Ugar Sugar Works Limited has accepted the resignation of Non-Executive Director Prafulla Shirgaokar and the retirement of Independent Director Hari Athawale, effective from the close of business hours on August 11, 2026. These governance changes ensure compliance with statutory tenure limits for independent directors and refresh the board composition. The company has simultaneously reconstituted its board committees to maintain regulatory adherence and operational continuity.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with clause 7 of Part A of Schedule III. The filing was submitted to both the Bombay Stock Exchange and the National Stock Exchange of India Ltd. Tushar V Deshpande, Company Secretary, signed the disclosure, confirming adherence to SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015.

Director Transitions

Hari Athawale (DIN: 07335718) retired as an Independent Director upon completing his maximum permissible tenure. His departure aligns with statutory requirements mandating rotation to ensure fresh perspectives on the board. He ceased to hold office effective August 11, 2026.

Concurrently, Prafulla Shirgaokar (DIN: 00151114) resigned as a Non-Executive Director, also effective from the close of business hours on August 11, 2026. Recognizing his vast experience, the Board appointed him as Chairman Emeritus, effective August 12, 2026. This honorary role allows him to remain associated with the company’s legacy without holding executive or voting powers on the Board.

Governance Adjustments

Following these departures, the Board reconstituted the relevant committees to maintain the required balance of independent and non-executive directors. This ensures that all statutory quorum requirements and independence criteria are met immediately after the transitions. The company continues to operate with a fully constituted Board pending any future appointments to fill the vacant seats.

What the Numbers Show

The simultaneous exit of two directors highlights the structured nature of corporate governance at Ugar Sugar Works. The replacement of an Independent Director due to tenure limits is a standard compliance action, while the appointment of a former director as Chairman Emeritus suggests a strategic effort to retain institutional knowledge. Investors should note that these changes do not impact the operational management of the company, as neither role involved day-to-day executive functions.

The disclosure confirms that all procedural requirements under SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, have been adhered to. The company maintains transparency by promptly informing stock exchanges of any changes in directorship, ensuring that investors are aware of the current governance structure.

Ugar Sugar Works Limited shareholders approved the reappointment of two retiring directors, adopted the audited financial statements for FY26, and declared a 10% dividend at its 86th Annual General Meeting (AGM) held on August 5, 2026. The meeting, conducted via Video Conferencing/OAVM with the registered office in Sangli, Maharashtra, as the deemed venue, also ratified the remuneration of the cost auditor for FY27. All six resolutions were passed with requisite majorities based on consolidated e-voting results.

The proceedings complied with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (LODR) Regulations, 2015. Remote e-voting was facilitated by National Securities Depository Limited (NSDL) from August 1 to August 4, 2026. CS Abhay R. Gulavani served as the scrutinizer, submitting his consolidated report on August 6, 2026.

Key Resolutions Passed

Shareholders voted on ordinary and special business items. The primary outcomes include the adoption of standalone financials for the year ended March 31, 2026, and the continuity of board leadership. Shishir S. Shirgaokar (DIN: 00166189) and Shilpa Kumar (DIN: 02404667) retired by rotation and offered themselves for reappointment.

A special resolution was passed to continue Mr. Shishir Shirgaokar’s directorship as a non-executive director liable to retire by rotation, despite having attained the age of 75 years, pursuant to Regulation 17(1A) of the SEBI (LODR) Regulations, 2015. This appointment is valid until the conclusion of the AGM to be held in 2028.

Governance and Compliance

The Board recommended a 10% dividend for the financial year 2025-26. Additionally, shareholders ratified the remuneration of M/s Dhananjay V. Joshi & Associates, Practicing Cost Accountant (Firm Registration No: 000030), as Cost Auditor for FY27. The approved remuneration is ₹3,50,000 plus reimbursement of out-of-pocket expenses and applicable taxes.

Tushar V. Deshpande, Company Secretary (M. No: A45586), certified the proceedings. The meeting addressed all statutory requirements under the Companies Act and SEBI regulations, including the review of Corporate Governance and Business Responsibility and Sustainability Reporting (BRSR). Out of 73,846 shareholders on the record date of July 29, 2026, 246 members voted through remote e-voting.