Kesar Terminals & Infrastructure Ltd Directors Report

Dear Members,

Your Directors are pleased to present to you the 17^th Annual Report and the audited financial statements (standalone and consolidated) of the Company for the year ended 31^st March, 2025.

Financial performance and state of the Companys affairs:

The standalone financial performance of the Company for the year ended 31^st March, 2025 is summarized below:

(Rs. In Lakhs)

Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	3,278.28	2,986.54
Other Income	76.22	64.64
Profit/ (loss) before Depreciation, Finance Costs, Exceptional items and Tax	1,588.50	1208.36
Expense
Less: Depreciation/ Amortisation/ Impairment	316.14	336.72
Profit / (loss) before Finance Costs, Exceptional items and Tax Expense	1,272.36	871.64
Less: Finance Costs	832.32	742.66
Profit / (loss) before Exceptional items and Tax Expense	440.04	128.98
Add/(less): Exceptional items	(58.94)	-
Profit / (loss) before Tax Expense	381.10	128.98
Less: Tax Expense (Current & Deferred)	109.43	59.56
Profit / (loss) for the year (1)	271.67	69.42
Total Comprehensive Income/ (loss) (2)	3.21	(16.17)
Total Profit / (loss) for the year (1+2)	274.88	53.25
Balance of profit / (loss) for earlier years	3,398.99	3,329.57
Transfer to General Reserves	-	-
Dividend paid on Equity Shares	-	-
Profit/ (Loss) for the year	271.67	69.42
Prior period adjustment	-	-
Balance carried forward	3,670.66	3,398.99

During the financial year under review, the Companys revenue from operations was Rs. 3,278.28 Lakhs as compared to Rs. 2,986.54 Lakhs for the previous year. The profit for the year after tax stood at Rs. 271.67 Lakhs as against Profit of Rs. 69.42 Lakhs for the previous financial year.

The revenue of the Company on a consolidated basis was Rs. 3,613.51 Lakhs as compared to Rs. 3,121.01 Lakhs for the previous year. The profit for the year after tax stood at Rs.799.64 Lakhs for the financial year under review as against loss after tax of Rs. 5,168.42 Lakhs for the Previous financial year. There is no change in the nature of the Business of the Company.

BUSINESS OPERATIONS:

The Company is in the business of bulk liquid storage and logistics. The Company is listed on the BSE Limited. Honble Mumbai High Court, vide its Order dated 12th March, 2010 had approved the Scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956 pertaining to the Demerger of Storage undertaking of Kesar Enterprises Limited (Demerged Company) into Kesar Terminals & Infrastructure Limited (Resulting Company) on a going concern basis. The said undertaking has over 62 years of experience in handling different types of petroleum, petro chemical, hazardous and non-hazardous liquids.

DIVIDEND:

During the year under review, no dividend on the equity shares of the Company has been recommended by the Board. The Dividend Distribution Policy is not applicable to the Company in terms of provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

TRANSFER TO RESERVE:

During the year under review, there was no amount transferred to reserves by the Company.

SUBSEQUENT FINANCIAL YEAR 2025-26:

The revenue of the company in the financial year 2024-25 has increased by 10% as compared to the previous financial year. This is due to increased Import and better commercial utilisation of tanks in terminals. The exports were reduced by 30% mainly due to an increase in flexi & iso tank requirement instead of bulk export. There is one more chemical handling terminal added at Kandla resulting to customer preferences. Two competitors formed a consortium which has 240 tanks with a storage of 0.8 MMT storage in total. This large capacity gives them a leverage to dominate the market at Kandla. The Company would strive to achieve better revenues during the coming year i.e. F.Y. 2025-26. However, the development of better infrastructure and reduced demurrages at nearby Ports like Mundra / Hazira may affect the business of the Company. Further, the uncertainty in respect of lease rentals payable to Kandla Port could continue to affect the bottom line.

EXPANSION PLANS:

The Company has plans to invest in safety and modernization like Tankfarm Management System (TFMS) etc. after the renewal of the lease(s) with Deendayal Port Trust (DPT).

The Company has plan to set up a Bulk Terminal at other places based on the opportunity and market.

KESAR MULTIMODAL LOGISTICS LIMITED (KMLL) WHOLLY OWNED SUBSIDIARY:

BUSINESS:

Kesar Multimodal Logistics Limited ("KMLL"), which was a wholly owned subsidiary as well as a material subsidiary of the Company in terms of Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") during the year under review, primarily deals with warehousing of food grains, cold storage for fruits & vegetables etc. Customs approved export import container depot and Indian Railways approved Private Freight Terminal.

KMLL has incurred substantial losses during the year under review & previous financial year. During the financial year under review, the total income of KMLL increased to Rs.335.23 Lakhs as compared to Rs. 134.47 Lakhs in the previous financial year. There was no material change in the nature of the business of KMLL.

REGULATORY DISCLOSURES:

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiary, for F.Y. 2024-25 are available on the Companys website on https://www.kesarinfra.com .

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companys website at https://www.kesarinfra.com/policies. During the year under review, no Company has become or ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture Company. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("The Act"), a statement containing the salient features of financial statements of the Companys subsidiary in Form No. AOC-1 is attached to the financial statements of the Company.

SALE OF 100% STAKE IN KMLL:

The Company had entered into a Share Subscription and Purchase Agreement ("SSPA") with KMLL, and DP World Multimodal Logistics Pvt Ltd.("DPW") on September 11, 2023, whereby 100% equity and preference shareholding held by the Company in KMLL was to be transferred to DPW, upon fulfillment of conditions precedents agreed therein which included necessary approvals from the regulatory /statutory authorities. In pursuance of SSPA, the Company has, on September 10, 2025, transferred its 100% equity and preference shareholding in favour of DPW and as a result, KMLL has ceased to be a subsidiary of the Company. Further, as part of transaction under SSPA, the Company shall be completely relieved of Corporate Guarantee, which was issued by the Company in favour of lenders of KMLL and will be able to focus on its core business activities and can also look forward for expansion.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Act & Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards ("Ind AS"), the audited Consolidated Financial Statements of the Company for the financial year 2024-25, together with the Auditors Report form part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

Indian Bank had filled withdrawal application under section 12A of Insolvency and Bankruptcy Code 2016 against Kesar Multimodal Logistics Ltd (KMLL), Wholly Owned Subsidiary Company, before the Honble NCL T, Mumbai Bench. The Honble NCL T, Mumbai Bench in its hearing held on 10th March 2025 has allowed the withdrawal application. By virtue of the said order, Kesar Multimodal Logistics Ltd (KMLL) is out of CIRP.

POSTAL BALLOT:

The Company has passed an Ordinary Resolution through Postal ballot on 16^th December, 2023 for Re-appointment of Shri Harsh R Kilachand from 20.12.2023 till 19.12.2026.

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs.15,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs. 5/- each aggregating to Rs 12,50,00,000 and 25,00,000 Redeemable Preference Shares of Rs.10/- each aggregating to Rs. 2,50,00,000. The paid-up Share Capital of the Company is 1,09,26,475 Equity Shares of Rs.5/- each aggregating to Rs. 5,46,32,375. No shares were allotted in the Financial Year 2024-25. During the financial year 2024-25, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company.

NUMBER OF MEETINGS OF BOARD:

During the year under review, 5 (five) Board Meetings were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2024-25 are given in the Corporate Governance Report forming part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations. The Company has provided a video conferencing facility (VC) to Board/Committee members to attend the meeting through VC or in person.

COMMITTEES OF THE BOARD:

As on 31^st March, 2025, the Board has Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. During the year, all recommendations of the Committees of the Board have been accepted by the Board.

Details of the composition of the Board and Committees thereof, meetings of the Board and of the Board and of committees held during the year and terms of reference of the committees are provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, 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 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) the Directors have 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 Profit for that period; (iii) the Directors have 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 have prepared the annual accounts for the financial year ended on 31^st March, 2025 on a going concern basis; and

(v) the Directors had Iaid down proper internal financial controls in place and that such internal financial controls are adequate and are operating effectively; and (vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL: Directors

In compliance with Section 152 of the Act and the Articles of Association of the Company, Shri Rajinder Singh Loona, Non- executive Director (DIN:02305074) retires by rotation as director at ensuing AGM.

At the 16^th Annual General Meeting of the Company which was held on 21.08.2024, Shri Jayanto Kumar Devgupta (DIN: 00515391) was appointed as a Non-Executive Independent Director of the Company, for a term of 5 (Five) consecutive years i.e., from August 21, 2024 till August 20, 2029. In the opinion on the board, Shri Devgupta has integrity, Experties and experience (Proficiency) required to act as an Independent Director. Also during the said AGM, Shri Rajinder Singh Loona (DIN: 02305074) was appointed as a Non-Executive Non-Independent Director of the Company.

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.

The Board of directors at their meeting held on 26^th September, 2025 had recommended to the Shareholders the appointment of following directors in the ensuing Annual General Meeting: a. Appointment of Mrs. Natasha H. Kilachand (DIN:02422120) as a Non-Executive Director (Promoter). b. Appointment of Mr. Mahesh A. Kuvadia (DIN: 07195042) as a Non-Executive, Independent Director for a 1^st term of 5 years.

Declarations by Independent Directors

All the Independent Directors on the Board of the Company have submitted their respective declarations confirming that they meet the criteria of independence as mentioned in Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, affecting their status as Independent Directors of the Company.

Independent Directors databank registration

The Company has received declarations from all the Independent Directors of the Company confirming that they have registered their names in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs (IICA) as prescribed by MCA. A Separate meeting of the Independent Director of the Company was held on 12.02.2025.

Board Evaluation:

Pursuant to the requirement of the Act and Listing Regulations and considering criteria specified in the SEBI Guidance Note on Board Evaluation, the Board has carried out an annual evaluation of its own performance and that of its committees including performance of the Directors Individually through a structured questionnaire, feedback from each Director was obtained as part of performance evaluation. The Board has also carried out the evaluation of the performance of all the individual directors, the Executive Chairman & Non-executive director of the Company.

The performance evaluation of Individual Directors including the Executive Chairman, was done based on the criteria such as professional conduct, roles and functions, discharge of duties and their contribution to Board/Committees/Senior Management. The questionnaire prepared for evaluation of the Board as a whole and its committees also covered various aspects such as structure and composition, effectiveness of the Board process, information, roles and responsibilities and functioning of the Board and its Committees, establishment and determination of responsibilities of Committees, the quality of relationships between the Board and the management.

The performance evaluation of the Non- Independent Directors viz., the Executive Chairman & Non- executive Director and the Board as a whole was carried out by the Independent Directors at their separate meeting held on 12.02.2025.

Key Managerial Personnel

In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,Shri Harsh R Kilachand, Executive Chairman(DIN: 00294835), Shri Vipul Doshi, Chief Financial Officer, Mrs. Archana Mungunti, Company Secretary are the Key Managerial Personnel (‘KMPS) of the Company as on 31^st March, 2025. Mrs. Sarika Singh, Company Secretary resigned w.e.f. 22.05.2024 and Mrs. Archana Mungunti was appointed as Company Secretary w.e.f. 13.08.2024.

At the Board Meeting held on 26^th September, 2025, the Board of directors also approved the appointment of Mr. Vipul Doshi as Chief Executive Officer in addition to Chief Financial Officer w.e.f. 26^th September, 2025.

Nomination and Remuneration Policy

The Board has framed a Policy for selection and appointment of Directors, Senior Management and their remuneration. The salient features of the Policy and changes therein are set out in the Corporate Governance Report which forms part of this Annual Report. The details of the Nomination & Remuneration Policy are available on the website: www.kesarinfra.com/policies.

Familiarization Program

The monthly report on the working of the Company is placed before the Board Meeting on a quarterly basis by the Chief Financial Officer of the Company. The Directors are provided with documents, information and briefings to enable them to have a better understanding of the Company, its operations, and the industry in which it operates. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment/reappointment through a formal letter of appointment. Details of familiarization program imparted to the Independent Directors are available on the Companys website: https://www.kesarinfra.com/policies.

AUDITORS

Statutory Auditors and Statutory Audit Report

M/s. Chandabhoy & Jassoobhoy, Chartered Accountants (Firm Registration No. 101647W) were re-appointed as the Statutory Auditors of the Company, to hold office from the conclusion of the 16th Annual General Meeting till the conclusion of the 21st Annual General Meeting of the Company to be held in the calendar year 2029.

The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial Statements form part of this Annual Report. The Auditors in their reports to the members have given qualified opinion. Observations given by the Auditors on the Standalone Financial Statements and the response of the Board with respect to the same are as follows: a. We draw attention to Note 33(a) of the standalone financial statements in respect of proceedings initiated by the lenders in view of defaults in repayment of borrowings to the lenders by Kesar Multimodal Logistics Limited (KMLL), a wholly owned subsidiary company having total outstanding loans (including interest) of Rs.17,156.17 lakhs as at March 31, 2025, for which the Company is a corporate guarantor. As informed to us, more time from the lenders is sought for repayment of said borrowings / OTS dues. However, pending outcome of the above, the Company has made no provision against liability that may arise, if any, on account of invocation of the corporate guarantee w.r.t. pending repayment obligations by KMLL towards the lenders. b. We draw attention to Note 33(b) of the standalone financial statements with regard to Companys investment in and loans to Kesar Multimodal Logistics Limited (KMLL), a wholly owned subsidiary company, aggregating Rs. 9,803.04 lakhs and Rs. 8,107.44 lakhs respectively as at March 31, 2025. As stated in the said note, KMLL has incurred substantial losses till the current year and the net worth of KMLL as at March 31, 2025 has been fully eroded. In view of the huge losses in KMLL and pendency of (IBC) proceedings, during the year ended 31.03.2022, the management as prudent accounting practice, had made the provision for impairment of loans and Investments of Rs. 6,858.33 lakhs @ 50% of the total loans and investments outstanding as on 31.03.2022. As stated in the note, the management will consider a final call of further provisions / write off/write back of its carrying value of investments and loans in KMLL once the proposed divestment is concluded. The above will have an impact on the profit and carrying values of these investments and loans which is currently unascertainable. c. We draw attention to Note 32 of the standalone financial statements in respect of litigation with the Deendayal Port Trust (DPT) (formerly known as Kandla Port Trust (KPT)) in respect of their demand of transfer / upfront fees for change in the name and increase in lease rent on account of revision of rates for the leasehold lands and renewal of the said leases. In view of the pending litigations as stated in the note, no provision/adjustments have been made in the standalone financial statements in respect of said incremental liability or any impact on the leased assets recognised being the same currently not ascertainable and accordingly depreciation on assets constructed on lease hold land has been continued to be charged and right to use lease assets are continued to be recognised based on the lease rent and the lease period as already determined and recognised in earlier years. The final outcome of the matter may have impact on the profits of the Company as well as the right to use lease assets and lease liabilities recognized by the Company.

Response to the above-mentioned observations is as follows: a. KMLL has already made part payments towards the OTS dues and it is seeking more time from the lenders for repayment of OTS dues. Also, the Company is in advance stage of divesting upto 100% equity and/or preference stake in KMLL. Hence no provision is made as the impact is not ascertainable. b. The impact on the profit is not ascertainable as the Company is in advance stage of divesting upto 100% equity and/ or preference stake in KMLL. However as a prudent accounting practice, provision of Rs 6,858.33 Lakhs @ 50% of total loans and investments is made. c. As the Company is contesting DPT Demands in the Honble Supreme Court where hearing is pending, the Impact is not ascertainable. Hence no provision/adjustments have been made.

Observations given by the Auditors on the Consolidated Financial Statements and the response of the Board with respect to the same are as follows: a. We draw attention to Note 34(a) of the consolidated financial statements in respect of proceedings initiated by the lenders in view of defaults in repayment of borrowings to the lenders by Kesar Multimodal Logistics Limited (KMLL), a wholly owned subsidiary company having total outstanding loans (including interest) of Rs.17,156.17 lakhs as at March 31, 2025, for which the Company is a corporate guarantor. As informed to us, more time from lenders is sought for repayment of said borrowings / OTS dues. However, pending outcome of the above, the Company has made no provision against liability that may arise, if any, on account of invocation of the corporate guarantee w.r.t. pending repayment obligations by KMLL towards the lenders. b. As stated in Note 34(c) of the consolidated financial statements, the Subsidiary Company KMLL has incurred substantial losses during current as well as previous financial years and the net worth of the Company has completely eroded. Further, the revenues and turnovers of KMLL have not improved or achieved as per managements expectations. In view of the above, there may be an impairment in the carrying value of Property Plant and Equipment of the Subsidiary Company situated at Composite Logistics Hub at Pawarkheda, Madhya Pradesh. However, the extent of impairment is not ascertained currently and no provision has been made thereto as required by Indian Accounting Standard (Ind AS 36) ‘Impairment of Assets. c. We draw attention to Note No. 33 of the consolidated financial statements in respect of litigation with the Deendayal Port Trust (DPT) in respect of their demand of transfer/upfront fees and increase in lease rentals for the leasehold lands and renewal of the said leases. In view of the pending litigations as stated in the note, no provision/ adjustments have been made in the consolidated financial statements in respect of said incremental liability or any impact on the leased assets recognised in the financial statements being the same currently not ascertainable and accordingly depreciation on assets constructed on lease hold land has been continued to be charged and right to use lease assets are continued to be recognised based on the lease rent and the lease period as already determined and recognised in earlier years. The final outcome of the matter may have impact on the profits of the Company as well as the right to use lease assets and lease liabilities recognized by the Company.

Response to the above-mentioned observations is as follows: a) KMLL has already made part payments towards the OTS dues and it is seeking more time from the lenders for repayment of OTS dues. Also, the Company is in advance stage of divesting upto 100% equity and/or preference stake in KMLL. Hence no provision is made as the impact is not ascertainable. b) The Management expects improvement in the revenues and business of KMLL in future. Further in view of proposed divestment upto 100% equity /preference stake in KMLL and pending successful fulfillment of obligations towards its lenders, the extent of impairment is not currently ascertainable. c) As the Company is contesting DPT Demands in the Honble Supreme Court where hearing is pending, the Impact is not ascertainable. Hence no provision/adjustments have been made.

Internal Auditors

The Company has an adequate Internal Control System. All transactions are properly authorized, recorded and reported to the Management.

The Company had appointed M/s. S V Shah & Associates., Chartered Accountants as its Internal Auditors in accordance with the provisions of Section 138(1) of the Companies Act, 2013 for the Financial Year 2024-25. The Audit Committee reviews the observations made by the Internal Auditors in their Report on a yearly basis.

Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dhrumil M Shah & Co. LLP., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report for the financial year ended 31^st March, 2025 is set out in Annexure ‘A to this Report which contains no observations.

Secretarial Audit of Material unlisted Indian Subsidiary

As per Regulation 24A of the Listing Regulations, Secretarial Audit of the material subsidiary Kesar Multimodal Logistics Limited has been conducted for the financial year 2024-25 by M/s. Dhrumil M Shah & Co. LLP, Practicing Company Secretaries. The Audit Report contains no qualification, reservation or adverse remark. The Secretarial Audit Report of the material subsidiary for the financial year ended 31^st March, 2025, is annexed herewith and marked as ‘Annexure A1 to this Report.

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Directors Report.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions are placed before the Audit Committee and were in accordance with the related party transactions policy of the Company. All transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arms length basis in terms of provisions of the Act. Omnibus approvals are taken for transactions which are repetitive in nature. A quarterly statement of all Related Party Transactions is placed before the Audit Committee for review at every meeting, specifying the nature, value and terms and conditions of the transactions.

A Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is posted on the Companys website: www.kesarinfra.com/policies.

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 F.Y.2024-25. Transactions with related parties have been provided in the financial statements forming part of this annual report

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

ANNUAL RETURN:

The Annual Return of the Company in Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.kesarinfra.com .

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has an appropriate internal control system for its various functions with the ultimate objective of improving the efficiency of operations, better financial management and compliance with the applicable laws. The internal financial control system of the Company is supplemented with yearly internal audits, regular reviews by the management and checks by Statutory Auditors.

During the year under review, no material observation has been made by the Internal Auditor or Statutory Auditors of the Company in relation to the efficiency and effectiveness of such controls.

RISK MANAGEMENT:

Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. The Company has in place a Risk Management Policy. A detailed statement indicating the development and implementation of a risk management policy for the Company, including identification of various elements of risk appears in the Management Discussion and Analysis Report, which forms part of this annual report.

MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013, are not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT:

The Management Discussion & Analysis Report is annexed and forms part of this Annual Report. Pursuant to Regulation 34(3) of the Listing Regulations, Corporate Governance Report containing the details as required under Schedule(V)(C) of the said Regulations along with a certificate from the Secretarial Auditors of the Company confirming the compliance of the conditions of corporate governance by the Company as required under Schedule (V)(E) of the said Regulations is annexed hereto and forms an integral part of this Annual Report.

EXECUTIVE CHAIRMAN AND CHIEF FINANCIAL OFFICER CERTIFICATE:

In terms of the Listing Regulations, a certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Shri Harsh R Kilachand, Executive Chairman (DIN: 00294835) and Shri Vipul Doshi, Chief Financial Officer (CFO) for the financial year 2024-25 with regard to the financial statements and other matters. The said certificate forms part of the Corporate Governance Report.

INSIDER TRADING:

In compliance with the SEBI regulations on Prevention of Insider Trading, the Company has framed a comprehensive code which lays down guidelines and advises the Directors, Key Managerial Personnel and other designated persons of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company. The Company has formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the Code of Conduct for Prohibition of Insider Trading in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy in place in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee (ICC) for prevention and redressal of complaints/ grievances on the sexual harassment of women at workplaces. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year: (a) Number of complaints pending at the beginning of the year; Nil (b) Number of complaints received during the year: Nil (c) Number of complaints disposed off during the year: Nil (d) Number of cases pending at the end of the year: Nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Disclosures under Section 134(3)(m) of the Companies Act, 2013 pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, are not applicable to your Company during the year under review.

Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: During the financial year, the Companys foreign exchange earnings were Rs. Nil Lakh (Previous Year: NIL) and outgo was Rs. 18.17 Lakhs (Previous Year Rs. 16.24 lakhs).

INSURANCE:

The Company has taken adequate insurance for all its properties.

DEPOSITS:

As per the Companies Act, 2013, the Company has not taken deposits in terms of Section 73 of the Act.

UNCLAIMED DIVIDEND/TRANSFER OF SHARES TO IEPF:

As per Section 124(5) of the Companies Act, 2013, any money transferred by the Company to the unpaid dividend account and remaining unclaimed for a period of seven years from the date of such transfer shall be transferred to a fund called the Investor Education and Protection Fund (Fund) set up by the Central Government. Accordingly, the unpaid/unclaimed dividends upto and including for the financial year 2016-17 have already been transferred by the Company to the said Fund. Unpaid/unclaimed dividend for the financial year 2017-18 shall become due for transfer to the said Fund on 03.11.2025. Members are requested to verify their records and send their claim, if any, for the financial year 2017-18, before such amount becomes due for transfer to the Fund. Communication will be sent to the members, who have not yet claimed dividend for the said financial year requesting them to claim the same as well as unpaid dividend, if any, for the subsequent years. During the F.Y. 2024-25, the Company transferred unclaimed dividend for the FY 2016-17 of Rs. 95,622/- to the IEPF.

The Company has uploaded the details of unclaimed dividend on the Companys website at www.kesarinfra.com.

During the year under review, the Company transferred 9577 (Previous Year: 5308) equity shares of the face value of Rs. 5 each in respect of 118 (Previous Year: 78) shareholders to the demat account of the IEPF Authority held with NSDL. Details of such shareholders, whose shares are transferred to the IEPF and their unpaid dividends for the subsequent years are available on the website of the Company at www.kesarinfra.com.

REGISTRAR & SHARE TRANSFER AGENT:

MUFG Intime India Pvt. Ltd is the Registrar and Share Transfer Agent of the Company.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards i.e., SS-1 relating to Meetings of the Board of Directors and SS-2 relating to General Meetings, respectively.

WHISTLEBLOWER/VIGIL MECHANISM POLICY:

The Whistle Blower Policy of the Company, adopted by the Board, provides mechanism to its directors, employees and other stakeholders to raise 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 whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed at the website: https://www.kesarinfra.com/policies. It is hereby confirmed that no personnel have been denied access to the audit committee.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has its CSR policy align with the statutory amendments in place which is available on the Companys web link at www.kesarinfra.com/policies.

The composition and functions of the CSR Committee have been detailed in the Corporate Governance Report. The Company has undertaken CSR activities in accordance with Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is annexed herewith as Annexure B.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Relation with the employees remained cordial throughout the year. The Directors place on record their sincere appreciation for the excellent spirit and commendable progress showcased by the entire team of the Company working at its Terminals and Offices.

The information required pursuant to Section 197(12) of the Companies Act, 2013, 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, is provided as Annexure-"C" which forms part of this report.

The information required pursuant to Section 197 read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

APPROVAL OF REGISTRAR OF COMPANIES (ROC), MUMBAI FOR EXTENSION IN HOLDING 17^TH ANNUAL GENERAL MEETING:

In view of then on-going transactions under SSPA referred to in this report, the Company had, on September 3, 2025, requested ROC for granting extension of time in holding its 17^th AGM, which was to be held by September 30, 2025, in terms of provisions of Section 96 of the Companies Act, 2013. ROC, via its letter dated September 10, 2025, granted the said extension for a period of 3 months.

In view of the above, the ensuing 17^th AGM is scheduled on October 24, 2025.

ACKNOWLEDGEMENT:

The Directors wish to place on record their grateful appreciation for the assistance and co-operation extended by Banks, Financial Institutions, Customers and the wholehearted support extended by the Shareholders and Employees of the Company during the year.

For and on Behalf of the Board of Directors

For Kesar Terminals & Infrastructure Limited

 

Harsh Rajnikant Kilachand

Executive Chairman

DIN: 00294835

 

Place: Mumbai

Date: 26.09.2025