To
The Members,
Your Directors present the Annual Report of Kesar Enterprises Limited (the
Company) along with the audited financial statements for the financial year ended
March 31, 2026.
1. Financial Highlights
(Rs.in Lakhs)
| Particulars |
Financial Year |
Financial Year |
|
2025-26 |
2024-25 |
| Profit / (Loss) before interest, depreciation &
taxation |
(1100.28) |
(3892.47) |
| Less: Finance Cost |
1425.09 |
1259.58 |
| Profit / (Loss) before Depreciation & Taxation |
(2525.37) |
(5152.05) |
| Less: Depreciation and Amortisation Expense |
2315.54 |
2096.96 |
| Less: Taxation / Deferred Tax |
0.00 |
13.39 |
| Profit / (Loss) for the year |
(4840.91) |
(7262.40) |
| Other Comprehensive Income |
|
|
| Items that will not be reclassified to profit or loss: |
|
|
| (i) Actual gain on defined benefit obligation |
166.86 |
(20.42) |
| (ii) Effect of measuring investment at fair value |
0.34 |
(25.69) |
| Net Profit or (Loss) for the year |
(4673.71) |
(7308.51) |
For the Financial Year 2025-26, there is a loss of Rs. 4840.91 lakhs as
against a loss of Rs. 7262.40 lakhs in the previous year. After taking into account the
effect of other Comprehensive Income based on Ind-AS norms, there is a loss of Rs. 4673.71
lakhs for the Financial Year 2025-26 as against a loss of Rs. 7308.51 lakhs in the
previous year.
Over the last few years, the Sugar Industry has been facing severe
difficulties on account of high sugar cane prices set by the State Government, lower sugar
prices, reduction of power rates and consequential inadequate recovery of cost of
production. These factors have adversely affected the Company's operations and
financial performance.
The Company does not have any subsidiary, associate company or joint
venture company. There is no change in nature of the business of the Company during the
year under review.
2. Company's Operational Performance (Financial Year 2025-26)
Sugar Division
The crushing for Season 2025-26 commenced on 18-11-2025 i.e. 21 days
later, as compared to 28-10-2024 in the previous season. The reason for delay in
commencing the operation was, heavy diversion of our cane area to other Sugar Factories
due to our failing to clear the Cane Price dues of SS 2024-25. The management was forced
to rethink whether we will be getting adequate cane from the leftover area or not.
Finally, after evaluating various factors and due to the mounting pressure of the State
Administration and farmers, the Company decided to start the season. As expected, the
season ended on 23-02-2026 i.e. 10 days later, as against 13-02-2025 in the previous
season.
During the season, the plant crushed 55.31 lakh quintals of sugarcane
in 98 days as against 59.46 lakh quintals in 108 days in the previous season. The crushing
was lower by 4.15 lakh quintals during the season, as compared to previous season. The
reduction in the cane crush is due to heavy / unprecedented diversion of cane to other
neighboring factories on account of delay in clearing cane dues to farmers, inspite of
higher yield of cane per hectare, as compared to previous year.
The recovery of Ratoon was recorded as 450 quintals per hectare, which
is down considerably compared to the plant cane yield of 525 quintals per hectare. In our
captive cane area, overall average yield per hectare has fallen to 485 quintals per
hectare during SS 2025-26 as against 443 quintals per hectare of previous SS 2024-25.
Also, there was a considerable reduction in the cane area due to diversion of cane area to
the neighboring factories by the cane authorities, which has gone down to 18,636 hectares
during SS 2025-26, as against 27,012 hectares during SS 2024-25. However, the overall
sugar recovery has gone up to 10.23% during SS 2025-26, which was at 9.55% during previous
season 2024-25. The Company could not enjoy the benefit of peak recovery period which
generally is March & middle of April. During the season, the sugar production was 5.66
lakh quintals, as against 5.68 lakh quintals in the previous season. The following is a
brief table explaining the changes and impact of Fair and Remunerative Price (FRP) fixed
by the Central Government and the State Advisory Price (SAP) fixed by the State of Uttar
Pradesh, for cane price:
| Category |
Details |
2025-26 |
2024-25 |
| FRP |
Base Recovery |
10.25 |
10.25 |
| Rs. per quintal |
Rs per quintal |
355.00 |
340.00 |
|
Premium per quintal of cane per increase of 0.10% recovery |
3.46 |
3.32 |
|
Company's Recovery |
10.23 |
9.55 |
|
FRP Payable / Qtl at Company's recovery |
354.23 |
316.76 |
| SAP |
Early Variety |
400.00 |
370.00 |
| Rs. per quintal |
General Variety |
390.00 |
360.00 |
|
Rejected Variety |
355.00 |
355.00 |
|
Higher price paid over and above FRP on account of SAP |
45.77 |
53.24 |
From the above table, it is apparent that, due to the system of
adopting cane price payments based on SAP, in the State of UP, the Company has been
compelled to pay higher price for cane as compared to the factories that are adopting the
FRP based cane price.
During the last few years, the cost of production in the State of Uttar
Pradesh (UP) was the highest in the country, which rendered the UP Sugar Industry
unviable, cash-starved and uncompetitive. There is an urgent need to rationalize the cane
pricing policy in the State of UP and adopt a ‘linkage formula' as recommended
by the Rangarajan Committee linking sugar cane price to sugar realisation. This is the
only long-term solution for stability & viability of the Sugar industry. Indian Sugar
Mills Association (ISMA) and UP Sugar Mills Association (UPSMA) have been in discussion on
this issue with Central Government. However, the said issue is yet to be decided.
During the Season 2025-26, Molasses produced was 2.56 lakh quintals as
against 2.99 lakh quintals in the previous season, due to less crushing. The UP Government
had announced the Molasses Policy for 2025-26 (November-October), wherein the C Molasses
reservation ratio for the country liquor manufacturers had been reduced to 24.84% as
against 26.18%, of the previous season.
During the year under review, there is an increase in the sugar selling
price, as compared to the previous year. However, the increase in the sugar realisation is
not in line with the increase of SAP announced by the UP State Government. One of the most
pressing demand of Sugar Industry is about revising the Minimum Selling Price (MSP) of
sugar from Rs. 31.00 per KG, which was fixed about 6 years back, in line with the increase
in FRP, which has not been accepted by the Government this year too.
Power Division
During the Sugar Season 2025-26, the Plant started on 17-11-2025 as
against 23-10-2024 in the previous season and operated till 26-02-2026 as against
15-02-2025 in the previous season. This season also, the Company has stopped the power
plant immediately after the closure of sugar plant operations and did not run the power
plant during off-season on account of reduced, unviable power tariffs. The power
generation and other efficiencies too got compromised this season, as the Company had to
run the power plant at lower capacity due to less availability of cane.
The Plant consumed 1.59 Lakh MT of bagasse and 0.04 Lakh MT of
alternate fuel to generate 0.74 Lakh MW power as against 1.70 lakh MT of bagasse and 0.13
lakh MT of alternate fuel to generate 0.78 Lakh MW power in the previous Season. The total
power exported to Uttar Pradesh Power Corporation Limited (UPPCL) was 0.48 lakh MW
amounting to Rs 21.19 Crores as against 0.49 lakh MW amounting to Rs.17.09 Crores in the
previous Season.
UPERC has revised the power tariff and announced the revised tariff for
next 5 years with effect from 01-04-2024. Accordingly, the power tariff for FY 2024-25 has
been revised from 3.46 to 4.31 and for the FY 2025-26 it will be Rs 4.43 per unit. Based
on the revised tariff for FY 2024-25, supplementary bill for the exported quantity of 0.49
Lakh MW amounting to Rs 4.22 Cr has been accepted and paid by UPPCL during FY 2025-26.
Thus, the final export value of FY 2024-25 has got revised to Rs. 21.40 Cr as against
earlier reported value of Rs. 17.09 Cr.
Spirits Division
During the financial year 2025-26, the Company has not operated its
Distillery plant due to the higher cost of molasses and low realization of RS / SDS /
Ethanol.
3. Expectations from Financial Year 2026-27 Sugar Division
The crushing for Season 2026-27 is expected to start in the last week
of October 2026 / 1st week of November 2026 depending upon the cane maturity status and
other relevant factors. As we have experienced during the last 2 seasons, in spite of
having suppliable cane, our reserved zone farmers have preferred to supply their cane to
the neighboring factories on account of delay in payment of cane price by the Company.
Unless the Company improve upon the payment cycle of Cane price dues, the possibility of
cane diversion will be on the increasing trend, especially on account of new sugar mill,
coming up at a vicinity of 15 KMs distance.
During the Financial Year 2026-27, the sugar price is expected to be
steady due to the expected low level of opening stock of sugar, as well as the possibility
of reduced availability of cane. Also the Government's restriction / ban on sugar
export will bring in a positive impact on the sugar prices in India. All these factors,
collectively will result in the Company generating better operational margins gradually.
The industry outlook is positive in the short term and long term with sugar prices
expected to be encouraging and stable. The Company has been making efforts to improve its
payment position in relation to cane dues so that it may be able to perform better in the
coming year.
Spirits Division
Operation of Distillery is totally dependent on the combined market
scenario of molasses selling price and RS / SDS / Ethanol selling price. With the present
market price of Rs 1,000 to 1,100 per quintal of molasses along with RS / SDS selling
price in the range of Rs. 50 or less, operating distillery plant is totally unviable, and
the Company will continue to keep the distillery operations shut till the trend improves.
The Company will take a call whether to run Distillery or not, based on the market
scenario by end of September / October 2026.
Power Division
The start date of Cogen Power Plant will be synchronized with the start
of the Sugar plant and is most likely to start its operations from the last week of
October 2026 and will be operated till the end of sugar crushing season 2026-27.
4. Dividend
Considering the financial position of the Company, your directors have
not recommended any dividend for the financial year 2025-26.
5. Transfer to Reserves
No amount is proposed to be transferred to reserves during the year
under review.
6. Share Capital
As on March 31, 2026, the Paid-up Share Capital of the Company was Rs.
1007.97 lakhs. During the year under review, the Company has not issued any shares.
However, during the year under review, equity shares of Rs. 10/- each was subdivided into
equity shares of Rs. 1/- each. The Company has no Employee Stock Option Scheme in
existence.
7. Directors' Responsibility Statement
Pursuant to the requirement of Section 134(3)(c) of the Companies Act,
2013 (the Act), 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 March 31,
2026, the applicable accounting standards had been followed along with proper explanation
relating to material departures; ii) the Directors had 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 loss for that period; iii) the Directors had 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 had
prepared the Annual Accounts for the financial year ended on March 31, 2026 on a going
concern basis; v) the Directors had laid down proper internal financial controls in place
and that such internal financial controls were adequate and were operating effectively;
vi) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
8. Number of Meetings of the Board
Five (5) meetings of the Board of Directors were held during the year
under review. For details of meetings of the Board of Directors, Members may kindly refer
to the Corporate Governance Report, which is a part of this report.
9. Audit Committee
As on March 31, 2026, the Audit Committee comprised of four (4)
members, including, three (3) Independent Directors and one (1) Executive Director.
Further details of the Audit Committee are provided in the Corporate Governance Report,
which forms part of this report.
During the year under review, there were no instances where
recommendations of the Audit Committee were not accepted by the Board.
10. Directors & Key Managerial Personnel Directors:
As on March 31, 2026, 60.00% of the Board comprised of Independent
Directors. List of Directors as on 31st March 2026 is provided in Corporate Governance
Report, forming part of this Report. During the year under review, Dr. Narendra Mairpady
was re-appointed as Independent Director at 90th AGM held on 22.08.2025. In the opinion of
the Board, Dr. Mairpady has integrity, expertise and experience (proficiency) required to
act as Independent Director. There was no other appointment / re-appointment of any
Director during the year under review except for Dr. Narendra as mentioned above and Shri
Devendra J Shah, who retired by rotation and being eligible, he was re-appointed, at 90th
AGM. Pursuant to Section 152 of the Act, Shri Devendra J Shah, Non-Executive
Non-Independent Director (DIN: 03095028) shall retire by rotation at the 91st AGM and
being eligible, he has offered himself for re-appointment. A resolution seeking
shareholders' approval for his re-appointment along with other necessary details,
forms part of Notice of 91st AGM. Pursuant to the provisions of Section 149 of the Act,
the Independent Directors have submitted declarations that each of them meets the criteria
of Independence as laid down under Section 149(6) of the Act along with the rules framed
thereunder and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the Listing Regulations). There has been no change
in the circumstances affecting their status as Independent Directors of the Company.
The Independent Directors have confirmed compliance with the Code for
Independent Directors prescribed in Schedule IV to the Act and also, with the Code of
Conduct for Directors and Members of Senior Management formulated by the Company.
During the year under review, except that Shri Devendra J Shah
(Non-Executive Director) was also paid consultancy fees amounting to Rs. 10.54 lakhs, the
non-executive directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees and out-of-pockets expenses, if any, incurred for
attending the meetings of the Board of Directors and Committees thereof.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Act, the following are
the Key Managerial Personnel of the Company as on 31st March 2026:
| Name |
Designation |
| Shri Harsh R Kilachand |
Chairman & Managing Director |
| Shri Sharat Mishra |
Chief Executive Officer and Chief Financial Officer* |
| Shri Rohit Balu |
Chief Financial Officer** |
| Shri Prem Shankar Nagar |
Chief Financial Officer*** |
| Shri Gaurav Sharma |
Company Secretary & Vice President (Legal & HR) **** |
*Appointed additionally as Chief Financial Officer and re-designated as
Chief Executive Officer and Chief Financial Officer w.e.f. 30.04.2026.
**Resigned w.e.f. 09.07.2025
***Appointed w.e.f. 07.10.2025 and Resigned w.e.f. 31.10.2025
**** Re-designated as Company Secretary & Vice President (Legal
& HR) w.e.f. 01.04.2025
Except for the changes highlighted above, there was no other change in
the Key Managerial Personnel of the Company during the year under review.
Confirmation:
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.
11. Details of Familiarisation Programmes
Pursuant to the provisions of Regulation 25 of the Listing Regulations,
the Company familiarises the Independent Directors through various programmes, from time
to time, with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business model of the Company etc. The details
of Familiarization Programmes imparted to Independent Directors can be accessed on the
Company's website by using the link i.e. https://www.kesarindia.com/_files/ugd/b2c540_d96d808caffe4f9ebdd7f6f82f42f6ba.pdf.
12. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and the individual directors pursuant to the provisions of
the Act and the Listing Regulations.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as composition and
structure of the Board, effectiveness of the Board processes, information and functioning
etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee Members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings etc.
The performance of individual directors was evaluated by the Board on
the basis of criteria such as the contribution of each director to the Board and Committee
Meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings etc.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India.
In a separate meeting of independent directors held on 13.02.2026,
performance of the Board as a whole, Board Committees and Chairman & Managing Director
of the Company was evaluated.
Performance evaluation of independent directors was done by the entire
Board, excluding the independent director being evaluated.
13. Policy on directors' appointment and remuneration and other
details
The Company's policy on appointment of directors, key managerial
personnel and senior management and their remuneration is available on the Company's
website on https://www.kesarindia.com/_files/ugd/b2c540_d65a01e116eb49ec875f9df379de9c27.pdf
Salient Features of the said policy are as under:
(a) The Nomination and Remuneration Committee (NRC) have been assigned
the task to guide and recommend to the Board of Directors in relation to the appointment
of Directors, Key Managerial Personnel [KMP] and Senior Management Personnel and to
formulate criteria for such appointment (s); (b) The term of Director shall be governed as
per provisions of the Companies Act, 2013 and Rules made there under as amended from time
to time; (c) NRC shall carry out an evaluation of performance of every Director, KMP and
Senior Management Personnel at regular intervals; (d) The Remuneration/ Compensation /
Commission / Incentive etc. to be paid to Director/ Whole-time Director/ Managing
Director, KMP and Senior Management Personnel etc. shall be governed as per provisions of
the Companies Act, 2013 and Rules made there under or any other enactment for the time
being in force; (e) The Non-Executive Independent Director may receive compensation /
commission as per the provisions of the Companies Act, 2013. The amount of sitting fees
shall be subject to ceiling as provided under the Companies Act, 2013 and Rules made there
under or any other enactment for the time being in force.
The policy on remuneration has also been disclosed in the Corporate
Governance Report, which is a part of this report as an annexure.
14. Corporate Social Responsibility (CSR)
Although the provisions of Section 135 of the Act are not applicable to
the Company at present, the Company has a Corporate Social Responsibility Committee. The
Composition of the committee is provided in the Corporate Governance Report, forming part
of this report.
15. Internal Financial Control Systems and their Adequacy
The Company has adequate Internal Financial Control Systems in place.
The details in respect of internal financial controls and their adequacy are included in
the Management Discussion and Analysis Report, which is a part of this report.
16. Risk Management
Your Company has formulated a risk management policy to identify,
evaluate and mitigate various kinds of risks. The Audit Committee has oversight in the
area of financial risks and controls. A detailed statement indicating the development and
implementation of the risk management policy for the Company, including identification of
various elements of risk, is part of the Management Discussion and Analysis Report,
forming part of this report.
17. Statutory Auditors & Secretarial Auditors
At the 90th Annual General Meeting of the Company held on 22 August
2025, M/s. Chandabhoy & Jassoobhoy, Chartered Accountants were appointed as statutory
auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of
the 90th Annual General Meeting till the conclusion of ensuing 95th Annual General
Meeting.
At the 90th Annual General Meeting of the Company held on 22 August
2025, M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries were appointed as
secretarial auditors of the Company to hold office for a term of 5 (Five) years from the
conclusion of the 90th Annual General Meeting till the conclusion of ensuing 95th Annual
General Meeting.
18. Statutory Auditors' Report and Secretarial Auditors'
Report
The Statutory Auditors have submitted their Report for the year ended
on 31st March 2026, which has been taken on record by the Board of Directors. There is no
qualification, reservation or adverse remark in the Statutory Auditors' Report. No
frauds have been reported by the Statutory Auditors during the financial year 2025-26. The
Statutory Auditors' Report forms part of this annual report.
The Secretarial Auditors have also submitted their Report for the year
ended on 31st March 2026. There are a few observations made in the Secretarial
Auditors' Report, which along with explanation of the Board thereto, are as follows:
(a) Audit Observation: Delay in submission of Shareholding Pattern for the quarter
ended June 2025 under Regulation 31(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for which BSE Limited levied a fine of Rs. 2,360/-.
Explanation: In response to the above observation in the
Secretarial Auditors' Report, we state that the delay occurred due to inadvertent
oversight. The Company subsequently submitted the Shareholding Pattern with the Stock
Exchange with a delay of one day and paid the applicable fine levied by BSE Limited. The
Company has taken necessary steps to ensure timely compliances going forward.
(b) Audit Observation: Delay in submission of quarterly
financial results for the quarter ended June 2025 under Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, for which BSE Limited levied a
fine of Rs. 2,95,000/-.
Explanation: In response to the above observation in the
Secretarial Auditors' Report, we state that the delay in submission of the quarterly
financial results occurred inter alia due to resignation of the Chief Financial Officer
during the relevant period and the consequent transition in the finance function. The
Company has subsequently submitted the financial results and paid the fine levied by BSE
Limited. Further, the Company has taken necessary corrective measures to ensure timely
compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 going forward.
(c) Audit Observation: Delay in submission of quarterly
financial results for the quarter ended September 2025 under Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, for which BSE Limited
levied a fine of Rs. 53,100/-.
Explanation: In response to the above observation in the
Secretarial Auditors' Report, we state that the delay in submission of the quarterly
financial results occurred inter alia due to resignation of the Chief Financial Officer
during the relevant period and the consequent transition in the finance function. The
Company has subsequently submitted the financial results and paid the fine levied by BSE
Limited. Further, the Company has taken necessary corrective measures to ensure timely
compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 going forward.
(d) Audit Observation: The Company has not complied with
Regulation 18(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in as much as the gap between two consecutive Audit Committee Meetings
held on May 15, 2025 and October 6, 2025, was 144 days, as against the maximum permissible
gap of 120 days prescribed under the said Regulation.
Explanation: In response to the above observation in the
Secretarial Auditors' Report, we state that the delay in convening the subsequent
Audit Committee Meeting occurred inter alia due to resignation of the Chief Financial
Officer during the relevant period and the consequent transition in the finance function,
coupled with ongoing finalization of financial results and related matters. Accordingly,
the gap between two consecutive Audit Committee Meetings exceeded the prescribed limit
under Regulation 18(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company has taken note of the observation and implemented necessary
measures to ensure timely conduct of Audit Committee Meetings and compliance with the
applicable provisions going forward.
(e) Audit Observation: Pursuant to resignation of the earlier
incumbent Chief Financial Officer with effect from October 31, 2025, the Company could not
fill the resultant vacancy within the timeline prescribed under Regulation 26A(2) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently,
the position of Chief Financial Officer remained vacant for a period beyond the statutory
timeline during part of the review period.
Explanation: In response to the above observation in the
Secretarial Auditors' Report, we state that the vacancy in the office of Chief
Financial Officer arose pursuant to resignation of the earlier incumbent with effect from
October 31, 2025. Shri Rohit Balu resigned as CFO w.e.f. 9th July 2025 and in his place,
Shri Prem Shankar Nagar was appointed as CFO w.e.f. 7th October 2025. Shri Nagar also
resigned w.e.f. 31st October 2025. Thereafter, the position of Chief Financial Officer
remained vacant beyond the period specified under the said Regulation during part of the
review period as the Company was not able to find suitable candidate. However, the Company
has subsequently appointed a Chief Financial Officer on April 30, 2026, to make the said
non-compliance good and has taken necessary steps to ensure compliance with the applicable
provisions going forward.
(f) Audit Observation: The Company is not regular in payment of
cane price as per the provisions of U.P. Sugarcane (Regulation of Supply and Purchase)
Act, 1953 and of Sugarcane (Control) Order, 1966.
Explanation: In response to the above observation in the
Secretarial Auditors' Report, we state that the Company has incurred considerable
losses in last few years, due to drastic reduction in power tariff and lower sugar
recovery etc. Further, sugar realization is also not in line with State Advisory Price of
cane declared by the State of Uttar Pradesh. All these factors have mainly caused delay in
payment of cane dues. The Company has been making all sincere efforts to improve upon
payment of cane price.
No frauds have been reported by the Secretarial Auditors during the
financial year 2025-26. The Secretarial Audit Report is annexed to this report as "Annexure
I".
19. Cost Audit
The Company is required to maintain cost records as specified by the
Central Government under sub-section (1) of section 148 of the Act and the same have been
made and maintained in accordance with the said provision.
Pursuant to Section 148 of the Act, the Board of Directors had
appointed Shri Rishi Mohan Bansal, Cost Accountant as Cost Auditor of the Company to
conduct the audit of cost records maintained by the Company relating to Sugar, Industrial
Alcohol and Electricity Divisions for the year ended on 31st March 2026. The Cost Audit
Report as and when received from the Cost Auditor for the year ended on 31st March 2026,
shall be considered and examined by the Board and submitted to the Central Government
within the stipulated time.
Based on the recommendation of the Audit Committee, the Board of
Directors have, at their meeting held on 29th May 2026, appointed Shri Rishi Mohan Bansal,
Cost Accountant as Cost Auditor of the Company to conduct the audit of cost records
maintained by the Company relating to Sugar, Industrial Alcohol and Electricity Divisions
for the year ending on 31st March, 2027. In pursuance of Section 148 (3) of the Act read
with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, a resolution seeking to
ratify the payment of remuneration to the Cost Auditor for the financial year ending on
31st March 2027 forms part of Notice of ensuing 91st AGM.
20. Vigil Mechanism
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees in accordance with Section 177(9) of
the Act and Regulation 22 of the Listing Regulations, to report 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 Whistle Blowers to have direct access to the
Chairman of the Audit Committee in exceptional circumstances and protects them from any
kind of discrimination or harassment. This Policy is available on the Company's
website on https://www.kesarindia.com/_files/ugd/b2c540_cfdbeda8c87a40fd97a1212c8afc7f08.pdf.
21. Transactions with Related Parties
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 the financial year 2025-26 and hence, does not form part of this report.
A policy of Related Party Transactions as approved by the Audit
Committee and the Board of Directors is placed on the Company'swebsiteonhttps://www.kesarindia.com/_files/ugd/b2c540_40c44b32894c45e58bd2e63e273799f3.pdf.
22. Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantees and investments as per Section 186
of the Act by the Company, have been disclosed in the financial statements.
23. Deposits from Public
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
24. Credit Facilities
During the year under review, no fresh credit facilities were obtained
by the Company from any bank.
Disclosure in terms of Rule 8 (5) (xii) of the Companies (Accounts)
Rules, 2014, is not applicable for F.Y. 2025-26.
25. Insurance
The Company has taken adequate insurance for all its properties.
26. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on 31st March 2026 is available on the Company's website on https://www.kesarindia.com/communications.
27. Prevention of Insider Trading
In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015 on prevention of Insider Trading, your Company has a comprehensive code
which lays down guidelines and advises the Directors, Key Managerial Personnel and other
designated persons on procedures to be followed and disclosures to be made, while dealing
in securities of the Company. The Company's Code of Conduct for the Directors and
Members of Senior Management also makes it a duty on the part of the Directors and Members
of Senior Management to comply with the SEBI (Prohibition of Insider Trading) Regulations,
2015, while trading in securities of the Company.
The Audit Committee of the Board of Directors periodically reviews
compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations,
2015.
28. (a) Policy for Prevention of Sexual Harassment
The Company has complied with the provisions relating to constitution
of an Internal Complaint Committee (ICC) for prevention and redressal of complaints /
grievances on the sexual harassment of women at workplaces under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
There were no complaints on sexual harassment pending at start of the
year under review and the Company did not receive any such complaint during the year under
review.
(b) Compliance with the Maternity Benefit Act, 1961
The Company has complied with the provisions relating to the Maternity
Benefit Act, 1961 (as transitioned into and governed by the Code on Social Security,
2020).
29. Compliance with Secretarial Standards
Your directors state that applicable provisions of Secretarial
Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India,
relating to ‘Meetings of the Board of Directors' and ‘General
Meetings', respectively have been duly followed by the Company.
30. Material Changes & Commitments Affecting Financial Position
between the end of the financial year & Date of this Report
In the opinion of the Board of Directors, there are no material changes
& commitments affecting the financial position of the Company between the end of
financial year 2025-26 and date of this report.
31. Significant and Material Orders passed by the Regulators, Courts
and Tribunals
There are no significant and material orders passed by any regulator or
court or tribunal impacting the going concern status and company's operations in
future, as on the date of this report. However, an application under section 7 of
Insolvency and Bankruptcy Code, 2016 has been filed against the Company by M/s. Sugar
Development Fund. The said application is currently pending with Honorable National
Company Law Tribunal (NCLT), Mumbai Bench at pre-admission stage.
32. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Particulars with respect to conservation of energy and technology
absorption pursuant to Section 134(3)(m) of the Act are provided in "Annexure
II" forming part of this Report. During the year under review, there were no
Foreign Exchange Earnings and Outgo.
33. Particulars of Employees
Information required pursuant to Section 197(12) of the Act, 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 in India, is provided as "Annexure
III" to this report.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are provided in a separate annexure forming part of
this report. Further, the report and the accounts are being sent to the Members excluding
the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for
inspection and any Member interested in obtaining a copy of the same may write to the
Company Secretary.
34. Management Discussion & Analysis Report and Corporate
Governance Report
Management Discussion & Analysis Report and Corporate Governance
Report prepared in accordance with Schedule V of the Listing Regulations form part of this
Report as Annexure IV and Annexure V respectively.
The Company has complied with the requirements as stipulated under
Regulation 34 of the Listing Regulations. A Certificate from the Secretarial Auditors
regarding the compliance of conditions of corporate governance, is annexed to the
Corporate Governance Report.
35. Acknowledgements
The Directors thank the Company's employees, customers, vendors
and members for their continuous support. The Directors also thank the Government of
India, Government of Maharashtra and Government of Uttar Pradesh and concerned Government
departments and agencies for their co-operation.
|
On behalf of the Board of Directors |
|
Harsh R Kilachand |
| 29th May 2026 |
Chairman & Managing Director |
|
DIN: 00294835 |
|