KM Sugar Mills Ltd reported no change in its promoter group’s aggregate shareholding following an internal transmission of equity shares. The company disclosed the transfer on September 8, 2026, pursuant to Regulation 29(2) and Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The transaction involved the transmission of 19,20,000 equity shares, representing 2.09% of the total paid-up equity share capital, from Lakshmi Kant Dwarkadas HUF to Smt. Naina Devi Jhunjhunwala. This transfer was executed off-market as a result of dissolution. Aditya Jhunjhunwala, a promoter and person acting in concert, submitted the disclosure on behalf of the transferee.

Shareholding Structure

The disclosure confirms that the aggregate holding of the promoters and promoter group remains stable at 56.51% both before and after the transaction. The total paid-up equity share capital of the company stands at 9,20,00,170 equity shares of ₹2/- each.

Other entities within the promoter group retained their existing stakes without alteration. These include Aditya Jhunjhunwala (5.75%), Marvel Business Private Limited (13.12%), K. M. Vyapar Limited (2.48%), Sanjay Jhunjhunwala (2.71%), Vatsal Jhunjhunwala (0.54%), Jhunjhunwala Securities Private Limited (0.54%), Vridhi Trust (0.21%), Shivam Shorewala (0.13%), and Francoise Commerce Private Limited (0.00%).

What the Numbers Show

The data reveals a consolidation of holdings within the promoter family without any dilution or accretion to the group’s overall control. The transfer reduces the standalone holding of the HUF entity while increasing the direct holding of Smt. Naina Devi Jhunjhunwala, reflecting a structural realignment rather than a change in economic interest.

KM Sugar Mills received NCLT Allahabad Bench approval on August 19, 2026, for the demerger of its Distillery Division into KM Spirits and Allied Industries Limited, with an appointed date of April 1, 2026.

The company disclosed on August 22, 2026 that the NCLT order is now available on the tribunal's portal, fulfilling the earlier commitment to submit the document to exchanges once accessible. The scheme was processed under Sections 230-232 of the Companies Act, 2013, governing compromises, arrangements, and amalgamations. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and follows earlier intimations dated July 7, 2026 and August 20, 2026.

Shareholder and creditor approval

The scheme received overwhelming support from equity shareholders and unsecured creditors of the demerged company. Equity shareholders cast 5,80,99,694 valid votes, with 99.99% in favour through remote e-voting prior to the meeting. Among unsecured creditors, all 85 valid votes cast — representing a value of 4,96,74,045 — were in favour, with zero votes against.

Statutory authority responses

The Registrar of Companies, Ministry of Corporate Affairs, Uttar Pradesh, confirmed in its report dated July 8, 2026 that KM Spirits and Allied Industries Limited is a wholly owned subsidiary of KM Sugar Mills Limited, and that the distillery division is being transferred on a going concern basis. The Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, noted in its representation affidavit dated July 12, 2026 that no prosecution was filed or pending against the petitioner company as per the RoC report.

The Income Tax Department raised observations regarding outstanding tax demands against KM Sugar Mills Limited across multiple assessment years. The department noted that the scheme must satisfy conditions under Section 2(19AA) of the Income Tax Act and that both companies shall remain jointly and severally liable for tax liabilities relating to the demerged undertaking for the period prior to the appointed date.

KM Sugar Mills filed rejoinder affidavits on August 4, 2026 and August 12, 2026 clarifying the status of each demand. The company stated that demands for assessment years 2015-16 through 2020-21 are under appellate proceedings and have not attained finality, while the demand for assessment year 2024-25 of ₹1,51,245 has already been paid. A separate Income Tax Department report dated August 5, 2026 confirmed no pending assessment, reassessment, penalty, or prosecution proceedings in that office against either petitioner company, and stated no objection to the proposed scheme.

Share entitlement ratio and transfer terms

Under the sanctioned scheme, KM Spirits and Allied Industries Limited will issue and allot equity shares to shareholders of KM Sugar Mills in the following ratio:

• 1 equity share of face value ₹10 each in the Resulting Company for every 5 equity shares of face value ₹2 each held in the Demerged Company.

Upon the scheme becoming effective from the appointed date, all assets, liabilities, legal proceedings, and employees of the Distillery Division will stand transferred to KM Spirits and Allied Industries Limited. All tax liabilities, statutory dues, and proceedings attributable to the demerged undertaking for the period prior to the appointed date will also vest in the Resulting Company. The Resulting Company is required to file modified income tax returns, if any, within six months from the end of the month of the order, in accordance with Section 314(1) of the Income Tax Act, 2025.

Compliance obligations post-sanction

The petitioner companies are required to supply legible printouts of the scheme and the schedule of assets to the NCLT Registry within three weeks from the date of pronouncement. Within thirty days of receiving the certified copy of the order, the companies must deliver it to the Registrar of Companies, Kanpur, for registration. The Resulting Company must also file a revised memorandum and articles of association with the concerned Registrar of Companies and make requisite payments for any differential fee arising from enhancement of authorised capital.