Dear Members,

Your directors have pleasure in presenting their Ninety First Annual Report of Bajaj Hindusthan Sugar Limited and the audited financial statements for the year ended March 31, 2023.

Financial highlights

The summarised financial results of the Company for the year ended March 31, 2023 are presented below:

` Crore

On a standalone basis, the Company achieved a turnover (including other income) of ` 6319.34 crore for the year ended March 31, 2023 as compared to ` 5,590.22 crore in the previous year. The loss after tax is

` 147.74 Crore as compared to the loss of `218.25 crore in the previous year. On a consolidated basis, the turnover including other income is ` 6,360.34 crore as compared to ` 5,607.56 crore in the previous year. The loss after tax and minorily interest is ` 134.73 crore as against loss of ` 267.54 crore in the previous year.

Dividend

In view of loss during the year under review, your Directors do not recommend any dividend for the current Financial Year. (Previous Year - Nil)

Dividend distribution policy

The Board of Directors at its meeting held on February 13, 2017 approved the Dividend Distribution Policy containing the requirements mentioned in regulations 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is annexed as "Annexure I" and forms part of this Report.

Operations

The Company continues to be the leading sugar and ethanol manufacturing Company in India with its fourteen sugar plants having an aggregate sugarcane crushing capacity of 1,36,000 TCD, six distilleries having aggregate capacity to produce Industrial Alcohol of 800 kilolitres per day and fourteen co- generation plants having a total power generation capacity of 449 MW.

Detailed analysis of operations of the Company are given in the Management discussion and analysis report under financial analysis of Operations of the Company.

Sugar

During the year ended March 31, 2023, the Company crushed 13.842 MMT of sugarcane as against 12.589 MMT in the previous year. This year, sugar recovery was 9.74 % as against 10.36% in the previous year. During the year 2022-23, the Company has diverted 10.20 MMT sugarcane for producing B-heavy molasses owing to which sugar recovery was lower. Had there been no diversion, sugar recovery for the year would have been10.81% as compared to 11.36% in previous year. During the year, the Company produced 13,48,640 MT sugar (previous year 12,85,927 MT) and 1,63,196 MT C-molasses (previous year 2,10,038 MT) and 6,33,387 MT B-heavy molasses (previous year 4,77,183 MT).

The Company sold 14,22,798 MT of sugar and 1,03,776 MT of molasses during the year as against 13,05,254 MT of sugar and 1,19,034 MT of molasses during the previous year. Approximately 1, 47,928 MT of sugar production is estimated to have been sacrificed in favour of ethanol production through B-heavy molasses. This year, the Company crushed NIL MT sugarcane (previous year 1,80,808) for cane syrup for ethanol production.

Sugarcane availability was better as compared to previous year and the Company has diverted more Sugarcane for producing B-heavy molasses, Inspite of sugar recovery being lower, sugar production increased by around 5%.

Distillery

The Industrial Alcohol / Ethanol production was 1,88,609 KL as against 1,73,261 KL in the previous year. Alcohol / Ethanol sale during the year was at 1,85,366 KL as against 1,75,480 KL during the previous year. The Company continues its endeavor to produce ethanol from B-heavy molasses route by diverting cane for the same. The Company produced 1,67,649 KL of Ethanol during the year as against 1,01,439 KL in the previous year out of B-heavy molasses.

Ethanol sales during the year produced from B-heavy molasses stood at 1,63,370 KL at an average realization of `60.244 per KL as against 1,02,311 KL at an average realisation of `58,230 per KL in the previous year. Ethanol sales from molasses produced from C-heavy route stood at 21,996 KL at an average realization of `32,600 per KL as compared to 60,536 KL at an average realisation of ` 42,320 per KL in the previous year. Realization of Ethanol from C heavy is lower because of more quantity of alcohol sold under levy quota fixed by State Government of UP. Ethanol sales from molasses produced from C-heavy route was lower in the current year as the Company chose to produce and sell Ethanol from B-heavy molasses route. Blended realisation for total industrial alcohol (including ENA) sales stood at `56,964 per KL as compared to `53,114 per KL in previous year.

During the year 2021-22, Distillery plants had been run for 261 days, while in current year 2022-23, all plants had been run for 250 days.

Power

The operations of power generation were smooth at all the fourteen plants. While most of the power generated by us continued to be used for captive consumption to run our plants, the surplus power was sold to the Uttar Pradesh state grid.

During the year, Power generation was at 716.57 Million Units (MUs) as against 643.96 MUs in the previous year. The Company exported 170.60 MUs of power as against 145.97 MUs during the previous year.

Listing of securities

The Company's equity shares are listed on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing fees to each of these Stock Exchanges have been paid by the Company.

Petition Filed before the National Company Law Tribunal (NCLT), Allahabad Bench

State Bank of India (SBI) filed a petition before the National Company Law Tribunal (NCLT), Allahabad Bench for initiating Corporate Insolvency Resolution Process (CIRP) against the Company. The Company has filed its detailed reply to the petition along with an application, challenging the maintainability of the petition, on the ground that the Company/Corporate Debtor has fully paid the coupon on Optionally

Convertible Debentures (OCDs) amount to all lenders. As on date there is no default, and no dues are payable by the Company. Therefore, the bank has no cause of action against the Company to pursue the aforementioned Petition. The matter is further listed for hearing on July 06, 2023.

The Company has fully regularized its account with all lenders since November 2022. As on date, the Company's account is regular with all lenders and the Company has been prepaying the term loan instalment of June 2023. Accordingly, some lenders have already upgraded BHSL's account status to "Standard" category and others are in the process to do so.

Subsidiary and Associate Companies

As on March 31, 2023, the Company had the following Subsidiaries and Associates, all of them are presently unlisted: Subsidiaries:

1. Bajaj Aviation Private Limited (BAPL) – (Holding 100%).

2. Bajaj Power Generation Private Limited (BPGPL) – (Holding 100%).

3. Phenil Sugar Limited (PSL) – (Holding 98.01%) (w.e.f. 24.03.2023)

4. Bajaj Hindusthan (Singapore) Private Limited (BHSPL) – (Holding 100%).

5. PT. Batu Bumi Persada, Indonesia – (step down subsidiary being 99.00% subsidiary of BH(S)PL).

6. PT. Jangkar Prima, Indonesia – (step down subsidiary being 99.88% subsidiary of BH(S)PL). Associate:

1. Bajaj Ebiz Private Limited – (Holding 49.50%).

Performance and financial positions of subsidiaries and associates

a) Bajaj Aviation Private Limited: During the year ended March 31, 2023, Bajaj Aviation Private Limited continued to provide Air Transport Services through Air Craft – Falcon LX 2000. b) Bajaj Power Generation Private Limited: Pursuant to an order passed by Uttar Pradesh Electricity Regulatory Commission, the Power Purchase Agreement (PPA) with Uttar Pradesh Power Corporation Limited to set up 1980 MW power project stood terminated. In view of the progress already made during the earlier years, BPGPL is exploring various alternatives and taking all necessary steps to establish project under the policies formulated by Ministry of Power, Government of India. c) Phenil Sugars Limited (w.e.f. 24.03.2023): Phenil Sugars Limited ("PSL") become Subsidiary of Bajaj Hindusthan Sugar Limited (‘BHSL") w.e.f. March 24th, 2023. As per Ind AS 109 and based on a report of an independent valuer, the value of fixed assets including land, plant and machinery of both the units are around ` 1,184 crores. As a result of the same, the net worth of the company became positive. d) Bajaj Hindusthan (Singapore) Private Limited: BHSPL through its two subsidiaries in Indonesia, continued to hold coal mines in Indonesia which are in the process of being developed. e) PT. Jangkar Prima (PTJP), Indonesia and PT. Batu Bumi Persada (PTBBP), Indonesia: PTJP and PTBBP are engaged in the business of Mining and Mining services including consulting, planning, implementation and testing of equipment in the field of construction of mining. These subsidiaries are in the process of development of a coal mine and received various clearances in this regard except for the forestry clearance and the clearance for the jetty site for which necessary efforts to expedite the matter with concerned authorities are being made. Operation of coal mine is expected to start in the next one year. f) Bajaj Ebiz Private Limited: Bajaj Ebiz did not carry out any business during the year.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules 2014, statement containing the salient features of the financial statements of its subsidiaries/associate companies in the manner prescribed under the Companies Act, 2013 is given as Annexure to the Consolidated Financial Statements.

Consolidated Financial Statements

In compliance with Section 129(3) of the Companies Act, 2013 and Rules made thereunder, Indian Accounting Standard (Ind AS) 110, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. Consolidated Financial Statements presented by your Company include financial information about its aforesaid subsidiaries and associates. The standalone financial statements of BHSL as well as its aforesaid subsidiaries and its associates will be available on the website of the Company (www.bajajhindusthan.com).

Retirement by rotation

Mr. Ramani Ranjan Mishra, (DIN: 09389302) Director of the Company will retire by rotation and being eligible offers himself for reappointment. The appointment of Mr. Ramani Ranjan Mishra is in compliance with the provisions of Section 164(2) of the Companies Act, 2013.

Appointment of Directors and Key Managerial Personnel

Pursuant to the approval of shareholders at the 90th Annual General Meeting held on September 2022, Mr. Ajay Kumar Sharma (DIN: 09607745) was appointed as Managing Director of the Company with effect from May 20, 2022, for a period of 5 years.

The profile of Mr. Ajay Kumar Sharma is given in the Corporate Governance Report.

Cessation of Director

Mr. Alok Kumar Vaish has resigned from the post of Managing Director and accordingly ceased as a director of the Company with effect from May 20, 2022.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Induction and training of Board members

The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.

Independent Directors' Declaration

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors' responsibility statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for that year.

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the directors had prepared the annual accounts on a going concern basis.

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and their report

M/s. Sidharth N Jain & Company, Chartered Accountants (Firm Registration No. 018311C), has been appointed as Statutory Auditors of the Company at the 90th annual general meeting held on September 26, 2022, for a period of 5 consecutive years till the conclusion of 95th Annual General Meeting.

The auditors in their report to the members, have given qualification, observation, emphasis of matter and key audit matters and the explanation/comments of your directors with respect to it are as follows:

1. Explanation to 3rd para of the Audit report regarding qualified opinion

As per the Master Framework Agreement (MFA) executed between the Company and Lenders on December 16, 2017 pursuant to the S4A Scheme, the Company is regularly servicing the coupon rate attached to the Optionally Convertible Debentures (OCD).The difference between weighted average interest and coupon rate being Yield to Maturity (YTM) though, accruing on annual basis from the date of allotment is payable as redemption premium in a phased manner in 13 equal instalments commencing from the financial year 2024-25. The management is of the view that such YTM as redemption premium is payable only in the event of redemption of OCDs and not upon the conversion of the OCDs into the equity shares of the Company, based on the right of conversion as may be exercised by the holders from time to time. Accordingly, the Management considers such YTM as a contingent liability and has not provided the premium in the books of the Company.

2. Explanation to para 5 of the Audit report regarding Material Uncertainty related to Going Concern

The Company during the current year and in last few years have positive EBITDA (Earnings before interest, taxes depreciation and amortisation) however have incurred losses at PAT (Profit after Tax) level. The losses were mainly attributable to high raw material (i.e., sugarcane prices) and other inputs costs, relatively lower realization of sugar, higher depreciation, and finance expenses. While cane prices are fixed by the State Government, sugar prices are totally market driven and are dependent on demand supply dynamics which at times lead to a complete mismatch between the cane price and sugar prices. To mitigate the said sugar price risk, Government had fixed Minimum Selling Price (MSP) of Sugar at ` 31 per kg below which no sugar mills can sell sugar in market. Industry, Indian Sugar Mills Association (ISMA), National Federation of Co-operative Sugar Factories (NFCSF) are advocating for an increase in MSP to the level of ` 38-40 per kg which the government will have to implement at the earliest. Also, the Government has implemented monthly release mechanism to regulate sugar supplies in the market so that prices remain firm.

Further, a sizeable portion of cane/sugar is diverted towards manufacturing of ethanol. There is a big push from the Government side to increase the ethanol production which will boost up the sugar Industry scenario and will have a positive impact both on sugar realisation and ethanol production, increased ethanol prices etc. Presently, the Government has put a great thrust on promoting ethanol production and has planned to increase the ethanol blending in petrol up to 20% by 2025. Ethanol will turn around the economic dynamics of the sugar industry positively.

The Company's investment in equity shares of group's power business have good potential of an upside as per its fair value resulting into improvement in the net worth of the Company.

BHSL is the largest integrated Sugar and Ethanol manufacturing company in India with 14 sugar factories (1.36,000 TCD) , 6 Distilleries (800 KLD) and cogeneration (449 MW) facilities and crushes around 14% of the total sugar cane grown in the State of Uttar Pradesh. The Company has huge potential for improvement and growth due to its scale, size and vintage.

The Company is continuously striving to improve its operational efficiency and operating parameters by way of improvement in sugar recovery, increase in production of alcohol/ ethanol by using B heavy molasses, increase in revenue of by-products by improved realisations, saving in bagasse, increase in cogen export etc, reduction of overheads, finance, other costs and monetization of certain non-core assets etc.

The Company is leaving no stone unturned including regular interaction with farmers, putting effort on cane development activities, awareness for better farm practices, cane variety propagations, etc to increase its cane availability of good quality.

The debt restructuring as per RBI's S4A Scheme has somewhat improved the Company's liquidity position. However, keeping in view the status of outstanding cane dues and funds for servicing debt obligations, the Company is further discussing with the lenders a debt resolution plan to have a lasting solution to improve its liquidity. The resolution plan envisages reduction of its overall debt, realignment of its capital structure, payment of cane dues of farmers, increasing cane availability and supply etc. The Company is also exploring/ evaluating various options for corporate restructuring to streamline the business and enhance the Company's value.

The Government has also taken various measures to improve the financial health of the sugar industry in recent past, by allocating sugar export quota, fixing MSP for sugar, boost to ethanol production by facilitating new capacities in country by giving soft loans, subsidies, increased blending, guaranteed lifting etc so that the excess sugar production can be diverted towards ethanol.

The Company has plans to improve its quality of sugar also by improving upon color (ICUMSA) of sugar, increasing refined sugar capacity, entering branded sugar segment, increasing sale to Institutional buyers which will give better brand equity to sugar with improved realization i.e., pushing from commodity to brand.

All these measures are expected to turn around the operations of the sugar industry on a sustainable basis. The Company also expects to receive accrued benefits of ` 1,758 Cr including interest as on March 31, 2023, under the Sugar Industries Promotion Policy 2004 for which it is entitled as per court orders but presently, the matter is sub-judice.

In view of the above, the management expects to generate positive cash flow from operation. Accordingly, the financial statements are presented on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the ordinary course of business.

Accordingly, the Management is of the view that going concern of the accounting is appropriate.

3. Comments to para 10 of the Audit report regarding Emphasis of Matter

Management is of the view that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investments, loans, receivables. Further investments made, loans given and receivable due from other company is also considered good and recoverable / realisable based on the future business plan of this company, and on-going efforts towards obligation casted on the Company and its promoters to recover the outstanding loans in phased manner.

4. Comments on Key audit matters of the Audit report regarding Impairment assessment for Investments, loans and interest on loan-related party companies

Please refer the comments on Sr. 3 above regarding recovery of outstanding loans and sale of investment and accordingly no impairment have been identified by the management based on above assessment.

Statement on Impact of Audit Qualifications for Audit Report with Modified Opinion

Pursuant to Regulation 34(2)(a), statements on Impact of Audit Qualifications as stipulated in Regulation 33(3)(d) for Modified Opinions on standalone and consolidated financial statements are attached as Annexure "IX" and "X" and forms part of this report.

Cost auditors and their report

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s. B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No. 000011) as the Cost Auditors of the Company for financial year 2022-23 and has recommended their remuneration to the shareholders for ratification at the ensuing Annual General Meeting. The Cost Audit Reports for the financial year ended March 31, 2022, for the products Sugar, Industrial Alcohol and Electricity was filed with the Ministry of Corporate Affairs on October 10, 2022.

Secretarial auditors and their report

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, M/s. Anant B Khamankar & Co., Company Secretaries were appointed as Secretarial Auditor of the Company. The Secretarial Audit Report and Annual Secretarial Compliance Report are annexed as "Annexure II and Annexure III" and forms part of this report. The report does not contain any qualification, reservation or adverse remark or disclaimer.

Public deposits

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Deposits unclaimed at the end of the year was Nil.

Particulars of loans, guarantees or investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in "Annexure IV" and forms part of this report.

Audit Committee

The Company constituted Audit Committee as required under Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition of Audit Committee is given in Corporate Governance Report. There is no such instance during the year under review where the Board had not accepted any recommendation of Audit of the Audit Committee.

Related party transactions

The details of transactions entered into with the Related Parties are enclosed in Form no. AOC 2 is annexed herewith as "Annexure V" and forms part of this report.

Internal financial control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Extract of Annual Return

Copy of the Annual Return as per Section 92(3) of the Companies Act, 2013 is placed on the website of the company at www.bajajhindusthan.com

Corporate Social Responsibility

As required under Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee. As per recommendation of the CSR Committee, the Board at its meeting held on September 25, 2014 approved the CSR Policy of the Company. Report on CSR Activities/ Initiatives is enclosed as "Annexure VI" and forms part of this report.

Policy for determining material subsidiary

During the year ended March 31, 2023, the Company does not have any material listed/unlisted subsidiary companies as defined in Regulation 16 (c) of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has framed a policy for determining "material subsidiary" and the same is available on the Company's website at www. bajajhindusthan.com/investorcorner-policies.php

Policy on remuneration and other aspects of directors and KMP

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The detailed remuneration policy is placed on the Company's website at www.bajajhindusthan.com/investorcorner-policies. php

Vigil Mechanism / Whistleblower Policy

The Company has formulated a Vigil Mechanism/Whistleblower Policy in accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Vigil Mechanism/ Whistleblower Policy are provided in the Corporate Governance Report and also posted on the website of the Company at www.bajajhindusthan.com/ investorcorner-policies.php

Risk Management

The Company has a Risk Management Policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The detailed remuneration policy is placed on the Company's website at www.bajajhindusthan.com/investorcorner-policies.php The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks.

Related Party Transaction Policy

Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website at www.bajajhindusthan.com/investorcorner-policies.php

Corporate Social Responsibility (CSR) policy

Contents of Corporate Social Responsibility Policy in the Board's report are given in the Report on CSR Activities in "Annexure VI" and on the Company's website at www.bajajhindusthan.com/investorcorner- policies.php

Anti-Sexual Harassment Policy

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees, including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed of during the current financial year.

Number of Complaints received: Nil Number of Complaints disposed of: Nil

Compliance with Secretarial Standards

The Company has complied with the secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Significant and material orders passed by the regulators or courts or tribunals

I. Impacting going concern status:

There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Company.

II. Impacting Company's operation:

a. Pursuant to Orders of National Green Tribunal (NGT), Central Pollution Control Board (CPCB) and Uttar Pradesh Pollution Control Board (UPPCB), only operation of Palia distillery of the Company was affected for part of the financial year 2022-2023 As per the direction, the Company has installed Zero Liquid Discharge system (ZLD) and subsequently pursuant to issuance of Consolidated Consent & Authorisation (CCA) by UPPCB, valid from 15.07.2022 to 14.10.2022, the manufacturing operation of Palia distillery started from 18.07.2022.

b. The Hon'ble High Court of Allahabad (Lucknow Bench) Vide judgement dated 23.12.2021, has disposed of the bunch of 230 writ petition regarding payment of sugarcane price dues for the season 2020-21 with the directions that BHSL has to clear dues of all the farmers/petitioners by 31.03.2022 along with interest for delayed payment @15% per annum. The aforesaid interest payment shall be subject to any waiver by the Cane Commissioner. In case of failure, the Cane Commissioner shall proceed to issue recovery certificate to the Collector for recovery of such due by exercising all means permissible in law including coercive action against the Company. In Compliance of the aforesaid Judgment of Allahabad High court the Company has paid the Sugarcane price for 2020-21 before 31.03.2022 without interest. Special Leave Petition before Hon'ble Supreme Court has been filed challenging the rate of interest on delayed payment and thereafter Company has approached Hon'ble High Court in review jurisdiction for re-consideration of the judgement vis-a-vis levy of interest and the same is pending before the High Court. We have also filed interest waiver applications before the Cane Commissioner as per the liberty granted by the High Court, which is also pending for final adjudication.

III. Others material Orders: a. The State Excise Commissioner without considering the reply of Company as well as the facts of the matter, vide his order dated 28.06.2022 has affirmed the imposition of penalty of `136,11,70,944/-, which had allegedly been suffered by the State, due to loss/wastage of 1492512 alcoholic liter of RS/ENA in a fire incidence, within Kinauni distillery premises, which had been occurred, allegedly only due to negligence of the distillery's employees as well as that no proper arrangement for firefighting was done by the distillery.

Aggrieved by the order of State Excise Commissioner, a Writ Tax No.1039 of 2022 : Bajaj Hindusthan Sugar Ltd. V/s. State of U.P & Others has been filed by the Company before Hon'ble the Allahabad High Court at Allahabad, in which the Hon'ble High Court vide interim order dated 27.03.2023 has pleased to stay the recovery of the amount. b. The District Magistrate & Tax assessment Officer, District Shamli vide notice dated 30.06.2022 had directed the Thanbhawan Sugar Unit to deposit the alleged remaining purchase tax on sugarcane purchased during the crushing season 2016-17 up to 30.06.2017.

Aggrieved by the same the Company has preferred a Writ Tax No. 115 of 2022 : Bajaj Hindusthan Sugar Ltd. V/s. State of U.P & Others before the Hon'ble High Court of Allahabad (Lucknow Bench) on the ground that, after implementation of the UPGST Act, 2017 w.e.f 01.07.2017, the State Govt. has no authority to demand the purchase tax, since appropriate GST/SGST has already been paid by us on that quantity of sugar, manufactured from the sugarcane purchased during season 2016-17 up to 30.06.2017 but removed / sold / supplied on or after 01.07.2017. However no interim relief has granted by the Hon'ble High Court.

Subsequent to the filing of writ petition, the District Magistrate & Tax Assessment Officer, Shamli vide Order dated 27.12.2022 has imposed the penalty of equal amount and has directed us to deposit a total sum of `89,24,373.12 on account of alleged remaining purchase tax and penalty thereupon. c. In this matter the similar question of law, as in the above matter, involved that whether after the implementation of the UPGST Act, 2017 w.e.f 01.07.2017, the State Govt. has no authority to demand the purchase tax, since appropriate GST/SGST has already been paid by Bilai Sugar unit on that quantity of sugar, manufactured from the sugarcane purchased during season 2016-17 up to 30.06.2017 but removed / sold / supplied on or after 01.07.2017.

Writ Petition No. 37289/2018: Bajaj Hindusthan Sugar Ltd. V/s. Union of India & Others filed by us against the notice dated 24.09.2018 issued by the District Magistrate & Tax Assessment Officer, District Bijnore to our Bilai Sugar Unit, for payment of alleged balance Purchase Tax. d. In this matter a similar question of law, as in the above matter, is involved. The District Magistrate & Tax Assessment Officer, District Saharanpur vide notice dated 24.12.2022 has directed the Gangnauli Sugar Unit to deposit the alleged remaining purchase tax on sugarcane purchased during the crushing season 2016-17 latest by 31.12.2022. Aggrieved by the same the Company has preferred a Writ Tax No. 06 of 2023 : Bajaj Hindusthan Sugar Ltd. V/s. State of U.P & Others before the Hon'ble High Court of Allahabad (Lucknow Bench). e. The District Magistrate & Tax Assessment Officer, District Muzaffarnagar vide order dated 26.12.2022 has directed the Bhaisana Sugar Unit to deposit the alleged remaining purchase tax with equal penalty, on sugarcane purchased during the crushing season 2016-17 latest by 31.12.2022. f. The District Magistrate & Tax Assessment Officer, District Pilibhit vide order dated 28.12.2022 has directed the Barkhera Sugar Unit to deposit the alleged remaining purchase tax with 5% penalty, on sugarcane purchased during the crushing season 2016-17 latest by 31.12.2022. g. The District Magistrate & Tax Assessment Officer, District Meerut vide order dated 15.03.2023 has directed the Kinauni Sugar Unit to deposit the alleged remaining purchase tax with 10% penalty, on sugarcane purchased during the crushing season 2016-17 latest by 31.12.2022.

Members' attention is also drawn to the statements on contingent liabilities and commitments in the notes forming part of the financial statements.

Particulars of employees and related disclosures

As required under the provision of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are set out in "Annexure VII" and forms part of this report.

Transfer of unclaimed dividend and unclaimed shares to investor education and protection fund

The details of Unclaimed Dividend and Unclaimed Shares forms part of the Corporate Governance Report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The relevant particulars regarding the above are given in "Annexure VIII" and forms part of this report.

Corporate governance

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations. A separate section on corporate governance practices followed by the Company, together with a certificate from the Auditors confirming compliance is annexed and forms part of this Report.

Management Discussion and Analysis and Business Responsibility Report

As per Regulation 34 of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report and Business Responsibility Report are prescribed in separate Sections forming part of this Annual Report.

Acknowledgements

Industrial relations have been cordial at all the plants of the Company. The Directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, customers and suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company's employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Sd/-

Kushagra Bajaj

Chairman

(DIN: 00017575)

Mumbai, May 29, 2023