Kesar India Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in presenting herewith the 22nd Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

The summary of Financial Results for the Year ended March 31, 2026:

(Rs. In lakhs)

Particulars	Standalone For the year ended March 31, 2026	Consolidated For the year ended March 31, 2026	Standalone For the year ended March 31, 2025	Consolidated For the year ended March 31, 2025
Income from operations	14,654.10	17,645.18	8,066.38	10,779.06
Other Income	364.97	303.30	212.54	205.98
Total Expenditure	11,028.08	13,995.67	5,746.35	8,371.01
Profit Before Tax	3,990.99	3,952.81	2,532.57	2,616.03
Tax expense	1027.36	954.19	653.12	653.11
Profit for the year	2,963.63	2,998.62	1,879.45	1,962.92
Balance carried to Balance Sheet	2976.14	2,998.62	1877.41	1,962.92

Notes:

1. Save and except as disclosed elsewhere in the Annual Report 2025–26, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the close of the Financial Year ended March 31, 2026 and the date of this Boards Report.

2. PERFORMANCE HIGHLIGHTS:

Your Company has delivered yet another year of consistent and profitable growth. During the year under review your company has earned total income of Rs. 15,019.07 Lakhs (Previous year Rs. 8,066.38 Lakhs) whereas the consolidated total income stood at Rs. 17,948,48 Lakhs. Your Company operates in two segments i.e., real estate and Share Trading Business Activity.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and every other document referred therein are available on website of the Company i.e. https:// kesarlands.com/investors/. These documents are also available for inspection during working hours at the registered office of your Company.

Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Companies Act, 2013, Regulation 33 of the Listing Regulations, and applicable Accounting Standards, the Audited Consolidated Financial Statements of the

Company for the FY 2025-26, together with the Auditors Report, form part of this Annual Report.

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

Your Company is engaged in the activities of Real Estate Development of Residential and Commercial Projects and Share Trading Business Activity. There has been no change in the nature of business of the Company during the financial year under review. The overall business profile and operational focus of the Company remain unchanged from the previous financial year.

5. DIVIDEND:

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2026.

6. RESERVES:

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

7. AUTHORISED SHARE CAPITAL AND PAID-UP SHARE CAPITAL:

During the year under review no changes took place in the Authorised Capital of the Company: The Authorized Share Capital of the Company stood at Rs. 40,00,00,000/- (Rupees Forty Crore) divided into 4,00,00,000 (Four Crore) equity shares of Rs. 10/-.

During the year under review the Board of Directors of the Company has approved following allotments:

1. Allotment of 64,76,559 Fully Convertible Warrants ("Warrants") at an issue price of Rs. 350/- per Warrant, for cash, for an aggregate amount of Rs. 2,26,67,95,650/- on a preferential basis, to the persons/entities belonging to the ‘Promoter and Promoter Group and ‘Non-Promoter category.

2. Allotment of 12,57,142 Fully Convertible Warrants ("Warrants") towards conversion of outstanding unsecured loan to the extent of up to Rs. 10,99,99,925/- to be adjusted towards the 25% of the application amount payable against Warrants issued to the proposed allottees and up to Rs. 32,99,99,775/- in Cash towards the 75% of the amount payable on the conversion of the Warrants issued to the proposed allottees, at an issue price of Rs. 350/- per warrant, for cash, for an aggregate amount of Rs. 43,99,99,700/, on a preferential basis, to the persons/entities belonging to the ‘Promoter Group category.

3.Allotment of 86,856 Equity Shares of the Face Value of Rs. 10/- each, to the persons/entities belonging to the "Non-Promoter" category, for Cash, at an issue price of Rs. 350/- per Equity Share, for an aggregate amount of Rs. 3,03,99,600/-, on a preferential basis.

4.Allotment of 31,98,473 Equity Shares of face value of 10/- each pursuant to the conversion of 31,98,473 Fully Convertible Warrants ("Warrants"), allotted on September 18, 2025, at an issue price of 350/- each, to allottees belonging to "Promoter & Promoter Group" and "Non-Promoter" Category by way of preferential allotment on a private placement basis on December 10, 2025.

5. The Nomination and Remuneration Committee of Kesar India Limited ("the Company") at their meeting held on February 04, 2026 has approved allotment of 781 Equity Shares of Rs. 10/- each pursuant to the Kesar India Employees Stock Purchase Scheme – 2025.

6.Allotment of 5,74,319 Equity Shares of face value of 10/- each pursuant to the conversion of 5,74,319 Fully Convertible Warrants ("Warrants"), allotted on September 18, 2025, at an issue price of 350/- each, to the allottees belonging to "Non-Promoter" Category by way of preferential allotment on a private placement basis on February 28, 2026.

The Subscribed and Paid-up Share Capital of the Company as at the year end March 31, 2026, stood at Rs. 28,57,32,290 (Rupees Twenty-Eight Crore Fifty-Seven Lakhs Thirty-Two Thousand Two Hundred and Ninety Ony) divided in to 2,85,73,229 (Two Crore Eighty-Five Lakhs Seventy-Three Thousand Two Hundred and Twenty-Nine) equity shares of Rs. 10/- each.

Subsequent to the close of the financial year, the Company allotted 14,55,235; 71,428; 71428 and 10,77,105 Equity Shares pursuant to the conversion of Fully Convertible Warrants originally allotted on September 18, 2025, on a preferential basis through private placement at an issue price of Rs. 350 per warrant (including premium). The aforesaid equity shares were allotted on May 02, 2026; May 21, 2026; June 04, 2026 and July 27, 2026 respectively. Further, the Company allotted 80 Equity Shares of Rs. 10/- each pursuant to the Kesar India Employees Stock Purchase Scheme – 2025 to the eligible employees on July 17, 2026 Consequent to the above allotments, the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased to Rs. 31,24,85,050 (Thirty-One Crore Twenty-Four Lakh Eighty-Five Thousand and Fifty Only) comprising 3,12,48,505 (Three Crore Twelve Lakh Forty-Eight Thousand Five Hundred and Five) Equity Shares of Rs.10/- each.

8. DETAILS OF THE ASSOCIATES/JOINT VENTURE/ SUBSIDIARIES COMPANIES:

A list of subsidiaries/associates/joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

Your Company has following subsidiaries as on March 31, 2026:

• Kesar Middle East-FZCO (a Wholly Owned Subsidiary (WOS) Company incorporated in Dubai and its stepdown subsidiary M/s DEJA VUE-FZCO and Oricole Trading-FZ-LLC).

• Kesar Green Power Private Limited (WOS)

• Kesar IM Infra Projects

• Kesar Maitreya Realties

• Kesar Naturals Private Limited.

• YK Infracon Private Limited (Its step-down subsidiary Propsnap Reality Pvt. Ltd)

• YK Infraprojects Private Limited.

• Kesar Infraventures Private Limited

• Kesar Gold Projects Private Limited

• Kesar Maitreya Infraventures LLP

• Kesar Capital LLP

• Mahashakti Coal Washeries Private Limited.

The Company has one Associate - Trinity Buildcorp LLP

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in provided as Annexure-A, Form AOC-1, which forms part of this Annual Report. The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Companys registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company. (www. kesarlands.com) The Company has formulated policy for determining "Material Subsidiaries". The said policy can be accessed at https://kesarlands.com/ investors/, As on March 31 2026, your Company did not have any Material Subsidiary.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and associates of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

9.MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors Report.

10. CORPORATE GOVERNANCE:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors Report.

11.SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

12.VIGIL MECHANISM:

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at https:// www.kesarlands.com/investors

13. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION.

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Fair Disclosure Code") incorporating a policy for determination of "Legitimate Purposes" as per Regulation 8 and Schedule A to the said regulations and (2) "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons" as per Regulation 9 and Schedule B to the said regulations. The said codes can be accessed at https://www.kesarlands.com/investors.

14.INSURANCE:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

15.PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits as defined under Section 73 of the

Companies Act, 2013 and rules framed there under.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The particulars of Loan, Investments, Guarantees, etc. made by the Company during the financial year under review, which are covered under the provisions of Section 186 of the Act, are disclosed in the relevant Notes to the Financial Statements for the Financial Year ended March 31, 2026. All such transactions have been undertaken in compliance with the applicable statutory provisions, and within the limits approved by the Board and/or Shareholders of the Company.

17. MERGERS AND ACQUISITIONS:

During the financial year under review, the Company acquired a stake in Kesar Capital LLP on November 24, 2025 and a majority stake in Mahashakti Coal Washeries Private Limited on January 19, 2026. The Company did not undertake any merger or amalgamation transactions during the year

18. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to formulate annual action plan in pursuance of CSR policy and review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. CSR policy of the Company, inter alia, provides for CSR vision of the Company including proposed CSR activities and its implementation, monitoring and reporting framework.

Projects approved by the board are disclosed on the website of the Company, During the year under review, your Company has spent Rs. 27.00 Lacs i.e., more than 2% of average net profit of last three financial years on CSR activities as per applicable statutory provisions.

Annual Report on CSR activities carried out by the Company during FY 25-26 is enclosed as Annexure-B to this report.

19.DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm the following: a) In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed; b) The directors have selected such accounting policies and applied consistently and made judgements 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 and loss of the Company for that period; c) The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively; f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

20.AUDITORS: Statutory Auditor:

In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder M/s RHAD & Co. Chartered Accountants (Firm Registration No. 102588W) the Statutory Auditors of the company were appointed in the Annual General Meeting on June 30, 2022 to hold office from the conclusion of the 18th Annual General Meeting till the conclusion of the 23rd Annual General Meeting of the company. The Auditors have further confirmed that they are not disqualified from continuing as Auditors of your Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors:

The Company was not required to maintain cost records as specified under Section 148(1) of the

Companies Act, 2013, and hence, no cost auditors have been appointed

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of SEBI Listing Regulations, Ms. Prachi Bansal of M/s. Prachi Bansal and Associates, Practicing Company Secretaries were appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the term of five consecutive financial years from FY 2025-26 till FY 2029-30.

M/s. Prachi Bansal and Associates has confirmed that they are not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

The Secretarial Audit Report for FY 2025-26 is enclosed as Annexure–C to this report. The remarks mentioned in the Auditors Report, if any are self-explanatory.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s. M.C. Asawa & Co was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2025-2026.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

21.RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

The Risk Management Policy of your Company provides for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

22. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Companys operations in future.

23. MEETINGS OF THE BOARD:

The Board met 10 (Ten) times during the financial year 2025-26. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 (‘Act) and Regulation 17 of SEBI Listing Regulations, the Board has carried out the Annual Performance Evaluation of its own performance and that of its Statutory Committees viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and also of the Individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and SEBI Listing Regulations, a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairman, Non-Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the Management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

25.RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

During the financial year, pursuant to the approval of the Members and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company entered into material related party transactions. Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2 enclosed as Annexure–D to this report, as prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed to this Boards Report.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at https://www. kesarlands.com/investors the details of related party transactions are also disclosed in the notes forming part of the standalone and consolidated financial statements.

26. BOARD OF DIRECTORS and KMP:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sachin Gupta is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors recommends the re-appointment of Mr. Sachin Gupta as a Director of the Company for the approval of the Members.

The brief profile and other particulars of the Director seeking re-appointment, as required under Secretarial Standard-2 on General Meetings and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice convening the ensuing AGM.

During the year under review following changes took place in the Composition of the Board of Directors: All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report, which forms part of this Annual Report.

• Mr. Ajay Pandey (DIN: 09561463) resigned from the office of Independent Director of the Company with effect from November 05, 2025. The Board placed on record its sincere appreciation for the valuable contributions, guidance, and services rendered by him during his tenure as an Independent Director of the Company.

• Mr. Akshay Vinod Parmar (DIN: 11287143) was appointed as an Additional Director (Non - Executive and Independent) on the Board of your Company with effect from September 08, 2025 for a term of five years. His appointment was approved by the Members by way of a Postal Ballot on November 08, 2025.

• Mr. Ishwar Lal (DIN: 11224914) was appointed as an Additional Director (Non - Executive and Independent) on the Board of your Company with effect from September 08, 2025 for a term of five years. His appointment was approved by the Members by way of a Postal Ballot on November 08, 2025.

Subsequent to the close of the financial year, Ms. Toshiba Jain, Company Secretary and Compliance officer of the Company has resigned w.e.f. April

18, 2026 and pursuant to the provisions of section 203 of the Companies Act, 2013 and applicable provisions of listing regulations, the Company has appointed Ms. Aditi Anup Deshmukh as Company Secretary and Compliance officer of the Company w.e.f. April 19, 2026.

The requisite particulars of the Director seeking appointment/re-appointment, as required under the Companies Act, 2013, Secretarial Standard-2 on General Meetings and Regulation 36 of the SEBI Listing Regulations, are set out in the Notice convening the ensuing Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Independent Director Declaration:

Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Declaration for non-disqualification.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

27. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board of Directors has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. Salient features of Nomination and Remuneration Policy have been disclosed in Corporate Governance Report. The same is available on the Website of the company at https://www.kesarlands.com/investors.

28.COMMITTEES OF BOARD

With an objective of strengthening the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees. Details of such Committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.

29. PREVENTION OF SEXUAL HARASSMENT:

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed thereunder, the Company has constituted an Internal Complaints Committee ("ICC") at its workplaces. The ICC is entrusted with the responsibility of receiving, investigating, and redressing complaints pertaining to sexual harassment of women at the workplace in a fair, impartial, and time-bound manner.

The Company is committed to providing a safe, secure, and inclusive working environment free from harassment and discrimination. It has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace, which outlines the procedures for reporting complaints, conducting inquiries, and ensuring protection against victimization or retaliation. Regular awareness initiatives are also undertaken to sensitize employees about their rights and responsibilities under the Act.

The Policy on Prevention of Sexual Harassment of Women at Workplace is available on the Companys website at https://kesarlands.com/ wp-content/uploads/2026/09/17.-POSH-Policy_ V2.pdf

During the financial year under review, no complaints were received by the Internal Complaints Committee (ICC) under the provisions of the POSH Act. Further, no incidents of sexual harassment were reported at any of the Companys workplaces during the year.

30. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including amendments and rules framed thereunder, to the extent applicable.

31.ANNUAL RETURN:

Pursuant to Section 92 (3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website at https://www.kesarlands.com/investors.

32. PARTICULARS OF EMPLOYEES:

The information containing details of employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-E to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to cs@kesarlands.com .

33. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134(3)(m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure-F to the Report.

34. PREFERENTIAL ISSUE:

During the financial year, the Company has issued and allotted 64,76,559 Fully Convertible Warrants ("Warrants") at an issue price of Rs. 350/- per Warrant, for cash, on a preferential basis, to the persons/entities belonging to the ‘Promoter and Promoter Group and ‘Non-Promoter category on September 18, 2025. Also, the Company has issued and allotted 12,57,142 Fully Convertible Warrants ("Warrants") towards conversion of outstanding unsecured loan to be adjusted towards the 25% of the application amount payable against Warrants and balance 75% of the amount payable in Cash on the conversion of the Warrants at an issue price of Rs. 350/- per warrant, for cash, issued on a preferential basis, to the persons/entities belonging to the ‘Promoter Group category on September 18, 2025.

Also, the Company allotted 86,856 Equity Shares of the Face Value of Rs. 10/- each, to the persons/entities belonging to the "Non-Promoter" category, for Cash, at an issue price of Rs. 350/- per Equity Share, for an aggregate amount of Rs. 3,03,99,600/-, on a preferential basis on September 18, 2025 Further during the financial year, the Company allotted the 31,98,473 and 5,74,319 Equity Shares pursuant to conversion of Fully Convertible Warrants on December 10, 2025 and February 28, 2026 respectively. These Equity Shares were Listed with the BSE Limited accordingly.

Pursuant to sub-regulation 7A of Regulation 32 of SEBI (lord), 2015 the utilization of funds issues through preferential issue is given as Annexure G to this Report.

During the Financial Year 2025-2026, the Company received an aggregate amount of Rs. 1,58,74,56,412.50 out of the total net proceeds of Rs. 273,71,94,950 from the warrant holders pursuant to the conversion of warrants into equity shares. Aggregately, the Company has received Rs. 1,58,74,56,412.50 up to the year ended March 31, 2026. The balance amount of Rs. 1,03,97,38,611.00 remains to be received from the warrant holders within a period of 18 months from the date of allotment of warrants, i.e., on or before March 18, 2027.

35.EMPLOYEE STOCK OPTION SCHEME:

The Company has an Employee Stock Option Policy approved by the Members in the previous Annual General Meeting pursuant to which the Company had issued and allotted 781 Equity Shares pursuant to Kesar India Employee Stock Purchase Scheme – 2025 on February 04, 2026 to the eligible Employees of the Company during the financial year ended on March, 31, 2026. The Equity shares issued pursuant to ESOPs were Listed accordingly BSE Limited.

The Employee Stock Option Policy is available on the Companys website at https://www. kesarlands.com/investors/.

Pursuant to Regulation 14 (Part F Of Schedule I) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 the details of Employee Stock Purchase Scheme are enclosed Annexure-H to this report.

36. ENVIRONMENT, HEALTH AND SAFETY: Environment:

Asaresponsiblecorporatecitizenandacompany engaged in the real estate sector, environmental sustainability, responsible development, and safety remain paramount priorities for the Company. The Company is committed to complying with all applicable environmental laws, regulations, and pollution control norms applicable to its projects and operations. The Company continuously endeavors to adopt environmentally responsible practices in its real estate development activities, including efficient utilization of natural resources, responsible waste management, conservation of water and energy, and promotion of sustainable construction practices.

The Company remains committed to integrating environmental considerations into its project planning and development processes and continuously strives to minimize the environmental impact of its activities while creating sustainable and long-term value for its customers, stakeholders, and the communities in which it operates.

Health and Safety:

Health and safety remain key priorities across the Companys project sites, offices, and other establishments. The Company is committed to maintaining safe working conditions and promoting appropriate health and safety practices for its employees, contractors, workers, customers, and other stakeholders. Necessary safety measures, risk assessments, site inspections, and awareness and training initiatives are undertaken, wherever applicable, to identify and mitigate potential risks associated with construction and development activities.

Through responsible project management, effective supervision, safety awareness, and continuous improvement, the Company remains committed to fostering a strong safety culture and ensuring safe and responsible operations with the objective of minimizing workplace incidents and promoting the well-being of all stakeholders.

37. INDUSTRIAL RELATIONS:

During the year under review, the Company continued to maintain cordial and harmonious relations with its employees, workmen, contractors, and other personnel engaged across its offices, project sites, and establishments. The relationship between the Management and employees remained positive, constructive, and based on mutual trust and respect.

The Company encourages open communication, employee engagement, and a collaborative working environment, which contribute to maintaining a stable, productive, and positive workplace. The Company remains committed to the well-being, development, and professional growth of its employees and to fostering a healthy and inclusive work culture.

38. DETAILS OF NODAL OFFICER:

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the detail of the Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund (IEPF) Authority is as under:

Name: Ms. Aditi Anup Deshmukh Designation: Company Secretary and Compliance Officer Email Id: cs@kesarlands.com Contact No: +91-8956003419

39. OTHER DISCLOSURES AND INFORMATION: Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2). The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Annual Listing Fee:

The Company shares are listed with BSE Limited and listing fees was paid to the Stock Exchange.

No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

40. GENERAL:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or applicability pertaining to these matters during the year under review: Issue of equity shares with differential rights as to dividend, voting or otherwise.

Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Issue of debentures/bonds/any other convertible securities except warrants.

Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

Instance of one-time settlement with any Bank or Financial Institution.

Statement of deviation or variation in connection with initial public offer.

41. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels.

The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

For Kesar India Limited
Sd/-	Sd/-
Yash Gopal Gupta	Sachin Gopal Gupta
Whole-time Director	Managing Director
DIN: 02331896	DIN: 07289877
Date: August 07, 2026
Place: Nagpur