Your directors have the pleasure of placing the 52nd Director's Report along with the Audited Statement of Accounts for the year ended on 31st
March, 2025.

Financial Performance

The Financial performance of the Company during the year ended 31st March 2025 is as under:

(Rs. in Lakhs)

Corporate Benefits

The Board of Directors have not recommended a dividend for the financial year ended 31st March, 2025, in view of future deployment of funds
for furtherance of business.

Adoption of Ind-As

In accordance with the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted Ind-AS for the preparation of financial
statements with effect from April 01,2017. The financial Statement for the year ended on March 31,2025, has been prepared in accordance with
the Indian Accounting Standard (IND AS) notified under Section 133 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014.
The estimates and judgment relating to the Financial Statement are made on a prudent basis, so as to reflect a true and fair manner, the form
and substance of transactions and reasonably present the Company's state of Affairs, profits and cash flow for the year ended March 31, 2025.
Accordingly, the figures for the previous year are comparable.

Performance of Segment: -
Sugar Division

The company has crushed 110.98 Lacs quintals of cane as against 135.93 lacs quintals of cane crushed during the previous financial year and
the Sugar sale was Rs. 52739 lacs during the year under review as against Rs. 54757 lacs during the previous financial year. The other details are
as under:

Distillery

During the year under report, the Company produced 81.40 Lacs BL of Spirit and 68.10 Lacs BL of ethanol. The other details are as under:

Statutory Auditors

M/s. Mehrotra & Mehrotra., Chartered Accountants (FRN.000226C),
were appointed as the Statutory Auditors of the company at the 49th
AGM held on September 29, 2022 for a term of 5 (Five) consecutive
years to hold the office from the conclusion of the 49th AGM to
conduct statutory audit of F.Y. 2022-23, till the conclusion of 54th
AGM after completing their Terms of 5 years.

The Auditor's Report for the financial year ended March 31, 2025,
does not contain any qualification, reservation or adverse remark. The
Notes on financial statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The report
is enclosed with the financial statements in this annual report.

Secretarial Auditors

Ms. Pragati Gupta, Practicing Company Secretary, was appointed
as the Secretarial Auditors of the Company for the year 2024-25 as
required under Section 204 of the Companies Act, 2013, and Rules
made thereunder. The Secretarial Audit report and Annual Secretarial
Compliance Report for FY 2024-25 form part of the Annual Report
(Annexure to the Directors' Report in Form MR-3) as annexed as
Annexure-8 to this report and carry no qualifications, reservations,

adverse remarks or disclaimers, which are self-explanatory and hence
no explanations are required.

In accordance with the provisions of Regulation 24A of the SEBI Listing
Regulations from the financial year 2025-26 onwards, the appointment
of a Secretarial Auditor is required to be approved by the members
in the AGM, and the term of a Secretarial Auditor shall be five years.
The Audit Committee and the Board of Directors at their respective
meetings held on May 26, 2025, have considered the proposal. In
compliance with the aforesaid provisions, on the recommendation
of the Audit Committee, the Board of Directors recommends the
appointment of M/s Amit Gupta & Associates ('AGA'), Company
Secretaries (Firm Registration No. P2025UP103200) as the Secretarial
Auditors for a term of five (5) years commencing from the conclusion
of 52nd AGM till the conclusion of 57th AGM. Accordingly, the agenda
item is being placed for consideration and approval of the members as
an ordinary resolution at the ensuing AGM.

Cost Auditors

Your Board, as recommended by the Audit Committee, appointed
M/s. Aman Malviya & Company, Cost Accountant, Lucknow, as a
Cost Auditor for Sugar and Industrial Alcohol businesses for the

financial year 2024-25. Pursuant to the provisions of Section 148 of
the Companies Act, 2013 and rules made thereunder, the Board, on
the recommendation of the Audit Committee, has re-appointed M/s.
Aman Malviya & Associates Cost Accountants, as Cost Auditors, to
conduct cost audits relating to sugar and industrial alcohol for the
year ended 31st March, 2025..

Cost Accountants have confirmed that their appointment is within the
limits of Section 141(3)(g) of the Act and free from any disqualifications
specified under Section 141(3) and proviso to Section 148(3) read
with Section 141(4) of the Companies Act, 2013.

The Cost Audit Report for the financial year March 31, 2025, did not
contain any qualification, reservation, adverse remark or disclaimer.
The Cost Audit Report for the year-end March 31,2025, shall be made
available by the Cost Auditor on or before 30th September, 2025.

Public Deposits During the financial year ended March 31,2025, the
company has not accepted any public deposits.

MSME RETURN

MCA vide order dated 22nd January, 2019, directed all companies that
get supplies of goods or services from micro and small enterprises
and whose payments to micro and small enterprise suppliers exceed
forty-five days during the year. The Company has filed the MSME
within the prescribed time.

Listing Fees

The equity shares of the company are listed with the Bombay Stock
Exchange Limited and National Stock Exchange Limited, and listing
fees for 2024-25 have been duly paid.

Directors' Responsibility Statement

In pursuance of sub-section (5) of Section 134 of the Companies Act,
2013, in respect of Directors' Responsibility Statement, the Board of
Directors confirms:

(i) That in the preparation of the annual accounts for the year ended
on March 31,2025, the applicable accounting standard has been
followed by the Company.

(ii) That the directors of the company have selected such accounting
policies, applied them consistently, made judgments and
estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for the year
ended on that date.

(iii) That the directors of the Company have taken proper and
sufficient care for the maintenance of adequate accounting.
In accordance with provisions of the Companies Act, 2013, for
safeguarding the assets of the company and for detecting fraud
and other irregularities, and

(iv) That the directors of the Company have prepared the annual
accounts on a going concern basis.

(v) That the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls
are adequate and were operating effectively.

(vi) That the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

Significant and Material Orders

There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the
Company's operations in future.

Audit Committee and Vigil Mechanism

Pursuant to requirement of section 177(1) of Companies Act, 2013 read
with Rule 6 of the Companies (Meeting of Board and its Powers) Rules,
2014 and Regulation 18 and Regulation 22 of SEBI(LODR) Regulation
2015, your Company has already formed the Audit Committee,
composition of which is covered under Corporate Governance report
section of this Annual Report.

The Vigil Mechanism of the Company, which also incorporates a
Whistle Blower Policy in terms of the Listing Agreement, includes
appointment of a Whistle Officer who will look into the matter,
conduct a detailed investigation and take appropriate disciplinary
action. The Company has formulated a vigil mechanism to provide
appropriate avenues to the Directors and employees to bring to the
attention of the management their genuine concern about behavior
of employees, the details of which are incorporated in the report on
the corporate governance. Protected disclosures can be made by
a whistleblower through an email, or dedicated telephone line or a
letter to the Whistle Blower Officer or to the Chairman of the Audit
Committee. During the year under review, no employee was denied
access to Whistle Blower Officer or the Audit Committee, and no
cases under this mechanism were reported in the company or any of
its subsidiary/associates.

The Policy on vigil mechanism and whistleblower policy has been
uploaded on the Company's website at the link: https://www.
kmsugar.com/polices-of-kmsml/#whistle-blower-policy-vigil-
mechanism.

Anti-Sexual Harassment Policy

The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has been set up to redress complaints
received on sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.

During the year under review:

a) Number of complaints of sexual harassment received in the year
- Nil

b) Number of complaints disposed off during the year - Nil

c) Number of cases pending for more than ninety days - Nil

Maternity benefit provided by the company under the Maternity
Benefit Act 1961

The Company declares that it has duly complied with the provisions
of the Maternity Benefit Act, 1961. All eligible women employees
have been extended the statutory benefits prescribed under the Act,
including paid maternity leave, continuity of salary and service during
the leave period, and post-maternity support such as nursing breaks

and flexible return-to-work options, as applicable. The Company
remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women
employees in accordance with applicable laws.

Share Capital: - The Paid-Up share equity Capital of the company as at
March 31,2025, is Rs. 18.40 Crores. During the year under review, the
company has not issued shares or convertible securities nor granted
stock options or sweat equity shares.

Annual Return

Pursuant to the provisions of section 92(3) and 134(3) of the Act
and Companies (Management and Administration) Rules, 2014, the
Annual Return of the company in Form No. MGT-7 can be accessed
on the website of the company at https://www.kmsugar.com/
othercompliances

Internal Financial Controls

The Company has adequate internal financial controls, taking into
consideration the essential components of internal controls stated
in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants
of India. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.

Risk Management

The Company aims to have a formalized and systematic approach for
managing risks across the Company. It encourages knowledge and
experience sharing in order to increase transparency on the key risks
to the Company to the extent possible. This approach increases risk
awareness and ensures proper management of risks as part of the
daily management activities.

The objective of the Company's risk management process is to
support a structured and consistent approach to identify, prioritise,
manage, monitor and report on the principal risks and uncertainties
that can impact its ability to achieve its strategic objectives.

The Company has introduced several initiatives for risk management,
including the introduction of audit functions and processes to
identify and create awareness of risks, optimal risk mitigation and
efficient management of internal control and assurance activities.

Risk Management Policy as per regulation 21 of the SEBI Listing
Regulations is applicable on the top 1000 entity the basics of market
capitalization, therefore the same is not applicable on the company
during the reporting period.

Corporate Social Responsibility

KMSML has adopted CSR since its inception. The activities are
undertaken or supported by the Company and also through a
trust engaged in promoting health care, preventive health check¬
ups, etc., projects. The Company constituted a Corporate Social
Responsibility (CSR) Committee (for details, please refer Corporate
Governance Report) pursuant to the requirement of Section 135(1)
of the Companies Act, 2013. The CSR policy of the Company, inter
alia, includes the activities, composition and meetings of the CSR
committee, annual allocation for CSR activities, area of CSR projects,
criteria for selection of CSR, modalities of execution/implementation
of CSR activities and the monitoring mechanism of CSR activities/

projections. During the year under report, the Company has spent
Rs. 31.50 lacs, which is the Excess CSR Expenditure available for Carry
Forward of FY 25-26 and onwards. CSR obligation of Rs. 86.85 lacs has
been set off against the Excess CSR Expenditure carried forward for
the FY 21-22 and 2022-23. The Company has aligned its CSR Policy
in line with the changes made effective from January 22, 2021, in
Section 135 of the Companies Act, 2013 and the Companies (CSR
Policy) Rules, 2014.

A detailed Annual Report on CSR Activities undertaken by the
company during the reporting period, as prescribed under Companies
(Corporate Social Responsibility) Amendment Rules, 2021, is annexed
herewith in Annexure-4

Conservation of Energy, Technology Absorption and Foreign
Exchange and Outgo

Information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required
under Section 134(3)(m) of the Companies Act, 2013, read with Rule
8 of the Companies (Accounts) Rules, 2014, is given in Annexure-1.

Research and Development

The details relating to Research and Development activities carried
out by the company during the year are stated in the annexure to
this report.

Foreign currency risk and Commodity price risk

Foreign currency risk is the risk that the fair value or future cash
flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Company's exposure to the risk of changes in
foreign exchange rates relates primarily to the Company's foreign
currency-denominated borrowings. This foreign currency risk is
covered by using foreign exchange forward contracts and currency
swap contracts. The company does not have substantial transactions
during the year in foreign currency, so the company does not have
such of risk.

The sugar industry being cyclical in nature, realisations get adversely
affected during a downturn. Higher cane price or higher production
than the demand ultimately affects profitability. The Company has
mitigated this risk through a well-integrated business model by
diversifying into cogeneration and distillation, thereby utilising the
by-products.

Particulars of Employees

The disclosure as required under the provisions of Section 197 (12)
of the Companies Act, 2013, read with Rule 5(2) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, in respect of the employees of the Company has been given in
Annexure-9 and forms part of this Report.

Corporate Governance

As required under Regulation 34 of SEBI (Listing Obligations &
Disclosure Requirements) Regulation, 2015, a separate section
on Corporate Governance forming part of the Directors' Report
and the certificate from Practicing Company Secretary, CS Pragati
Gupta, confirming the compliance of the conditions on Corporate
Governance is attached as Annexure-2 and Annexure-3 to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the business and
operations of the company is attached to this report as Annexure 5.

Industrial Relation

The industrial relations have been cordial at all plants of the Company
during the year.

Subsidiary Company

Your Company has a wholly owned subsidiary company, viz. M/s.
KM Spirits and Allied Industries Limited was incorporated on 23-02¬
2018 to manufacture all types of spirits. Your Company had made
a total investment of Rs. 5.00 Lacs in the Company. However, the
said subsidiary is yet to commence operations. In terms of proviso
to section 139(3) of the Companies Act, 2013, the salient features of
the financial statements of the subsidiary is set out in the prescribed
form (AOC-1) under Rule-5 of the Companies (Accounts) Rules,2014
as Annexure-8. Your Company's Policy for determination of a material
subsidiary, as adopted by your Board, in conformity with Regulation
16 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations 2015, can be accessed
on your Company's corporate website at www.kmsugar.com. The
Company does not have any material subsidiaries. The Minutes
of Board Meetings of the subsidiary companies and details of
significant transactions & arrangements entered into by them are
placed before the Board of Directors of the Company. The annual
financial statements of the subsidiary companies are reviewed by
the Audit Committee of the Company. Performance review reports
of subsidiaries are also placed before the Board of Directors of the
Company on a half-yearly basis

Pursuant to the provisions of section 136 of the Act, the financial
statements of the Company, including the consolidated financial
statements along with relevant documents and separate audited
accounts in respect of the subsidiary, are available on the website of
the Company. The Company will make available the annual report
of the subsidiary Company upon request by any shareholder of the
Company interested in obtaining the same.

Consolidated Financial Statement

In accordance with the provisions of the act and listing regulations
read with Ind AS-110-consolidated financial statement, Ind AS-28-
investments in associates and joint ventures and Ind AS-31-interests
in joint ventures, the Company has prepared a consolidated financial
statement for the year ended March 31,2025.

Pursuant to the provisions of section 136 of the Act, the financial
statements of the Company, including the consolidated financial
statements along with relevant documents and separate audited
accounts in respect of the subsidiary, are available on the website of
the Company. The Company will make available the annual report
of the subsidiary Company upon request by any shareholder of the
Company interested in obtaining the same.

Number of Meetings of the Board

The Board met five times during the financial year, the details of which
are given in the Corporate Governance Report that forms part of this
Annual Report as Annexure-2. The intervening gap between any two
meetings was within the period prescribed by the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015.

Policy on Directors'Appointment and Remuneration, including criteria
for determining qualifications, Positive Attributes, Independence of a
Director, Key Managerial Personnel and other employees

The Company seeks to maintain an appropriate mix of executive and
independent directors in order to maintain the independence of the
Board and segregate the functions of governance and management.
The Board consists of professionally qualified individuals from diverse
backgrounds with wide experience in business, education, finance
and public service. As at year-end, the Board consists of 9 directors,
one of whom is the executive Chairman, one is Managing Director,
one is Joint Managing Director, one Executive Director, and five
are Independent directors, including one woman director. Your
Company, in compliance with section 178(1) of the Companies Act,
2013, read with The Companies (Meeting of Board and its Powers)
Rules, 2014, has duly constituted a Nomination and Remuneration
Committee. This committee is chaired by an independent director
and formulates the criteria for determining qualifications, positive
attributes, independence of a director and other matters.

Appointment and the remuneration of Board members, key
managerial personnel or one level below the Board level is fixed on the
basis of the recommendation of the Nomination and Remuneration
Committee made to the Board, which may accept them, with or
without modifications. The Company affirms that there has been no
change in this policy and that the remuneration paid to directors is as
per the terms laid out in this policy.

Policy on Directors' appointment and remuneration is available
on the company's website at https://www.kmsugar.com/polices-
ofkmsml/#policy-on-selection-remuneration-of-directors-kmp-
andother-employees

Disclosures pursuant to the requirements of section 197(12) read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, have been made in Annexure-9 of
this Board Report

Induction & Changes in Directors

Shri Lakshmi Kant Jhunjhunwala, Shri Aditya Jhunjhunwala, Shri
Sanjay Jhunjhunwala and Shri Subhash Chandra Agarwal are the
whole-time directors designated as Chairman, Managing Director
and Joint Managing Director & Executive Director cum C.E.O.

During the second and final term of Shri S.K. Gupta (DIN: 01995658)
and Smt. Madhu Mathur (DIN: 07196895) of five consecutive years as
Non-Executive, Independent Director ended w.e.f. August 21,2024.

The Board expressed deep appreciation and gratitude to Shri S.K.
Gupta and Smt. Madhu Mathur for their extensive contribution
and stewardship during their respective terms as the Independent
Director(s) of the Company.

During the year, Shri Narendra Mohan and Smt. Archan Agarwal was
appointed as Non-Executive Independent director w.e.f 29.06.2024
and 21.05.2025 respectively.

Shri Narendra Mohan, Smt. Archan Agarwal, Shri Sushil Solomon,
Shri Bibhas Kumar Srivastav and Shri Baskshi Ram Yadav are the Non¬
Executive Independent Directors of the Company.

The Board has recommended the appointment of Shri. Bibhas Kumar
Shrivastav for the second term of five consecutive years in the Board
meeting held on 26th May, 2025.

At the ensuing Annual General Meeting, Shri L.K. Jhunjhunwala and
Shri Aditya Jhunjhunwala, Directors of the Company, retire by rotation
u/s 152 of the Companies Act, 2013 and being eligible, offered
themselves for re-appointment at the ensuing Annual General
Meeting.

The appointment of Shri. Bibhas Kumar Srivastav, as an Independent
Non-Executive Director, was approved by members at the 2nd Extra¬
ordinary General Meeting of the Company held on 10-02-2021 for a
period of five years w.e.f. 01.02.2021. Accordingly, after having been
recommended by the Nomination & Remuneration Committee of the
Company, the Board has recommended his appointment in the Board
meeting held on 26-05-2025 for a period of 5 (five) years w.e.f. 01st
February,2026. Appropriate resolutions seeking your approval for the
said appointments are appearing in the Notice convening the 52nd
AGM of the Company.

Attributes, Qualifications & Independence of Directors and their
Appointment

The Nomination and Remuneration Committee adopted the criteria
for determining qualifications, positive attributes and independence
of Directors, including Independent Directors, pursuant to the Act
and the Rules thereunder. The Corporate Governance Policy, inter
alia, requires that Non-Executive Directors be drawn from amongst
eminent professionals, with experience in business/finance/law/
public administration and enterprises. The Board Diversity Policy
of your Company requires the Board to have a balance of skills,
experience and diversity of perspectives appropriate to the Company.
The skills, expertise and competencies of the Directors as identified
by the Board, along with the names of directors who have such skills/
expertise/competence, are provided in the Report on Corporate
Governance forming part of the Report and Accounts. The Articles
of Association of your Company provide that the strength of the
Board shall not be fewer than three nor more than fifteen. Directors
are appointed/re-appointed with the approval of the Members for a
period of three to five years or a shorter duration, in accordance with
retirement guidelines and as may be determined by the Board from
time to time. All Directors, other than Independent Directors and the
Managing Director, are liable to retire by rotation, unless otherwise
approved by the Members. One-third of the Directors who are liable
to retire by rotation retire every year and are eligible for re-election.

Details of the Company's Policy on remuneration of Directors, Key
Managerial Personnel and other employees is provided in the Report
on Corporate Governance forming part of the Report and Accounts.

Declaration by Independent Directors

As per the requirement of section 149(7), the Company has received a
declaration from every Independent Director that he or she meets the
criteria of independence as laid down under section 149(6) read with
rule 5 of the Companies (Appointment and Qualification of Directors)
Rule, 2014 and Regulation 25 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015. The Independent
Directors of your Company have confirmed that (a) they meet the

criteria of Independence as prescribed under Section 149 of the Act
and Regulation 16 of the Listing Regulations 2015, (b) they are not
aware of any circumstance or situation, which could impair or impact
their ability to discharge duties with an objective independent
judgement and without any external influence and (c) they have
registered their names in the Independent Directors' Databank.
Further, in the opinion of the Board, the Independent Directors fulfil
the conditions prescribed under the Listing Regulations 2015 and are
independent of the management of the Company. The Independent
Directors met once, on 26th May, 2025. The Meeting was conducted
without the presence of the Chairman, Executive Directors and any
other Managerial Personnel.

Annual Performance Evaluation

Pursuant to the requirements of Section 134(3)(p) of the Companies
Act, 2013 read with Regulation 17 of the listing regulations, the
Nomination and Remuneration Committee, as reported in earlier
years, formulated the Policy on Board evaluation, evaluation of Board
Committees' functioning and individual Director evaluation, and also
specified that such evaluation will be done by the Board, pursuant
to the Act and the Rules thereunder and the Listing Regulations
2015. In keeping with the Company's belief that it is the collective
effectiveness of the Board that impacts the Company's performance,
the primary evaluation platform is that of collective performance
of the Board as a whole. Board performance is assessed against the
role and responsibilities of the Board as provided in the Act and
the Listing Regulations 2015, read with the Company's Governance
Policy. The Nomination and Remuneration Committee has devised
a criteria for evaluation of the performance of the Directors
including the Independent Directors by preparing a structured
questionnaire after taking into consideration inputs received from
the Directors, covering various aspects of the Board's functioning,
attendance, acquaintance with business, communication inter
se between board members, effective participation, domain
knowledge, compliance with code of conduct, vision and strategy,
etc., which is in compliance with applicable laws, regulations and
guidelines. Evaluation of the functioning of Board Committees is
based on discussions amongst Committee members and shared
by the respective Committee Chairman with the Chairman of the
Nomination and Remuneration Committee, who in turn shares the
consolidated report with the Chairman of the Board for his review
and gives feedback to each Director. A separate exercise was carried
out to evaluate the performance of individual Directors, including the
Chairman of the Board, who were evaluated on parameters such as
level of engagement and contribution, independence of judgement,
safeguarding the interests of the Company, etc. The performance
evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent Directors.
The Directors expressed their satisfaction with the evaluation process.
Reports on the functioning of Committees were placed before the
Board by the Committee Chairman. The Independent Directors
Committee of the Board also reviewed the performance of the non¬
Independent Directors and the Board, pursuant to Schedule IV to the
Act and Regulation 25 of the Listing Regulations 2015.

Committees of the Board

Currently, the Board has 5 committees. A detailed note on the Board and its committees is provided in the Corporate Governance Report section
of this Annual Report. The composition of the committees and compliances, as per applicable provisions of the Act and Rules, is as follows:

Particulars of Loans, Guarantee or Investments

As per the requirement of section 186(4) of the Companies Act, 2013,
particulars of loans given, investments made, guarantees given or
securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient, are
provided in the note number 37.8(c) to the financial statements. The
Company is in compliance with the limits as prescribed under Section
186 of the Companies Act, 2013, read with rule 11 of the Companies
(Meeting of Board and its Powers) Rules, 2014.

The Members have approved the limits under section 186(3) of
Companies Act, 2013 read with rule 11 of the Companies (Meeting of
Board and its Powers) Rules, 2014, (i) to the extent of Rs. 400.00 Cr or
(ii) 60% of the aggregate of the paid-up share capital and free reserves
and securities premium account or (iii) 100% of its free reserves and
securities premium account, whichever is higher.

Particulars of contracts or arrangements with Related Party

All contracts/arrangements/transactions entered into by the
Company during the financial year with related parties were in the
ordinary course of business and on an arm's length basis. During the
year, the Company had not entered into any contract/arrangement/
transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related
party transactions or which is required to be reported in Form No.
AOC-2 at Annexure - 8, in terms of Section 134(3)(h) read with Section
188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Transactions with the related party entered by the company in the
normal course of business are periodically placed before the Audit
Committee for its omnibus approval.

The Policy on Materiality of Related Party Transactions and on
dealing with Related Party Transactions as approved by the Board is
put up on the Company's website and can be accessed at https://
www.kmsugar.com/polices-of-kmsml/#policy-on-related-party-
transaction-pursuant-to-regulations-23-of-sebiThere were no
materially significant related party transactions which could have
potential conflict with the interest of the Company at large.

The disclosures as required under Part A of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015,
are provided in accordance with Ind AS 24 in the note number 37.8(c)
to standalone and consolidated financial statements.

Key Financial Ratios

Key Financial Ratios for the financial year ended 31st March, 2025,
along with details of significant changes (i.e. change of 25% or more
as compared to the immediately previous financial year) in key
financial ratios, and the detailed explanations, are provided in the
Management Discussion and Analysis Report forming part of this
report.

Acknowledgement

Your Directors place on record their acknowledgement and sincere
appreciation of all the bankers and financial institutions for their
continued assistance. They further appreciate and acknowledge
with gratitude the co-operation and assistance received from all
executives, staff and workmen of the Company.

For and on behalf of the Board
of K. M. Sugar Mills Ltd.

-Sd/-

L. K. Jhunjhunwala

Date: 07.08.2025 C^hairm^an

Place: Lucknow ^{Din: 01854647}