Directors Report of KM Sugar Mills Ltd.

Mar 31, 2025

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)

	Standalone		Consolidated
	Year ended on 31st March,2025	Year ended on 31st March,2024	Year ended on 31st March,2025	Year ended on 31st March,2024
Profit before finance costs, depreciation and amortization and other comprehensive income	8905	7824	8905	7824
Less: Finance costs	1816	1654	1816	1654
Less: Depreciation and amortization expense	2197	2259	2197	2259
Profit before tax	4892	3911	4892	3911
Less: Tax expense	1337	1102	1337	1102
Profit for the year	3555	2809	3555	2809
Other comprehensive income (net of tax)	(14)	(17)	(14)	(17)
Total comprehensive income for the year	3541	2792	3541	2792
Earnings per equity share of Rs. 2/- each	3.86	3.05	3.86	3.05

Our Financial Highlights EBITDA (in lacs) 8290 6105 7824 6009 6105					8905			2624	PAT (in lacs 4147 2321		) 2809	3555			2.85	4.51	EPS (in Rs.) 3.05 2.52		3.86
	20-21	21-22	22-23	23-24	24-25		20-21		21-22	22-23	23-24	24-25		20-21		21-22	22-23	23-24	24-25

Segmental Performance in FY 2024-25
Sugar Sales (in Lacs)							Alcohol Sales (in Lacs)
		46443	49185	54758	52734
	39212
							6148 4894 4204 4276 4186
	20-21	21-22	22-23	23-24	24-25		20-21 21-22 22-23 23-24 24-25

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:

	Year ended 31-03-2025	Year ended 31-03-2024
Gross Working days	128	164
Total Cane Crushed (qtls.)	11098006	13593416
Sugar Produced (qtls)	1235608	1542969
Average Recovery	11.01%	11.30%

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:

	Year ended 31-03-2025	Year ended 31-03-2024
Sales (Rs. in lacs)	4276	6148
Sales (BL in lacs)	72.39	89.51
Recovery Rate	22.31	23.55
Country Liqour
Production ((Number of cases in Lacs)	16.27	4.62
Sale (Number of cases in Lacs)	16.24	4.64

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:

Name of the committee	Composition of the committee*	Highlights of duties, responsibilities and activities
Audit committee	Shri. Bibhas Kumar Srivastav-Chairman Shri Sushil Solomon-Member Shri S.C.Agarwal-Member	• All recommendations made by the committee during the year were accepted by the Board. • The Company has adopted the Whistle Blower Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud. • The Company has formed the Related Party Transaction Policy.
Nomination and remuneration committee	Shri Sushil Solomon-Chairman Shri Bakshi Ram- Member Smt. Archana Agarwal-Member	• The Committee oversees and administers executive compensation. • All recommendations made by the committee during the year were accepted by the Board.
Stakeholders'' relationship committee	Shri Bakshi Ram-Chairman Smt. Archana Agarwal-Member Shri Sanjay Jhunjhunwala-Member	• The Committee reviews and ensures redresses of investor grievances. • The committee noted that the grievances of the investors reported during the year, if any.
Corporate social responsibility committee	Shri L.K Jhunjhunwala-Chairman Shri Sanjay Jhunjhunwala-Member Shri Sushil Solomon-Member	• The Board as laid down the Company''s policy on Corporate Social Responsibility (CSR). • The CSR policy is uploaded on Company website, www.kmsugar.com
Finance Committee	Shri Aditya Jhunjhunwala-Chairman Shri Subhash Chandra Agarwal-Member Shri Bibhas Kumar Shrivastav-Member	• The committee review''s the Company''s proposed capital budget • The committee review''s Company''s Finances, Investments, requirement of fund and liaisoning with Bankers with the power to approve the new limits of the company as sanctioned by Bankers of the company etc.

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}

---

Mar 31, 2024

The directors have pleasure in placing the 51st Director''s Report along with the Audited Statement of Accounts for the year ended on 31st March, 2024 .

Financial Performance

The Financial performance of the Company for the year ended 31st March 2024 are as under:

(Rs. in Lakhs)
	Standalone		Consolidated
	Year ended 31st March, 2024	Year ended 31st March, 2023	Year ended 31st March, 2024	Year ended 31st March, 2023
Profit before finance costs, depreciation and amortization and other comprehensive income	7824	6105	7824	6105
Less: Finance costs	1654	1385	1654	1385
Less: Depreciation and amortization expense	2259	1587	2259	1587
Profit before tax	3911	3133	3911	3133
Less: Tax expense	1102	812	1102	812
Profit for the year	2809	2321	2809	2321
Other comprehensive income (net of tax)	(17)	(28)	(17)	(28)
Total comprehensive income for the year	2792	2293	2792	2293
Earnings per equity share of Rs. 2/- each	3.05	2.52	3.05	2.52

Dividend: -

The Board of Directors have not recommended dividend for the financial year ended 31st March, 2024 in view of future deployment of funds for furtherance of business.

Performance of Segment: -

Sugar:

The company has crushed 135.93 Lacs quintals of cane and the Sugar sale was Rs.54757 lacs during the year under review as against Rs.49185 lacs during the previous financial year. The other details are as under:

	Year ended 31-03-2024	Year ended 31-03-2023
Gross Working days	164	138
Total Cane Crushed (qtls.)	13593416	1,10,18,947
Sugar Produced (qtls)	1542969	11,91,250
Average Recovery	11.30%	10.87%

Distillery:

During the year under report, Company Produced 121.80 Lacs BL of Rectified Spirit and 116.33 Lacs BL of ethanol. The other details are as under:

	Year ended 31-03-2024	Year ended 31-03-2023
Sales (Rs. in lacs)	6148	4186
Sales( BL in lacs)	89.51	87.00
Recovery Rate	23.55	22.58
Country Liqour
Production (In Lacs Cases)	461859	479852
Sale(In Lacs Cases)	464162	469704

Statutory Auditors

M/s. Mehrotra & Mehrotra., Chartered Accountants (FRN.), 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 till the conclusion of 54th AGM after completing their terms of 5 years.

The Auditor''s Report for the financial year ended March 31, 2024, 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 Secretaries were appointed as Secretarial Auditors of the Company for the year 2023-24 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit report and Annual Certificate on Compliance with the conditions of Corporate Governance Report for FY 2023-24 forms part of the Annual Report as annexd in Annexure-7 to this report and carries no qualifications, reservations, adverse remarks or disclaimers, which is self-explanatory and hence no explanations are required.

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 2023-24. 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, 2023 did not contain any qualification, reservation, adverse remark or disclaimer. The Cost Audit Report for the year end March 31,2024 shall be made available by the Cost Auditor on or before 30th September, 2024.

Public Deposits

During the financial year ended March 31,2024 the company has not accepted any public deposits.

MSME RETURN

MCA vide order dated 22nd January, 2019 directed all companies, who 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 MSME within 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 FY 2023-24 had been duly paid.

Credit Rating

Infomerics Valuation and Rating Pvt Ltd, a credit rating agency has reaffirmed the credit rating as IVRA-

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 year ended on March 31, 2024, the applicable accounting standard have 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 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 whistle blower through an e-mail, 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 Audit Committee and no cases under this mechanism were reported in the company and any of its subsidiary / associates.

The Policy on vigil mechanism and whistle blower 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. 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. No complaint on sexual harassment was received during the period under review.

Share Capital: -

The Paid-Up share equity Capital of the company as at March 31, 2024 is Rs.18.40 Crores. During the year under review the company has not issued shares or convertible securities not granted stock option or sweat equity shares.

Annual Return

Pursant 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/other-compliances/#1685707454799-c109839a-8742

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 were 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, prioritize, 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 trust 14 | K. M. Sugar Mills Limited

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 Companies Act, 2013. The CSR policy of the Company, inter-alia, the activities, composition and meetings of 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 spent Rs 129.05 lacs which is Excess CSR Expenditure available for Carry Forward for succeeding three years. The Board approved CSR obligation was Rs. 89.05 lacs has been set off against the Excess CSR Expenditure carried forward for FY 21-22. The Company has aligned 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-3.

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 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 kind of risk.

Sugar industry being cyclical in nature, realizations get adversely affected during downturn. Higher cane price or higher production than the demand ultimately affects profitability. The Company has mitigated this risk by well integrated business model by diversifying into co-generation and distillation, thereby utilizing 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-8 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-4 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 Annual report.

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 incorporated on 23-022018 to manufacture of 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 the 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-5. 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 website at https://www.kmsugar.com/polices-of-kmsml/#policy-for-determining-material-subsidiary. The Company does not have any material subsidiary. 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 subsidiary, are available on the website of the Company. The Company will make available the annual report of 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 consolidated financial statement for the year ended at March 31, 2024.

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 subsidiary, are available on the website of the Company. The Company will make available the annual report of subsidiary Company upon request by any shareholder of the Company interested in obtaining the same.

Number of Meetings of the Board

The Board met four 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 executive Chairman, one is Managing Director, one is Joint Managing Director, one Executive Director and five are Independent directors including one women 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 company''s website at https://www.kmsugar.com/polices-of-kmsml/#policy-on-selection-remuneration-of-directors-kmp-and-other-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-8 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, Joint Managing Director & Executive Director cum C.E.O.

Shri S.K. Gupta, Smt. Madhu Mathur, Shri Sushil Solomon, Shri Bibhas Kumar Srivastav and Shri Baskshi Ram Yadav are the Non-Executive Independent Directors of the Company.

Smt. Archna Agarwal and Shri Narendra Mohan was appointed as Additional Independent Director (Non-Executive) in the Board meeting of the company held on 21st May, 2024 and 29th June, 2024 respectively.The Board has also recommended the appointment of Shri. Sushil Solomon for the second term of five consecutive year in the Board meeting held on 21st May, 2024.

At the ensuing Annual General Meeting Shri Sanjay Jhunjhunwala and Shri S.C Agarwal, 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. Sushil Solomon, as an Independent Non-Executive Director was approved by members at the Annual General Meeting held on 20-08-2019 for a period of five years w.e.f. 06-08-2019. Accordingly, after having been recommended by the Nomination & Remuneration Committee of the Company, the Board has recommended for his appointment in the Board meeting held on 21-05-2024 for second term of 5 (five) years w.e.f. 06th August,2024. Appropriate resolutions seeking your approval for the said appointments are appearing in the Notice convening the 51st AGM of the Company.

The appointment of Smt. Archna Agarwal and Shri Narendra Mohan was approved as Additional Independent Director(Non- Executive) in the Board meeting of the company held on 21st May, 2024 and 29th June, 2024 respectively. Accordingly, after having been recommended by the Nomination & Remuneration Committee of the Company and the Board, the appointment of Smt. Archna Agarwal and Narendra Mohan as an Independent Director Non- Executive for a period of 5 (five) years is proposed in the 51st AGM of the company w.e.f. 21st May,2024 and 29th June, 2024 repectively. Appropriate resolutions seeking your approval for the said appointments are appearing in the Notice convening the 51st 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 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 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-appointment.

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 that is on 30th May, 2023. 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 Company''s belief that it is the collective effectiveness of the Board that impacts 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 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 shared the consolidated report with Chairman of the Board for his review and giving 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 interest 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 were carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process. Reports on 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. The Board reconstituted its committees in the Board meeting held on 21 st May, 2024. 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/ reconstituted committees and compliances, as per applicable provisions of the Act and Rules, are as follows:

Name of the committee	Composition of the committee1	Highlights of duties, responsibilities and activities
Audit committee	Shri S.K Gupta-Chairman Shri. Bibhas Kumar Srivastav-Member Shri Sanjay Jhunjhunwala-Member Shri Subhash Chandra Agarwal-Member1 Shri Sushil Solomon- Member1	• All recommendations made by the committee during the year were accepted by the Board. • The Company has adopted the Whistle Blower Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud. • The Company has formed the Related Party Transaction Policy.
Nomination and remuneration committee	Shri S.K Gupta-Chairman Smt. Madhu Mathur-Member Shri Sushil Solomon-Member Shri Bakshi Ram-Member1 Shri Archana Agarwal- Member1	• The Committee oversees and administers executive compensation. • All recommendations made by the committee during the year were accepted by the Board.
Stakeholders relationship committee	Shri S.K Gupta-Chairman Smt. Madhu Mathur-Member Shri Aditya Jhunjhunwala-Member Shri Bakshi Ram -Chairman1 Shri Archana Agarwal- Member1 Shri Sanjay Jhunjhunwala-Member1	• The Committee reviews and ensures redresses of investor grievances. • The committee noted that the grievances of the investors reported during the year, if any.
Corporate social responsibility committee	Shri L.K Jhunjhunwala-Chairman Shri Sanjay Jhunjhunwala-Member Shri Sushil Solomon-Member	• The Board as laid down the Company''s policy on Corporate Social Responsibility (CSR). • The CSR policy is uploaded on Company website, www.kmsugar.com
Finance Committee	Shri Aditya Jhunjhunwala-Chairman Shri Subhash Chandra Agarwal-Member Shri S.K. Gupta-Member Shri. Bibhas Kumar Srivastav-Member1	• The committee review''s the Company''s proposed capital budget • The committee review''s Company''s Finances, Investments, requirement of fund and liaisoning with Bankers with the power to approve the new limits of the company as sanctioned by Bankers of the company etc.

Particulars of Loans, Guarantee or Investments

As per the requirement of section 186(4) of 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 38.8(c) to the financial statements. The Company is in compliance with the limits as prescribed under Section 186 of 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 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 - 6, in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.Transaction 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/pol ices-of-kmsml/#pol icy-on-related-pa rty-transaction-pursuant-to-regulations-23-of-sebi. There were no materially significant related party transactions which could have potential conflict with 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 38.8(c) to standalone and consolidated financial statements.

Key Financial Ratios

Key Financial Ratios for the financial year ended 31st March, 2024 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

Yours 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.

1

Audit committee has been reconstituted w.e.f 21-05-2024 as follows: -

Shri Bibhas Kr. Srivastava has been appointed as chairman of the committee Shri Sanjay Jhunjhunwala has been replaced with Shri Subhas Chand Agarwal Shri S.K Gupta has been replaced with Shri Sushil Solomon

* Nomination and remuneration committee has been reconstituted w.e.f 21-05-2024 as follows: -

Shri Sushil Solomon has been appointed as chairman of the committee Smt Madhu Mathur has been replaced with Smt Archna Agarwal Shri S.K Gupta has been replaced with Shri Bakshi Ram Yadav

* Stakeholders relationship committee has been reconstituted w.e.f 21-05-2024 as follows: -

Shri Bakshi Ram Yadav has been appointed as chairman of the committee in place of Shri S.K Gupta

Smt Madhu Mathur has been replaced with Smt Archna Agarwal

Shri Aditya Jhunjhunwala has been replaced with Shri Sanjay Jhunjhunwala

* Finance Committee has been reconstituted w.e.f 21-05-2024 as follows: -

Shri S.K Gupta has been replaced with Shri Bibhas Kr. Srivastava

---

Mar 31, 2023

Your directors have pleasure in placing the 50th Director''s Report along with the Audited Statement of Accounts for the year ended on 31st March, 2023.

Financial Performance Our Financial Highlights

EBITDA 8290 6009	PAT 4147 2624 2321		EPS 4.51 2.85 2.52
2020-21 2021-22 2022-23	2020-21 2021-22 2022-23		2020-21 2021-22 2022-23
The Financial performance of the Company during year ended 31st March 2023 and 31st March 2022 are as under: (Rs. in Lakhs)
	Standalone		Consolidated
	Year ended on 31st March, 2023	Year ended on 31st March, 2022	Year ended on 31st March, 2023	Year ended on 31st March, 2022
Profit before finance costs, depreciation and amortization and other comprehensive income	6105 8290 6105 8290
Less: Finance costs	1385	1179	1385	1179
Less: Depreciation and amortization expense	1587	1518	1587	1518
Profit before tax	3133	5593	3133	5593
Less: Tax expense	812	1447	812	1447
Profit for the year	2321	4147	2321	4147
Other comprehensive income (net of tax)	(28)	(78)	(28)	(78)
Total comprehensive income for the year	2293	4069	2293	4069
Earnings per equity share of Rs. 2/- each	2.52	4.51	2.52	4.51
Segmental Performance in FY 2022-23 Segment Revenue ( in Lakhs) Segmental Revenue Sugar ¦ Segmental Revenue Distillery ¦ Segmental Revenue Power		Segment Results Segmental Results Sugar Segmental Results Distillery ¦ Segmental Results Power
2020-21 2021-22 2022-23		2020-21 2021-22 2022-23

Adoption of Ind-As

In accordance with the Companies (Indian Accounting Standards) Rules, 2015 the Company has adopted Ind-AS for preparation of financial statements with effect from April 01,2017. The financial Statement for the year ended on March 31,2023 has been prepared in accordance with the Indian Accounting Standard (IND AS) notified under Section 133 of the Companies Act, 2013 reads with Companies (Accounts) Rules, 2014. The estimates and judgment relating to the Financial Statement are made on a prudence basics, so as to reflect a true and fair manner, the form and substance of transaction and reasonably present the Company''s state of Affairs, profits and cash flow for the year ended March 31,2023. Accordingly, the figures for the previous year are comparable.

Performance of Divisions: -

Sugar Division

The company crushed 1,10,18,947 Lacs quintals of cane and the Sugar sale was Rs. 49185 lacs during the year under review as against 1,16,72,437 Lacs quintals and Rs. 46444 lacs during the previous financial year. The other details are as under:

	Year ended 31-03-2023	Year ended 31-03-2022
Gross Working days	138	142
Total Cane Crushed (qtls.)	1,10,18,947	1,16,72,436.54
Sugar Produced (qtls)	11,91,250	13,30,787
Average Recovery	10.87%	11.40%
49185 46443 41332 39212 29658 Sugar Sales (In lacs)
2018-19 2019-20 2020-21 2021-22 2022-23 Co-Generation: During the year under report, the power generated by the company was as follows:-
	Year ended 31-03-2023	Year ended 31-03-2022
Gross Working days	145	148
Produced (in KWH)	6,47,99,355	7,55,66,245
Exported( in KWH)	2,72,01,766	4,25,38,688
Sales( in lacs)	883	1348
2972 1504 1604 Power Sales (in lacs) 1348 883
2018-19 2019-20 2020-21 2021-22 2022-23

Distillery During the year under report, Company Produced 99.62 lacs BL of Rectified Spirits and 89.90 Lacs BL of ethanol. The other details are as under:
Ethanol	Year ended 31-03-2023	Year ended 31-03-2022
Sales (Rs. in lacs)	4186	4204
Sales( BL in lacs)	87.00	91.40
Recovery Rate	22.58	22.30
Country Liqour
Production (In Lacs Cases)	479852	55261
Sale(In Lacs Cases)	469704	53505
	4621 4923	4894
Alcohol Sale (in lacs)		4204 4186
	2018-19 2019-20	2020-21 2021-22 2022-23

Dividend

Your Director have not recommended any dividend for the financial year ended 31st March, 2023.

Statutory Auditors

M/s. Mehrotra & Mehrotra., Chartered Accountants (FRN. 0226C), 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 till 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, 2023, 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 Secretaries were appointed as Secretarial Auditors of the Company for the year 2022-23 in the board meatting held on 08. 08. 2022 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit report and Annual Secretarial Compliance Report for FY

2022- 23 forms part of the Annual Report (Annexure to the Directors'' Report in Form MR-3) as annexed as Annexure-7 to this report and carries no qualifications, reservations, adverse remarks or disclaimers, which is self-explanatory and hence no explanations are required.

The Board in the meeting held on 05th August, 2023 appointed Ms. Pragati Gupta, Practicing Company Secretaries (Membership no. ACS-19302), as Secretarial Auditor of the Company for the financial year

2023- 24.

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 2023-24. 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, 2023.

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, 2023 did not contain any qualification, reservation, adverse remark or disclaimer. The Cost Audit Report for the year end 31st March, 2023 shall be made available by the Cost Auditor on or before 30th September, 2023.

Public Deposits

During the financial year ended 31-03-2023, the company has not accepted any public deposits.

MSME RETURN

MCA vide order dated 22nd January, 2019 directed all companies, who 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 MSME return within 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 2023-24 had 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 year ended on March 31, 2023 the applicable accounting standard have 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 Regulations, includes appointment of a Whistle Officer who will look into the matter, conduct 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 whistle blower through an e-mail, 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 Audit Committee and no cases under this mechanism were reported in the company and any of its subsidiary / associates.

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

14 | K. M. Sugar Mills Limited

Share Capital

The Paid-Up share equity Capital of the company as at March 31,2023 is Rs.18.40 Crores. During the year under review the company has not issued shares or convertible securities not granted stock option 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

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 were observed.

Risk Management

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.

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, prioritize, 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.

Corporate Social Responsibility

KMSML has adopted CSR since its inception. The activities are undertaken directly by the Company and also through trust engaged in promoting health care, preventive health check-ups etc. 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 Companies Act, 2013. The CSR policy of the Company, inter-alia, the activities, composition and meetings of 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 spent Rs151.19 lacs towards CSR as against its obligation Rs. 79.03 lacs. The Company has aligned 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-3

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 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 kind of risk.

Sugar industry being cyclical in nature, realizations get adversely affected during downturn. Higher cane price or higher production than the demand ultimately effects profitability. The Company has mitigated this risk by well integrated business model by diversifying into co-generation and distillation, thereby utilizing 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-8 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-4 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 Annual report.

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 incorporated on 23-02-2018 to manufacture of all types of spirits. Your Company had made a total investment of Rs. 5.00 Lacs in the Company. However the said subsidary is yet to commence its operation. 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-5. 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 subsidiary. 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 subsidiary, are available on the website of the Company. The Company will make available the annual report of 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 consolidated financial statement for the year ended at March 31, 2023.

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 subsidiary, are available on the website of the Company. The Company will make available the annual report of subsidiary Company upon request by any shareholder of the Company interested in obtaining the same.

Number of Meetings of the Board

The Board met four 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 executive Chairman, one is Managing Director, one is Joint Managing Director, one Executive Director and five are Independent directors including one women 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 company''s website at https://www.kmsugar.com/polices-of-kmsml/#policy-on-selection-remuneration-of-directors-kmp-and-other-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-8 of this Board Report

Induction & Changes in Directors

Shri Laksmikant 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 respectively.

Shri S.K. Gupta, Smt. Madhu Mathur, Shri Sushil Solomon, Shri Bibhas Kumar Srivastav and Shri Baskshi Ram yadav are the Non-Executive Independent Directors of the Company.

There is no Change in the Director during the reporting period.

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 L.K. Jhunjhunwala as the Chairman-cum-Whole time Director, Shri Aditya Jhunjhunwala, as a Managing Director, Shri Sanjay Jhunjhunwala, as a Jt. Managing Director and Shri S.C. Agarwal, as an Executive Director was approved by members at the Annual General Meeting held on 20-08-2019 for a period of five years w.e.f. 20-08-2019. Accordingly, after having been recommended by the Nomination & Remuneration Committee, the Board has recommended for their appointment in the Board meeting held on 05th August, 2023 for a period of 3 (three) years w.e.f. 01st April, 2024. Appropriate resolutions seeking your approval for the said appointments are appearing in the Notice convening the 50th 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 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 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 that is on 30th May, 2023. 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 Company''s belief that it is the collective effectiveness of the Board that impacts 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 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 shared the consolidated report with Chairman of the Board for his review and giving 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 interest 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 were carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process. Reports on 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, are as follows:

Name of the committee	Composition of the committee*	Highlights of duties, responsibilities and activities
Audit committee	Shri S.K Gupta- Chairman Shri. Bibhas Kumar Srivastav- Member Shri Sanjay Jhunjhunwala-Member	• All recommendations made by the committee during the year were accepted by the Board. • The Company has adopted the Whistle Blower Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud. • The Company has formed the Related Party Transaction Policy.
Nomination and remuneration committee	Shri S.K Gupta-Chairman Smt. Madhu Mathur-Member Shri Sushil Solomon Member	• The Committee oversees and administers executive compensation. • All recommendations made by the committee during the year were accepted by the Board.
Stakeholders relationship committee	Shri S.K Gupta-Chairman Smt. Madhu Mathur-Member Shri Aditya Jhunjhunwala-Member	• The Committee reviews and ensures redresses of investor grievances. • The committee noted that the grievances of the investors reported during the year, if any.
Corporate social responsibility committee	Shri L.K Jhunjhunwala-Chairman Shri Sanjay Jhunjhunwala-Member Shri Sushil Solomon-Member	• The Board as laid down the Company''s policy on Corporate Social Responsibility (CSR). • The CSR policy is uploaded on Company website, www.kmsugar.com
Finance Committee	Shri Aditya Jhunjhunwala-Chairman Shri Subhash Chandra Agarwal- Member Shri S.K. Gupta- Member	• The committee review''s the Company''s proposed capital budget • The committee review''s Company''s Finances, Investments, requirement of fund and liaisoningliaison with Bankers with the power to approve the new limits of the company as sanctioned by Bankers of the company etc.

Particulars of Loans, Guarantee or Investments

As per the requirement of section 186(4) of 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 36.8(c) to the financial statements. The Company is in compliance with the limits as prescribed under Section 186 of 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 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 - 6, in terms of Section 134(3)(h) read with Section 188of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.Transaction with the related party entered by

Date: 05.08.2023 Place: Lucknow

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. There were no materially significant related party transactions which could have potential conflict with 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 38.8(c) to standalone and consolidated financial statements.

Key Financial Ratios

Key Financial Ratios for the financial year ended 31st March, 2023 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

Yours 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 Chairman Din: 01854647

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Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

The Directors have pleasure in placing the 45th Directors'' Report along with the Audited Statement of Accounts for the year ended on 31st March, 2018.

Financial Performance

The Financial performance of the Company during the year ended 31st March 2018 as under :

Performance of Divisions:-Sugar Division

Crushing season till 31st March, 2018 consisted of sugar seasons of 2017. The company has crushed 103.26 Lacs qtls. of cane and the season was for 138 days. Sugar sale was Rs. 39204.87 lacs during the year under review as against Rs.28182.49 lacs during the previous financial year. The other details are as under :

	Year 31-03-2018	Year 31-03-2017
Gross Working days	138	121
Total Cane Crushed (qtls .)	10326624	8832402
White sugar Produced (qtls)	994395	859577
Average Recovery	9.72%	9.76%

	For the year ended as at	For year ended as at
	31st March, 2018	3 1st March, 2017
	(Rs. in Lacs)	(Rs. in Lacs)
Profit before interest, depreciation & tax	5349	5754
Less: Interest	-1072	-851
Depreciation	-1345	-974
Profit before tax	2932	3929
Provision for taxation	0	-115
Provision for taxation (deferred)	-1045	-102
Net Profit before extraordinary Items	1887	3712
Add: Extra-ordinary item	0	-21
Net Profit	1887	3691
Earnings Per Share of Rs 2/- each	2.05	4.03

Overall Performance

For the year ended on 31st March, 2018, sales stood at Rs. 46978.32 Lacs (net of excise duty) against the Rs. 335302.87 Lacs (net of excise duty) of previous financial year ended as at 31-03-2017). During the financial year under review, the company had no trading of sugar, whereas during the preceding financial year sugar trading was Rs. 1127.57 lacs). Profit after interest and depreciation stood at Rs.

2932.00 Lacs as against the profit of Rs. 3929.00 Lacs in the previous year. Profit after tax for the year ended March 31, 2018 was Rs.1886.68 Lacs compared to profit of Rs. 3690.87 Lacs in the previous year.

Dividend

Your directors have not recommended any dividend for the financial year ended 31st March 2018.

Transfer to reserves :

The entire surplus of Rs. 1886.68 lacs has been transferred to Other Equity.

Finance and Accounts

As mandated by the Ministry of Corporate Affairs, the financial Statement for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standard (IND AS) notified under Section 133 of the Companies Act, 2013 reads with Companies (Accounts) Rules, 2014. The estimates and judgment relating to the Financial Statement are made on a prudence basics, so as to reflect a true and fair manner, the form and substance of transaction and reasonably present the Company''s state of Affairs, profits and cash flow for the year ended March 31, 2018. Accordingly, the figures for the previous year have been recanted as and where required to make these comparable.

Distillery :

During the year ended as at 31-03-2018, Company Produced 105.11 Lacs BL of Rectified Spirit with a recovery of 22.63 % , which is better in comparison of preceding year production of 103.45 Lacs BL. with a recovery of 22.41%. Sale of RS was Rs.4211 Lacs as against Rs. 4125 Lacs.

Co-Generation:

During the crushing season under report, the company produced 7,90,97,890 KWH power and exported 4,76,63,795 KWH to UPPCL. Power sale was Rs. 2183 lacs as against Rs. 1749 lacs.

Company, retire by rotation u/s 152 of the Companies Act,

2013 and being eligible, offered themselves for reappointment at the ensuing Annual General Meeting. Dr. Kirti Singh, Director of the Company resigned and the Board placed its gratitude on record for his valuable guidance, advise and suggestions to the Company during his tenure. The Company appointed Dr. S.B Singh as Additional Director in the Board meeting held on 12th February 2018. The Company has received a notice from a shareholder proposing his candidature for the office of the Director of the Company under sections 149, 152 and 160 of The Companies Act, 2013 along with requisite fees of Rs.1,00,000/- through cheque no. 107 dated 03-07-2018 drawn on HDFC Bank in this regard. The Board also recommended his appointment as Independent Director of the Company u/s 160 of the Companies Act,2013 in the ensuring AGM.

Public Deposits

During the financial year ended 31-03-2018, the company has not accepted any public deposits.

Corporate Debt Restructuring-(CDR)

The Company has successfully exit from CDR vide CDR EG letter dated 26-07-2017 and remitted the full payment against RoR during the year under review.

Listing Agreement

The equity shares of the company are listed with the Bombay Stock Exchange Limited and National Stock Exchange Limited and listing fees for 2018-19 had 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 year ended on March 31, 2018 the applicable accounting standard have 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.

Auditors

M/s. Agiwal & Co, Chartered Accountants, New Delhi, Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offered themselves for reappointment. They have furnished a certificate to the effect that their proposed reappointment, if made, will be in accordance within the limits specified u/s 139 of the Companies Act, 2013. Pursuant to the provisions of Section 139, 142 and other applicable provisions, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 the existing Auditors can be re-appointed to hold office maximum up to the conclusion of 49th Annual general meeting of the Company. Accordingly the Board propose for reappointment of existing Auditors M/s. Agiwal & Co, Chartered Accountants, New Delhi to hold office up to the conclusion of 49th Annual General Meeting on such remuneration plus Goods and service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the said Auditors.

However, their appointment as Statutory Auditors of the Company shall also be required to be ratified by the Members at every Annual General Meeting.

Auditors'' Report

The comments on the statement of account referred to in the report of the auditors are self-explanatory, and explained in the appropriate Notes to the Accounts. Secretarial Auditors

Ms. Pragati Gupta, Practicing Company Secretaries were appointed as Secretarial Auditors of the Company for the year 2017-18 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit report for FY 2017-18 forms part of the Annual Report (Annexure to the Directors'' Report in Form MR- 3) as annexed as Annexure-9 to this report and carries no qualifications, reservations, adverse remarks or disclaimers and hence no explanations are required.

The Board appointed Ms. Pragati Gupta, Practicing Company Secretaries (Membership no. ACS- 19302) , as Secretarial Auditor of the Company for the financial year 2018-19.

Cost Auditors

The Central Government approved the appointment of M/s. Aman Malviya & Company, Cost Auditor, Lucknow as Cost Auditors for conducting Cost Audit for Sugar and Industrial Alcohol businesses for the year 31st March 2018, report of which was placed before the Board. The Board approved their appointment for the year 2018-19 and their remuneration is subject to approval by the Company in the forthcoming Annual General Meeting.

Directors

At the ensuing Annual General Meeting Shri Sanjay Jhunjhunwala and Shri S. C. Agarwal, Directors of the prioritize, 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.

Corporate Social Responsibility

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 Companies Act, 2013. The CSR policy of the Company, interalia , list the activities that can undertake or supported by the Company for CSR, composition and meetings of 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 spent Rs.32.00 lacs towards CSR as against its obligation Rs.38.02 lacs. The Board ensured that balance amount of Rs. 6.02 Lacs on CSR will be spent during the forthcoming Financial Year 2018-19. The details of CSR activities undertaken by the company are mentioned in the prescribed format in the Annexure -4 to this report. 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 annexure to this report.

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 2'' 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 Ms. Pragati Gupta, confirming the compliance of the conditions on Corporate Governance is attached as 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''.

(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 Regulations, includes appointment of a Whistle Officer who will look into the matter, conduct 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 whistle blower through an e-mail, 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 Audit Committee and no cases under this mechanism were reported in the company and any of its subsidiary / associates.

The Policy on vigil mechanism and whistle blower policy has been uploaded on the Company''s website at the link: http://www.kmsugar.com.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith in form no. MGT-9 as Annexure -7 to this Report. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were 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,

Requirements) Regulations,2015.

Board Evaluation

Pursuant to the requirement of the Companies Act, 2013, the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board as explained under the Corporate Governance section of this Annual Report. In a separate meeting of Independent Directors, performance of Non Independent Directors was evaluated.

Committees of The Board

Currently, the Board has 4 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, are as follows:

Name of the	Composition of the	Highlights of duties,
committee	committee	responsibilities and activities
Audit committee	Mr.H.P Singhania-Chairman	0 All recommendations
	Mr.R.S Shukla-Member	made by the committee
	Mr.Sanjay Jhunjhunwala-	during the year were
	Member	accepted by the Board.
	Mr.S.K Gupta-Memb er	0 The Company has adopted the Whistle Blower Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud. 0 The Company has formed the Related Party Transaction Policy.
Nomination and	Mr.H.P Singhania-Chairman	0 The Committee oversees
remuneration	Mr.R.S Shukla-Member	and administers executive
committee	Mr.S.K Gupta-Member	compensation. 0 All recommendations made by the committee during the year were accepted by the Board.
Stakeholders	Mr.H.P Singhania-Chairman	0 The Committee reviews
relationship	Mr.R.S Shukla-Member	and ensures redressal of
committee	Mr.Aditya Jhunjhunwala-	investor grievances.
	Member	0 The committee noted that
	Mr.S.K Gupta-Member	the grievances of the investors reported during the year, if any.
Corporate social	Mr.L.K Jhunjhunwala-	0 The Board as laid down
responsibility	Chairman	the Company''s policy on
committee	Mr.Sanjay Jhunjhunwala-	Corporate Social
	Member	Responsibility (CSR).
	Mr.S.K Gupta-Member	0 The CSR policy is uploaded on Company website, www.kmsugar.com

Particulars of Loans, Guarantee or Investments

As per the requirement of section 186(4) of 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

Industrial Relation

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

Subsidiary Company

The Company has now no subsidiary Company as it had sold its Equity holding in M/s. K.M. Energy Private Limited during the year under review.

Number Of Meetings Of The Board

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

Policy on Directors'' Appointment And Remuneration

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. As at year end, the Board consists of 10 members, one of whom is Managing Director, three of whom are Whole-time directors, five are Independent directors and one is a Nominee director . The Company has five Independent Directors and all are qualified personnel with requisite qualifications, experience, positive attributes and satisfy all the criteria as set out under Schedule IV of Companies Act, 2013. These Independent Directors are only eligible for sitting fees for attending Board meetings and Committee meetings and other out of pocket expenses duly made for attending meetings of the Board or any committee of the Board thereof. Remuneration proposed for Whole Time Directors is in accordance with the Remuneration Policy approved by Nomination and Remuneration Committee of the Board. 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 ratify them, with or without modifications.

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 2 of this Board Report. Declaration by Independent Directors As per the requirement of section 149(7), the Company 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 SEBI ( Listing Obligations and Disclosure financial statements. The Company is in compliance with the limits as prescribed under Section 186 of Companies Act, 2013 read with rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014.

Particulars of contracts or arrangements with Related Party

The Company''s policy on related party transactions may be accessed on the Company''s website at http://www.kmsugar.com. Particulars of contracts or arrangements with Related Parties referred in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Note to Accounts no. 35.17 and also in Form AOC-2 as Annexure-6.

Material Changes and Commitments Affecting Financial position between the end of the Financial Year and Date of Report.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Acknowledgment

Yours 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 cooperation 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 Chairman

Date:07.08.2018

Place:Lucknow

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Mar 31, 2015

The Directors have pleasure in placing the 42nd Director's Report along with the Audited Statement of Accounts for 18 months ended on 31st March, 2015. It is also pertinent to mention here that in terms of the requirement of section 2(41) of the Companies Act, 2013, the Company aligned its financial year from April- March. Hence, accounts for the 18 months started on 1st October 2013 to 31st March, 2015 are being placed. Further, subsequent financial years of the Company shall begin on 1st April and end as on 31st March.

Financial Performance

The Financial performance of the Company during the year 18 months ended 31st March 2015 as under:

(Rupees in Lacs) For 18 as at Months 30th ended as at September, 31st 2013 March,2015 (Rs.) (Rs.)

Profit before interest, 3700 3504 depreciation & tax

Less: Interest (1373) (1324)

Depreciation (1426) (901)

Profit before tax 901 1279

Provision for taxation (including (103) -

FBT) (49) (19)

Provision for taxation (deferred)

Net Profit before extraordinary 749 1260 Items

Add: Extra ordinary item (0) (0)

Net Profit 749 1260

Earning Per Share of Rs 2/- each 0.81 1.37

Overall Performance

For the period of 18 months ended on 31st March, 2015, sales stood at Rs. 55044.84 Lacs (net of excise duty) against the Rs. 27258.79 (net of excise duty) of previous financial year 2012-13( 12months ended on 30-09-2013). During the financial year under review, the company had done trading of sugar for Rs. 1330.34 lacs whereas during the preceding financial year sugar trading was Nil). Profit after interest and depreciation stood at Rs. 901 Lacs as against the profit of Rs. 1279 Lacs in preceding year. Profit after tax for the 18 months ended March 31, 2015 was Rs.749 Lacs compared to profit of Rs. 1260 Lacs in the preceding year.

Dividend

Due to accumulated losses your directors have not recommended any dividend for the financial year ended 31st March 2015.

Transfer to reserves:

Performance of Divisions:- Sugar Division

Crushing season till 31st March, 2015 consisted of two sugar seasons for 18 months for the Company. The company has crushed 183.48 Lacs qtls. of cane and the season ran for 263 days. Sugar sale was Rs.47441 lacs as against Rs.23249 lacs. The other details are as under:

18 months Season ended 2012-2013 31-03-2015 (12 months)

Gross Working days 263 142

Total Cane Crushed (qtls.) 18348401 9156678

White sugar Produced 1708881 877655 (qtls)

Average Recovery 9.32% 9.60%

Co-Generation:

During the crushing season reported the company produced 16,44,42,230 KWH power and exported 9,82,95,057 KWH to UPPCL. Power sale was Rs.4668 lacs as against Rs.2395 lacs.

Distillery

During the 18 months ended as at 31-03-2015, Company Produced 167.48 Lacs BL of Rectified Spirit with a recovery of 21.12% which is better in comparison of preceding year production of 85.96 Lacs BL. with a recovery of 20.41% during preceding Financial Year 2012-2013 ( twelve months). Sale of RS and Country liquor were Rs.6475 lacs as against Rs.2587 lacs

Reference to BIFR Under Section 15 and Other Applicable provisions of the Chapter III of the Sick Industrial Companies ( Special Provisos ) Act , 1985

As mentioned in the last report that due to erosion of the Net worth of the Company, the reference was registered with the Board for Industrial and Financial Reconstruction (BIFR) in terms of the provisions of the Sick Industrial Companies ( Special Provisions) Act , 1985 on 28-02-2013 on the basis of audited accounts for the year ended 30th September,2012. The reference made with BIFR is still pending.

Auditors

M/s. Mehrotra & Mehrotra, Chartered Accountants, New Delhi, Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that their proposed reappointment, if made, will be in accordance within the limits specified u/s 139 of the Companies Act, 2013. Pursuant to the provisions of Section 139, 142 and other applicable provisions, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 the existing Auditors can be re-appointed to hold office maximum up to the conclusion of 44th Annual general meeting of the Company, where after new Auditor shall be required to be appointed. Accordingly the Board propose for re- appointment of existing Auditors to hold office up to the conclusion of 44th Annual General Meeting for audit of financial statements for year ending at 31st March, 2017, subject to ratification their continuance by shareholders at annual general meeting.

Auditors' Report

The comments on the statement of account referred to in the report of the auditors are self-explanatory, and explained in the appropriate notes to the accounts.

Secretarial Auditors

M/s Amit Gupta & Associates, Practicing Company Secretaries were appointed as secretarial auditors of the Company for the year 2013-15 as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report for FY 2013-15 forms part of the Annual Report (Annexure to the Directors' Report in Form MR. 3) and carries no qualifications, reservations, adverse remarks or disclaimers and hence no explanations are required. The Board has further appointed M/s Amit Gupta & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for the financial year 2015-16.

Cost Auditors

The Central Government approved the appointment of M/s. Aman Malviya & Company, Cost Auditor, Lucknow as Cost Auditors for conducting Cost Audit for Sugar and Industrial Alcohol businesses for the 18 months ended 31st March 2015, report of which shall be submitted in due course of time The Board has approved their appointment for the year 2015-16 and their remuneration is subject to approval by the Company in the forthcoming Annual General Meeting.

Directors

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

Ms. Shruti Modi who was appointed as an Additional Director of the Company by passing a resolution by circulation on 30-03-2015, resigned on 28-05-2015. Further, Shri L.K. Jhunjhunwala, Chairman-cum- Director, Shri Aditya Jhunjhunwala, Managing Director, Shri Sanjay Jhunjhunwala, Jt. Managing Director and Shri S.C. Agarwal, Executive Director were appointed at the Annual General Meeting held on 19-03-2012 for a period of three years w.e.f. 1st March,2013 to 28th February,2015 and their term expire thereafter. After having been recommended by the Nomination & Remuneration Committee of the Company, the Board recommended their appointment in the Board meeting held on 14-02-2015 for a period of 5 ( five ) years w.e.f. 1st March,2015 to 29th February,2020. Mrs. Madhu Mathur were appointed as Independent Directors of the Company by the Board in their meetings held on 28-05-2015 and Mr. H.P. Singhania, Mr. S.K. Gupta, Dr. Kirti Singh and Mr. R.S. Shukla were appointed as Independent Directors of the Company by the Board in their meetings held on 11-08-2015 respectively, subject to approval of the shareholders at general meeting. In terms of Section 149, 150 and 152 read with Schedule IV and any other applicable provisions, if any of the Companies Act, 2013 and rules made thereunder and Clause 49 of the Listing Agreement, the approval of the shareholders is sought for their appointment as Independent Directors for a term of five consecutive years from the original date of appointment. The Board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail their services.

Public Deposits

During the financial year ended 31-03-2015 for the period 18 of months, the company has not accepted any public deposits.

Listing Agreement

The equity shares of the company are listed with the Bombay Stock Exchange Limited and National Stock Exchange Limited and listing fees for 2015-16 had 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 18 months ended on March 31, 2015 the applicable accounting standard have 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 Clause 49 of Listing Agreement, 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 detailed investigation and take appropriate disciplinary action. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Whistle Blower Officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy will be uploaded very soon on the Company's website at the link: http://www.kmsugar.com. During the year under review, no employee was denied access to Whistle Blower Officer or Audit Committee.

Extract of annual return

Extract of Annual Return of the Company is annexed herewith in form no. MGT-9 as Annexure 7 to this Report.

Internal financial controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Risk management

The Company aims to have a formalised 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.

During the year, the Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in:

- Reviewing and approving the Company's Risk

Management Policy so that it is consistent with the Company's objectives; and ? Ensuring that all the risks that the Company faces such as strategic, operational, financial, compliance and other risks are identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Committee. The policy on Risk Management will be uploaded very soon on the Company' s websi te at the link: http://www.kmsugar.com

The objective of the Company's risk management process is to support a structured and consistent approach to identify, prioritize, 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.

Corporate social responsibility

The Company strongly believes in concept of sustainable development and is committed to operate and grow its operations in a socially and environmentally responsible way. Our vision is to expand our operations whilst reducing the environmental impact of our operations and increasing the positive social impact on our community. As per the Companies Act, 2013, all companies with a net worth of Rs. 100 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the Board of Directors comprising of three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the company's immediately preceding three financial years on CSR activities. The provision regarding CSR were not applicable on the Company during the period under report.

The Company has duly constituted a Corporate Social Responsibility (CSR) Committee pursuant to the requirement of Section 135(1) of Companies Act, 2013 and the Rules made thereunder.

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 Annx-1.

Research and Development

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

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 2' and forms part of this Report.

Corporate Governance

As stipulated in Clause 49 of the Listing Agreement, a separate section on Corporate Governance forming part of the Directors' Report and Management Discussion & Analysis Report and the certificate from Practicing Company Secretary confirming the compliance of the conditions on Corporate Governance are included in the Annual Report. The Report on Corporate Governance is attached as Annexure-3 to this report. A certificate from M/s. Amit Gupta & Associates, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under 49 of the Listing Agreement is also annexed 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-4'.

Industrial Relation

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

Subsidiary Company

Your Company has a subsidiary a company viz. M/s. K.M. Energy Private Limited, incorporated on 01-12- 2014 for setting up of Solar Power Project. There was no operational activities during the period under review. However, this company has loss Rs.6.77 lacs for the year ended 31-03-2015. Further, your Company had given a loan of Rs.285.00 lacs to it at interest @10%. 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 Annex.5 The consolidated financial statements presented by the Company include financial information of its subsidiary prepared in compliance with applicable Accounting Standards.

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

Number of meetings of the Board

The Board met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Listing Agreement.

Policy on directors' appointment and remuneration

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. As at year end, the Board consists of 10 members, four of whom are Whole-time directors, five are Independent directors and one is a Nominee director. The Company has five independent directors and all are qualified personnel with requisite qualifications, experience, positive attributes and satisfy all the criteria as set out under Schedule IV of Companies Act, 2013. These appointees are only eligible for sitting fees for attending Board meetings and Committee meetings and other out of pocket expenses duly made for attending meetings of the Board or any committee of the Board thereof. Remuneration proposed for whole time directors is in accordance withj the Remuneration Policy approved by Nomination and Remuneration Committee of the Board.

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 ratify them, with or without modifications. 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 2 of this Board Report.

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 Clause 49 of the Listing Agreement.

Board evaluation

Pursuant to the requirement of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Act states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board as explained under the Corporate Governance section of this Annual Report. In a separate meeting of independent Directors, performance of non-independent directors was evaluated.

Committees of the board

Currently, the Board has 4 nos of 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, are as follows:

Particulars of Loans, Guarantee or Investments

As per the requirement of section 186(4) of 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 standalone financial statements. The Company is in compliance with the limits as prescribed under Section 186 of Companies Act, 2013 read with rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014.

Particulars of contracts or arrangements with Related Party

The Company's policy on related party transactions may be accessed on the Company's website at http://www.kmsugar.com.. Particulars of contracts or arrangements with Related Parties referred in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given Not to Accounts no.2.29-(12-D) also in Form AOC-2 as Annexure-6.

Material changes and commitments affecting financial position between the end of the financial year and date of report

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Acknowledgement

Yours 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

Chairman

Date : 11.08.2015 Place: Lucknow

---

Sep 30, 2013

The Directors have pleasure in placing the 41st Director''s Report along with the Audited Statement of Accounts for the financial year ended on 30th September, 2013.

Financial Performance

The Financial performance of the Company during the year 2012-13 as under: (Rupees in Lacs)

2012- 2011- 2013 2012

Profit before interest, depreciation & tax 3504 1862

Less: Interest (1324) (1390)

Depreciation (901) (1034)

Profit before tax 1279 (562)

Provision for taxation (including FBT)

Provision for taxation (deferred) (19) (62)

Net Profit before extraordinary Items 1260 (624)

Add: Extra ordinary item (0) (0)

Net Profit 1260 (624)

Earning Per Share of Rs 2/ - each 1.37 0.68

Overall Performance

For the year ended on 30th September, 2013 sales stood at Rs. 27258.79 Lacs (net of excise duty) against the Rs. 25456.41 (net of excise duty) of last year. During the financial year under review, the company had done trading of sugar for Rs. Nil lacs whereas during the preceding financial yeartrading activity was done for Rs. 1330.34 lacs). Profit after interest and depreciation stood at Rs. 1279 Lacs as against the loss of Rs. 562. Lacs in preceding year. Profit after tax for the year ended September 30, 2013 was Rs.1260 Lacs compared to loss of Rs. 624 Lacs in the preceding year.

Dividend

Due to accumulated losses your directors have not recommended any dividend for the financial year ended September30,2013.

Performance of Divisions:- Sugar Division Crushing season 2012-2013 was comparatively a long Season for the Company. The company has crushed 91.57 Lacs qtls. of cane and the season ran for 142 days. The other details are as under:

Co-Generation:

During the crushing season reported the company produced 8,06,32,125 KWH power and exported 5,78,05,627 KWH to UPPCL.

Distillery

The year 2012-2013 Company Produced 85.96 Lacs BL of Rectified Spirit with recovery of 20.41% which is much better in comparison of preceding year production of 71.51 Lacs BL. , but recovery has decreased by 0.63% from preceding Financial Year 2011-2012.

In current year 2013-14, the Company expects better margins due to increase in alcohol price in the market.

Reference to BIFR Under Section 15 and Other Applicable provisions of the Chapter III of the Sick Industrial Companies ( Special Provisos ) Act , 1985

It was reported in the last report that the Net worth of the Company was completely eroded during the financial year 2011-12 and accordingly a reference was registered with the Board for Industrial and Financial Reconstruction (BIFR) as required by the provisions of the Sick Industrial Companies ( Special Provisions) Act, 1985 on 28-02-2013. Auditors

M/s. Mehrotra & Mehrotra, Chartered Accountants, New Delhi, Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that their proposed reappointment, if made, will be in accordance within the limits specified u/s 224 (IB) of the Companies Act, 1956. Auditors'' Report

The comments on the statement of account referred to in the report of the auditors are self-explanatory, and explained in the appropriate notes to the accounts. Cost Auditors

The Central Government approved the appointment of M/s. Aman Malviya & Company, Cost Auditor, Lucknow as Cost Auditors for conducting Cost Audit for Sugar and Industrial Alcohol businesses for the financialyear2013-14. Directors

Mr. P. N .Mathur was appointed as the Nominee Director in the meeting of the Board of Directors of the Company held on 10-08-2013, pursuant to Clause 41of Annexurel of CDR and letter of approval dated 27-03-2012. Mr. P.N. Mathur is Circle Head, Punjab National Bank, Lucknow Circle and has a vast experience in Banking services. His guidance and suggestions will be in the interest of the Company. The Board recommended his appointment as Director, subject to confirmation by the Shareholders in the General Meeting.

At the ensuing Annual General Meeting Shri Sanjay Jhunjhunwala and Shri Subhash Chandra Agarwal Directors of your Company, retire by rotation u/s 256 of the Companies Act, 1956 and are being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Public Deposits

During the year 2012-2013 the company has not accepted any public deposits.

Listing Agreement

The equity shares of the company are listed with the Bombay Stock Exchange Limited and National Stock

Exchange Limited.

Directors''Responsibility Statement

In pursuance of sub-section (2AA) of Section 217 of the Companies Act, 1956, 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 September 30, 2013 the applicable accounting standard have 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, 1956, 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. Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

The particulars required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 are given in ''Annexure 1'' and forms part of this Report.

Particulars of Employees

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are given in ''Annexure 2'' and forms part of this Report.

Corporate Governance

The Directors'' Report on Corporate Governance is attached as Annexure-3 to this report. A certificate from M/s. Amit Gupta & Associates, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under 49 of the Listing Agreement is also annexed 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-4''.

Research and Development

The details relating to Research and Development activities carried out by the company during the year are stated in Form B of the this report as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Industrial Relation

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

Acknowledgements

Yours Directors place on record their acknowledgment 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/-

Date: 08.02.2014 L K.Jhunjhunwala

Place: Lucknaw Chairman

---

Sep 30, 2012

To, The Members,

The Directors have pleasure in placing the director''s report along with the Audited Statement of Accounts for the financial year ended on 30th September, 2012.

Financial Performance

The Financial performance of the Company during the year 2011-2012 as under:

(Rupees in Lacs)

2011- 2010- 2012 2011

Profit before interest, depreciation & tax 1862 1571

Less: Interest (1390) (1420)

Depreciation (1034) (1229)

Profit before tax (562) (1078)

Provision for taxation (including FBT)

Provision for taxation (deferred) (62) (47)

Net Profit (624) (1125)

Earning Per Share of Rs 2/- each (0.68) (1.22)

Overall Performance

For the year ended on 30th September, 2012 sales stood at Rs. 25471.35 Lacs (net of excise duty) against the Rs. 28707.11 (net of excise duty) of last year. During the last financial year the company had done trading of sugar for Rs. 6837.87 lacs whereas during the reported financial year trading activity was done for Rs. 8206.96 lacs). Loss after interest and depreciation stood at Rs. 562 Lacs against the loss of Rs. 1078 Lacs in last year. Loss after tax for the year ended September 30, 2012 was Rs. 624 Lacs compared to loss of Rs. 1125 Lacs of the previous year.

Dividend

Rue to accumulated losses your directors have not declared any dividend for the financial year ended September 30,2012

Performance of Divisions

Sugar Division

Crushing seasbn 2011-2012 was long Season for the Company. The company has crushed 68.41 Lacs qtl. and the season runs for 116 days. The other details are asunder:

Season Season

2011-2012 2010-2011

Gross Working days 116 104

Total Cane Crushed (qtls.) 6841970.96 5485290.31

White sugar Produced (qtls) 653710 517375

Average Recovery 9.57% 9.45%

Cane Management

Cane management is the most indispensable part of the whole sugar manufacturing process. It is said "Sugar is produced in the field and extracted in the factory ''''This makes the Cane management as most important part of the Sugar Industry. The Uttar Pradesh Government through an order dated 08.11.2012 , raised the State Advised Cane Price ( SAP ) for the early maturing varieties from Rs. 205/- per quintals for the Sugar Season 2010-2011 to Rs. 240/- per quintal forthe Sugar Season 2011-2012 and that for the early maturing varieties from Rs 210/- per quintals to Rs. 250/- per quintal. For the rejected varieties, the SAP was raised from Rs. 200/- perquintalto Rs. 235/- perquintal. Sugar Mills in UP pay SAP for sugar cane which historically is significantly higher than the FRP fixed by the Central Government.

Co-Generation:

During the crushing season reported the company produced only 56949160 MWh power and exported 40005496 MWh to UPPCL.

Distillery

During the year 2011-2012 Company Produced 71.510 Lacs BL of Rectified Spirit with recovery of 21.04%, which is much better in Comparison of last year production of 53.98 Lacs BL. and has improved the recovery by 0.44% from last Financial Year 2010-2011

Reference to BIFR Under Section 15 and other Applicable provisions of the Chapter III of the Sick Industrial Companies (Special Provisions) Act , 1985

The Net worth of the Company has fully eroded. Accordingly the Directors have filed a reference with the Board for Industrial and Financial Reconstruction (BIFR) as required by the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985

Auditors

M/s. Mehrotra & Mehrotra, Chartered Accountants, New Delhi, Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that their proposed reappointment, if made, will be in accordance within the limits specified u/s 224 (IB) of the Companies Act, 1956.

Auditors'' Report

The comments on the statement of account referred to in the report of the auditors are self-explanatory, and explained in the appropriate notes to the accounts.

Directors

At the Annual General Meeting Shri H P

Singhania and Shri S K Gupta both are independent f2f$|jS@ors of your Company are due to retire by lifSlation u/s 256 of the Companies Act, 1956. They are eligible for re-appointment and offer themselves for the same

Public Deposits

During the year 2011-2012 the company has not accepted any public deposits.

Listing Agreement

The equity shares of the company are listed with the Bombay Stock Exchange Limited and National Stock Exchange Limited.

Directors'' Responsibility Statement

In pursuance of sub-section (2AA) of Section 217 of the Companies Act, 1956, 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 September 30, 2012 the applicable accounting standard have been followed by the Company.

(ii) that the directors of the company have selected such accounting policies, applied them consistently, made judgments 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 loss 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, 1956, 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.

Conservation Of Energy, Technology Absorption and Foreign Exchange and Outgo

The particulars required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 are given in ''Annexure 1'' and forms this Report.

Particulars of Employees ;

Particulars of employees as required "|Ser 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are given in ''Annexure 2'' and forms part of this Report.

Corporate Governance

A certificate from M/s. Amit Gupta & Associates, Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the report on Corporate Governance is attached 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.

Research and Development

The details relating to Research and Development activities carried out by the company during the year are stated in Form B of the this report as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Industrial Relation

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

Acknowledgments

Yours Directors place on record their acknowledgment 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

K. M. Sugar Mills Ltd.

Sd/-

Date: 11.02.2013 L.K. Jhunjhunwala

Place: Lucknow Chairman

---

Sep 30, 2010

The Directors have pleasure in placing the directors report along with the Audited Statement of Accounts for the financial year ended on 30th September, 2010.

Financial Performance

The Financial performance of the company during the year 2009-10 is as under: 2009-10 2008-09

Profit before interest, depreciation & tax 172 3203

Less: Interest (1284) (1196)

Depreciation (1359) (1581)

Profit before tax (2471) 426

Provision for taxation (including FBT) (2)

Provision for taxation (deferred) (643) (36)

Net Profit before extraordinary Items (1828) 460

Add: Extra ordinary item (1) (39)

Net Profit (1829) 421

Add: Balance brought forward from Previous year (2548) (2967)

Transfer to Molasses Reserve Fund (3) (2)

Amount available for Appropriation (4380) (2548)

Transfer to general reserve NIL NIL

Balance carried to Balance Sheet (4680) (2548)

Overall Performance

For the year ended on 30th September, 2010 your company recorded sales of Rs. 1782.45 lacs(net of excise duty) against the Rs. 1511.18 Lacs (net of excise duty) of last year. During the last financial year the company had done trading of sugar for Rs. 1760.98 Lacs whereas during the reported financial year trading activity was done only for Rs. 749.79 Lacs . Loss after interest and depreciation stood at Rs.2471 lacs against the Profit of Rs. 426 Lacs in last year. Loss after tax for the year ended September 30,2010 was Rs. 1829 Lacs compared to profit of Rs. 421 iacs of the previous year.

Dividend

Your directors have not declared any dividend for the financial year ended September 30,2010.

Performance of Divisions

Sugar Division

During crushing Season 2009-10, the company has crushed 5070800.71 qtl. and the season ran for 93 days. The other details are as under:

Season 2009-10 Season 2008-09

Gross Working days 93 79

Total Cane Crushed (qtls.) 5070800.71 3274866.32

Average cane crushed per day (qtls.) 54524.74 41514.01

Average Recovery 8.97%_8.92%

Cane Management

Sugar Cane is the primary raw material for this business and

constitutes the majority portion of the cost, therefore, the cane management is one of the most essential part of the sugar manufacturing process. The quality as well as price of sugar cane determines the prospects of the company. For the season 2009-10 the State Government of Uttar Pradesh announced State advised price of cane at Rs. 165 per qtl., an approximately 18% increase over the last year price of Rs. 140 per Qtl. The Central Government provided a mechanism for Fair & Remunerative Price for cane which stood at Rs. 129.85 per qtl. which represented an increase of 60% against the earlier practice of fixing Statutory Minimun of Rs. 81.18 per qtl. However, because of the overall shdrtage of cane and the price hike of the sugar in domestic market the sugar mill paid a higher price for cane. Moreover, to meet the challenges of low sugar cane yield the company has started immense drive for cane development in the area by distributing pesticides, seeds, fertilizers etc. We are expecting good sugar cane during the current season 2010-11.

Co-Generation:

Sugar is a power demanding business and the saving grace lies in the Companys ability to generate power from sugar by- product bagasse. The bagasse- based Co- generation units qualify as a Clean Development Mechanism (CDM) project that helps the company to earn the carbon credits. The company has an exportable surplus of 20 MW Co- generation capacities.

Distillery The year2009-10

During the year the production of Alcohol increased by 25% in comparison of last sugar season. But due to higher cane price vis-a-vis higher Molasses price the cost of Production increased, however the Alcohol price in Market did not pick up in proportion to Molasses price, which increased the loss of the unit.

The Company expect better Alcohol Price in current season 2010-11 due to blending of Etnanol restarted by Petroleum Companies. In the other hand the company also expect better cane crushing during current season, which will increase availability of captive Motasses as well as molasses in market.

Auditors

M/s. Mehrotra & Mehrotra, Chartered Accountants, New Delhi, Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that their proposed reappointment, if made, will be in accordance within the limits specified u/s 224 (1B) of the Companies Act, 1956.

AuditorsReport

The comments on the statement of account referred to in the report of the auditors are self-explanatory, and explained in the appropriate notes to the accounts. Directors

At the ensuing Annual General Meeting Shri H.P. Singhania, Shri R. S. Shukla, Shri S. K. Gupta, Dr. Kirti Singh and Shri S. C. Agrawal Directors of your Company are retiring by rotation and being eligible offer themselves for re-appointment.

Public Deposits

During the year 2009-10 the company has not accepted any public deposits.

Listing Agreement

The equity shares of the company are listed with the Bombay Stock Exchange Limited and National Stock Exchange Limited. The suspension of trading from National Stock Exchange of India Ltd. has been revoked during the year 2009-10. The company has completed all the compliances relating to listing agreement.

Directors Responsibility Statement

In pursuance of sub-section (2AA) of Section 217 of the Companies Act, 1956, 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 September 30, 2010 the applicable accounting standard have been followed by the Company.

(ii) that the directors of the company have selected such accounting policies, applied them consistently, made judgments estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company of the financial year and of the loss of the Company at the end 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, 1956, 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.

Conservation Of Energy, Technology Absorption and Foreign Exchange and Outgo

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 are given in Annexure 1 and forms part of this Report.

Particulars of Employees

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are given in Annexure 2 and forms part of 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 asAnnexure-4.

Research and Development

The details relating to Research and Development activities carried out by the company during the year are stated in Form B of this report as required under the Companies (Disclosure of

Particulars in the Report of the Board of Directors) Rules, 1988.

Industrial Relation

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

Acknowledgements

Yours 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

Chairman

Date: 14.02.2011

Place: Lucknow

---

Sep 30, 2009

The with the Audited Statement of Accounts for the financial year ended on 30th September, 2009. Financial Performance

After two consecutive financial years of losses your company has earned net profit for the year Rs. 426,32 Lacs before tax. However that is not sufficient to cover the accumulated losses of the last two financial years. The details are as under:

(Rupees in Lacs)

2008-09 2007-08

Profit before interest, depreciation & tax 3203 1534

Less: Interest (1196) (1029)

Depreciation (1581) (1605)

Protif before tax 426 (1100)

¦ Provision for taxation (including FBT) (2) (8)

Provision for taxation (deferred) 36 (111)

Net Profit before extraordinary Items 460 (1219)

Add: Extra ordinary item (39) 4

Net Profit 421 (1215)

Add Balace brought forward from Previous year (2967) (1746)

Transfer to Molasses Reserve Fund (2) (6)

Amount available for Appropriation (2548) (2967)

transfer to general reserve NIL NIL

Balance carried to Balance Sheet (2548) (2967)

Overall Performance

For the year ended on 30th September, 2009 sales stood at Rs, 1511.18 Lacs (net of excise duty) against the Rs. 3133.80 (net of excise duty) of last year. The fall in sales is due to absence of opportunity for trading of sugar activities during the reported financial year. During the last financial year the company had done trading of sugar for Rs. 2200.33 Lacs whereas during the reported financial year trading activity was done only for Rs. 749.79 Lacs. Profit after interest and depreciation stood at Rs. 426 Lacs against the loss of Rs. 1215 Lacs in last year. Profit after tax for the year ended September 30, 2009 was Rs. 421 Lacs compared to loss of Rs. 1219 lacs of the previous year. Dividend

Due to accumulated losses your directors have not declared any dividend for the financial year ended September 30,2009.

Performance of Divisions Sugar Division

Crushing season 2008-09 was one of the shortest seasons in the history of the Company from the point of view of the cane availability. The company has crushed only 32.74 Lacs qtl. and the season was ran only for 79 days. The other details are as under Season 2008-09 Season 2007-08

Gross Working days 79 117

Total Cane Crushed (qtls.) 3274866.32 5446935.57

Average cane crushed per day (qtls.) 4151 401 46556.52

Average Recovery 8.92% 9.50%

Cane Management

Cane management is the most indispensable part of the whole sugar manufacturing process, The quality as well as price of sugar cane determines the prospects of the company. For the season 2008-09 State Advisory Price was higher at Rs. 140 in comparison of last season. Whereas the ground realities was much different and to achieve the optimum level of cane crushing your company paid incentive. In spite- of that the company crushed merely 32.74 lacs qtl towards the end of the season, for which there were several reasons like untimely rains, shifting of farmers from cane crop to other crops and which reduced cane yield during the season 2008-09. Moreover, to meet the challenges of low sugar cane yield the company has started immense drive for cane development in the area by distributing pesticides, seeds, fertilizers etc. The results are overwhelming and we are expecting good sugar cane during the current season 2009-10.

Co-Generation;

Low cane crushing has also affected the power production during the crushing season 2008-09, The bagasse generated by the lower crushing was not enough to run the Co-Gen plant once the crushing was stopped. During the crushing season reported the capacity utilization was merely 46,58% as the company produced only 22079 MWh power and exported 19588 MWh to UPPCL.

Distillery

The year 2008-09 was not good for the distillery also. As the lower cane crushing not only affected the sugar division but all related activities. The distillery division was also no exception. Its performance was badly affected as the captive molasses was not available in required quantities. The price of molasses was also high leading to higher cost of production as the molasses price in open market peaked up to Rs. 500 per qtl.

Auditors

M/s. Mehrotra & Mehrotra, Chartered Accountants, New Delhi, Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment, They have furnished a certificate to the effect that their proposed reappointment, if made, will be in accordance within the limits specified u/s 224 (16) of the Companies Act, 1956.

Auditors Report

The comments on the statement of account referred to in the report of the auditors are self-explanatory, and explained in the appropriate notes to the accounts.

Directors

At the ensuing Annual General Meeting Dr. Kirti Singh and Shri R, S.Shukla both are independent Directors of your Company are due to retire by rotation u/s 256 of the Companies Act, 1956. They- are eligible for re-appointment and offer themselves for the same Public Deposits During the year 2008-09 the company has not accepted any public deposits.

Listing Agreement

The equity shares of the company are listed with the Bombay Stock Exchange Limited and National Stock Exchange Limited, However, the National Stock Exchange Limited has suspended the trading on the basis of some non compliance of the Listing agreement. Although the company has completed all the compliances but the resumption of trading is awaited,

Directors Responsibility Statement

In pursuance of sub-section (2AA) of Section 217 of the Companies Act, 1956, 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 September 30,2009 the applicable accounting standard have been followed by the Company.

(ii) that the directors of the company have selected such accounting policies, applied them consistently, made judgments 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 loss 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, 1956, for safeguarding the assets of the company and for detecting fraud and other irregularities; an d

(iv) that the directors of the Company have prepared the annual accounts on a going concern basis, Conservation Of Energy, Technology Absorption and Foreign Exchange and Outgo

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 are given in Annexure 1 and forms part of this Report.

Particulars of Employees

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are given in Annexure 2 and forms part of this Report.

Corporate Governance

A separate section on Corporate Governance" including a certificate from the Auditors of the Company regarding the confirmation of the compliance of conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement with Stock Exchanges is given in Annexure -3 and forms part of 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 asAnnexure-4.

Research and Development

The details relating to Research and Development activities carried out by the company during the year are stated in Form B of the this report as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Industrial Relation

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

Acknowledgments

Your Directors place on record their acknowledgment 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 alt executives, staff and workmen of the Company.

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

L. K.Jhunjhunwala Chairman Date: 29,01,2010 Place: Lucknow