To

The Members

UR Sugar Industries Limited (Formerly Known as HKG LIMITED)

Your Directors take pleasure in presenting the 13^th Annual Report together with (Standalone and Consolidated) Audited Financial Statements of your Company for the year ended March 31, 2023.

(Rs. In Lakhs)

Notes:

The above financial results have been prepared in accordance with Indian Accounting Standards ("IND-AS") as specified under Section 133 of Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Previous year figures have been re-grouped/ re-classifieds.

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, 2023 are as under:

• Net Revenue from operations recorded at Rs. 902.51 Lakhs as against revenue of Rs. 678.57 Lakhs in the previous financial year.

• PBDT recorded at (Rs. 23.48) Lakhs as against last year's figure of Rs. 139.57 Lakhs.

• Net Loss after tax is recorded at Rs. (21.95) Lakhs against corresponding previous year's net profit of Rs. 147.39 Lakhs.

Due to the sad passing of our respected Director, Lt. Shri Umesh Katti, in September 2022, our company's operations have faced a slowdown. Alongside this, the relocation of our registered office from Maharashtra to Karnataka has led to a delay in administrative processes.

Unfortunately, these factors have together resulted in a negative standalone net profit for the fiscal year 2022-2023. 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.

In July 2022, our company took a significant step by participating in an auction to acquire the well- known sugar factory named Shri Shivsagar Sugar and Agro Products Limited.

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.

Therefore, the Company have decided to amend the objectives in our Memorandum of Association and venture into the emerging Sugar industry. This decision was made through a postal Ballot Notice dated October 19, 2022.

As of January 5, 2023, the company has undergone a name transition from HKG Ltd to UR Sugar Industries. Concurrently, there are on-going deliberations aimed at initiating trading activities encompassing goods and by-products sourced from sugar materials As part of our strategic efforts,

we have acquired land for setting up of greenfield sugar plant with distillery in the Belgaum District of Karnataka. This acquisition was recently completed under the banner of UR Sugar Industries Limited.

3. LISTING ON BOMBAY STOCK EXCHANGE

We're excited to share that our company's equity shares are now officially listed on the Main Board of BSE, starting from 26/04/2022. Before this, our company was listed on the SME platform of BSE. This step opens up more investment possibilities, giving our stakeholders better access and opportunities.

In the last financial year, the Company also applied for reclassification under Regulation 31A (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. This was done in response to the Open Offer made by Mr. Lava Ramesh Katti under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The aim was to reclassify outgoing promoters, namely Yatin Bhupendra Shah along with Mrs. Vaishali Yatin Shah and HKG Money Tech Private Limited, as public shareholders.

In the previous financial year, the company requested a name change to the stock exchange, transitioning from HKG Ltd to UR Sugar Industries Limited. This request was approved by the Exchange, marking the successful completion of the name change process.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves separately and adjusted the loss in the profit and loss account.

5. DIVIDEND

In view of the loss incurred for the current financial year 2022-23 and with an intention to conserve resources for future business operations of the Company, your Directors do not recommend any dividend for the financial year 2022-23.

6. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

The Authorised share capital of the company increased from Rs.14,00,00,000/- to Rs 40,00,00,000/- (Fourty Crore) divided into 20,00,00,000 equity shares of 2/- each. W.e.f. 30.09.2022

The issued, subscribed and paid-up equity share capital of the Company is Rs.10,50,00,000/- divided into 5,25,00,00 equity shares of 2/- each.

Except the above change there was no change in the Capital Structure of the Company.

7. 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.

8. 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.

9. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

During the financial year 2022-23, one company has incorporated named as "HKG Retails Private limited" dated 05.05.2022 as a Subsidiary company of UR Sugar Industries Limited (formerly HKG LIMITED) later on the company has sold its investment in the Subsidiary company. Further, with effect from 05.12.2022 the subsidiary company ceases to be subsidiary of UR Sugar Industries Limited.

Furthermore, there was no other company which have become or ceased to be company's subsidiary/ associate companies or entered into joint ventures during the year.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided are given in Note No. 5, 16 & 17 to the Financial Statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts and arrangements with related parties that we entered in to during the financial year 2022-2023 were on an arm's length basis and were in the ordinary course of business.

During the year under review, there are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

Since the Company has not entered in to any contracts or arrangements or transactions which are not at arm's length basis with related parties so also material contracts, arrangement or transactions with related parties, the disclosure of particulars pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are therefore not made.

However, the details of the related party transactions entered into during the year are given under Note No. 32 of the Financial Statements forming part of this Annual Report year ended March 31, 2023.

(A) CONSERVATION OF ENERGY

i) The steps taken or impact on conservation of energy: NIL

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:-

13. AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS

M/s. Vijay Panchappa &Co., Chartered Accountants (ICAI Registration No. 004693 S) will be appointed in this ensuing AGM as the Statutory Auditors of the Company to hold office for five consecutive years starting from the conclusion of the 13th Annual General Meeting (AGM) held on September 30, 2023 until the conclusion of the AGM of the Company to be held during the financial year 2027-28.

M/ s. Vijay Panchappa &Co., Chartered Accountants (ICAI Registration No. 004693 S) have given their consent for the proposed appointment as Statutory Auditors of the Company from the conclusion of the 13^th Annual General Meeting of the members of the Company. They have further confirmed that the said appointment, if made, be within the prescribed limits under Section 141(3) (g) of the Companies act, 2013 and that they are not disqualified for appointment.

The Copy of Independent Auditor Report for the Financial Year 2022-23 issued M/s MITTAL AGARWAL & CO., Chartered Accountants (ICAI Registration No. 131025W) has been attached and marked as Annexure — E. Further M/s MITTAL AGARWAL & CO., were resigned as the Statutory Auditors of the Company w.e.f. 11.08.2023.

SECRETARIAL AUDIT REPORT

As required under section 204(1) of the Companies Act, 2013 and Rules made there under, the Company has appointed Mr. Gaurav Shenoy, Prop. M/s. G D S & Associates, Practicing Company as Secretarial Auditor of the Company for the Financial Year 2023-24 Further, Mr. Brijesh Shah, Prop. M/s Brijesh Shah & Co., Company Secretary was the Secretarial Auditor of the Company for the Financial Year 2022-23.The Secretarial Audit Report forms part of the Annual Report.

The Copy of Secretarial Audit Report for the Financial Year 2022-23 issued by Mr. Brijesh Shah, Company Secretary in Practice has bⁿⁿn attached and marked as Annexure-A

The Secretarial Auditor has made following observation(s) and the Management reply for the same is as under:

INTERNAL AUDITORS

The Company has reappointed M/s. Khadabadi and Menshi, Chartered Accountants, Mumbai as Internal Auditors of the Company for financial year 2023-24.

14. 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 -B'.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD DIVERSITY

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, 2023 comprised of the following directors:

Changes in Director's & Key Managerial Personnel

Mr. Lava Ramesh Katti was appointed as the Managing Director by the Board during its meeting on September 06, 2022. Additionally, Mr. Hardik Manoj Shah resigned from his role as Executive Director and also stepped down from the directorship of the Company on September 06, 2022. Furthermore, Mr. Yatin Bhupendra Shah resigned from his position as Managing Director and also resigned from the directorship of the Company on September 08, 2022.

At the meeting held on October 19, 2022, the Board appointed Mr. Nikhil Umesh Katti as a Non-Executive - Non-Independent Director, Mr. Basavaraj Veerappa Hagaragi as a Non-Executive - Independent Director, and Ms. Pratibha Pramod Munnolli as a Non-Executive - Independent Director. In the same meeting, Mr. Hemang Hasmukhrai Shah and Ms. Shika Mukesh Shah resigned from their positions as Non-Executive, Independent Directors, and as Directors of the Company, effective from October 19, 2022.

Mr. Kush Katti was appointed as Non-Executive - Non Independent Director of the Company by the Board at its meeting held on January 12, 2023.

Mr. Makabul Kaseemsab Ammanagi was appointed as Non-Executive -Independent Director of the Company by the Board at its meeting held on March 31, 2023 and Mr. Hemant P. Vastani, Non-Executive and Independent Director resigned from the directorship of the Company with effect from March 31, 2023.

Mr. Nitin D Karekar was designated as Chief Financial Officer (CFO) of the Company by the Board at its meeting held on October 19, 2022.

Mr. Mayur Bipinchandra Shah resigned from the position of Chief Financial Officer (CFO) of the Company w.e.f. October 19, 2022.

Ms. Ankita Gupta resigned from the position of Company Secretary and Compliance Officer of the Company on August 16, 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 re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

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

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

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

Board Evaluation

Pursuant to the provisions of the Act, the Board is required to monitor and review the Board evaluation framework. The Annual Performance Evaluation is conducted for all Board Members as well as the working of the Board and its Committees. The evaluation process also considers the time spent by each of the Board Member, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on ratings. The outcome of the Board evaluation for financial year 2022-23 was discussed by the Nomination and Remuneration Committee and the Board at their meeting held on March 27, 2023.

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 March 27, 2023, 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 15 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.

16. 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.

17. COMMITTEES OF THE BOARD

Currently, the Board has Three Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholder's Relationship Committee;

18. 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 C.

19. MANAGEMENTDISCUSSION ANALYSIS REPORT

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

20. 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.

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

In its meeting held on Saturday, July 22, 2023, the Board of Directors approved the change of the Company's registered office. The new registered office address will be UR Building, Basaweshwar Circle, Bellad Bagewadi, Taluk- Hukeri, Belagavi - 591305, Karnataka. This change was made in accordance with RD (WIRC) order No. RD/Section 13/SRN F54611611/1641 dated June 30, 2023.

Apart from this change, there have been no other significant developments from the end of the previous financial year up to the date of this report.

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 2023".

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. The details pertaining to complaints are mentioned in the Corporate Governance Report placed at Annexure D.

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. 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 preclearance 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.

30. CAUTIONARY STATEMENT

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

31. 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 viz. customers, members, dealers, vendors, banks and other business partners 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 all the employees through their dedicated services to the Company Your Directors look forward to your continuing support.