Scheme of Arrangement

K.M. Sugar Mills Ltd. Factory & Works : P.O. Motinagar-224201, Dist. Ayodhya (У. Р.) Phone : 7571000692, Email: director@kmsugar.com CIN No.:L15421UP1971PLC003492 GSTIN No.:09AAACK5545P1ZZ September 15, 2026 To To The Listing Department The Listing Department BSE Limited National Stock Exchange of India Limited Department of Corporate Services Exchange Plaza, C-1, Block G Phiroze Jeejeebhoy Towers, Bandra Kurla Complex Dalal Street, Mumbai - 400001 Mumbai — 400051 Scrip Code: 532673 Trading Symbol: KMSUGAR Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — Receipt of the Certified True Copy of the Order of Hon’ble National Company Law Tribunal, Allahabad Bench (“Hon’ble NCLT”) on the Scheme of Arrangement. Dear Sir(s)/ Madam(s), In continuation of our earlier intimations dated August 20, 2026 and August 22, 2026, wherein we had informed that the Hon’ble NCLT has pronounced its order on August 19, 2026 and thereafter uploaded the same on the NCLT portal in relation to the Scheme of Arrangement for Demerger of Distillery Division (“Demerged Undertaking”) of K M Sugar Mills Limited (“Demerged Company”) and KM Spirits and Allied Industries Limited (“Resulting Company”) and their respective shareholders and creditors under sections 230 - 232 of the Companies Act, 2013 (“Scheme of Arrangement”). We wish to inform you that a certified true copy of the aforesaid order of the Hon’ble NCLT dated August 19, 2026, has been issued to the Company on September 14, 2026, and the same is enclosed herewith. The Appointed Date for the approved Scheme of Arrangement is April 01, 2026. The Effective Date of the Scheme of Arrangement and Record Date shall be determined by the Board of Directors of both the Companies involved in the Scheme of Arrangement, in accordance with the terms of the Scheme and the same shall be communicated in due course. Kindly take the above information on record. Yours faithfully, For or KMSu gar MilMlsill s LiLmimititeed a- e МІLS Eu do WN Ritika Tandon МА Company Secretary & Сотрії Encl:A/a Regd. Office : 76, Eldeco Greens, Gomti Nagar, Lucknow — 226010, (U.P.) Phone : 0522-4079561/2308772, Email : kmsugar@gmail.com IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAJ CP (CAA) NO.16/ALD/2026 IN CA (CAA) NO.05/ALD/2026 (SECOND MOTION) (An Application filed under Sections 230 - 232 of the Companies Act, 2013, read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, and other applicable provisions) IN THE MATTER OF SCHEME OF ARRANGEMENT OF: K M SUGAR MILLS LIMITED company incorporated under the Companies Act, 1956 Having Its Registered Office At: 76, Eldeco Greens, Gomtinagar, Lucknow - 226010, Uttar Pradesh, India PAN- AAACK5545P CIN- L15421UP1971PLC003492 ……..Applicant No.1/ Demerged Company KM SPIRITS AND ALLIED INDUSTRIES LIMITED company incorporated under the Companies Act, 2013 Having Its Registered Office At: 76, Eldeco Greens, Gomtinagar, Lucknow - 226010, Uttar Pradesh, India PAN- AAGCK9739H CIN- U15100UP2018PLC101321 ……..Applicant No.2/ Resulting Company Order Pronounced on:19.08.2026 Coram: Mr. Praveen Gupta : Member (Judicial) Mr. Ashish Verma : Member (Technical) National Company Law Tribunal Allahabad Bench Application No.: CCR/NCLT/2026/5/01450 Date of Application: 2026-09-10 No. of Pages: 81 Fees Paid: 405 Valid with Facing Sheet Only.: CP (CAA) NO.16/ALD/2026 IN CA (CAA) NO.5/ALD/2026 Digitally signed by (SECOND MOTION) ABHISHEK SINGH 14-09-2026 15:12:36 IST IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAJ Page 1 of 22 Appearances: Sh. Afnaan Siddiqui with Ms. : For the Petitioner Companies Suman Kumar Jha & Sh. Vaibhav Khurana, Advs. Sh. Amit Mahajan, Sr. S.C. with Sh. : For the Income Tax Deptt. Niraj Kumar Singh, Adv., and Sh. Utkarsh Malviya, Advs. Sh. Mohd. Akhtar, STA : For the R.D. Sh. Ashish Tiwari, STA : For the O.L. Alld ORDER 1. This is a joint second motion petition filed by the Petitioner Companies above named under Sections 230 & 232 of the Companies Act, 2013, read with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions, for time being in force, for sanction of the Scheme of Arrangement (hereinafter be referred to as “the Scheme”) involving demerger of the ‘Distillery Division’ (hereinafter referred as “Demerged Undertaking”) of KM Sugar Mills Limited (hereinafter referred as “Petitioner No. 1/ Demerged Company”) into KM Spirits and Allied Industries Limited (hereinafter referred as “Petitioner No. 2/ Resulting Company”). 2. The main objects, date of incorporation, and authorized and paid-up share capital of the Demerged Company and Resulting Company, rationale of the scheme and required statutory compliances have been discussed in the National Company Law Tribunal Allahabad Bench first motion order dated 24.03.2026. Application No.: CCR/NCLT/2026/5/01450 Date of Application: 2026-09-10 No. of Pages: 81 Fees Paid: 405 Valid with Facing Sheet Only.: CP (CAA) NO.16/ALD/2026 IN CA (CAA) NO.5/ALD/2026 (SECOND MOTION) IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAJ Page 2 of 22 3. The first motion petition was initially filed by the Petitioner Companies vide Company Application No. 5/ALD/2026, seeking directions of this Tribunal to dispense with the requirement of convening the meetings of the secured creditors of the Demerged Company as well as equity shareholders unsecured creditors and secured creditors of the Resulting Company for the purpose of considering and approving the Scheme of Arrangement. It was further prayed by the Petitioner Companies to convene separate meetings of the Equity Shareholders and Unsecured Creditors of the Demerged Company under the supervision of this Tribunal for the purpose of considering and approving the proposed Scheme. Accordingly, this Tribunal, vide its order dated 24.03.2026, allowed the above-mentioned prayers. 4. The report of the Chairperson dated 30.05.2026 on the meeting of Unsecured creditors of the Resulting Company was filed within the stipulated period stating that the scheme was unanimously approved by the Unsecured Creditors, present and voting. The voting result as submitted in the Chairperson’s Report is reproduced as under: Equity Shareholders Mode No. of Members Number of valid % of total number Voted votes cast in of valid votes cast favour of in favour National Company Law Tribunal resolution Allahabad Bench Application No.: CCR/NCLT/2026/5/01450 Date of Application: 2026-09-10 No. of Pages: 81 Fees Paid: 405 Valid with Facing Sheet Only.: CP (CAA) NO.16/ALD/2026 IN CA (CAA) NO.5/ALD/2026 (SECOND MOTION) IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAJ Page 3 of 22 Remote e-voting 38 5,80,99,694 99.99% prior to the meeting E-voting at the NIL NA NA meeting Total 38 5,80,99,694 99.99% Unsecured Creditors Sl. No. of Value of % of Particulars Voted No. Voters Votes Votes Un-secured Creditors present in the meeting through video 1.1 21 16 2,24,18,449 - conferencing Un-secured Creditors present in the meeting and voted through e-voting system in the meeting Un-secured Creditors present in the meeting who had 1.3 already voted through remote e-voting during the 16 16 2,18,64,582 100% prescribed period before the meeting Un-secured Creditors present in the meeting who 1.4 5 0 5,53,867 - abstained from voting Un-secured Creditors who did not attend the meeting but 2.1 cast their votes through remote e-voting during the 69 69 2,78,09,463 100% prescribed period before the meeting Total Votes Cast in the meeting and through remote e- 3.1 voting before the meeting considered for the purpose 85 85 4,96,74,045 100% of this Report [1.2+1.3+2.1] 4.1 Invalid Votes – – – – 5.1 Total Valid Votes 85 85 4,96,74,045 100% 6.1 Votes Against – 0 – 0% 7.1 Votes Against as % of total valid votes cast – – – 0% 8.1 Votes in Favour 85 85 4,96,74,045 100% National Company Law Trib [Showing first 8,000 characters — download PDF for full document]