Kesar India Ltd

Dear Shareholders,

Your directors have pleasure in presenting herewith the 20th Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

The summary of Financial Results for the Year ended March 31, 2024:

* As your company did not had any subsidiary company in previous financial year, your Company has not prepared the consolidated financial statements in previous financial year.

1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

During the year under review your company has earned total income of Rs. 5,263.30 Lakhs (Previous year Rs. 1,518.62 Lakhs) whereas the consolidated total income stood at 5,341.64 Lakh. Your Company continues to operate only in one segment i.e., real estate activities and there is no change in the nature of Business of the Company.

Your Company is engaged in the activities of real estate development of residential and commercial projects. During the year under review, there was no change in the nature of business of the Company.

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, 2024.

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

During the year under review, your company has increased the Authorised Share Capital of the Company from Rs. 10,00,00,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- (Rupees Ten) to Rs. 40,00,00,000/- (Rupees Forty Crore) divided into 4,00,00,000 (Four Crore) Equity Shares of Rs. 10/- (Rupees Ten) each by creation of 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- (Rupees Ten).

Your Company has made allotment of 2,11,82,400 Equity Shares of Rs.10/- each as bonus shares in the ratio of 6:1 i.e. Six bonus equity shares for every one equity share held. Accordingly, the paid-up equity share capital of Company was increased from Rs. 3,53,04,000 to Rs. 24,71,28,000. The Bonus Equity Shares were traded on SME Platform of BSE Limited w.e.f. Monday, April 1, 2024.

As on March 31, 2024 your company had one Wholly-owned Subsidiary Company i.e. Kesar Middle ast-FZCO, Dubai and has no Joint Venture or Associate Company.

The statement containing salient features of the financial statement of subsidiary Company including contribution of subsidiary Company to the overall performance of the Company and in terms of the -1 as per Companies (Accounts) Rules, 2014 is revenueandprofitinthe attached to the financial statements of the Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and audited accounts of each of the subsidiary are available on www.kesarlands.com These documents will also be available for inspection during working hours at the registered office of your Company at Nagpur, Maharashtra. document may write to the Company Secretary and the same shall be furnished on request.

The Company has formulated policy for determining “Material Subsidiaries”. The said policy can be accessed at https://www.kesarlands.com/investors

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

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

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.

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. 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

Pursuant 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.

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

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

2013 and rules framed there under.

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.

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules,2013 are not applicable to the Company.

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, 2024, 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.

In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made there under 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 conclusion of the 18^th 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.

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

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ms. Prachi Bansal of M/s. Prachi Bansal and Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2023-24. Secretarial Audit Report for FY 2023-24 is enclosed as Annexure A to this report.

The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.

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 2023-2024.

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.

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

The Board met 7 (Seven) times during the financial year 2023-24. 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.

The Board carried out an annual performance evaluation of its own performance and that of its committees and independent directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors in a Separate Meeting held on February 14, 2024. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee. Based on performance of the board as a whole and its committees were proactive, effective and contributing to he goals of the Company.

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus from the approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

Pursuant to the provisions of section 188 of Companies Act,2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm’s length basis.

There were certain materially significant transactions which approval was obtained from the shareholders. The details of same are given in the notes to the Financial Statements, also information in form AOC-2 is annexed herewith.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and the same can be accessed at the below mentioned link https://www.kesarlands.com/investors The details of the transactions with Related Party are provided in the accompanying financial statements.

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sangeeta Gupta is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The details relating to changes in directors and key managerial personnel during the year under review are as under:

1. Mr. Utsav Bhavsar was appointed as an Additional Director (Independent) of the company w.e.f April 19, 2023 and was further regularized as an Independent Director of the Company w.e.f September 25, 2023 and Mr. Rajesh Chaware Independent Director of the Company has resigned w.e.f April 19, 2023.

2. Ms. Prachi Wekhande, Company Secretary and Compliance officer of the Company has resigned w.e.f. April 19, 2023 and pursuant to the provisions of section 203 of the Companies Act, 2013 and applicable provisions of listing regulations, the Company has appointed Ms. Toshiba Jain as Company Secretary and Compliance officer of the Company w.e.f. April 19, 2023.

The requisite particulars in respect of Directors seeking re-appointment are given in Notice convening the Annual General Meeting.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

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.

With an objective of strengthen 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.

relatedpartiesduringthefinancialyearfor During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

Your Company has zero tolerance towards sexual harassment at the workplace and have a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Pursuant to Section 92 (3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company’s website at https://www.kesarlands.com/investors

A statement containing the names and other particulars of employees in accordance with the provisions of section197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-B 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.

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-C to the Report.

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: i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

iii. Change in the nature of business of the Company

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

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

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

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

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.