Kesar India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting herewith the 21st Annual Report of your Company together with the
Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

The summary of Financial Results for the Year ended March 31, 2025:

(Rs. In lakhs)

Particulars	Standalone	Consolidated	Standalone	Consolidated
	For the year ended	For the year ended	For the year ended	For the year ended
	March 31, 2025	March 31, 2025	March 31, 2024	March 31, 2024
Income from operations	8,066.38	10,779.06	5,263.30	5,341.64
Other Income	210.53	205.98	57.91	57.91
Total Expenditure	5,786.75	8,411.22	3,915.61	3,917.43
Profit Before Tax	2,490.16	2,573.83	1,450.60	1,482.12
Tax expense	637.70	2,573.83	398.56	398.56
Profit for the year	1,852.46	1,936.13	1,007.04	1,083.56
Balance carried to Balance Sheet	1,852.46	1,936.13	1,007.04	1,083.56

Notes:

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.

2. OPERATIONAL HIGHLIGHTS:

During the year under review your company has earned total income of Rs. 8,066.38 Lakhs (Previous year Rs.
5,263.30 Lakhs) whereas the consolidated total income stood at Rs. 10,779.06 Your Company operates in two
segments i.e., real estate and Share Trading Business Activity.

3. NATURE OF BUSINESS:

Your Company is engaged in the activities of Real Estate Development of Residential and Commercial Projects
and Share Trading Business Activity.

4. CHANGE OF REGISTERED OFFICE OF THE COMPANY.

During the year under review the Company has changed the address of the registered office from F-101 Amravati
Road Jagat Plaza-Law College Square, Nagpur, Maharashtra, India, 440010 to 2nd Floor, Saraf Chambers, Mount
Road, Sadar, Sadar Bazar Nagpur, Maharashtra, India, 440001.

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, 2025.

6. RESERVES:

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

7. SHARE CAPITAL:

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 /- each and the Subscribed and Paid-up Share Capital of the
Company stood at Rs. 24,71,28,000 (Rupees Twenty Four Crore Seventy One Lakhs Twenty Eight Thousand Ony)
divided in to 2,47,12,800 equity shares of Rs. 10/- each.

8. SUBSIDIARY/JOINT VENTURE 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, 2025:

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

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

• Kesar Green Power Private Limited

• Kesar IM Infraprojects

• Kesar Maitreya Realties

• Kesar Naturals Pvt. Ltd.

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

• YK Infraprojects Pvt. Ltd.

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 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 allworking 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 Company''s 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://www.kesarlands.com/investors, As on March 31 2025, 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 joint ventures 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 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

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.

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:

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.

17. 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. 13.97 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 24-25 is enclosed as Annexure-A to this
report.

18. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3Xc) 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, 2025, 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.

19. 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, 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 2024-25. Secretarial Audit Report for FY 2024-25 is enclosed as Annexure-B to this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to approval of members
being sought as the ensuing AGM, M/s. Prachi Bansal and Associates, Practicing Company Secretary has been
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 of your Company does not contain any qualification, reservation or adverse remark.
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 2024-2025.

Frauds Reported by Auditors

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

20. 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.

21. 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 Company''s operations in future.

22. MEETINGS OF THE BOARD:

The Board met 11 (Eleven) times during the financial year 2024-25. 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.

23. 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
Committee''s 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 Board''s 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.

24. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered during the Financial Year were on an Arm''s Length Basis and were in
the ordinary course of business. The Company has not entered in to materially related party transactions i.e.,
exceeding 10% or more of the turnover of the Company with related parties, which may have a potential conflict
with the interest of the Company at large. Hence, no transactions are required to be reported in Form AOC-2.

During the year, all Related Party Transactions were placed before the Audit Committee and the Board for
approval. The Company, whenever required, has obtained approval of the Shareholders of the Company before
entering into Materially Related Party Transactions.

As required under Regulation 23 of the SEBI Listing Regulations, the Company has framed a Policy on Materiality
of Related Party Transactions and on dealing with Related Party Transactions which is available on the Website
of the Company at https://www.kesarlands.com/investors. The details of the transactions with Related Party
are provided in the accompanying financial statements.

25. DIRECTORS AND KMP:

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

During the year under review no changes took place in the Directors and KMP of the Company.

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 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 Section164 of the Companies Act, 2013.

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

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.

26. COMMITTEES OF BOARD

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.

27. PREVENTION OF SEXUAL HARASSMENT:

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has laid down a Prevention
of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) at all relevant
locations across India to consider and resolve the complaints related to sexual harassment. The ICs include
external members with relevant experience. The ICs, presided by senior women, conduct the investigations
and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at
the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues,
including while working remotely. The employees are required to undergo mandatory training/ certification on
POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

28. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women
employees have been extended the benefits as prescribed under the Act. The Company remains committed to
supporting working mothers and promoting a gender-inclusive workplace.

29. ANNUAL RETURN:

Pursuant to Section 92 (3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is
available on the Company''s website at https://www.kesarlands.com/investors

30. PARTICULARS OF EMPLOYEES:

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-C 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 [email protected].

31. 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-D to the Report.

32. 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:

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

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

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

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

33. 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 04, 2025
Place: Nagpur

---

Mar 31, 2024

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

1. FINANCIAL HIGHLIGHTS:

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

(Rs. In lakhs)

	Consolidated*	Standalone
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2024	For the year ended March 31, 2023
Income from operations	5341.64	5263.30	1518.62
Other Income	57.91	57.91	24.73
Total Expenditure	3917.43	3915.61	1435.97
Profit Before Tax	1482.12	1405.60	107.38
Tax expense	398.56	398.56	29.04
Profit for the year	1083.56	1007.04	78.34
Balance carried to Balance Sheet	1083.56	1007.04	78.34

* 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.

Notes:

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.

2. OPERATIONAL HIGHLIGHTS:

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.

3. NATURE OF BUSINESS:

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.

4. 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, 2024.

5. RESERVES:

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

6. SHARE CAPITAL:

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.

7. SUBSIDIARY/JOINT VENTURE COMPANIES:

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 revenue and profit in the prescribed format Form AOC-1 as per Companies (Accounts) Rules, 2014 is 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. Any member interested in obtaining such 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

8. 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.

9. CORPORATE GOVERNANCE:

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

10. 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.

11. VIGIL MECHANISM:

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

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

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.

13 . INSURANCE:

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

14. 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.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

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.

16. CORPORATE SOCIAL RESPONSIBILITY:

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.

17. DIRECTOR''S 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, 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.

18. AUDITORS:

Statutory Auditor:

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 office from the

conclusion of the 18^th Annual General Meeting till the conclusion of the 23^rd 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, 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.

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 2023-2024.

19. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:

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.

20. 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 Company''s operations in future.

21. MEETINGS OF THE BOARD:

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.

22. BOARD EVALUATION:

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.

23. RELATED PARTY TRANSACTIONS:

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus

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 with related parties during the financial year for 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.

24. DIRECTORS AND KMP:

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.

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.

25. COMMITTEES OF BOARD

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.

26. REPORTING OF FRAUD:

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.

27. PREVENTION OF SEXUAL HARASSMENT:

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.

28. ANNUAL RETURN:

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

29. PARTICULARS OF EMPLOYEES:

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 [email protected].

30. 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-C to the Report.

31. 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:

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.

32. 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

Chairman and Whole-time Director Manaing Director

DIN: 02331896 DIN: 07289877

Date: August 12, 2024 Place: Nagpur

---

Mar 31, 2023

Your directors have pleasure in presenting here with the 19th Annual Report of your Company together with the Audited Statements of Accounts for the Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS:

The summary of Financial Results for the Year ended March 31, 2023:

Particulars	For the year ended March 31, 1 2023 (Rs. in Lakhs)	For the year ended March 31, 2022 (Rs. in Lakhs)
Income from operations	1518.62	841.17
Other Income	24.73	67.55
Total Expenditure	1435.97	401.50
Profit Before Tax	107.38	507.21
Tax expense	29.04	144.24
Profit for the year	78.34	362.97
Balance carried to Balance Sheet	78.34	362.97

Notes:

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.

2. OPERATIONAL HIGHLIGHTS:

During the year under review your company has earned a total income of Rs. 1,543.34 Lakhs against the previous year total income of Rs.908.71 Lakhs,the 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.

3. 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, 2023.

4. RESERVES:

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

5. INITIAL PUBLIC OFFERING AND STATE OF THE COMPANY''S AFFAIRS:

During the year under review, your company has allotted 25,74,000 of Equity Shares of Rs 10 each by way of Bonus equity shares on May 05, 2022.

Further, your company came up with an IPO by fresh issue of 9,30,400 Equity Shares of face value Rs. 10 each at an issue price of Rs. 170 per equity shares (Including a premium of Rs. 160 per equity share), consequently 35,30,400 equity shares were listed on BSE SME platform of BSE Limited (BSE) with effect from Tuesday, July 12, 2022.

6. SUBSIDIARY/JOINT VENTURE COMPANIES:

As on March 31, 2023 your company does not have any Associates, Joint Venture or Subsidiaries Companies.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 forms part thisDirectors'' Report.

8. CORPORATE GOVERNANCE:

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

9. 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.

10. VIGIL MECHANISM:

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 theAudit 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

11. 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.

12. INSURANCE:

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

13. PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed thereunder.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

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.

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 pertaining to the Corporate Social Responsibility are not applicable to the Company.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' ResponsibilityStatement, your Directors hereby confirm the following:

a. In the preparation of the annual accounts for the financial year ended March 31, 2023, 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.

17. 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-June30, 2022 to hold office from the conclusion of the 18thAnnual General Meeting till the conclusion of the 23rdAnnual 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 statements 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 CompaniesAct, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Rakhi Dasgupta of M/s. Rakhi Dasgupta and Associates, PracticingCom-pany Secretary, to undertake the Secretarial Audit of the Company for FY 2022-23. The Secretarial Audit Report for FY 2022-23 is enclosed as Annexure-A to this report.

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

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 an internal audit of the Company for the financial year 2022-2023.

18. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

Your Company has anInternalFinancial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted a proper system ofInternal Control and RiskManagement 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.

19. 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 Company''s operations in future.

20. MEETINGS OF THE BOARD:

The Board met 12(Twelve) times during the financial year 2022-23. 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.

21. BOARD EVALUATION:

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 Directorsand the Board as a whole was carried out by the IndependentDirectors in a Separate Meeting held on February 13, 2023. Theexercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and RemunerationCommittee. Based on performance of the board as a whole and its committees were proactive, effective and contributing to the goals of the Company.

22. RELATED PARTY TRANSACTIONS:

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the 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 with related parties during the financial year for which approval was obtained from the shareholders. The details of the 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 RelatedParty are provided in the accompanying financial statements.

23. DIRECTORS AND KMP:

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

Mr. Utsav Bhavsar was, on recommendation ofNomination and Remuneration Committee,appointed by the Board of Directors as an additional director (Independent) under section 161 of theCompanies Act, 2013 w.e.f. April 19, 2023 who shall hold office upto the date of ensuing AnnualGeneral Meeting. The Company has received a notice as per the provisions of Section 160 of theCompanies Act, 2013 from a member proposing his appointment as Director. He is proposed to be appointed as an Independent Director for a period of five years i.e., to hold office upto April 19, 2028.The Board of Directors proposes to regularize his appointment by way of passing special resolution.

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

1. Mr. Ajay Pandey was appointed as an Additional Director (Independent) of the company w.e.f April 07, 2022 and Ms. Sangeeta Gupta was appointed as an Additional Director (Non-executive) of the Company w.e.f. April 07, 2022 and both were regularized as directors in the extra-ordinary general meeting held on April 07, 2022.

2. Mr. Sachin Gupta was re-designated as Managing Director and Mr. Yash Gupta was re-designated as Whole-time Director of the company w.e.f April 07, 2022 and the same was also confirmed by the members in their extraordinary general meeting held on April 07, 2022.

3. Ms. Twinkle Sharma, Company Secretary and Compliance officer of the Company has resigned w.e.f. February 13, 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. Prachi Wekhande as Company Secretary and Compliance officer of the Company w.e.f. February 13, 2023.

Further after the closure of the financial year,

4. Mr. Rajesh Chaware Independent Director of the Company has resigned w.e.f April 19, 2023.

5. Ms. Prachi Wekhande, Company Secretary and Compliance officer of the Company has resigned w.e.f. April 19, 2023 and pursuant to

The requisite particulars in respect of Directors seeking appointment/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 Section164 of the Companies Act, 2013.

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

Independent Director Declaration:

Your Company has received a necessary declaration from each independent director under section 149(7) of the CompaniesAct, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. TheIndependent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Data bank maintained with the Indian Institute of CorporateAffairs (''IICA'') in terms of Section 150 of the Act read withRule 6 of the Companies (Appointment & Qualification ofDirec-tors) Rules, 2014.

24. COMMITTEES OF BOARD

With an objective of strengthening the governance standards and to comply with the applicable statutory provisions, theBoard has constituted various committees. Details of suchCommittees constituted by the Board are given in theCorporate Governance Report, which forms part of thisAnnual Report.

25. REPORTING OF FRAUD:

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 underSection 143(12) of the Act details of which needs to be mentioned in this Report.

26. PREVENTION OF SEXUALHARASSMENT:

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

2013.

27. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at https://www.kesarlands.com/investors

28. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(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 theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules,

2014, forms part of this Annual Report.

Having regard to the provisions of Section 134 and Section136 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 upto the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to theCompany Secretary at the Registered Office of the Company Or email to cs@ kesarlands.com.

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

The particulars under Section 134(3)(m) of the CompaniesAct, 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.

30. 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:

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 orFinancial Institution.

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled yourCompany 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 theBanks, Financial Institutions, Central and State GovernmentDepartments, their Local Authorities and other agencies working with the Company for their guidance and support.