To

The Members,

Your Directors present the Annual Report of Kesar Enterprises Limited (the Company) along with the audited financial statements for the financial year ended March 31, 2026.

1. Financial Highlights

(Rs.in Lakhs)

For the Financial Year 2025-26, there is a loss of Rs. 4840.91 lakhs as against a loss of Rs. 7262.40 lakhs in the previous year. After taking into account the effect of other Comprehensive Income based on Ind-AS norms, there is a loss of Rs. 4673.71 lakhs for the Financial Year 2025-26 as against a loss of Rs. 7308.51 lakhs in the previous year.

Over the last few years, the Sugar Industry has been facing severe difficulties on account of high sugar cane prices set by the State Government, lower sugar prices, reduction of power rates and consequential inadequate recovery of cost of production. These factors have adversely affected the Company's operations and financial performance.

The Company does not have any subsidiary, associate company or joint venture company. There is no change in nature of the business of the Company during the year under review.

2. Company's Operational Performance (Financial Year 2025-26) Sugar Division

The crushing for Season 2025-26 commenced on 18-11-2025 i.e. 21 days later, as compared to 28-10-2024 in the previous season. The reason for delay in commencing the operation was, heavy diversion of our cane area to other Sugar Factories due to our failing to clear the Cane Price dues of SS 2024-25. The management was forced to rethink whether we will be getting adequate cane from the leftover area or not. Finally, after evaluating various factors and due to the mounting pressure of the State Administration and farmers, the Company decided to start the season. As expected, the season ended on 23-02-2026 i.e. 10 days later, as against 13-02-2025 in the previous season.

During the season, the plant crushed 55.31 lakh quintals of sugarcane in 98 days as against 59.46 lakh quintals in 108 days in the previous season. The crushing was lower by 4.15 lakh quintals during the season, as compared to previous season. The reduction in the cane crush is due to heavy / unprecedented diversion of cane to other neighboring factories on account of delay in clearing cane dues to farmers, inspite of higher yield of cane per hectare, as compared to previous year.

The recovery of Ratoon was recorded as 450 quintals per hectare, which is down considerably compared to the plant cane yield of 525 quintals per hectare. In our captive cane area, overall average yield per hectare has fallen to 485 quintals per hectare during SS 2025-26 as against 443 quintals per hectare of previous SS 2024-25. Also, there was a considerable reduction in the cane area due to diversion of cane area to the neighboring factories by the cane authorities, which has gone down to 18,636 hectares during SS 2025-26, as against 27,012 hectares during SS 2024-25. However, the overall sugar recovery has gone up to 10.23% during SS 2025-26, which was at 9.55% during previous season 2024-25. The Company could not enjoy the benefit of peak recovery period which generally is March & middle of April. During the season, the sugar production was 5.66 lakh quintals, as against 5.68 lakh quintals in the previous season. The following is a brief table explaining the changes and impact of Fair and Remunerative Price (FRP) fixed by the Central Government and the State Advisory Price (SAP) fixed by the State of Uttar Pradesh, for cane price:

From the above table, it is apparent that, due to the system of adopting cane price payments based on SAP, in the State of UP, the Company has been compelled to pay higher price for cane as compared to the factories that are adopting the FRP based cane price.

During the last few years, the cost of production in the State of Uttar Pradesh (UP) was the highest in the country, which rendered the UP Sugar Industry unviable, cash-starved and uncompetitive. There is an urgent need to rationalize the cane pricing policy in the State of UP and adopt a ‘linkage formula' as recommended by the Rangarajan Committee linking sugar cane price to sugar realisation. This is the only long-term solution for stability & viability of the Sugar industry. Indian Sugar Mills Association (ISMA) and UP Sugar Mills Association (UPSMA) have been in discussion on this issue with Central Government. However, the said issue is yet to be decided.

During the Season 2025-26, Molasses produced was 2.56 lakh quintals as against 2.99 lakh quintals in the previous season, due to less crushing. The UP Government had announced the Molasses Policy for 2025-26 (November-October), wherein the C Molasses reservation ratio for the country liquor manufacturers had been reduced to 24.84% as against 26.18%, of the previous season.

During the year under review, there is an increase in the sugar selling price, as compared to the previous year. However, the increase in the sugar realisation is not in line with the increase of SAP announced by the UP State Government. One of the most pressing demand of Sugar Industry is about revising the Minimum Selling Price (MSP) of sugar from Rs. 31.00 per KG, which was fixed about 6 years back, in line with the increase in FRP, which has not been accepted by the Government this year too.

Power Division

During the Sugar Season 2025-26, the Plant started on 17-11-2025 as against 23-10-2024 in the previous season and operated till 26-02-2026 as against 15-02-2025 in the previous season. This season also, the Company has stopped the power plant immediately after the closure of sugar plant operations and did not run the power plant during off-season on account of reduced, unviable power tariffs. The power generation and other efficiencies too got compromised this season, as the Company had to run the power plant at lower capacity due to less availability of cane.

The Plant consumed 1.59 Lakh MT of bagasse and 0.04 Lakh MT of alternate fuel to generate 0.74 Lakh MW power as against 1.70 lakh MT of bagasse and 0.13 lakh MT of alternate fuel to generate 0.78 Lakh MW power in the previous Season. The total power exported to Uttar Pradesh Power Corporation Limited (UPPCL) was 0.48 lakh MW amounting to Rs 21.19 Crores as against 0.49 lakh MW amounting to Rs.17.09 Crores in the previous Season.

UPERC has revised the power tariff and announced the revised tariff for next 5 years with effect from 01-04-2024. Accordingly, the power tariff for FY 2024-25 has been revised from 3.46 to 4.31 and for the FY 2025-26 it will be Rs 4.43 per unit. Based on the revised tariff for FY 2024-25, supplementary bill for the exported quantity of 0.49 Lakh MW amounting to Rs 4.22 Cr has been accepted and paid by UPPCL during FY 2025-26. Thus, the final export value of FY 2024-25 has got revised to Rs. 21.40 Cr as against earlier reported value of Rs. 17.09 Cr.

Spirits Division

During the financial year 2025-26, the Company has not operated its Distillery plant due to the higher cost of molasses and low realization of RS / SDS / Ethanol.

3. Expectations from Financial Year 2026-27 Sugar Division

The crushing for Season 2026-27 is expected to start in the last week of October 2026 / 1st week of November 2026 depending upon the cane maturity status and other relevant factors. As we have experienced during the last 2 seasons, in spite of having suppliable cane, our reserved zone farmers have preferred to supply their cane to the neighboring factories on account of delay in payment of cane price by the Company. Unless the Company improve upon the payment cycle of Cane price dues, the possibility of cane diversion will be on the increasing trend, especially on account of new sugar mill, coming up at a vicinity of 15 KMs distance.

During the Financial Year 2026-27, the sugar price is expected to be steady due to the expected low level of opening stock of sugar, as well as the possibility of reduced availability of cane. Also the Government's restriction / ban on sugar export will bring in a positive impact on the sugar prices in India. All these factors, collectively will result in the Company generating better operational margins gradually. The industry outlook is positive in the short term and long term with sugar prices expected to be encouraging and stable. The Company has been making efforts to improve its payment position in relation to cane dues so that it may be able to perform better in the coming year.

Spirits Division

Operation of Distillery is totally dependent on the combined market scenario of molasses selling price and RS / SDS / Ethanol selling price. With the present market price of Rs 1,000 to 1,100 per quintal of molasses along with RS / SDS selling price in the range of Rs. 50 or less, operating distillery plant is totally unviable, and the Company will continue to keep the distillery operations shut till the trend improves. The Company will take a call whether to run Distillery or not, based on the market scenario by end of September / October 2026.

Power Division

The start date of Cogen Power Plant will be synchronized with the start of the Sugar plant and is most likely to start its operations from the last week of October 2026 and will be operated till the end of sugar crushing season 2026-27.

4. Dividend

Considering the financial position of the Company, your directors have not recommended any dividend for the financial year 2025-26.

5. Transfer to Reserves

No amount is proposed to be transferred to reserves during the year under review.

6. Share Capital

As on March 31, 2026, the Paid-up Share Capital of the Company was Rs. 1007.97 lakhs. During the year under review, the Company has not issued any shares. However, during the year under review, equity shares of Rs. 10/- each was subdivided into equity shares of Rs. 1/- each. The Company has no Employee Stock Option Scheme in existence.

7. Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 (the Act), the Board of Directors to the best of their knowledge hereby state that: i) in preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii) the Directors had selected such accounting policies and applied them consistently and 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 loss for that period; iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the Directors had prepared the Annual Accounts for the financial year ended on March 31, 2026 on a going concern basis; v) the Directors had laid down proper internal financial controls in place and that such internal financial controls were adequate and were operating effectively; vi) 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.

8. Number of Meetings of the Board

Five (5) meetings of the Board of Directors were held during the year under review. For details of meetings of the Board of Directors, Members may kindly refer to the Corporate Governance Report, which is a part of this report.

9. Audit Committee

As on March 31, 2026, the Audit Committee comprised of four (4) members, including, three (3) Independent Directors and one (1) Executive Director. Further details of the Audit Committee are provided in the Corporate Governance Report, which forms part of this report.

During the year under review, there were no instances where recommendations of the Audit Committee were not accepted by the Board.

10. Directors & Key Managerial Personnel Directors:

As on March 31, 2026, 60.00% of the Board comprised of Independent Directors. List of Directors as on 31st March 2026 is provided in Corporate Governance Report, forming part of this Report. During the year under review, Dr. Narendra Mairpady was re-appointed as Independent Director at 90th AGM held on 22.08.2025. In the opinion of the Board, Dr. Mairpady has integrity, expertise and experience (proficiency) required to act as Independent Director. There was no other appointment / re-appointment of any Director during the year under review except for Dr. Narendra as mentioned above and Shri Devendra J Shah, who retired by rotation and being eligible, he was re-appointed, at 90th AGM. Pursuant to Section 152 of the Act, Shri Devendra J Shah, Non-Executive Non-Independent Director (DIN: 03095028) shall retire by rotation at the 91st AGM and being eligible, he has offered himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment along with other necessary details, forms part of Notice of 91st AGM. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of Independence as laid down under Section 149(6) of the Act along with the rules framed thereunder and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have confirmed compliance with the Code for Independent Directors prescribed in Schedule IV to the Act and also, with the Code of Conduct for Directors and Members of Senior Management formulated by the Company.

During the year under review, except that Shri Devendra J Shah (Non-Executive Director) was also paid consultancy fees amounting to Rs. 10.54 lakhs, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and out-of-pockets expenses, if any, incurred for attending the meetings of the Board of Directors and Committees thereof.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on 31st March 2026:

*Appointed additionally as Chief Financial Officer and re-designated as Chief Executive Officer and Chief Financial Officer w.e.f. 30.04.2026.

**Resigned w.e.f. 09.07.2025

***Appointed w.e.f. 07.10.2025 and Resigned w.e.f. 31.10.2025

**** Re-designated as Company Secretary & Vice President (Legal & HR) w.e.f. 01.04.2025

Except for the changes highlighted above, there was no other change in the Key Managerial Personnel of the Company during the year under review.

Confirmation:

The Directors and Key Managerial Personnel have confirmed that during the year under review, none of them have entered into any agreement for himself / herself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the shares of the Company.

11. Details of Familiarisation Programmes

Pursuant to the provisions of Regulation 25 of the Listing Regulations, the Company familiarises the Independent Directors through various programmes, from time to time, with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of Familiarization Programmes imparted to Independent Directors can be accessed on the Company's website by using the link i.e. https://www.kesarindia.com/_files/ugd/b2c540_d96d808caffe4f9ebdd7f6f82f42f6ba.pdf.

12. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and the individual directors pursuant to the provisions of the Act and the Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as composition and structure of the Board, effectiveness of the Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The performance of individual directors was evaluated by the Board on the basis of criteria such as the contribution of each director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of independent directors held on 13.02.2026, performance of the Board as a whole, Board Committees and Chairman & Managing Director of the Company was evaluated.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

13. Policy on directors' appointment and remuneration and other details

The Company's policy on appointment of directors, key managerial personnel and senior management and their remuneration is available on the Company's website on https://www.kesarindia.com/_files/ugd/b2c540_d65a01e116eb49ec875f9df379de9c27.pdf

Salient Features of the said policy are as under:

(a) The Nomination and Remuneration Committee (NRC) have been assigned the task to guide and recommend to the Board of Directors in relation to the appointment of Directors, Key Managerial Personnel [KMP] and Senior Management Personnel and to formulate criteria for such appointment (s); (b) The term of Director shall be governed as per provisions of the Companies Act, 2013 and Rules made there under as amended from time to time; (c) NRC shall carry out an evaluation of performance of every Director, KMP and Senior Management Personnel at regular intervals; (d) The Remuneration/ Compensation / Commission / Incentive etc. to be paid to Director/ Whole-time Director/ Managing Director, KMP and Senior Management Personnel etc. shall be governed as per provisions of the Companies Act, 2013 and Rules made there under or any other enactment for the time being in force; (e) The Non-Executive Independent Director may receive compensation / commission as per the provisions of the Companies Act, 2013. The amount of sitting fees shall be subject to ceiling as provided under the Companies Act, 2013 and Rules made there under or any other enactment for the time being in force.

The policy on remuneration has also been disclosed in the Corporate Governance Report, which is a part of this report as an annexure.

14. Corporate Social Responsibility (CSR)

Although the provisions of Section 135 of the Act are not applicable to the Company at present, the Company has a Corporate Social Responsibility Committee. The Composition of the committee is provided in the Corporate Governance Report, forming part of this report.

15. Internal Financial Control Systems and their Adequacy

The Company has adequate Internal Financial Control Systems in place. The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which is a part of this report.

16. Risk Management

Your Company has formulated a risk management policy to identify, evaluate and mitigate various kinds of risks. The Audit Committee has oversight in the area of financial risks and controls. A detailed statement indicating the development and implementation of the risk management policy for the Company, including identification of various elements of risk, is part of the Management Discussion and Analysis Report, forming part of this report.

17. Statutory Auditors & Secretarial Auditors

At the 90th Annual General Meeting of the Company held on 22 August 2025, M/s. Chandabhoy & Jassoobhoy, Chartered Accountants were appointed as statutory auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of the 90th Annual General Meeting till the conclusion of ensuing 95th Annual General Meeting.

At the 90th Annual General Meeting of the Company held on 22 August 2025, M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries were appointed as secretarial auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of the 90th Annual General Meeting till the conclusion of ensuing 95th Annual General Meeting.

18. Statutory Auditors' Report and Secretarial Auditors' Report

The Statutory Auditors have submitted their Report for the year ended on 31st March 2026, which has been taken on record by the Board of Directors. There is no qualification, reservation or adverse remark in the Statutory Auditors' Report. No frauds have been reported by the Statutory Auditors during the financial year 2025-26. The Statutory Auditors' Report forms part of this annual report.

The Secretarial Auditors have also submitted their Report for the year ended on 31st March 2026. There are a few observations made in the Secretarial Auditors' Report, which along with explanation of the Board thereto, are as follows: (a) Audit Observation: Delay in submission of Shareholding Pattern for the quarter ended June 2025 under Regulation 31(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for which BSE Limited levied a fine of Rs. 2,360/-.

Explanation: In response to the above observation in the Secretarial Auditors' Report, we state that the delay occurred due to inadvertent oversight. The Company subsequently submitted the Shareholding Pattern with the Stock Exchange with a delay of one day and paid the applicable fine levied by BSE Limited. The Company has taken necessary steps to ensure timely compliances going forward.

(b) Audit Observation: Delay in submission of quarterly financial results for the quarter ended June 2025 under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for which BSE Limited levied a fine of Rs. 2,95,000/-.

Explanation: In response to the above observation in the Secretarial Auditors' Report, we state that the delay in submission of the quarterly financial results occurred inter alia due to resignation of the Chief Financial Officer during the relevant period and the consequent transition in the finance function. The Company has subsequently submitted the financial results and paid the fine levied by BSE Limited. Further, the Company has taken necessary corrective measures to ensure timely compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 going forward.

(c) Audit Observation: Delay in submission of quarterly financial results for the quarter ended September 2025 under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for which BSE Limited levied a fine of Rs. 53,100/-.

Explanation: In response to the above observation in the Secretarial Auditors' Report, we state that the delay in submission of the quarterly financial results occurred inter alia due to resignation of the Chief Financial Officer during the relevant period and the consequent transition in the finance function. The Company has subsequently submitted the financial results and paid the fine levied by BSE Limited. Further, the Company has taken necessary corrective measures to ensure timely compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 going forward.

(d) Audit Observation: The Company has not complied with Regulation 18(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in as much as the gap between two consecutive Audit Committee Meetings held on May 15, 2025 and October 6, 2025, was 144 days, as against the maximum permissible gap of 120 days prescribed under the said Regulation.

Explanation: In response to the above observation in the Secretarial Auditors' Report, we state that the delay in convening the subsequent Audit Committee Meeting occurred inter alia due to resignation of the Chief Financial Officer during the relevant period and the consequent transition in the finance function, coupled with ongoing finalization of financial results and related matters. Accordingly, the gap between two consecutive Audit Committee Meetings exceeded the prescribed limit under Regulation 18(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has taken note of the observation and implemented necessary measures to ensure timely conduct of Audit Committee Meetings and compliance with the applicable provisions going forward.

(e) Audit Observation: Pursuant to resignation of the earlier incumbent Chief Financial Officer with effect from October 31, 2025, the Company could not fill the resultant vacancy within the timeline prescribed under Regulation 26A(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, the position of Chief Financial Officer remained vacant for a period beyond the statutory timeline during part of the review period.

Explanation: In response to the above observation in the Secretarial Auditors' Report, we state that the vacancy in the office of Chief Financial Officer arose pursuant to resignation of the earlier incumbent with effect from October 31, 2025. Shri Rohit Balu resigned as CFO w.e.f. 9th July 2025 and in his place, Shri Prem Shankar Nagar was appointed as CFO w.e.f. 7th October 2025. Shri Nagar also resigned w.e.f. 31st October 2025. Thereafter, the position of Chief Financial Officer remained vacant beyond the period specified under the said Regulation during part of the review period as the Company was not able to find suitable candidate. However, the Company has subsequently appointed a Chief Financial Officer on April 30, 2026, to make the said non-compliance good and has taken necessary steps to ensure compliance with the applicable provisions going forward.

(f) Audit Observation: The Company is not regular in payment of cane price as per the provisions of U.P. Sugarcane (Regulation of Supply and Purchase) Act, 1953 and of Sugarcane (Control) Order, 1966.

Explanation: In response to the above observation in the Secretarial Auditors' Report, we state that the Company has incurred considerable losses in last few years, due to drastic reduction in power tariff and lower sugar recovery etc. Further, sugar realization is also not in line with State Advisory Price of cane declared by the State of Uttar Pradesh. All these factors have mainly caused delay in payment of cane dues. The Company has been making all sincere efforts to improve upon payment of cane price.

No frauds have been reported by the Secretarial Auditors during the financial year 2025-26. The Secretarial Audit Report is annexed to this report as "Annexure I".

19. Cost Audit

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act and the same have been made and maintained in accordance with the said provision.

Pursuant to Section 148 of the Act, the Board of Directors had appointed Shri Rishi Mohan Bansal, Cost Accountant as Cost Auditor of the Company to conduct the audit of cost records maintained by the Company relating to Sugar, Industrial Alcohol and Electricity Divisions for the year ended on 31st March 2026. The Cost Audit Report as and when received from the Cost Auditor for the year ended on 31st March 2026, shall be considered and examined by the Board and submitted to the Central Government within the stipulated time.

Based on the recommendation of the Audit Committee, the Board of Directors have, at their meeting held on 29th May 2026, appointed Shri Rishi Mohan Bansal, Cost Accountant as Cost Auditor of the Company to conduct the audit of cost records maintained by the Company relating to Sugar, Industrial Alcohol and Electricity Divisions for the year ending on 31st March, 2027. In pursuance of Section 148 (3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, a resolution seeking to ratify the payment of remuneration to the Cost Auditor for the financial year ending on 31st March 2027 forms part of Notice of ensuing 91st AGM.

20. Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in accordance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to report concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the Whistle Blowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and protects them from any kind of discrimination or harassment. This Policy is available on the Company's website on https://www.kesarindia.com/_files/ugd/b2c540_cfdbeda8c87a40fd97a1212c8afc7f08.pdf.

21. Transactions with Related Parties

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the financial year 2025-26 and hence, does not form part of this report.

A policy of Related Party Transactions as approved by the Audit Committee and the Board of Directors is placed on the Company'swebsiteonhttps://www.kesarindia.com/_files/ugd/b2c540_40c44b32894c45e58bd2e63e273799f3.pdf.

22. Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

23. Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

24. Credit Facilities

During the year under review, no fresh credit facilities were obtained by the Company from any bank.

Disclosure in terms of Rule 8 (5) (xii) of the Companies (Accounts) Rules, 2014, is not applicable for F.Y. 2025-26.

25. Insurance

The Company has taken adequate insurance for all its properties.

26. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2026 is available on the Company's website on https://www.kesarindia.com/communications.

27. Prevention of Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 on prevention of Insider Trading, your Company has a comprehensive code which lays down guidelines and advises the Directors, Key Managerial Personnel and other designated persons on procedures to be followed and disclosures to be made, while dealing in securities of the Company. The Company's Code of Conduct for the Directors and Members of Senior Management also makes it a duty on the part of the Directors and Members of Senior Management to comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015, while trading in securities of the Company.

The Audit Committee of the Board of Directors periodically reviews compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

28. (a) Policy for Prevention of Sexual Harassment

The Company has complied with the provisions relating to constitution of an Internal Complaint Committee (ICC) for prevention and redressal of complaints / grievances on the sexual harassment of women at workplaces under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no complaints on sexual harassment pending at start of the year under review and the Company did not receive any such complaint during the year under review.

(b) Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions relating to the Maternity Benefit Act, 1961 (as transitioned into and governed by the Code on Social Security, 2020).

29. Compliance with Secretarial Standards

Your directors state that applicable provisions of Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively have been duly followed by the Company.

30. Material Changes & Commitments Affecting Financial Position between the end of the financial year & Date of this Report

In the opinion of the Board of Directors, there are no material changes & commitments affecting the financial position of the Company between the end of financial year 2025-26 and date of this report.

31. Significant and Material Orders passed by the Regulators, Courts and Tribunals

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and company's operations in future, as on the date of this report. However, an application under section 7 of Insolvency and Bankruptcy Code, 2016 has been filed against the Company by M/s. Sugar Development Fund. The said application is currently pending with Honorable National Company Law Tribunal (NCLT), Mumbai Bench at pre-admission stage.

32. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars with respect to conservation of energy and technology absorption pursuant to Section 134(3)(m) of the Act are provided in "Annexure II" forming part of this Report. During the year under review, there were no Foreign Exchange Earnings and Outgo.

33. Particulars of Employees

Information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees on the payroll of the Company in India, is provided as "Annexure III" to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

34. Management Discussion & Analysis Report and Corporate Governance Report

Management Discussion & Analysis Report and Corporate Governance Report prepared in accordance with Schedule V of the Listing Regulations form part of this Report as Annexure IV and Annexure V respectively.

The Company has complied with the requirements as stipulated under Regulation 34 of the Listing Regulations. A Certificate from the Secretarial Auditors regarding the compliance of conditions of corporate governance, is annexed to the Corporate Governance Report.

35. Acknowledgements

The Directors thank the Company's employees, customers, vendors and members for their continuous support. The Directors also thank the Government of India, Government of Maharashtra and Government of Uttar Pradesh and concerned Government departments and agencies for their co-operation.