Meeting Details

The 53rd Annual General Meeting will be held on Tuesday, July 28, 2026 at 11:30 AM IST through Video Conferencing/Other Audio Visual Means in compliance with MCA and SEBI circulars. The registered office in Lucknow will be deemed the venue.

Book Closure and Cut-Off Date

The Company has fixed Tuesday, July 21, 2026 as the cut-off date for determining voting rights of members.

Ordinary Business Items

Item 1: Adoption of Financial Statements

  • To receive, consider and adopt audited standalone financial statements for FY ended March 31, 2026 with Board of Directors' and Auditors' reports
  • To receive, consider and adopt audited consolidated financial statements for FY ended March 31, 2026 with Auditors' report

Item 2: Re-appointment of Director

  • Shri Sanjay Jhunjhunwala (DIN: 01777954) retires by rotation and seeks re-appointment as director liable to retire by rotation

Item 3: Re-appointment of Director

  • Shri S.C. Aggarwala (DIN: 02461954) retires by rotation and seeks re-appointment as director liable to retire by rotation

Special Business Items

Item 4: Appointment of Additional Director

  • Smt. Naina Devi Jhunjhunwala (DIN: 01837824) appointed as Additional Director (Non-Executive, Non-Independent) effective May 18, 2026
  • Seeking appointment as Director liable to retire by rotation
  • Appointment follows demise of Mr. Lakshmi Kant Jhunjhunwala on March 14, 2026
  • Recommended by Nomination and Remuneration Committee

Item 5: Appointment as Whole-Time Director

  • Smt. Naina Devi Jhunjhunwala (aged 80 years) proposed as Whole-Time Director for 3 years from August 1, 2026
  • Special resolution required due to age exceeding 70 years
  • Proposed monthly basic salary: ₹10.00-15.00 Lacs
  • Commission: Not exceeding ₹5 crores per annum
  • Perquisites include furnished house, medical reimbursement, LTC, personal accident insurance, two chauffeur-driven cars, club memberships

Item 6: Re-appointment of Managing Director

  • Shri Aditya Jhunjhunwala (DIN: 01686189) proposed for re-appointment as Managing Director for 3 years from April 1, 2027
  • Proposed monthly basic salary: ₹17.50-30.00 Lacs
  • Commission: Not exceeding ₹5 crores per annum
  • Similar perquisites package as other directors

Item 7: Re-appointment of Joint Managing Director

  • Shri Sanjay Jhunjhunwala (DIN: 01777954) proposed for re-appointment as Joint Managing Director for 3 years from April 1, 2027
  • Proposed monthly basic salary: ₹15.00-20.00 Lacs
  • Commission: Not exceeding ₹5 crores per annum
  • Similar perquisites package

Item 8: Re-appointment of Executive Director

  • Shri Subhash Chandra Aggarwala (DIN: 02461954) proposed for re-appointment as Executive Director cum CEO for 3 years from April 1, 2027
  • Proposed monthly basic salary: ₹4.80-10.00 Lacs
  • Commission: Not exceeding 2% of Net profits under Section 198
  • Similar perquisites package

Remuneration Approval Requirements

All director appointments require special resolutions for:

  • Payment notwithstanding loss or inadequacy of profit
  • Exceeding limits under Section 197(1) of Companies Act, 2013
  • Exceeding limits under Regulation 17(6)(e) of SEBI LODR Regulations, 2015
  • For Mrs. Naina Devi Jhunjhunwala: approval for appointment above age 70

Director Remuneration History

  • Aditya Jhunjhunwala: ₹274.33 lakhs (2023-24), ₹356.10 lakhs (2024-25), ₹529.69 lakhs (2025-26)
  • Sanjay Jhunjhunwala: ₹168.90 lakhs (2023-24), ₹199.67 lakhs (2024-25), ₹201.60 lakhs (2025-26)
  • S.C. Aggarwala: ₹54.11 lakhs (2023-24), ₹64.66 lakhs (2024-25), ₹60.88 lakhs (2025-26)

Item 9: Ratification of Cost Auditor Remuneration

  • M/s. Aman Malviya & Associates, Cost Accountants appointed as Cost Auditor for FY 2026-27
  • Remuneration: ₹40,000 plus GST and out-of-pocket expenses
  • Requires shareholder ratification

Item 10: Related Party Transaction

  • Mr. Vatsal Jhunjhunwala (son of Managing Director) appointed as Vice President
  • Change in terms including remuneration to ₹10,00,000 per month effective April 1, 2026 for 3 years
  • Requires ordinary resolution under Section 188(1)(f) of Companies Act, 2013
  • Holds 499,721 equity shares (promoter group category)
  • Transaction value: ₹1,20,00,000 per annum (0.20% of annual consolidated turnover)

Item 11: Continuation of Independent Director

  • Mr. Sushil Solomon (DIN: 08553009) will attain 75 years on December 21, 2026
  • Seeking approval for continuation as Non-Executive Independent Director until August 5, 2029
  • Special resolution required under Regulation 17(1A) of SEBI LODR
  • Currently receives sitting fees for board/committee meetings

Shareholder Voting Arrangements

Remote E-Voting Period

  • Commences: July 25, 2026 at 9:00 AM IST
  • Ends: July 27, 2026 at 5:00 PM IST
  • Service provider: MUFG Intime India Private Limited

Voting Methods

  • Individual demat shareholders: Through NSDL/CDSL platforms using OTP or IDeAS/Easi facilities
  • Physical shareholders/Nom-individuals: Through InstaVote platform registration
  • Institutional shareholders: Through custodian registration on InstaVote

Meeting Attendance

  • InstaMeet platform for VC/OAVM attendance
  • Capacity for 1000 members on first-come-first-served basis
  • Large shareholders (2%+), promoters, institutional investors, directors, KMPs exempt from capacity restrictions

Document Availability

  • Notice and Annual Report available on company website: https://www.kmsugar.com
  • Available on BSE (www.bseindia.com) and NSE (www.nseindia.com) websites
  • Physical copies sent to members without registered email addresses

Registrar and Transfer Agent

  • MUFG Intime India Private Limited
  • Address: Noble Heights, 1st Floor, Plot NH 2 C-1 Block LSC, Near Savitri Market, Janakpuri, New Delhi-110058
  • Contact: Phone +91-11-41410592, Email: mthelpdesk@in.mpms.mufg.com

Company Contact

  • Company Secretary: Ritika Tandon

#Tags: #KMSugarMills #AGMNotice #DirectorAppointments #SEBIDisclosure #RelatedPartyTransaction #RegulatoryCompliance