Scheme of Arrangement

K.M. Sugar Mills Ltd. Factory & Works : P.0. Motinagar-224201, Dist. Ayodhya (U. P.) Phone : 7571000692, Email : director@kmsugar.com CIN No.:L15421UP1971PLC003492 GSTIN No.:09AAACK5545P12Z August 22,2026 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 - 400051 Mumbai — 400001 Scrip Code: 532673 Trading Symbol: KMSUGAR Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — Pronouncement of Order by the Hon’ble National Company Law Tribunal, Allahabad Bench (“Hon’ble NCLT”) sanctioning the Scheme of Arrangement for Demerger. Ref: Regulation 30 Disclosure Dated 20.08.2026 Dear Sir(s)/ Madam(s), In continuation of our earlier intimation dated July 07, 2026 and August 20, 2026 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 section 230-232 of the companies act, 2013 (“Scheme of Arrangement”), we wish to inform you that the copy of the order is now available on the NCLT portal and same is enclosed herewith for your reference and record. The Appointed Date of the Scheme for Demerger is 1% April, 2026 Kindly take the above information on record. Thanking you, Yours faithfully, 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: KM 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- AAACKS5545P 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) CP (CAA) NO.16/ALD/2026 IN CA (CAA) NO.5/ALD/2026 (SECOND MOTION) IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAT 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 Depitt. Niraj Kumar Singh, Adv., and Sh. Utkarsh Malviya, Advs. Sh. Mohd. Akhtar, STA : For the R.D. Sh. Ashish Tiwari, STA : Forthe 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™). 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 first motion order dated 24.03.2026. CP (CAA) NO.16/ALD/2026 IN CA (CAA) NO.5/ALD/2026 (SECOND MOTION) IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAT 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 |N umber of valid | % of total number Voted votes cast in | of valid votes cast favour of | in favour resolution CP (CAA) NO.16/ALD/2026 IN CA (CAA) NO.5/ALD/2026 (SECOND MOTION) IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAT 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|% off No. Particulars Voters [Voted Votes 'Votes 11 Un-secure_d Creditors present in the meeting through video| b1 16 2.24.18.449 |- conferencing 12 [Un-secured Creditors present in the meeting and voted|| N - " |through e-voting system in the meeting [Un-secured Creditors present in the meeting who had| 1.3 |jalready voted through remote e-voting during the|[l6 16 2,18,64,582 {|100% prescribed period before the meeting 14 Un-sgcured Credl_tors present in the meeting who| 5 o 553867 A 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% 9.1 |[Votes in Favour as % of total valid votes cast - 100% 100% 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 4 of 22 5. This Tribunal vide its order dated 11.06.2026 directed to issue notice of the Company Petition/ Scheme of Arrangement to the Statutory Authorities, viz., (a) the Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi; having address B-2 Wing, 2nd Floor, Pt. Deen Dayal Antodaya Bhawan, CGO Complex, Lodhi Road, New Delhi-110 003 and email id- rd.north@mca.gov.in (b) the Registrar of Companies, Ministry of Corporate Affairs, Uttar Pradesh; having address 2nd Floor, Kendriya Bhawan, GPOA, Fazal Ganj, Kanpur-201 812, Uttar Pradesh and email id — roc.kanpur@mca.gov.in; (c) National Stock Exchange of India Limited (d) Bombay Stock Exchange Limited (collectively called “Stock Exchanges”) (e) the Jurisdictional Income Tax Department by mentioning the PAN of the Company along with the copy of this petition in so [Showing first 8,000 characters — download PDF for full document]