TO THE MEMBERS OF KESAR ENTERPRISES LIMITED Report on the Audit of the Ind AS Financial Statements Opinion
We have audited the accompanying Financial Statements of Kesar Enterprises Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2026, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the financial statements including a summary of material accounting policies and other explanatory information (hereinafter referred to as " Financial Statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026 and its loss, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Material Uncertainty Related to Going Concern
We draw attention to Note 51 in the Ind AS financial statements, for the reason stated in the said note, the management has a reasonable expectation that the Company has adequate resources to continue its operational existence for the foreseeable future, the Ind AS financial statements has been prepared on going concern basis, despite accumulated losses resulting in erosion of its net worth. Our opinion is not modified in respect of this matter.
Other Matter
The accompanying financial statements includes comparative figures of the Company for year ended March 31, 2025 which have been incorporated based on the figures of the said periods which have been audited by, the predecessor firm of statutory auditors who have expressed unmodified opinion vide their report dated May 15, 2025, whose report have been furnished to us and which have been relied upon by us for the purpose of our audit. Our opinion is not modified in respect of this matter
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern as above, we have determined the matters described below to be the key audit matters to be communicated in our report.
| Key Audit Matter | How our audit addressed the Key audit matter |
| Regulations - litigations and claims | Our Audit approach in relation to the matter involved the following: |
| There are several litigations pending against the Company, impact of which is unascertainable as on the date of our report. Consequently, provisions and contingent liabilities disclosures may arise from direct and indirect tax proceedings, legal proceedings, including regulatory and other government / department proceedings, as well as investigations by authorities. | Review the outstanding litigations against the Company for consistency with the previous years. Enquire and obtain explanations for movement during the year. |
| As at March 31, 2026, the Company has ascertained contingent liabilities in respect of aforesaid litigations aggregating to Rs. 2,330.59 Lakhs. | Reading the latest correspondence between the Company and the various tax / legal authorities for significant matters, examined selectively the Companys legal expenses. |
| Management applies significant judgments in estimating the likelihood of the future outcome in each case when considering whether, and how much, to provide or in determining the required disclosure for the potential exposure of each matter. This is due to the highly complex nature and magnitude of the legal matters involved along with the fact that resolution of tax and legal proceedings may span over multiple years, and may involve protracted negotiation or litigation. These estimates could change substantially over time as new facts emerge and each legal case progress. | With respect to tax matters, discussing with the Companys personnel dealing with tax matters, their views and strategies on significant cases & basis of their conclusion on the outstanding litigation cases, reviewing the relevant correspondence by the company by studying the matters in the light of past precedence and views of companys legal personnel, their conclusions based on applicable tax laws and precedence. |
| We determined this matter to be a key audit matter due to the inherent complexity and magnitude of potential exposures across the Company and the judgment necessary to estimate the amount of provisions required or determine the required disclosure. | Assessing the decisions and rationale for provisions held or for decisions not to record provisions or make disclosures. |
| For those matters where management concluded that no provisions should be recognised, by considering the adequacy and completeness of the Companys disclosures. |
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Board of Directors are responsible for the preparation of other information. The other information comprises the information included in the Annual Report but does not include the Financial Statements and our auditors report thereon. The other information is expected to be made available to us after the date of this audit report. Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and review the steps taken by the management to communicate with those in receipt of the other information, if previously issued, to inform them of the revision.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section133 of the Act, read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we give in "Annexure A", a statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.
(2) As required by section 143(3) of the Act, based on our audit, we report that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account; d. In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended. e. On the basis of the written representations received from the directors as on March 31, 2026, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of section 164(2) of the Act; f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy of operating effectiveness of the Companys internal financial controls with reference to financial statements; g. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the Company has not paid / provided for any managerial remuneration to its directors during the year. Accordingly, the provision of section 197 of the Act are not applicable to the Company; h. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: (i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements Refer Note 33 to the financial statements.
(ii) The Company did not have any long term contracts including derivatives contracts for which there were any material foreseeable losses.
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(iv) (a) The management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (c) Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.
(v) The Company has neither paid nor declared any dividend during the year. Accordingly, the compliance with respect to section 123 of the Act is not applicable.
(vi) On the basis of information and explanations given to us and based on our examination which included test checks, the company has used accounting softwares for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
[Referredtoinparagraph1underReportonOtherLegalandRegulatoryRequirementssectionofourreportofevendate to the Members of KESAR ENTERPRISES LIMITED on the Ind AS financial statements for the year ended March 31, 2026]
In terms of the information and explanations sought by us and furnished by the Company, and the books of account and records examined by us in the normal course of our audit, and to the best of our knowledge and belief, we report that: (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Property, Plant and Equipment have been physically verified by the management at reasonable interval and no material discrepancies were noticed on verification between the physical assets and the book records. In our opinion, the frequency of verification of Property, Plant and Equipment is reasonable having regard to the size of the Company and the nature of its assets.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company except for the following cases:
| Sr No. | Descriptionofproperty | Gross Carrying Value ( In Lakhs) | Held in theName of | Weather Promoter, Director or theirrelatives or employee | Period Held | Reason for not being in the name of company |
| 1 | Free Hold land In the Village Khurpia, Tehsil - Kiccha, District Udham Singh Nagar, Tehsildar (Tehsil Kichha, District Udham Singh Nagar), Uttarakhand | 1,271.09 | Pannaben Vinay Shah | No | 02-06-2023 | Fraudulently Manipulated land revenue records |
| 2 | Free Hold land In the Village Bandia, Bareilly Nainital Road, Tehsil Kiccha, District Udham Singh Nagar, Uttarakhand | 490.36 | Pannaben Vinay Shah | No | 05-03-2024 | Fraudulently Manipulated land revenue records |
| 3 | Free Hold land In the Village Shahgarh, Tehsil - Baheri, Plot No. 913/1 Area 0.040 Hectar | 0.09 | N. P. Mathur | Ex- Employee | Nov-71 | Payment made by the company. The plot owner was not willing to sell it to the Company. So got it purchased in the name of the then General Manager. |
| 4 | Free Hold Land in the Vilage Jajunagar, Tehsil - Baheri, Plot No. 262 & 220 M, Area - 0.522 Hectar | 1.14 | P. C. Mathur | Ex- Employee | Sep-93 | Payment made by the company, as the seller was not inclined to sell the land to the Company. Hence it was registered in the name of the then employee Mr. P C Mathur, General Manager. |
| 5 | Free Hold Land in the Vilage Tanda, Tehsil - Baheri, Plot No. 147 M, Area - 0.066 Hectar | 0.14 | P. C. Mathur | Ex- Employee | Jun-94 | Also, Company has taken an undertaking from Mr P C Mathur that in future he or his legal heirs will not claim ownership of these lands. |
| 6 | Free Hold Land in the Vilage Jajunagar, Tehsil - Baheri, Plot No. 262, 361, 361/5, Area - 0.171 Hectar | 0.37 | Anandpur Trust | No | Prior to 1990 | Taken from Anandpur Trust on some understanding as it was being vacant and presently it is in our possession. Being the old matter, we did not have any papers with us. |
| 7 | Free Hold Land in the Vilage Akrababad, Tehsil - Baheri, Plot No. 13, Area - 0.392 Hectar | ALIGN=RIGHT>8.20 | Bandu Ram | Ex- Employee | Jan-08 | Payment made by the Company. This piece of land was necessary to be purchased as it was falling in between ETP area. As this land was owned by a SC person, Company needed lot of formalities to be completed for purchasing it in the name of the Company. Hence, it was bought in the name of one of our the then employee Mr Bandu Ram, of SC category. Company has taken an undertaking from Mr Bandu Ram, to this effect that the land actually belongs to KEL and his heirs will not have any rights over it. Company will pay a token amount of Rs 600 per year towards its usage. |
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and Rules made thereunder.
(ii) (a) In our opinion and according to the information and explanations given to us, the inventory has been physically verified during the year by the management at reasonable intervals. In our opinion and according to the information and explanations given to us, the coverage and procedures of such verification by the management were appropriate having regard to size of the Company and the nature of its operations. No discrepancies of 10 % or more in the aggregate for each class in inventories were noticed on such physical verification carried out during the year when compared with books of account.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been sanctioned working capital limit in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. Accordingly, Clause 3(ii)(b) of the Order is not applicable to the Company.
(iii) According to the information and explanations provided to us, the Company has not made any investments, provided any guarantee or security or granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Hence, reporting Clause 3 (iii) (a) to (f) of the Order is not applicable (iv) In our opinion and according to the information and explanations given to us and on the basis of our examination of the books and records, the Company has not granted any loans to parties specified under section 185 of the Act. Further, the Company has complied with the provisions of sections 186 of the Companies Act in respect of the investment made. The Company has not given any guarantee of security to any party during the year.
(v) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not accepted any deposits or amounts which are deemed to be deposits during the year and hence the directives issued by Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under are not applicable.
(vi) According to the information and explanations given to us, the maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 for the business activities carried out by the company. We have broadly reviewed the same and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, the Company has been generally regular in depositing the undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income-tax, duty of customs, cess and other material statutory dues applicable to it with the appropriate authorities during the year. According to the information and explanations given to us and the records of the Company examined by us, there are no material undisputed statutory dues outstanding as at March 31, 2026 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no material statutory dues referred to in sub-clause (a) above which have not been deposited on account of any dispute as at March 31, 2026 except as under:
| .Sr Name of the Statute No. | Nature of Dues | As on 31.03.2026 (Rs. In Lakhs) | Period to which the amount relates | Forum wheredisputeispending |
| 1 U.P. Tax on Entry of Goods into Local Area Act, 2007 | Entry Tax | 810.19 | 2000-01, 2001-02, 2002-03, 2003-04, 2004-05, 2005-06, 2006-07 | D.C. (A) - Bareily |
| 2 U.P. Tax on Entry of Goods into Local Area Act, 2007 UP Trade Tax / VAT | Entry Tax | 41.40 | 2010-11 | High Court , Ahallabad |
| Trade Tax | 0.00 | Member Tribunal , Commercial Tax , Bly | ||
| 3 U.P. Tax on Entry of Goods into Local Area Act, 2007 | Entry Tax | 2.76 | 2010-11 | Joint Commissioner (Corporate Circle) , Commercial Tax ,Bly |
| 4 U.P.Trade Tax Act, 1948 | Trade Tax | 6.79 | 1989-90 & 199394 | High Court remanded the Case to Deputy Commissioner (A) , Bly for reassessment , Date of hearing not affixed |
| 5 Central Sales Tax Act, 1956 | Central Sales Tax | 55.24 | 2002-03 | High Court , Ahallabad |
| 6 Central Sales Tax Act, 1956 | Central Sales Tax | 3.73 | 1989-90 | D.C. (A) - Bareily |
| 7 The U.P. Value Added Tax Act ,2008 | VAT | 6.44 | 2015-16 | Member Tribunal , Commercial Tax , Bly |
| 8 State Excise Act | Excise | 1.07 | 2007-08 | Supreme Court |
| 9 U.P.Trade Tax Act, 1948 | Trade Tax | 167.00 | 2011-12 | Supreme Court |
| 10 State Excise Act | Excise | 0.48 | 2007-08 | Sec. Excise Lucknow |
| 11 The U.P. Value Added Tax Act ,2008 | VAT | 251.01 | 2011-12 | High Court, Lucknow. |
| 12 Central Excise Act , 1944 | Excise Duty | 634.45 | 2017-18 | HIGH COURT vide CEXA/237/2017 Filing Date : 18-08-2017 |
| 13 Central Excise Act, 1944 | Excise Duty | 1.67 | 2016-17 | Asst. Comm. Bareilly |
| 14 Central Excise Act, 1944 | Excise Duty | 308.62 | 2016-17 | Commissioner (Apl) CEX Noida |
| 15 Income-tax Act, 1961 | Income Tax | 3.62 | 2013-14 | CITA |
| 16 Income-tax Act, 1961 | Income Tax | 36.12 | 2013-14 | CITA |
(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no such transactions not recorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has defaulted in repayment of loans or borrowings or in the payment of interest thereon to the lenders. Details of the same are given below:
| Nature of borrowing including debt securities | Name of lender | Amount not paid on due date | Whether principal or interest | No. of days delay or unpaid | Remarks, if any | Paid Due date on |
| Term Loan | Govt of India (Ministry of Consumer Affairs, Food and Public Distribution) | 2,862.90 | Principal | Unpaid | Default of principal due from 31.3.2015 to 30.09.2019 | |
| Term Loan | Govt of India (Ministry of Consumer Affairs, Food and Public Distribution) | 4,515.20 | Interest | Unpaid | Default of interest due from 31.3.2015 to 31.3.2026 | |
| Term Loan | Uttar Pradesh Co- operative Bank Ltd | 386.12 | Principal | Unpaid | 31-08-2021 | |
| Term Loan | Uttar Pradesh Co- operative Bank Ltd | 787.00 | Principal | Unpaid | 28-02-2022 | |
| Term Loan | Uttar Pradesh Co- operative Bank Ltd | 944.50 | Principal | Unpaid | 31-08-2022 | |
| Term Loan | Uttar Pradesh Co- operative Bank Ltd | 944.50 | Principal | Unpaid | 28-02-2023 | |
| Term Loan | Uttar Pradesh Co- operative Bank Ltd | 888.86 | Interest | Unpaid | 31-03-2024 | |
| Term Loan | Uttar Pradesh Co- operative Bank Ltd | 38.10 | Interest | Unpaid | 31-08-2022 | |
| Term Loan | Uttar Pradesh Co- operative Bank Ltd | 177.00 | Interest | Unpaid | 28-02-2023 | |
| Term Loan | Uttar Pradesh Co- operative Bank Ltd | 1,400.78 | Interest | Unpaid | interest for the period 1.2.2023 till 31.3.2026 |
(b) According to the information and explanations given to us, the Company is not declared as wilful defaulter by any bank or financial institution or government or any government authority.
(c) In our opinion and according to the information and explanations given to us by the management, term loans availed by the Company were applied by the Company during the year for the purposes for which they were obtained.
(d) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the funds raised on short term basis have, prima facie, not been utilized for long term purposes by the Company during the year.
(e) According to the information and explanations given to us, the Company does not have any subsidiary, joint venture or associates. Hence, Clause 3 (ix) (e) and (f) of the Order is not applicable (x) (a) According to the information and explanations given to us and on the basis of the records of the Company examined by us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Hence, reporting under Clause 3(x)(a) of the Order is not applicable to the Company during the year.
(b) According to the information and explanations given to us and on the basis of the records of the Company examined by us, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partially or optionally) during the year. Hence, reporting under Clause 3(x)(b) of the Order is not applicable to the Company during the year (xi) (a) Based on the audit procedures performed and according to the information and explanations given by the management, no fraud by the Company or on the Company has been noticed or reported during the year. (b) To the best of our knowledge, no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year.
(c) According to the information and explanations given to us, no whistle blower complaints have been received by the Company during the year.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanation given to us, the Company is in compliance with sections 177 and 188 of Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) (a) In our opinion and according to the information and explanations given to us, the Company has internal audit system commensurate with size and nature of its business.
(b) We have considered the reports of the internal auditors issued to the Company during the year and covering the period upto March 31, 2026.
(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them during the year. Hence, reporting under Clause 3(xv) of the Order is not applicable.
(xvi) (a) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
(b) According to the information and explanations given to us, the Company has not conducted any Non-Banking Financial or Housing Finance activities during the year. Clause 3(xvi)(b) of the Order is, therefore, not applicable to the Company.
(c) According to the information and explanations given to us, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
(d) According to the information and explanations given to us, the Company does not have any CIC as a part of the Group. (xvii) The Company has incurred cash losses of Rs. 2,525.37 lakhs during the current financial year and Rs. 5,152.05 lakhs during immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors of the Company during the year.
(xix) According to the information and explanations given to us and on the basis of the financial ratios as referred in Note No. 55 and note on going concern as referred in Note No. 51, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and further based on our examination of the records of the Company, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts upto the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) According to the information and explanations given to us and based on verification of details and records, the criteria specified under section 135 of the Act is not fulfilled and hence the requirement of spending specified amount towards corporate social responsibility is not applicable to the Company. Accordingly, reporting under Clause 3 (xx) (a and b) of the Order is not applicable.
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
[Referredtoinparagraph2(f)underReportonOtherLegalandRegulatoryRequirementssectionofourreportofevendate to the members of Kesar Enterprises Limited on the Ind AS financial statements for the year ended March 31, 2026 Report on the Internal Financial Controls with reference to the Financial Statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (the "Act")
We have audited the internal financial controls with reference to financial statements of Kesar Enterprises Limited (the "Company") as of March 31, 2026 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls with reference to the financial statements based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by ICAI and the Standards on Auditing prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to financial statements.
Meaning of Internal Financial Controls with reference to financial statements
A companys internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to financial statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2026, based on the criteria for internal control with reference to financial statements established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Chandabhoy & Jassoobhoy
Chartered Accountants
Firm Registration No. 101647W Ambesh Dave
Partner
Membership No.: 049289
UDIN: 26049289DTKQEM8586
Place: Mumbai Date: May 29, 2026
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