Ugar Sugar Works Limited has disclosed significant changes to its Board of Directors, with two senior members stepping down from their respective roles on August 11, 2026. These changes involve the retirement of an Independent Director and the resignation of a Non-Executive Director, who will transition into an honorary leadership role. The moves are part of routine governance updates aimed at maintaining compliance with regulatory tenure limits and refreshing board composition.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Under these regulations, listed entities must promptly inform stock exchanges of any changes in directorship. The company submitted the requisite details to both the Bombay Stock Exchange and the National Stock Exchange of India Ltd., ensuring transparency for investors regarding the governance structure.

Director Transitions

Hari Athawale (DIN: 07335718) has retired from the position of Independent Director. His cessation is due to the completion of his maximum permissible tenure as an Independent Director. He ceased to hold the office effective from the close of business hours on August 11, 2026. This move aligns with statutory requirements that mandate rotation of independent directors to ensure fresh perspectives on the board.

Concurrently, Prafulla Shirgaokar (DIN: 00151114) has resigned from his position as a Non-Executive Director. His resignation also takes effect from the close of business hours on August 11, 2026. Unlike Athawale’s departure, Shirgaokar’s exit from the active boardroom is not final in terms of his association with the company. Recognizing his vast experience, the Board has appointed him as Chairman Emeritus, effective August 12, 2026. This honorary title 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 has taken steps to ensure continued compliance with listing regulations. The relevant board committees have been duly reconstituted to maintain the required balance of independent and non-executive directors. This reconstitution ensures that all statutory quorum requirements and independence criteria are met immediately after the transitions.

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 was signed by Tushar V Deshpande, Company Secretary, confirming that all procedural requirements under SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, have been adhered to. The company continues to operate with a fully constituted Board pending any future appointments to fill the vacant seats.

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.