Shareholders meeting

K. M. SUGAR MILLS LIMITED Regd. Office: 76, ELDECO GREENS, GOMTI NAGAR, LUCKNOW, UTTAR PRADESH-226010 CIN: L15421UP1971PLC003492; Website: www.kmsugar.com Phone: 0512-2310762 ; 0522-4079561; E-mail: cs@kmsugar.in NOTICE TO SHAREHOLDERS Notice is hereby given that the 53rd Annual General Meeting of the K. “RESOLVED THAT Shri S. C. Aggarwala (DIN- 02461954), who M. Sugar Mills Ltd. will be held through Video Conference / Other retires by rotation pursuant to the provisions of Section 152 of Audio Visual Means, on Tuesday, the 28th day of July, 2026, at 11:30 the Companies Act, 2013 and being eligible, be and is hereby re- A.M. to transact the following business: appointed as director of the Company and is liable to retire by rotation.” ORDINARY BUSINESS: 1. To receive, consider and adopt (a) the Audited Standalone SPECIAL BUSINESS: financial statements of the Company for the financial 4. To appoint Smt. Naina Devi Jhunjhunwala (DIN – 01837824), year ended March 31, 2026 and the reports of the Board Additional Director, as a Director of the company. of Directors’ and Auditors’ thereon; and (b) the Audited To consider and, if thought fit, to pass, the following resolution, Consolidated financial statement of the Company for the as a Special Resolution:- financial year ended March 31, 2026 and the report of the To consider and, if thought fit, to pass with or without Auditors thereon. modification(s), the following resolution, as a Special Resolution: To consider and if, thought fit to pass with or without “RESOLVED THAT pursuant to the provisions of Sections 152 modification(s), the following resolution as an Ordinary and all other applicable provisions of the Companies Act, 2013 Resolution: read with the Companies (Appointment and Qualification of (a) “RESOLVED THAT, the audited standalone financial statements Directors) Rules, 2014 and the Securities and Exchange Board of the Company for the financial year ended March 31, 2026, and of India (Listing Obligations and Disclosures Requirements) the reports of the Board of Directors’ and Auditors’ thereon as Regulations, 2015 [including any statutory modification(s) or circulated to the members with the notice of the Annual General re-enactment(s) thereof for the time being in force] and based Meeting, be and are hereby received, considered and adopted.” on the recommendation of the Nomination and Remuneration Committee Smt. Naina Devi Jhunjhunwala (DIN – 01837824), (b) “RESOLVED FURTHER THAT the audited consolidated financial who was appointed as an Additional Director (Non-Executive, statement of the Company for the financial year ended March 31, Non-Independent) on the Board of Directors of the Company with 2026, and the report of the Auditors thereon as circulated to the effect from May 18, 2026, pursuant to the provisions of Section members with the notice of the Annual General Meeting, be and 161 of the Act and the Articles of Association of the Company, are hereby received, considered and adopted.” and who holds office till the date of this meeting and for whom 2. To appoint a director in place of Shri Sanjay Jhunjhunwala the Company has received a Notice in writing from a Member (DIN-01777954), who retires by rotation and being eligible, under Section 160 of the Act, proposing his candidature for the offered himself for re-appointment. office of Director of the Company, be and is hereby appointed as To consider and if, thought fit to pass with or without a Director of the Company, liable to retire by rotation. modification(s), the following resolution as an Ordinary RESOLVED FURTHER THAT the Board of Directors of the Resolution: Company and / or Company Secretary of the Company be and “RESOLVED THAT Shri Sanjay Jhunjhunwala (DIN- 01777954), are hereby severally and/or jointly authorized to do all such acts who retires by rotation pursuant to the provisions of Section 152 and take all such steps as may be necessary, proper or expedient of the Companies Act, 2013 and being eligible, be and is hereby to give effect to this resolution.” re-appointed as director of the Company and is liable to retire by 5. To appoint Smt. Naina Devi Jhunjhunwala (DIN – 01837824) rotation.” as a Whole -Time Director of the Company. 3. To appoint a director in place of Shri S. C. Aggarwala (DIN- To consider and, if thought fit, to pass the following 02461954), who retires by rotation and being eligible, offered resolution, as a Special Resolution: himself for re-appointment. “RESOLVED THAT pursuant to the provisions of Sections 196, To consider and if, thought fit to pass with or without 197, 198 and 203 read with Schedule V and other applicable modification(s), the following resolution as an Ordinary provisions of the Companies Act, 2013, including the Companies Resolution: (Appointment and Qualification of Directors) Rules, 2014, and in terms of Regulation 17(1A) and other applicable provisions K. M. Sugar Mills Limited | 1 of the SEBI (Listing Obligations and Disclosure Requirements) and remuneration in such a manner as may be permitted by in Regulations, 2015, and based on the recommendation of the accordance with the provisions of the Companies Act, 2013 and Nomination and Remuneration Committee and Board of Directors Schedule V or any modification thereto and as may be agreed to of the Company, Mrs. Naina Devi Jhunjhunwala (DIN: 01837824), by an between the Board and Shri Aditya Jhunjhunwala time to who has attained the age of 80 years, be and is hereby appointed time.” as a Whole time Director of the Company, liable to retire by “RESOLVED FURTHER the consent of the Shareholders of the rotation, for a period of 3 years commencing from 01.08.2026, on Company be and is hereby accorded for payment of aforesaid such terms and conditions including remuneration as set out in remuneration, (i) notwithstanding loss or inadequacy of profit the explanatory statement annexed to the notice convening this in the respective financial year during the tenure of his office; meeting, with a power to the Board of Directors to alter and vary or (ii) even if the above payment or aggregate managerial the terms and conditions of appointment and remuneration in remuneration of Managing Director/ Whole Time Directors or such manner as may be agreed between the Board and Mrs. Naina aggregate managerial remuneration of all directors exceeds the Jhunjhunwala, subject to compliance with applicable statutory limits as specified in Section 197 (1) of the Companies Act, 2013 or provisions, rules, regulations, guidelines and limits approved by the first/second proviso thereof; (iii) or even if the above payment the shareholders.” exceeds the limits specified in Regulation 17(6)(e) of SEBI (Listing “RESOLVED FURTHER THAT the consent of the Shareholders Obligations and Disclosure Requirements) Regulations, 2015.” of the Company be and is hereby accorded for appointment as “RESOLVED FURTHER that the Board of Directors of the a Whole Time Director and payment of aforesaid remuneration, Company be and hereby authorized to do, perform and execute (i) notwithstanding loss or inadequacy of profit in the respective all such acts, deeds and things and to settle all question arising financial year during the tenure of his office; or (ii) even if the above out incidental thereto, and to give such directions as may be payment or aggregate managerial remuneration of Managing necessary or arise in regard to or in connection with any such Director/ Whole Time Directors or aggregate managerial matter as it may, in its absolute discretion, deem fit to give effect remuneration of all directors exceeds the limits as specified in to this resolution.” Section 197 (1) of the Companies Act, 2013 or the first/second proviso thereof; (iii) or even if the above payment exceeds the 7. Re-appointment of Shri Sanjay Jhunjhunwala limits specified in Regulation 17(6)(e) of SEBI (Listing Obligations (DIN: 01777954) as a Whole Time Director designated as a and Disclosure Requirem [Showing first 8,000 characters — download PDF for full document]