Approval for slump sale of Sugar, Distillery and Cogen divisions of company''s undertaking located at Baheri, Dist.-Bareilly, UP.

Date: 08.09.2026 BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. Scrip Code: 507180 Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Approval for Slump Sale of Sugar, Distillery and Cogen Divisions of the Company’s undertaking located at Baheri, District – Bareilly, UP (“the Undertaking”) and Execution of Memorandum of Understanding (MOU). Dear Sir/Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Part A of Schedule III thereto, and the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (Chapter V, Section V-A, read with Annexure 18 and Annexure 18A thereto), we wish to inform you that the Board of Directors of the Company, at its meeting held on 08th September, 2026, has approved: (i) Sale of the Undertaking, as a going concern, on a slump sale basis, subject to applicable conditions — e.g., shareholders approval, regulatory/statutory approvals, if any; and (ii) Execution of a Memorandum of Understanding (“MOU”) with Avadh Foods and Multi Warehouse Private Limited recording the terms of the proposed slump sale. In terms of Annexure 18 to the aforesaid SEBI Master Circular dated January 30, 2026, the relevant details are as under: Particulars Details 1 Name of the undertaking Sugar, Distillery and Cogen Divisions of the Company’s undertaking located at Baheri, District – Bareilly, UP. 2 The amount and percentage Sr no Particulars Amount % of the turnover or revenue or Rs in crs income and net worth 1. Revenue/Turnover 304.50 100.00 contributed by such unit or 2. Total Income 315.00 99.55 division or undertaking or 3. Net worth -133.24 74.69 subsidiary or associate company of the listed entity during the last financial year 3 Date on which the agreement Pursuant to board approval dated 08th September 2026, a for sale has been entered into MOU has been executed setting out broad terms and conditions of Sale of Undertaking by way of Slump Sale with the proposed buyer. BTA shall be executed in due course. Particulars Details 4 The expected date of The transaction shall be completed on or before the Long Stop completion of sale/disposal; Date, being 15.06.2027, as shall be identified under the MOU, subject to approval of shareholders by way of a special resolution under Section 180(1)(a) of the Companies Act, 2013 read with Regulation 37A of the SEBI LODR Regulations, 2015, execution of the definitive Business Transfer Agreement, and satisfaction of other conditions precedent. The Long Stop Date may be extended by mutual written consent of the Seller and the Buyer. 5 Consideration Rs. 431 crores which is subject to deduction of liabilities of the received/receivable undertaking and to such other adjustments as may be specified in BTA. Remaining amount after such deductions and adjustments will be receivable by the company. 6 Brief details of buyer(s) and Avadh Foods and Multi Warehouse Private Limited is a private whether the buyer belongs company incorporated on March 6, 2026. The said buyer is an to the promoter/promoter unrelated third party, not belonging to the promoter/promoter group/group companies group or group companies. 7 Whether the transaction The transaction does not fall within related party transactions. would fall within related party transactions? If yes, whether the same is done at “arm’s length” 8 Whether the sale lease or The sale of the Undertaking is outside a Scheme of disposal of the undertaking Arrangement and is being effected through a Business Transfer is outside Scheme of Agreement. Being a sale of the whole of the Company's Arrangement? If yes, details undertaking, the transaction is subject to compliance with of the same including Regulation 37A of the SEBI (Listing Obligations and Disclosure compliance with regulation Requirements) Regulations, 2015, including: (i) prior approval 37A of LODR Regulations. of the shareholders of the Company by way of a special resolution; (ii) disclosure of the object of and commercial rationale for the sale, and the use of proceeds arising therefrom, in the explanatory statement to the notice of the general meeting; (iii) the special resolution being acted upon only if votes cast by public shareholders in favour exceed votes cast by public shareholders against; and (iv) no public shareholder who is, directly or indirectly, a party to the transaction voting on the resolution. Further, Disclosures applicable to amalgamation/merger to be furnished with respect to a slump sale, are provided herein below: Particulars Details Name of the entity(ies) Avadh Foods and Multi Warehouse Private Limited is a private forming part of the company incorporated on March 6, 2026. It is involved in non- transaction, with brief details specialized retail trade and warehousing activities, including such as size, turnover, etc. refrigerated or cold storage options. Whether the transaction is at 2 Yes. The transaction is between unrelated parties. “arm’s length”. Area of business of the It is involved in non-specialized retail trade and warehousing entity(ies); activities, including refrigerated or cold storage options. Rationale for amalgamation/ The transaction does not form part of any scheme of merger; amalgamation or merger. Rs. 431 crores which is subject to deduction of liabilities of the In case of cash consideration undertaking and to such other adjustments as may be specified 5 – amount or otherwise share in BTA. Remaining amount after such deductions and exchange ratio; adjustments will be receivable by the company. Not applicable. The consideration for the slump sale is in cash; Brief details of change in there is no issuance, transfer, or alteration of shares of the 6 shareholding pattern, if any, Company or the buyer entity pursuant to this transaction, and the of all entities involved shareholding pattern of the Company remains unchanged. The Meeting of the board of Directors of the Company commenced at 5:30 p.m. and concluded at 6.15 p.m. Kindly take the same on record. Thanking you, For Kesar Enterprises Limited Gaurav Sharma Company Secretary & Vice President (Legal & HR)