000 fuel outlets by
December 2027", the petroleum and natural gas ministry
stated.

India's automobile industry is on board for the launch
of E85 and passenger vehicle producers such as Maruti
Suzuki and Hero MotoCorp have already rolled out flex-
fuel compatible vehicles, petroleum minister Hardeep
Singh Puri said in the statement.

Flex-fuel vehicles are equipped with an internal
combustion engine that can run on petrol, ethanol or
methanol, or any blend of the two in the same fuel tank.
For regular vehicles, India currently mandates a 20%
blend of ethanol (E20) in petrol.

With the expected increased adoption of flex-fuel
vehicles, the Indian government hopes to raise India's
overall blend to 27% (E27) by 2030.

Speaking at the Sugar, Ethanol & Bio-Energy India
Conference in Nagpur, Gadkari said that he had signed
the file finalising the regulatory framework for vehicles
capable of operating on fuel containing nearly 100
percent ethanol.

The decision clears an important legal and technical hurdle
for automobile manufacturers planning to introduce flex-
fuel and dedicated high-ethanol vehicles in India. It also
signals that the government's ethanol strategy is moving
beyond the nationwide E20 programme towards vehicles
capable of operating on substantially higher ethanol
concentrations.

However, regulatory approval alone will not result in
the immediate nationwide availability of E100. Vehicle
launches; fuel pricing, ethanol distribution, retail
infrastructure and consumer acceptance will determine
how quickly the technology moves from demonstration
vehicles to mainstream adoption.

Apart from above, Notifying of E22, E25. E27 & E30 by
BIS will further boost the Ethanol Blending Programme.
Now India is moving to Bio Energy hub.

UPDATE ON THE UTTAM DISTILLERIES LIMITED
(SUBSIDIARY COMPANY)

REVENUE FROM OPERATION, during the year under
review, your Company's Revenue from Operations was
' 10362.20 Lakhs as compared to ' 9395.01 Lakhs in the
previous financial year.

EBITDA, during FY 2025-26 is '1296.16 lakhs as compared
to ' 102.81 lakhs during the previous FY.

Earning before tax is at ' 550.00 lakhs as against
' (853.75) lakhs in previous year.

Earnings after tax is at ' 485.95 lakhs, as compared to
the earnings after tax of previous FY of ' (652.08) Lakhs.
Uttam Sugar Mills Limited is holding 83.73% stake in UDL
(Subsidiary Company). UDL is a closely held Company
and it has 40 KLPD Ethanol/ ENA distillery (installed 48
KLPD) expandable upto 160 KLPD Ethanol / ENA plant
based on all types Grains at Bahadarabad, Dist. Haridwar
(Uttarakhand). UDL is also taking necessary steps, to
expand its distillery capacity from 40 KLPD to 160 KLPD
to capitalize on the government's ethanol blending
focus and increased production of ENA in the state of
Uttarakhand.

Being the Holding Company of UDL, the Company has
prepared Consolidated Financial Statements for the
year ended 31.03.2026 along with Standalone Financial
Statements and the same is annexed with this 31^st Annual
Report.

A separate statement containing the salient features
of financial statements of subsidiary of the Company in
the prescribed Form AOC-1 is annexed and marked as
"Annexure-I" and forming part of this Annual Report,
in compliance with Section 129(3) and other applicable
provisions, if any, of the Companies Act, 2013 ("the Act")
read with the Rules issued thereunder.

SHARE CAPITAL

The paid-up equity share capital of the Company as at
31^st March, 2026 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 60,000,
6.50% Non-Cumulative Redeemable Preference shares
and 8,25,000 10.00% Non-Cumulative Redeemable
Preference shares as per the terms of the issue.

The Company further redeemed 43,600 6.50% Non¬
Cumulative Redeemable Preference Shares and 9,000
10.00% Non-Cumulative Redeemable Preference Shares
on 10^th July 2026, in accordance with the terms of their
issue. Consequently, all the outstanding Preference
Shares have been fully redeemed, and the Company has
no outstanding liability in respect of Preference Share
capital.

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, 2026.

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.
Shankar Lal Sharma (DIN: 09018381), Executive Director
of the Company is liable to retire by rotation and being
eligible, offers himself for appointment. The Board
recommends the appointment of Mr. Shankar Lal Sharma
as Director in the ensuing AGM of the Company.
Changes in the Board/KMP (Appointment and
Resignation)

During the year under review, Mr. G. S. Matta, Non¬
Executive Non-Independent Director and Mr. Jasbir
Singh Non-Executive Independent Director were re¬
appointed by the shareholders of the Company, at the
30^th Annual General Meeting, for a further term of five
years commencing from 30^th September, 2025 to 29^th
September, 2030 as per the provisions of the Companies
Act, 2013.

Further, Mr. Ravi Kumar (DIN: 02362615) was appointed
as Non-Executive Independent Director for a period of
five years commencing from from 10^th August, 2022 to
09th August, 2027. Since, the tenure of Mr. Ravi Kumar
will be going to expire on 09^th August, 2027, he may
be re-appointed for second tenure of 5 (Five) years as
an Independent Director. Accordingly, Mr. Ravi Kumar,
Non-Executive Independent Director being eligible
is proposed to be re-appointed as Non-Executive
Independent Director of the Company for the second
tenure of 5 (Five) years commencing from 10^th August
2027 to 09^th August 2032 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 all the necessary disclosures
as required under the various provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 including affirmation of
compliance with Code of Conduct of the Company.

All Independent Directors of the Company have given
declarations under Section 149(7) of the Act, that they
meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1 )(b) of the
SEBI Listing Regulations. In terms of Regulation 25(8) of the
Listing Regulations, the Independent Directors have also
confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated,

that could impair or impact their ability to discharge
their duties with an objective independent judgement
and without any external influence. All the Independent
Directors are registered in the Independent Director's
data bank maintained by Indian Institute of Corporate
Affairs (IICA).

Brief profile of Mr. Shankar Lal Sharma, Whole Time
Director and Mr. Raj Kumar Adlakha, Managing Director
and Mr. Ravi Kumar, Non- Executive Independent Director
proposed to be re-appointed and their Qualifications,
Experience, expertise etc. alongwith the name of Listed
Companies in which they hold the Directorship and
Listed Companies in which they hold Chairmanship/
membership of the Committees of the Board, as
stipulated under Regulations 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standard on General Meetings are
given as Annexure to the Notice convening the Annual
General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. in the preparation of the Annual Accounts for
the year ended 31^st March, 2026, 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,
2026 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 im¬
movable 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' and 'Emphasis of Matter' to the Report, it was
noted that during the year the company has not
accounted for interest on unsecured loan received
from the State Government of Uttarakhand amount
to ' 26.26 Lakh for the quarter and year ended 31^st
March, 2026 and ' 52.52 Lakh upto to 31^st March,
2026 (? 26.26 Lakh for previous quarter and up to
year ended 31^st March, 2025). He further added
that the Management has clarified to us that the
said loan was in the nature of one-time assistance
by State Government and no further demand has
been made since January, 2008 and the application
in respect of waiver of outstanding loan and interest
thereon has also been filed with the appropriate
authority and it has also been decided by the
management to not to provide further interest
till the final outcome. It is also confirmed by the
Statutory Auditors that this Report has been issued
with unmodified opinion.

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 2026-27.

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 Act and
Regulation 24A of Listing Regulations, shareholders of the
company in their 30^th AGM approved the 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.

M/s N. K. Rastogi & Associates, Practicing Company
Secretary has conducted the Secretarial Audit of the
Company for the Financial Year 2025-26. The Secretarial
Audit Report for the financial year ended 31 ^st March, 2026
is attached and marked as "Annexure-II" and forms part
of the Director's Report. The Secretarial Auditor Report
does not contain any qualification, reservation or adverse
remark.

MEETINGS

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

AUDIT COMMITTEE

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

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section
92(3) of the Companies Act, 2013 read with Rules made
thereunder, the draft Annual Return of the Company for
the Financial Year ended 31 ^st March, 2026 is uploaded
on the website of the Company and can be accessed at
https://www.uttamsugar.in/policy.php?id=99.

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/product image/
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/product image/
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 1 86 of the Companies
Act, 2013.

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

The Company has a process for approval of related party
transactions (RPTs) and dealing with the related parties.
During the year under review, all contracts/arrangements/
transactions negotiated and entered with related parties
were duly approved by the Audit Committee of the
Company and the same were at arm's-length and 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/product image/
75a4453036148e2695b605fa1 82bc676Policy%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-III". 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-IV".

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/product image/0424a8ef8cc61 264d76262
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-V" 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, 2026 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-VI".

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,
201 5, forms an integral part of this Report and marked as

"Annexure-VII", 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,
201 5, is presented in a separate section and forms part of
this Report and marked as "Annexure-VIII".

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.

POLICY ON PREVENTION OF SEXUAL HARASSMENT
AT WORKPLACE

As per the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("the Prevention of Sexual
Harassment Act"), the Company has formulated a
Policy for prevention, prohibition and redressal of
sexual harassment at workplace ("POSH Policy")
and set up Internal Complaints Committees, as and
where required, to redress complaints relating to

sexual harassment at workplace. The POSH Policy
is available on the Company's website at https://
www.uttamsugar.in/adminpanel/product image/
a6b65ce8ec3b6c6dc8251 2542a4313d4POSH Policy.
pdf The Company is committed to providing a safe and
conducive work environment to all of its employees and
associates.

During the financial year under review, there were no cases
reported pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act
2013. The details as per Rule 8 (5)(x) of The Companies
(Accounts) Rules 2014, are given below:

COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961

The Company has complied with the applicable provisions
of the Maternity Benefit Act, 1961.

REGISTRAR AND SHARE TRANSFER AGENT

MUFG Intime India Private Limited (formerly Link Intime
India Private Limited) is the Registrar and Share Transfer
Agent of the Company.

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.

For and on behalf of the Board
For UTTAM SUGAR MILLS LIMITED

(RAJ KUMAR ADLAKHA) (SHANKAR LAL SHARMA)

Place : New Delhi MANAGING DIRECTOR EXECUTIVE DIRECTOR

Date : 10^th August, 2026 (DIN : 00133256) (DIN : 09018381)