Directors Report of Kesar Terminals & Infrastructure Ltd.

Mar 31, 2024

Your Directors are pleased to present to you the 16^th Annual Report and the audited financial statements (standalone and consolidated) of the Company for the year ended 31^st March, 2024.

FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS:

The standalone financial performance of the Company for the year ended 31^st March 2024 is summarized below:

Particulars	2023-24	('' In Lakhs) 2022-23
Revenue from Operations	2,986.54	3,349.65
Other Income	64.64	22.66
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax	1208.36	1,705.75
Expense Less: Depreciation/ Amortisation/ Impairment	336.72	366.01
Profit /loss before Finance Costs, Exceptional items and Tax Expense	871.64	1,339.74
Less: Finance Costs	742.66	741.91
Profit /loss before Exceptional items and Tax Expense	128.98	597.83
Add/(less): Exceptional items	-	-
Profit / (loss) before Tax Expense	128.98	597.83
Less: Tax Expense (Current & Deferred)	59.56	170.00
Profit / (loss) for the year (1)	69.42	427.83
Total Comprehensive Income/ (loss) (2)	(16.17)	(2.20)
Total Profit / (loss) for the year (1 2)	53.25	425.63
Balance of profit / (loss) for earlier years	3,329.57	2,901.74
Transfer to General Reserves	-	-
Dividend paid on Equity Shares	-	-
Profit/ (Loss) for the year	69.42	427.83
Prior period adjustment		-
Balance carried forward	3,398.99	3,329.57

During the financial year under review, the Company''s revenue from operations was '' 2,986.54 Lakhs as compared to '' 3,349.65 Lakhs for the previous year. The profit for the year after tax stood at '' 69.42 Lakhs as against Profit of '' 427.83 Lakhs for the previous financial year.

The revenue of the Company on a consolidated basis was '' 3,121.01 Lakhs as compared to '' 3,696.46 Lakhs for the previous year. The loss for the year after tax stood at '' 5,168.42 Lakhs for the financial year under review as against loss after tax of '' 1,384.64 Lakhs for the Previous financial year.

There is no change in the nature of the Business of the Company.

BUSINESS OPERATIONS:

The Company is in the business of bulk liquid storage and logistics. The Company is listed on the BSE Limited. Hon''ble Mumbai High Court, vide its Order dated 12^th March, 2010 had approved the Scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956 pertaining to the Demerger of Storage undertaking of Kesar Enterprises Limited (Demerged Company) into Kesar Terminals & Infrastructure Limited (Resulting Company) on a going concern basis. The said undertaking has over 60 years'' of experience in handling different types of petroleum, petro chemical, hazardous and non-hazardous liquids.

The Company has 2 terminals at Kandla, Gujarat. The tanks at Terminal No. I is situated right in front of the Jetties ensuring quick and smooth loading and off-loading of bulk liquids at a high pumping rate. Multiple Jetty Lines permit simultaneous discharge of cargo from more than one vessel at any time.

The Company operates in a single segment. The Management expects a significant improvement in the revenues and business of the Company.

DIVIDEND:

During the year under review, no dividend on the equity shares of the Company has been recommended by the Board.

The Dividend Distribution Policy is not applicable to the Company in terms of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

TRANSFER TO RESERVE:

During the year under review, no amount has been transferred to reserves by the Company.

SUBSEQUENT FINANCIAL YEAR 2024-25:

The revenue of the company in the financial year 2023-24 has dropped by 10% as compared to the previous financial year. This is due to reduced Import and Kandla Port declined to issue gate passes in the month of May, 2023, owing to issue of lease renewal and rental payment. Also, exports were reduced by 50% mainly due to an increase in flexi & iso tank requirement instead of bulk export. There is one more chemical handling terminal added at Kandla resulting to customer preferences. Two competitors formed a consortium which has 240 tanks with a storage of 0.8 MMT storage in total. This large capacity gives them a leverage to dominate the market at Kandla. The Company would strive to achieve better revenues during the coming year i.e. F.Y. 2024-25. However, the development of better infrastructure and reduced demurrages at nearby Ports like Mundra / Hazira may affect the business of the Company. Further, the uncertainty in respect of lease rentals payable to Kandla Port could continue to affect the bottom line.

EXPANSION PLANS:

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

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

WHOLLY- OWNED SUBSIDIARY COMPANY:

The Company has a wholly- owned subsidiary - Kesar Multimodal Logistics Limited (KMLL), a material subsidiary of the Company, as per Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). There has been no material change in the nature of the business of the subsidiary.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company''s website at https://www.kesarinfra.com/policies.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture Company. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013("The Act"), a statement containing the salient features of financial statements of the Company''s subsidiary in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiary, for F.Y. 2023-24 are available on the Company''s website on https://www.kesarinfra.com/annual-reports .

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Act & Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards ("Ind AS"), the audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditor''s Report form part of this Annual Report.

KESAR MULTIMODAL LOGISTICS LIMITED (KMLL) - WHOLLY OWNED SUBSIDIARY:

Composite Logistics Hub Project of Kesar Multimodal Logistics Limited (KMLL), the wholly- owned subsidiary primarily deals with warehousing of food grains, cold storage for fruits & vegetables etc. Customs approved export import container depot and Indian Railways approved Private Freight Terminal.

KMLL has incurred substantial losses during the current financial year & previous financial year. During the financial year under review, the total income of KMLL decreased to '' 134.47 Lakhs as compared to '' 346.81 Lakhs in the previous financial year.

Originally, the Project of developing Composite Logistics Hub was conceived with Term Loans from 3 Banks and the Promoter''s contribution. Further, the scope of the project increased due to the 2 - way rail connectivity and certain changes prescribed by the Railways which included more safety features, which resulted in the increase in the cost of the project from about '' 14,867.20 lakhs to about '' 21,991.93 lakhs. The revised means of financing envisaged additional contribution from the Promoter of about '' 2,591 Lakhs and additional debt of around '' 4,534 lakhs. Two of the 3 Banks reappraised the project and sanctioned their share of additional loans of '' 3,390 Lakhs. However, one Bank did not sanction its share of '' 1,144 lakhs. Consequently, the two Banks did not disburse even their share of the sanctioned additional term loan of '' 3,390 lakhs, as a result of which KMLL had to complete the requisite work with the additional funds inducted by the Company. Thus, slow pick up of the business and funding gap created by non-sanction of the additional term loan by one Bank, resulted in shortage of funds.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

Lenders of KMLL had filed a Company Petition u/s 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) against KMLL being the borrower and the Company (being Corporate Guarantor) in November 2020 with NCLT - Mumbai Bench which was admitted by the NCLT vide Order dated 17.02.2022 against KMLL and Order dated 07.03.2022 against the Company. The Lenders of KMLL had also filed an Original Application before the Debt Recovery Tribunal (DRT) - Jabalpur against the Company and KMLL.

In 2022, KMLL had entered into a One Time Settlement (OTS) with the Banks & accordingly, the Corporate Insolvency & Resolution Process ("CIRP") was withdrawn under Section 12A of IBC. In order to meet the OTS obligations, the Company decided to sell its entire stake in KMLL, pursuant to which the Company executed a Share Subscription and Purchase Agreement (SSPA) with DP World Multimodal Logistics Private Limited (DPW) and KMLL on September 11,2023. However, the transaction is subject to the fulfilment of the Conditions Precedent therein which include obtaining the necessary approvals from the regulatory / statutory authorities. The said approvals are in process of being obtained but delayed due to the Elections and the administrative changes with the authorities. Due to this delay, the OTS payments have also been delayed and KMLL has sought an extension of time for the OTS payments. In the meantime, one of the lenders of KMLL has filed an application for initiation of CIRP under Section 7 of the IBC before the NCLT, Mumbai Bench against the Company and also against KMLL. Another Lender has also initiated CIRP u/s 7 of IBC against KMLL. All the three petitions are at the hearing stage and no adverse orders have been passed in any of these petitions as on date of this report.

KMLL is already in discussions with the lenders for extending the time for the OTS payments.

POSTAL BALLOT:

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

SALE OF SUBSIDIARY:

The Company has entered into a Share Subscription and Purchase Agreement with KMLL and DPW on September 11, 2023. The transaction and the closing procedures under SSPA shall be completed upon fulfillment of Conditions Precedent agreed therein which include necessary approvals from the regulatory /statutory authorities.

The present Long Stop Date under the agreement is July 31,2024.

SHARE CAPITAL:

The authorised Share Capital of the Company is '' 15,00,00,000/- divided into 2,50,00,000 Equity Shares of '' 5/- each aggregating to '' 12,50,00,000 and 25,00,000 Redeemable Preference Shares of '' 10/- each aggregating to '' 2,50,00,000. The paid-up Share Capital of the Company is 1,09,26,475 Equity Shares of '' 5/- each aggregating to '' 5,46,32,375. No shares were allotted in the Financial Year 2023-24.

During the financial year 2023-24, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company.

NUMBER OF MEETINGS OF BOARD:

During the year under review, 6 (Six) Board Meetings were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report forming part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations. The Company has provided a video conferencing facility (VC) to Board/Committee members to attend the meeting through VC or in person.

COMMITTEES OF THE BOARD:

As on 31^st March, 2024, the Board has Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. During the year under review, all recommendations of the Committees of the Board have been accepted by the Board.

A detailed note on the composition of the Board and its Committees meetings held during the year and its terms of reference is provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, hereby state that:

(i) in preparation of the annual accounts for the financial year ended on 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors have prepared the annual accounts for the financial year ended on 31^st March, 2024 on a going concern basis; and

(v) the Directors have Iaid down proper internal financial controls in place and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Directors

In compliance with Section 152 of the Act and the Articles of Association of the Company, Shri Jayanto Kumar Devgupta, Nonexecutive Director (DIN:00515391) retires by rotation as director at ensuing AGM.

Mrs. Nilima Ashok Mansukhani (DIN:6964771) was re-appointed as an Independent Director on the Board of Directors ("Board") of the Company at the 15^th Annual General Meeting ("AGM") held on 27th September, 2023 to hold office for the second consecutive term commencing from 27th September, 2023 and ending on 20^th May, 2028.

Shri Harsh Rajnikant Kilachand Executive Chairman of the Company has been reappointed by Ordinary Resolution passed by Shareholders through Postal Ballot on 16^th December, 2023 for the period of 3 years starting from 20.12.2023.

Declarations by Independent Directors

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

Independent Director''s databank registration

The Company has received declarations from all the Independent Directors of the Company confirming that they have registered their names in the Independent Directors'' databank maintained by the Indian Institute of Corporate Affairs (IICA) as prescribed by MCA.

A Separate meeting of the Independent Director of the Company was held on 01^st February, 2024.

Board Evaluation

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

The performance evaluation of Individual Directors including the Executive Chairman, was done based on the criteria such as professional conduct, roles and functions, discharge of duties and their contribution to Board/Committees/Senior Management.

The questionnaire prepared for evaluation of the Board as a whole and its committees also covered various aspects such as structure and composition, effectiveness of the Board process, information, roles and responsibilities and functioning of the Board and its Committees, establishment and determination of responsibilities of Committees, the quality of relationships between the Board and the management.

The performance evaluation of the non- Independent Directors viz., the Executive Chairman & Non- executive Director and the Board as a whole was carried out by the Independent Directors at their separate meeting held on 01^st February, 2024.

Key Managerial Personnel

In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Harsh R Kilachand, Executive Chairman (DIN: 00294835), Shri Vipul Doshi, Chief Financial Officer, Mrs. Sarika Singh, Company Secretary are the Key Managerial Personnel (''KMPs'') of the Company as on 31^st March, 2024.

Shri Debasis Bhattacharya, Chief Executive Officer (CEO) of the Company resigned w.e.f.04^th October, 2023.

Nomination and Remuneration Policy

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

Familiarization Program

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

AUDITORS:

Statutory Auditors and Statutory Audit Report

The Company''s existing Auditors, M/s. Chandabhoy & Jassoobhoy, Chartered Accountants (Firm Registration No. 101647W) were appointed as Statutory Auditors of the Company at 11^th Annual General Meeting of the Company for the period of 5 years to hold the office until the conclusion of ensuing Annual General Meeting. The period under review was the 5^th year of Audit by M/s. Chandabhoy & Jassoobhoy.

The Board of Directors at its meeting held on 21^st May, 2024, has recommended to the Shareholders the, re-appointment of M/s. Chandabhoy & Jassoobhoy as Statutory Auditors of the Company for a second term of five consecutive years from conclusion of the ensuing AGM until the conclusion of the 21^st AGM of the Company to be held in the Calendar year 2029.

The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial Statements form part of this Annual Report. The Auditors in their reports to the members have given qualified opinion. Observations given by the Auditors on the Standalone Financial Statements and the response of the Board with respect to the same are as follows:

a. We draw attention to Note 34(a) of the standalone Ind AS financial statements in respect of defaults in repayment of borrowings to the lenders by Kesar Multimodal Logistics Limited (KMLL), a wholly owned subsidiary company. As stated in the note, the total outstanding loans (including interest) availed by KMLL) from Banks as at 31.03.2024 is '' 20,325.37 Lakhs. In view of defaults, lenders of KMLL had initiated Insolvency and Bankruptcy Code, 2016 (IBC) proceedings against the company being a corporate guarantor which have been subsequently withdrawn pursuant to the sanction of OTS (One Time settlement) by the lenders of KMLL. As stated in the note, KMLL has made part payments towards the OTS and there are overdues as on 31.03.2024 and banks have intimated cancellation of OTS. One of the lenders of KMLL has filed a Company petition with NCLT (National Company Law Tribunal) under IBC on 20.12.2023 against KMLL and KMLL has filed its reply to the Company Petition and the same is kept for hearing on 04.06.2024. Another lender of KMLL has also filed a Company Petition with NCLT under IBC on 24.01.2024 against the Company and also against KMLL. The same is yet to come up for hearing. KMLL is seeking more time from the lenders for repayment of OTS dues. However, pending outcome of the above, the Company has made no provision against liability that may arise, if any, on account of invocation of the corporate guarantee w.r.t. pending repayment obligations by KMLL towards the lenders.

b. We draw attention to Note 34(b) of the standalone Ind AS financial statements with regard to Company''s investment in and loans to Kesar Multimodal Logistics Limited (KMLL), a wholly owned subsidiary company, aggregating '' 9,803.04 lakhs and '' 6,201.83 lakhs respectively as at March 31, 2024. As stated in the said note, KMLL has incurred substantial losses till current year and the net worth of KMLL as at March 31,2024 has been fully eroded. In view of the huge losses in KMLL and pendency of (IBC) proceedings, during the year ended 31.03.2022, the management as prudent accounting practice, had made the provision for impairment of loans and Investments of '' 6,858.33 lakhs @ 50% of the total loans and investments outstanding as on 31.03.2022. The management has taken a decision not to book the notional interest income as per IND AS on investments in KMLL (0% preference shares and Interest free Unsecured Loans) and as such the notional commission on corporate guarantee given on loans taken by KMLL w.e.f. 01.04.2021. Further, the Company has taken its Shareholders approval to enable the proposed divestment of the equity and preference shares of KMLL. In this respect, the Company has signed an SSPA (Shares Subscription and Purchase Agreement) with the DP World Multimodal Logistics Private Limited (Acquirer). The completion of SSPA is subject to the fulfilment of conditions precedent and necessary approvals from the regulatory/statutory authorities as detailed in SSPA. The present Long stop date of the SSPA is 31.07.2024. As stated in the note, the management will consider a final call of further provisions / write off/write back of its carrying value of investments and loans in KMLL once the proposed divestment is concluded. The above will have an impact on the profit and carrying values of these investments and loans.

c. We draw attention to Note 33 of the standalone Ind AS financial statements in respect of litigation with the Deendayal Port Trust (DPT) (formerly known as Kandla Port Trust (KPT)) in respect of their demand of transfer / upfront fees for change in the name and increase in lease rent on account of revision of rates for the leasehold lands and renewal of the said leases. As stated in Note, the Company had filed a Letters Patent Appeal (LPA) / Special Civil Application (SCA) in High Court of Gujarat against the demand raised by the DPT. Further, since the lease period is expired, the Company had filed LPA/SCA for the renewal of the said lease. The Hon''ble Gujarat High Court has dismissed the LPA / SCA filed by the Company and the Company has filed a Special Leave Petition (SLP) in the Hon''ble Supreme Court of India against the order of the Hon''ble Gujarat High Court. However, pending the decision of Hon''ble Supreme Court of India, no provision/adjustments have been made in the standalone Ind AS financial statements in respect of said incremental liability or any impact on the leased assets recognised being the same currently not ascertainable and accordingly depreciation on assets constructed on lease hold land has been continued to be charged and right to use lease assets are continued to be recognised based on the lease rent and the lease period as already determined and recognised in earlier years. The final outcome of the matter may have impact on the profits of the Company as well as the right to use lease assets recognized by the Company.

Response to the above-mentioned observations is as follows:

a. Impact is not ascertainable as the KMLL has already made part payments towards the OTS dues and it is seeking more time from the lenders for repayment of OTS dues. Also, the Company is in advanced stage of divesting 100% equity andpreference stake in KMLL.

b. Impact is not ascertainable as the Company is in advanced stage of divesting 100% equity and preference stake in KMLL. However, as a prudent accounting practice, provision of '' 6,858.33 Lakhs @ 50% of total loans and investments was made in FY 2021-22.

c. Impact is not ascertainable as the Company is contesting DPT Demands in the Hon''ble Supreme Court where hearing is pending.

Observations given by the Auditors on the Consolidated Financial Statements and the response of the Board with respect to the

same are as follows:

a. We draw attention to Note 35 of the consolidated Ind AS financial statements in respect of defaults in repayment of borrowings to the lenders by Kesar Multimodal Logistics Limited (KMLL), a wholly owned subsidiary company. As stated in the note, the total outstanding loans (including interest) availed by KMLL from Banks as at 31.03.2024 is '' 20,325.37 lakhs. KMLL had defaulted in repayment of borrowings to the lenders. In view of the same, lenders of KMLL had initiated Insolvency and Bankruptcy Code, 2016 (IBC) proceedings against the company being a Corporate Guarantor which have been subsequently withdrawn pursuant to the sanction of OTS (One Time settlement) by the lenders of KMLL. KMLL has made part payments towards the OTS and there are overdues as on 31.03.2024 and banks have intimated cancellation of OTS. One of the lenders has filed a Company petition with NCLT (National Company Law Tribunal) under IBC on 20.12.2023 against KMLL and KMLL has filed its reply to the Company Petition and the same is kept for hearing on 04.06.2024. Another lender of KMLL has also filed a Company Petition with NCLT under IBC on 24.01.2024 against the Company and also against KMLL. The same is yet to come up for hearing. KMLL is seeking more time from the lenders for repayment of OTS dues. Pending outcome of the above, the Company has made no provision against liability that may arise, if any, on account of invocation of the corporate guarantee w.r.t. pending repayment obligations by KMLL towards the lenders.

b. As stated in Note 35 of the consolidated Ind AS financial statements, the Subsidiary Company KMLL has incurred substantial losses during current as well as previous financial years and the net worth of the Company has completely eroded. Further, the revenues and turnovers of KMLL have not improved or achieved as per management''s expectations. In view of the above, there may be an impairment in the carrying value of Property Plant and Equipment of the Subsidiary Company situated at Composite Logistics Hub at Pawarkheda, Madhya Pradesh. However, the extent of impairment is not ascertained currently and no provision has been made thereto as required by Indian Accounting Standard (Ind AS 36) ''Impairment of Assets''.

c. We draw attention to Note No. 34 of the consolidated Ind AS financial statements in respect of litigation with the Deendayal Port Trust (DPT) in respect of their demand of transfer/upfront fees and increase in lease rent on account of revision of rates for the leasehold lands and renewal of the said leases. As stated in Note, the Company had filed a Letters Patent Appeal (LPA) / Special Civil Application (SCA) in High Court of Gujarat against the demand raised by the DPT. Further, since the lease period is expired, the Company had filed LPA/SCA for the renewal of the said lease. The LPA / SCA filed by the Company has been dismissed by the Hon''ble Gujarat High Court and the Company has filed Special Leave Petition (SLP) in Hon''ble Supreme Court of India against the order of Hon''ble Gujarat High Court. However, pending the decision of the Hon''ble Supreme Court of India, no provision/adjustments have been made in the consolidated Ind AS financial statements in respect of said incremental liability or any impact on the leased assets recognised in the financial statements being the same currently not ascertainable and accordingly depreciation on assets constructed on lease hold land has been continued to be charged and right to use lease assets are continued to be recognised based on the lease rent and the lease period as already determined and recognised in earlier years. The final outcome of the matter may have impact on the profits of the Company as well as the right to use lease assets recognized by the Company.

Response to the above-mentioned observations is as follows:

a. Impact is not ascertainable as the KMLL has already made part payments towards the OTS dues and it is seeking more

time from the lenders for repayment of OTS dues. Also, the Company is in advanced stage of divesting 100% equity and

preference stake in KMLL.

b. Impact is not ascertainable as the Company is in advanced stage of divesting 100% equity and preference stake in KMLL.

c. Impact is not ascertainable as the Company is contesting DPT Demands in the Hon''ble Supreme Court where hearing is

pending.

Internal Auditors

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

The Company had appointed M/s. S V Shah & Associates., Chartered Accountants as its Internal Auditors in accordance with the provisions of Section 138(1) of the Companies Act, 2013 for the Financial Year 2023-24. The Audit Committee reviews the observations made by the Internal Auditors in their Report on half yearly basis.

Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Dhrumil M Shah & Co. LLP., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 contains following two observations:

(a) The company failed to comply with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which necessitates submission of voting results to the stock exchange within two working days of a General Meeting. Consequently, BSE Limited imposed a fine of INR 11,800 for delayed submission of voting results of a Postal Ballot held in December 2023.

(b) In terms of the provisions of Section 77 of the Companies Act, 2013, the Company has not registered one Charge with Ministry of Corporate Affairs for availing Car Loan.

Response to the above-mentioned observations is as follows:

(a) The disclosure was submitted to BSE in PDF format within the prescribed time period. However, the filing of the same in XBRL format was inadvertently missed due to a medical emergency in the family of the Compliance Officer. The Company has subsequently submitted the disclosure in XBRL format on the BSE Portal and also has paid the fine imposed by BSE Limited in this regard.

(b) The Company was not able to register the charge with the Ministry of Corporate Affairs as the requisite documents were not provided by the lender.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 is set out in Annexure ''A'' to this Report.

Secretarial Audit of Material unlisted Indian Subsidiary

As per Regulation 24A of the Listing Regulations, Secretarial Audit of the material subsidiary i.e Kesar Multimodal Logistics Limited has been conducted for the financial year 2023-24 by M/s. Dhrumil M Shah & Co. LLP, Practicing Company Secretaries.

The Audit Report contains no qualification, reservation or adverse remark. The Secretarial Audit Report of the material subsidiary for the financial year ended 31^st March, 2024, is annexed herewith and marked as ''Annexure A1'' to this Report.

Reporting of Frauds by Auditors

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

RELATED PARTY TRANSACTIONS:

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

Pursuant to an amendment in the SEBI (LODR) (Sixth Amendment) Regulations, 2021, the Company has revised the Related Party Transaction policy on 8^th February, 2022. A Policy on materiality of the related party transactions and dealing with the related party transactions as approved by the Board is posted on the Company''s website: www.kesarinfra.com/policies.

None of the transactions with the related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of the 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 2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2024 in Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.kesarinfra.com/annual-reports .

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

Except as disclosed in this report, there were no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

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

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

RISK MANAGEMENT:

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

MAINTENANCE OF COST RECORDS:

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT:

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

EXECUTIVE CHAIRMAN AND CHIEF FINANCIAL OFFICER CERTIFICATE:

In terms of the Listing Regulations, a certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Shri Harsh R Kilachand, Executive Chairman (DIN: 00294835) and Shri Vipul Doshi, Chief Financial Officer (CFO) for the financial year 2023-24 with regard to the financial statements and other matters. The said certificate forms part of the report on Corporate Governance.

PREVENTION OF INSIDER TRADING:

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

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

(a) Number of complaints pending at the beginning of the year; Nil

(b) Number of complaints received during the year: Nil

(c) Number of complaints disposed off during the year: Nil

(d) Number of cases pending at the end of the year: Nil

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

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

Foreign Exchange Earnings and Outgo

During the financial year, the Company''s foreign exchange earnings were '' Nil Lakh (Previous Year: NIL) and outgo was '' 16.24 lakhs (Previous Year '' Nil).

INSURANCE:

The Company has taken adequate insurance for all its properties.

DEPOSITS:

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

UNCLAIMED DIVIDEND/TRANSFER OF SHARES TO IEPF:

As per Section 124(5) of the Companies Act, 2013, any money transferred by the Company to the unpaid dividend account and remaining unclaimed for a period of seven years from the date of such transfer shall be transferred to a fund called the Investor Education and Protection Fund (IEPF) set up by the Central Government. Accordingly, the unpaid/unclaimed dividends (interim) for the financial year 2015-16 had already been transferred by the Company to the said Fund. Unpaid/unclaimed dividend for the financial year 2016-17 shall become due for transfer to the said Fund on 19^th October, 2024. Members are requested to verify their records and send their claim, if any, for the financial year 2016-17, before such amount becomes due for transfer to the Fund. Communication will be sent to the members, who have not yet claimed dividend for the financial year 2016-17 requesting them to claim the same as well as unpaid dividend, if any, for the subsequent years. During the FY 2023-24, the Company has transferred unclaimed dividend for the FY 2015-16 of '' 75,952 to the IEPF.

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

During the year under review, the Company transferred 5308 (Previous Year: 5257) equity shares of the face value of '' 5 each in respect of 78 (Previous Year: 73) shareholders to the demat account of the IEPF Authority held with NSDL. Details of such shareholders, whose shares are transferred to the IEPF and their unpaid dividends for the subsequent years are available on the website of the Company at www.kesarinfra.com.

REGISTRAR & SHARE TRANSFER AGENT:

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

SECRETARIAL STANDARDS:

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

WHISTLEBLOWER/VIGIL MECHANISM POLICY:

The Whistle Blower Policy of the Company, adopted by the Board, provides mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed at the website: https://www.kesarinfra.com/policies.

It is hereby confirmed that no personnel have been denied access to the audit committee.

CORPORATE SOCIAL RESPONSIBILITY:

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees on the payroll of the Company, is provided as Annexure-"C" which forms part of this report.

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

ACKNOWLEDGEMENT:

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

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Mar 31, 2023

Your Directors are pleased to present to you the 15^th Annual Report and the audited financial statements (standalone and consolidated) of the Company for the year ended 31^st March, 2023.

FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS

The standalone financial performance of the Company for the year ended 31^st March, 2023 is summarized below:

('' In Lakhs)

Particulars	2022-23	2021-22
Revenue from Operations	3,349.65	3,251.03
Other Income	22.66	107.09
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,705.75	1,618.32
Less: Depreciation/ Amortisation/ Impairment	366.01	386.82
Profit /loss before Finance Costs, Exceptional items and Tax Expense	1,339.74	1,231.50
Less: Finance Costs	741.91	702.48
Profit /loss before Exceptional items and Tax Expense	597.83	529.02
Add/(less): Exceptional items	-	(6,858.33)
Profit / (loss) before Tax Expense	597.83	(6,329.31)
Less: Tax Expense (Current & Deferred)	170.00	953.38
Profit / (loss) for the year (1)	427.83	(7,282.69)
Total Comprehensive Income/ (loss) (2)	(2.20)	3.18
Total Profit / (loss) for the year (1 2)	425.63	(7,279.51)
Balance of profit / (loss) for earlier years	2,901.74	10,348.33
Transfer to General Reserves	-	0
Dividend paid on Equity Shares	-	163.90
Profit/ (Loss) for the year	427.83	(7,282.69)
Balance carried forward	3,329.57	2,901.74

During the financial year under review, the Company''s revenue from operations was '' 3,349.65 Lakhs as compared to Rs 3,251.03 Lakhs for the previous year. The profit for the year after tax stood at '' 427.83 Lakhs as against loss of '' 7,282.69 Lakhs for the previous financial year.

The revenue of the Company on a consolidated basis was '' 3,696.46 Lakhs as compared to '' 4,253.15 Lakhs for the previous year. The loss for the year after tax stood at ''1,384.64 Lakhs for the financial year under review as against loss after tax of '' 2,945.53 Lakhs for the previous financial year.

There is no change in the nature of the Business of the Company.

BUSINESS OPERATIONS

The Company is in the business of bulk liquid storage and logistics. The Company is listed on the BSE Limited. Hon''ble Mumbai High Court, vide its Order dated 12^th March, 2010 had approved the Scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956 pertaining to the Demerger of Storage undertaking of Kesar Enterprises Limited (Demerged Company) into Kesar Terminals & Infrastructure Limited (Resulting Company) on a going concern basis. The Company has over 60 years'' of experience in handling different types of petroleum, petro chemical, hazardous and non-hazardous liquids.

The Company has 2 terminals at Kandla, Gujarat. The tanks at Terminal No. I are situated right in front of the Jetties ensuring quick and smooth loading and off-loading of bulk liquids at a high pumping rate. Multiple Jetty Lines permit simultaneous discharge of cargo from more than one vessel at any time.

The Company operates in a single segment. The Management expects a significant improvement in the revenues and business of the Company.

DIVIDEND:

During the year under review, since the Company was under Corporate Insolvency & Resolution Process ("CIRP"), no dividend on the equity shares of the Company has been recommended by the Board.

The Dividend Distribution Policy is not applicable to the Company in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

TRANSFER TO RESERVE

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

SUBSEQUENT FINANCIAL YEAR 2023-24

The thruput has dropped by 0.02% but the revenue of the Company in the financial year 2022-23 has increased by 3.03% only as compared to previous financial year. In spite of increase in price competition and also one more chemical handling terminal has been added at Kandla. Aegis Vopac and Friends formed a consortium named AVTL which is having 240 tanks with a storage of 0.8 MMT storage in total, the revenue increased due to increase of utilization by way of increase in dedicated storage. This large capacity of AVTL gives them a leverage to dominate the market at Kandla. It is expected that the Company would strive to achieve better revenues during the coming year. However, the development of better infrastructure and reduced demurrages at nearby Ports like Mundra / Hazira may affect the business of the Company. Further, the uncertainty in respect of lease rentals payable to Kandla Port is likely to continue to affect the bottom line.

EXPANSION PLANS

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

The Company has plans to develop liquid storage tanks on the east coast of India. However, presently the import of chemicals is very low at Kakinada. We are keeping a close watch on the developments at the east coast particularly at Kakinada. At Pipavav, at present the viability of a new liquid terminal is not there and therefore we are exploring the possibility liquidating the asset.

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

WHOLLY- OWNED SUBSIDIARY COMPANY

The Company has a wholly- owned subsidiary - Kesar Multimodal Logistics Limited ("KMLL"), a material subsidiary of the Company, as per Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). There has been no material change in the nature of the business of the subsidiary.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company''s website at https:// www.kesarinfra.com/policies.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture Company. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013("The Act"), a statement containing the salient features of financial statements of the Company''s subsidiary in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiary, is available on the Company''s website on https://www.kesarinfra.com/annual-reports.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act & Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards ("Ind AS"), the audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditor''s Report forms part of this Annual Report.

KESAR MULTIMODAL LOGISTICS LIMITED

Composite Logistics Hub Project of Kesar Multimodal Logistics Limited (KMLL), the wholly- owned subsidiary primarily deals with warehousing of food grains, cold storage for fruits & vegetables etc. Custom approved export import container depot and Indian Railway approved private freight Terminal.

KMLL has incurred substantial losses during the financial years ended 31.03.2023 & 31.03.2022. During the financial year under review, the total income of the Company decreased to '' 346.81 Lakhs as compared to '' 1,002.12 Lakhs in the previous financial year.

Originally, the Project of developing Composite Logistics Hub was conceived with Term Loans from 3 Banks and the Promoter''s contribution (the Company). Further, the scope of the project increased due to the 2 - way rail connectivity and certain changes prescribed by the Railways which included more safety features, which resulted in the increase in the cost of the project from about '' 14,867.20 lakhs to about '' 21,991.93 lakhs. The revised means of financing envisaged additional contribution from the Promoter of about '' 2,591 Lakhs and additional debt of around '' 4,534 lakhs. Two of the 3 Banks reappraised the project and sanctioned their share of additional loans of '' 3,390 Lakhs. However, one Bank did not sanction its share of '' 1,144 lakhs. Consequently, the two Banks did not disburse even their share of the sanctioned term loan of '' 3,390 lakhs, which is not in accordance with the RBI Guidelines on Consortium lending, as a result of which KMLL had to complete the requisite work with the additional funds inducted by the Company. Thus, slow pick up of the business and funding gap created by non-sanction of the additional term loans by one Bank, resulted in a shortage of funds. There was overdue of interest and principal amounts towards the Banks of KMLL. Consequently, KMLL had requested its Banks to restructure the Term Loans. In the Consortium meeting held on 20.11.2017, the Banks had invoked Strategic Debt Restructuring (SDR) wherein a part of the Term Loans were to be converted into equity share capital so that the Banks hold 51% of KMLL''s shares post conversion. Later, in the Consortium meeting held on 17.01.2018, the Banks had confirmed that the SDR had been approved by the respective competent authorities of the majority of the Banks. However, Reserve Bank of India [RBI] vide its circular dated 12.02.2018 withdrew the SDR Scheme with immediate effect and accordingly the account of KMLL had been classified as Non-Performing Asset [NPA], thereafter Bank of Baroda, erstwhile Dena Bank has recalled the loans from KMLL and invoked the Corporate Guarantee given by the Company, which has been contested by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Lenders of Kesar Multimodal Logistics Limited ("KMLL") had filed a Company Petition section 7 of the Insolvency & Bankruptcy Code, 2016 ("IBC, 2016") against the borrower i.e. KMLL and the Corporate Guarantor i.e. the Company in November 2020 with National Company Law Tribunal("NCLT") - Mumbai under the IBC, 2016. The same had been admitted by the NCLT vide Order dated 17.02.2022 against KMLL and Order dated 07.03.2022 against the Company. Shri Prashant Jain Interim resolution professional/Resolution Professional was appointed. The Lenders of KMLL had also filed an Original Application before the Debt Recovery Tribunal ("DRT") - Jabalpur against the Company and KMLL.

KMLL has entered into a One Time Settlement ("OTS") with the Banks & accordingly, Form FA was received by the Resolution Professional from the Applicant Bank- Bank of Baroda in accordance with Regulation 30A of IBBI (Insolvency Resolution Process of Corporate Persons) Regulation, 2016 for withdrawal of the applications admitted for Corporate Insolvency Resolution Process ("CIRP") of the Company & KMLL, the Committee of Creditors ("COC") Meetings were held on 7^th September, 2022 for the Company & KMLL. The resolution was discussed in the COC meetings & the resolution was put to vote from 8^th September, 2022 at 03:00 p.m. to 12^th September, 2022 at 07:00 p.m. for the Company & KMLL. The said Resolution was passed by 99.84% & 100% voting of the members of the COC in favour of the Resolution for both the Companies, respectively.

Pursuant to section 134(3)(q) read with Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the details of difference between amount of the valuation at the time OTS of KMLL and valuation done while taking loan from Banks is not applicable as the Banks loan were sanctioned on the basis of Project report, no valuation was possible as the project of KMLL was yet to start.

The NCLT orders for the withdrawal of Corporate Insolvency Resolution Process were passed on 19.09.2022 & 04.10.2022 for KMLL & the Company respectively.

Except as disclosed above, no other orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operation.

POSTAL BALLOT

The Company has passed a Special Resolution through Postal ballot on 8^th December, 2022 for the sale / disposal / transfer upto 100% equity and/or preference stake in Kesar Multimodal Logistics Limited.

SALE OF SUBSIDIARY

The Board of Directors of the Company has accepted the Final Binding Offer ("FBO") given by DP World Multimodal Logistics Private Limited ("DPW") for the proposed transfer of 100% equity and/or preference stake of Kesar Multimodal Logistics Limited to DPW as per the terms of the FBO which is subject to the execution of Share Subscription & Purchase Agreement and fulfillment of certain Conditions Precedents.

SHARE CAPITAL

The Authorised Share Capital of the Company is '' 15,00,00,000/- divided into 2,50,00,000 Equity Shares of '' 5/- each aggregating to '' 12,50,00,000 and 25,00,000 Redeemable Preference Shares of '' 10/- each aggregating to '' 2,50,00,000. The paid-up Share Capital of the Company is 1,09,26,475 Equity Shares of '' 5/- each aggregating to '' 5,46,32,375. No shares were allotted in the Financial Year 2022-23. During the financial year 2022-23, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company.

NUMBER OF MEETINGS OF BOARD

During the year under review, 5 (Five) Board Meetings were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report forming part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations. The Company has provided a video conferencing facility ("VC") to Board/Committee members to attend the meeting through VC or in person.

COMMITTEES OF THE BOARD

As on 31^st March, 2023, the Board has Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. During the year, all recommendations of the Committees of the Board have been accepted by the Board.

A detailed note on the composition of the Board and its Committees meetings held during the year and it''s terms of reference is provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, hereby state that:

(i) in preparation of the annual accounts for the financial year ended on 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors have prepared the annual accounts for the financial year ended on 31^st March, 2023 on a going concern basis; and

(v) the Directors had laid down proper internal financial controls in place and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL Directors

In compliance with Section 152 of the Act and the Articles of Association of the Company, Shri Jayanto Kumar Devgupta, Non- executive Director (DIN:00515391) retires by rotation and being eligible, offers himself for re- appointment. Based on the

performance evaluation and recommendation of Nomination and Remuneration Committee("NRC"), the Board of Directors recommends his re- appointment as Non-Executive Director of the Company, liable to retire by rotation. A resolution seeking shareholders'' approval for his re-appointment along with a brief profile of Shri Jayanto Kumar Devgupta forms part of the Notice of the 15th AGM.

Mrs. Nilima Ashok Mansukhani (DIN:6964771) was appointed as an Independent Director on the Board of Directors ("Board") of the Company with effect from 21^st May, 2018 by members at the 10th Annual General Meeting held on 27th September, 2018 to hold office for the first consecutive term commencing from 27th September, 2018 and ending at the AGM of the Company to be held in the year 2023. Accordingly, the approval of the members is being sought at this 15th AGM for the reappointment of Mrs. Nilima Ashok Mansukhani as an Independent Director through Special Resolution, prior to expiry of her term. The Board has recommended for her re- appointment.

The Board on the basis of recommendation of the NRC and considering the skills and experience possessed by Mrs. Nilima Ashok Mansukhani, is of the opinion that she is a person of integrity and possesses the relevant skills, expertise, experience (including proficiency) and capabilities identified to continue as an Independent Director of the Company and is Independent of the Management of the Company.

Mrs. Nilima Ashok Mansukhani has consented to and is not disqualified from being re-appointed as an independent Director in terms of Section 164 of the Act read with applicable rules made thereunder. She is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority.

Brief profile and other disclosures and details required as per the Act and the Listing Regulations are given in the explanatory statement to the AGM Notice.

Shri Anilkumar Sushilkamar Ruia, Independent Director (DIN:00296622) of the Company has resigned vide his letter dated 29th August, 2022, due to his present state of health, which was received by the Company on 5^th September, 2022. Hence the effective date of resignation is 5^th September, 2022. As a result of his resignation, Shri Anilkumar Ruia also ceased to be the members of the Audit Committee, Nomination & Remuneration Committee & Stakeholders Relationship Committee. The Company has also received confirmation from Shri Anil Kumar Ruia that there is no other material reason for his resignation other than one mentioned in his resignation letter dated 29th August, 2022. He was associated with the Company since 21^st January 2008. The Company has immensely benefitted from his experience, vision and leadership during his tenure as a Director and a valued Member of the Board.

Declarations by Independent Directors

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

Independent Director''s databank registration

The Company has received declarations from all the Independent Directors of the Company confirming that they have registered their names in the Independent Directors'' databank maintained by the Indian Institute of Corporate Affairs (IICA) as prescribed by MCA.

A Separate meeting of the Independent Director of the Company was held on 13^th February, 2023.

Board Evaluation

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

The performance evaluation of Individual Directors including the Executive Chairman, was done based on the criteria such as professional conduct, roles and functions, discharge of duties and their contribution to Board/Committees/Senior Management.

The questionnaire prepared for evaluation of the Board as a whole and its committees also covered various aspects such as structure and composition, effectiveness of the Board process, information, roles and responsibilities and functioning of the

Board and its Committees, establishment and determination of responsibilities of Committees, the quality of relationships between the Board and the management.

The performance evaluation of the non- Independent Directors viz., the Executive Chairman & Non- executive Director and the Board as a whole was carried out by the Independent Directors at their separate meeting held on 13^th February, 2023, taking into account the views of the Executive Director and the Non- executive Director.

Key Managerial Personnel

Shri Debasis Bhattacharya was appointed as the Chief Executive Officer of the Company with effect from 13.02.2023.

In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Vipul Doshi, Chief Financial Officer, Shri Debasis Bhattacharya, Chief Executive Officer and Mrs. Sarika Singh, Company Secretary are the Key Managerial Personnel (''KMPS'') of the Company as on 31^st March, 2023.

Shri Navlesh Kumar, Chief Executive Officer (CEO) of the Company resigned w.e.f.13^th January, 2023.

Nomination and Remuneration Policy

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

Familiarization Program

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

AUDITORS

Statutory Auditors and Statutory Audit Report

Pursuant to Section 139 and other applicable provision of the Companies Act, 2013 M/s. Chandabhoy & Jassoobhoy, Chartered Accountants (Firm Registration No. 101647W) were appointed as Statutory Auditor of the Company to hold office for a term of 5 years i.e. from the conclusion of 11 AGM till the conclusion of 16 AGM (to be held during calendar year 2024).

The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial Statements forms part of this Annual Report. The Auditors in their report to the members have given qualified opinion and the response of the Company with respect to it is as follows:

a) We draw attention to Note 33 of the standalone Ind AS financial statements in respect of litigation with the Deendayal

Port Trust (DPT) in respect of their demand of transfer/upfront fees and increase in lease rentals for the leasehold lands and renewal of the said leases. As stated in Note, the Letters Patent Appeal (LPA) / Special Civil Application (SCA) filed by the Company has been dismissed by the Hon''ble Gujarat High Court and the Company has filed Special Leave

Petition (SLP) in Hon''ble Supreme Court of India against the order of Hon''ble Gujarat High Court. However, pending the decision of the Hon''ble Supreme Court of India, no provision/adjustments have been made in the standalone Ind AS financial statements in respect of incremental liability or any impact on the leased assets recognised in the financial statements being the same currently not ascertainable and depreciation on assets constructed on lease hold land has been continued to be charged as per the rates prescribed in Schedule II of the Companies Act 2013 and right to use lease assets are continued to be recognised based on the lease period as already determined and recognised in earlier years. The final outcome of the matter may have impact on the profits of the Company as well as the Right to use - Lease assets recognized by the Company.

b) We draw attention to Note 34 of the standalone Ind AS financial statements with regard to Company''s non-current investment in and other non-current loan to Kesar Multimodal Logistics Limited (KMLL), a wholly owned subsidiary

company, aggregating '' 9803.04 lakhs and ''5441.93 lakhs respectively as at March 3!, 2023. As stated in the said note, KMLL has incurred substantial losses till current year and the net worth of KMLL has been fully eroded. In view of the huge losses in KMLL and pendency of Insolvency and Bankruptcy Code, 20!6 (IBC) proceedings, during the quarter ending31.03.2022, the management as prudent accounting practice, had taken a view to make provision for impairment of loans and Investments of '' 6,858.33 Lakhs @ 50% of the total loans and investments outstanding as on 31.03.2022. Also, the management had taken a decision not to book the notional interest income as per IND AS on investments in KMLL (i.e. 0% preference shares and Interest free Unsecured Loans) and notional commission on corporate guarantee given on Loans taken by KMLL w.e.f. 01.04.2021. Further, the Company has during the year decided to divest upto 100 % equity and/or preference stake in KMLL and the Company took the Shareholders approval to enable the proposed divestment. Subsequently the company received an offer for sale of equity and/or preference stake of KMLL from the prospective buyer which is accepted by the company and which is subject to the execution of definitive agreements in agreed form, the fulfilment of conditions precedent and necessary approvals from the regu/atory/statutory authorities. As stated in the note, the management will consider a final call of further provisions / write off / write back of its carrying value of investments and loans in KMLL once the proposed divestment is concluded. The above will have an impact on the profit and carrying values of these non-current investments and loans.

c) We draw attention to Note 34 of the standalone Ind AS financial statements in respect of the petition filed by lenders of the Subsidiary Company (KMLL) against the Company being a corporate guarantor for the borrowings availed by the Subsidiary Company, KMLL from lenders. As stated in the note, the total outstanding loans (including interest) availed by the KMLL from Banks as at 31.03.2023 is '' 16,737.93 Lakhs (March 31,2022, '' 17,110.02 Lakhs). There were defaults in repayments of the borrowings by KMLL to its lenders. The Company petition filed u/s 7 of the Insolvency and Bankruptcy Code,20!6 (IBC) by the lenders of KMLL (Borrower) against the KMLL and the Company, being the Guarantor in view of default, was admitted by the NCLT vide Order dated 17.02.2022 against KMLL and vide Order dated 07.03.2022 against the company. However, pursuant to the sanction of the One Time Settlement (OTS) by the lenders and the subsequent filing of form 12A by RP for the withdrawal of CIRP (Corporate Insolvency Resolution Process), NCLT vide its Order dated 19.09.2022 in case of KMLL and 04.10.2022 in case of the Company, withdrew the CIRP. KMLL has made part payments towards OTS and there are overdues as on 31.03.2023. However, no provision has been made in the books of account in respect of liability if any that may arise on account of the invocation of the Corporate Guarantee with respect to pending repayment obligations under OTS by KMLL towards lenders.

The Management reply for the above observations are as follows:

a. Impact is not ascertainable as the Company is contesting DPT Demands in Hon''ble Supreme Court where hearing is pending.

b. Impact is not ascertainable as the Company is in advance stage of divesting upto 100% equity and/or preference stake in KMLL. However as a prudent accounting practice, provision of '' 6,858.33 Lakhs @ 50% of total loans and investments is made.

c. Impact is not ascertainable as the KMLL has already made part payments towards the OTS and it is seeking more time from the lenders for repayment of OTS dues. Also, the Company is in advance stage of divesting upto 100% equity and/ or preference stake in KMLL.

Internal Auditors

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

The Company had appointed M/s. S V Shah & Associates., Chartered Accountants as its Internal Auditors in accordance with the provisions of Section 138(1) of the Companies Act, 2013 for the Financial Year 2022-23. The Audit Committee reviews the observations made by the Internal Auditors in their Report on a yearly basis.

Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report for the Financial Year 2022-23 contains following observation:

- As per regulation 33(3) of SEBI (LODR) Regulations, 2015 Company had filled financial results for the financial year

ended March 31, 2022 with the delay of 52 days.

Delay in submission of the financial results was due to the applicability of Companies Auditors'' Report Order (CARO), 2020 & latest amendments in Schedule Ill to the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the numerous additional disclosures were required to be made by the Company in its Financial Statements & Board Report. The Company has made good the non-compliance by submitting the financial results and paying the fine which was imposed by BSE.

The Secretarial Audit Report for the financial year ended 31^st March, 2023 is set out in "Annexure A" to this Report. Secretarial Audit of Material unlisted Indian Subsidiary

As per Regulation 24A of the Listing Regulations, Secretarial Audit of the material subsidiary Kesar Multimodal Logistics Limited has been conducted for the financial year 2022-23 by M/s. Amit R Dadheech & Associates, Practicing Company Secretaries.

The Audit Report contains no qualification, reservation or adverse remark. The Secretarial Audit Report of the material subsidiary for the financial year ended 31^st March, 2023, is annexed herewith and marked as "Annexure A1" to this Report.

Reporting of Frauds by Auditors

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

RELATED PARTY TRANSACTIONS

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

Pursuant to an amendment in the SEBI (LODR) (Sixth Amendment) Regulations, 2021, the Company has revised the Related Party Transaction policy on 8^th February, 2022. A Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is posted on the Company''s website: www.kesarinfra.com/ policies.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the financial year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 in Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.kesarinfra.com/annual-reports .

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed above in this report, there were no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

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

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

RISK MANAGEMENT

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

MAINTENANCE OF COST RECORDS

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

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

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATE

In terms of the Listing Regulations, a certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Shri Debasis Bhattacharya, Chief Executive Officer ("CEO") (w.e.f. 13.02.2023) and Shri Vipul Doshi, Chief Financial Officer ("CFO") for the financial year 2022-23 with regard to the financial statements and other matters. The said certificate forms part of the report on Corporate Governance.

INSIDER TRADING

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

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

(a) Number of complaints pending at the beginning of the year; Nil

(b) Number of complaints received during the year: Nil

(c) Number of complaints disposed off during the year: Nil

(d) Number of cases pending at the end of the year: Nil

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

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

Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

During the financial year, the Company''s foreign exchange earnings were '' Nil (Previous Year: NIL) and outgo was '' Nil (Previous Year: 0.71 lakh).

INSURANCE

The Company has taken adequate insurance for all its properties.

DEPOSITS

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

UNCLAIMED DIVIDEND/TRANSFER OF SHARES TO IEPF

As per Section 124(5) of the Companies Act, 2013, any money transferred by the Company to the unpaid dividend account and remaining unclaimed for a period of seven years from the date of such transfer shall be transferred to a fund called the Investor Education and Protection Fund (Fund) set up by the Central Government. Accordingly, the unpaid/unclaimed dividends (interim) for the financial year 2014-15 had already been transferred by the Company to the said Fund. Unpaid/ unclaimed dividend for the financial year 2015-16 shall become due for transfer to the said Fund on 9^th September, 2023. Members are requested to verify their records and send their claim, if any, for the financial year 2015-16, before such amount becomes due for transfer to the Fund. Communication will be sent to the members, who have not yet claimed dividend for the financial year 2015-16 requesting them to claim the same as well as unpaid dividend, if any, for the subsequent years. During the FY 2022-23, the Company has transferred unclaimed dividend for the FY 2014-15 of '' 2,64,124 to the IEPF.

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

During the year under review, the Company transferred 5257 (Previous Year: 4234) equity shares of the face value of '' 5 each in respect of 73 (Previous Year: 49) shareholders to the demat account of the IEPF Authority held with NSDL. Details of such shareholders, whose shares are transferred to the IEPF and their unpaid dividends for the subsequent years are available on the website of the Company at www.kesarinfra.com.

REGISTRAR & SHARE TRANSFER AGENT

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

SECRETARIAL STANDARDS

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

WHISTLEBLOWER/VIGIL MECHANISM POLICY

The Whistle Blower Policy of the Company, adopted by the Board, provides mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed at the website: https://www.kesarinfra.com/policies.

It is hereby confirmed that no personnel have been denied access to the audit committee.

CORPORATE SOCIAL RESPONSIBILITY

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees on the payroll of the Company, is provided as "Annexure-C" which forms part of this report.

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

ACKNOWLEDGEMENT:

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

For and on Behalf of the Board of Directors For Kesar Terminals & Infrastructure Limited

Harsh Rajnikant Kilachand

Place: Mumbai Executive Chairman

Date: 29.05.2023 DIN: 00294835

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Mar 31, 2018

Dear Members,

The Directors present to you the 10th Annual Report and the audited Statement of Accounts of the Company for the year ended 31st March, 2018.

STANDALONE FINANCIAL RESULTS

(Rs. in Lakh)

	2017-18	2016-17
Profit before interest, depreciation & taxation	2360.41	3205.51
Less: Interest and Finance Charges	193.73	239.70
Profit before Depreciation & taxation	2166.68	2965.81
Less: Depreciation	169.82	177.55
Add: Depreciation of Earlier Years	-	120.73
Profit before tax	1996.86	2667.53
Less: Provision for Taxation
(i) Income Tax - Current ##	205.98	689.16
(ii) Income Tax - Deferred	(152.41)	(388.51)
Profit after tax	1943.29	2366.88
Other Comprehensive Income	12.57	(14.89)
Profit including Other Comprehensive Income	1955.86	2351.99

## Net of prior period tax provision written back Rs. 204.02 lakhs (Last year Rs.114.04 lakhs)

For the year 2017-18, there is a profit after tax of Rs.1955.86 lakh as against Rs.2351.99 lakh in the previous year.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs.1.00 per Equity Share (20%) of Rs.5/- each on 1,09,26,475 Equity Shares of the Company for the year 2017-18 [previous year Rs.0.50 per Equity Share (10%) of Rs.5/- each]. The dividend payout will be Rs.109.26 lakh, excluding dividend distribution tax of Rs.22.46 lakh.

WORKING FOR THE CURRENT YEAR 2017-18

During the year under review, your Company achieved a turnover of Rs.4,163.21 lakh, as against Rs.4,390.26 lakh in the previous year.

SUBSEQUENT FINANCIAL YEAR 2018-19

For the financial year 2018-19, there could be some drop in revenue as new terminals have come up in Kandla thus augmenting storage capacities. The new terminals are offering lower rates to attract clients to their fold. As a consequence, the terminal users have been resisting even cost escalation related annual increase in rental charges and in fact have been insisting for a downward revision of service charges.

EXPANSION / MODERNISATION

The Company has been exploring new avenues to optimize and expand its present capacity at its Terminals at Kandla. However, as the issue of transfer/ renewal of lease of land in favour of the Company post Demerger is yet to take place, no favourable response has been coming from Deendayal Port Trust (DPT) [formerly - Kandla Port Trust] for construction of new capacities. It is expected that the issues with KPT would be sorted out during the course of the year, in respect of renewal of lease of the particular plot of land where construction of additional tanks are planned.

The Company has about 10 acres of land on a long term lease basis at Kakinada port in Andhra Pradesh. The Company plans to put up both Dry Cargo Warehousing and Bulk Liquid Terminal facilities at Kakinada. Necessary statutory permissions are being obtained from various State Government and other statutory bodies for commencement of construction of proposed facilities

The Company has revised its plan to put up a CFS (Container Freight Station) at Pipavav due to lower than expected container traffic at the port of Pipavav. The Company now plans to set up a Bonded Warehouse and empty container storage and repair facility at its site near the port gate to start a new income stream

WHOLLY-OWNED SUBSIDIARY COMPANY

During the year under review, on acquisition of 25,000 Equity Shares [0.01%], the Company along with its Nominees holds 100% of the Equity Share Capital of Kesar Multimodal Logistics Ltd. (KMLL) with effect from 16.02.2018. Hence, KMLL has become a Wholly-Owned Subsidiary of the Company. The Annual Report of the Company does not contain the individual financial statements of KMLL, but contains the audited consolidated financial statements of the Company and KMLL. The Annual Accounts of the Subsidiary Company, along with the related information, is available for inspection at the Company''s registered office. Particulars of KMLL contained in Form AOC-1 forms part of the notes to the financial statements annexed herewith.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared as per Accounting Standard AS-21, consolidating the Company''s accounts with its Subsidiary have also been included as part of this Annual Report.

Composite Logistics Hub Project of the Wholly-Owned Subsidiary Company

KMLL has successfully completed the construction of the 1st Phase of the Project. The West CentraI RaiIway, JabaIpur, Madhya Pradesh has notified the Private Freight TerminaI [PFT] of KMLL served by Powarkheda (PRKD) station of BhopaI Division as a GreenfieId PFT. The Private Freight Terminal of KMLL has handled 48 rakes during the year ended 31.03.2018 inclusive of various outward cargos such as wheat, corn, de-oiled cake, paddy, sand, gunny bags, and inward cargos of cement.

The Hub covers an area of 88.3 acres, which includes development of an entire range of infrastructure including rail sidings for cargo and container movement, rail-side warehouses, Inland Container Depot (ICD), Cold Storage, food grains warehouse & development of common facilities for putting up agri-processing units. The facilities at the Hub permit transportation of food grains, soya extract, vegetables and fruits from this location to any location in India by rail within 24 hours. This location, which is situated at nearly the centre of the Indian Railway map, offers an opportunity to the manufacturers of bulk commodities, such as cement, steel, fertilizer etc. to quickly move their cargo from their manufacturing points to the Terminal for storage and onward distribution. The manufacturers of FMCG or white goods can also use the location as a desired central storage and distribution point for pan India distribution of their products as the GST has been implemented. The facilities at the Hub also permits rail transportation of ICD containers from surrounding areas to the major ports like JNPT, Mundra & vice-versa for both, exports & imports thereby saving costly road freight, besides reducing pollution of truck movement. KMLL has been appointed as the Custodian of the import / export of goods received at ICD of KMLL by the Office of the Principal Commissioner of Customs, Central Excise & Service Tax, Bhopal (Madhya Pradesh). KMLL has obtained all permissions for Inland Container Depot [ICD] including posting of Customs Officials and Electronic Data Inter-phase (EDI) connectivity with Customs for processing of Import/ Export cargo documents. The Company has moved import / export containers by Rail / Road to / from the ICD. The Cold Storage is being patronized by local fruit and vegetable vendors and also traders for storing of seed potatoes, potatoes, coriander seeds, chickpeas, fruits etc.

KMLL has incurred substantial losses during the financial years ended 31.03.201 7 & 31.03.2018. There was a cost overrun in the project on account of the additional facilities and increase in scope of work suggested / recommended by Railways. The project cost increased from about Rs.149 crores to about Rs.220 crores. The revised means of financing envisaged additional contribution from the Promoter of about Rs.26 crores and additional debt of around Rs.45 crores. Two of the 3 banks sanctioned their share of additional loans. However, the third bank did not sanction the term loan. Since the financial closure was not achieved, KMLL could not avail the additional loans from the banks. As a result, the additional loans sanctioned by the two banks also got lapsed and KMLL had to complete the requisite work from the promoter''s contribution. Thus, a slow pick up of the business and a funding gap created by non sanction of the additional term loans by one bank, resulted in a shortage of funds. There was overdue of interest and principal amounts towards the Banks of KMLL. Consequently, KMLL had requested its Banks to restructure the Term Loans. In the Consortium meeting held on 20.11.2017, the Banks had invoked Strategic Debt Restructuring (SDR) wherein a part of the Term Loans were to be converted into equity share capital so that the Banks hold 51% of KMLL''s shares post conversion. Later, in the Consortium meeting held on 17.01.2018, the Banks had confirmed that the SDR had been approved by the respective competent authorities of the majority of the Banks. However, on 12.02.2018, Reserve Bank of India [RBI] vide its circular No. RBI/2017-18/ 131/DBR.No.BP.BC.101/21.04.048/2017-18 withdrew the SDR Scheme with immediate effect and accordingly the account of KMLL had been classified as Non-Performing Asset [NPA]. However, KMLL is in the process of submitting its resolution plan to the Banks. The Management expects a significant improvement in its revenues and business in the near future. The Company continues to extend its continuous financial support to KMLL.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs.15,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs.5/each aggregating to Rs.12,50,00,000 and 25,00,000 Redeemable Preference Shares of Rs.10/- each aggregating to Rs.2,50,00,000. The Paid up Share Capital of the Company is 1,09,26,475 Equity Shares of Rs.5/- each aggregating to Rs.5,46,32,375.

BOARD AND AUDIT COMMITTEE MEETINGS

During the year 5 Board Meetings and 4 Audit Committee Meetings were heId. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act, 2013, Shri J K Devgupta, Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. As per the SEBI (LODR) Regulations 2015, a brief profile of Shri Devgupta retiring by rotation forms part of the Notice of the 10th AGM.

In the meantime, during the year under review, pursuant to the provisions of Sections 196 of the Companies Act, 2013 & the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Articles of Association of the Company and subject to approval of the Members of the Company and keeping in view the vast expertise and knowledge of Shri J K Devgupta, on 23.1 1.201 7, the Board of Directors had appointed Shri J K Devgupta as a WholeTime Director of the Company, in his professional capacity, for a period of 1 year from 23.1 1.2017 to 22.11.2018. The remuneration to Shri J K Devgupta was approved by the Nomination & Remuneration Committee and also by the Board of Directors of the Company subject to approval of the Shareholders of the Company. In the light of the recent development in his family, Shri J K Devgupta resigned as a Whole-Time Director and continued his Directorship as a Non-Executive Director with effect from 13.02.2018. Shri J K Devgupta has not drawn his remuneration for the period from 23.1 1.201 7 to 13.02.2018.

Shri R H Kilachand was appointed as Whole-time Director of the Company with effect from 29.4.2016. Subsequently, he had resigned as Whole-Time Director of the Company with effect from 31.05.201 7 as he wanted to pursue his further studies, however, he continued only as a Non-Executive Director on the Board of the Company till 31.03.2018, when he resigned. The Board placed on record, its sincere appreciation for the valuable support and guidance given by Shri R H Kilachand to the Company during his tenure as Director of the Company.

Smt. M H Kilachand ceased to be a Director of the Company with effect from 07.11.2017 on her resignation, as she was unable to continue on the Board. The Board placed on record, its sincere appreciation for the valuable support and guidance given by Smt. M H Kilachand to the Company during her tenure as Director of the Company.

Shri H R Kilachand was appointed as a Whole-Time Director designated as Executive Chairman of the Company with effect from 20.12.2017 for a period of 3 years from 20.12.2017 to 19.12.2020 on a remuneration as mentioned at item no.5 of the Notice of the 10th AGM.

Shri Alok Singh, Company Secretary had resigned with effect from 14.02.2018.

All Independent Directors have given their declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

Pursuant to the provisions of Regulation 25 of the SEBI (LODR) Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors 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. through various initiatives. The details of the aforementioned programme are available at the Company''s website www.kesarinfra.com/ Investor''s Corner/Policies

MATERIAL CHANGES BETWEEN END OF THE FINANCIAL YEAR & DATE OF THIS REPORT:

Smt. Nilima Mansukhani has joined the Board as an Additional Director in the category of an Independent Director with effect from 21.05.2018 whose appointment is proposed at item no.4 of the Notice of the 10th AGM for approval of the Shareholders.

Shri Navlesh Kumar has been appointed as a Chief Executive Officer [CEO] of the Company with effect from 18.04.2018 and has been appointed as the Key Managerial Person [KMP] with effect from 21.05.2018 pursuant to Section 203 of the Companies Act, 2013.

BOARD EVALUATION/ APPOINTMENT AND REMUNERATION POLICY FOR DIRECTORS AND SENIOR MANAGEMENT

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors made the annual evaluation of performance of the Board, its Committees and of individual Directors.

The Board has framed a Policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The details of the Nomination & Remuneration Policy are available on the website of the Company www.kesarinfra.com/Investor''s Corner/ Policies

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, hereby state:

(i) that in preparation of the annual accounts for the financial year ended on 31st March, 2018, the applicable accounting standards have been foIIowed along with proper explanation relating to material departures.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for that period.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the annual accounts for the financial year ended on 31st March, 2018 on a going concern basis.

(v) that the Directors have Iaid down proper internal financial controls in pIace and that such internal financial controls are adequate and were operating effectively.

(vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

There are no contracts or arrangements with related party referred Section 188(1) of the Companies Act, 2013, hence Form AOC -2 is not annexed.

A policy of Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company www.kesarinfra.com/ Investor''s Corner/Policies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure "A".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion & Analysis Report is annexed and forms part of this Annual Report. The Company has complied with the Corporate Governance requirements as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015. A separate section on Corporate Governance, along with a certificate from the auditors confirming the compliances, is also annexed and forms part of the Annual Report.

INSIDER TRADING

In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company. During the year under review, the Company adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the Code of Conduct for Prohibition of Insider Trading in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

SEXUAL HARASSMENT POLICY

The Company has constituted an Internal Complaint Committee (ICC) for prevention and redressal of complaints/ grievances on the sexual harassment of women at work places. As part of this policy, during the year under review, the Company had arranged a session on Women''s Safety by Madhukar Katragadda, Major (Retd). During the year under review no incident had taken place.

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 is not applicable to the Company. During the year under review, there were no foreign Exchange Earnings (Previous year Nil) and Foreign Exchange Outgo stood at Rs.1,39,348/- (Previous Year Rs.7,50,330/).

INSURANCE

The Company has taken adequate insurance for all its properties.

FIXED DEPOSITS

As per the Companies Act, 2013, the Company is not eligible to raise Fixed Deposits in terms of Section 73 of the Act. Hence, the Company has not accepted / renewed any Fixed Deposits.

AUDITORS

M/s. Haribhakti & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till conclusion of the Annual General Meeting to be held in the calendar year 2019. As per the recent amendment, the appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants is not required to be placed before the Shareholders for their ratification.

AUDITORS'' REPORT

There are no qualifications, reservations or remarks in the Auditors Report.

INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS

The Company has an adequate Internal Control System. All transactions are properly authorized, recorded and reported to the Management. The Company has Independent Internal Auditors M/s. Ashok Jayesh & Co., Chartered Accountants to review critical areas of operations. The Audit Reports are reviewed periodically by the Management and the Audit Committee of the Board and appropriate measures are taken to improve the process.

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 Company has appointed M/s. Ragini Chokshi & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure- "B". There are no qualifications, reservations or remarks in the Secretarial Audit Report.

CORPORATE SOCIAL RESPONSIBILITY

As the Company meets with one of the criteria of Section 135(1) of the Companies Act, 2013, it has constituted a CSR Committee. The composition and functions of the CSR Committee has been detailed in the Corporate Governance Report. The Company has undertaken CSR activities in accordance with Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is annexed herewith as Annexure-"C".

EMPLOYEES

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

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees on the payroll of the Company in India, is provided as Annexure- "D" which forms part of this report.

The information required pursuant to Section 197 read with Rule 5(2)&(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which 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 the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

H R Kilachand

Executive Chairman

DIN:00294835

Mumbai

7th August, 2018

---

Mar 31, 2013

To The Shareholders of Kesar Terminals & Infrastructure Ltd.

Dear Members,

The Directors present to you the 5th Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

STANDALONE FINANCIAL RESULTS

(Rs. in Lac)

2012-13 2011-12

Profit before interest, depreciation & taxation 1758.59 1395.16

Less: Interest and Finance Charges 212.59 81.57

Profit before Depreciation & taxation 1546.00 1313.59

Less: Depreciation 275.18 278.52

Profit before tax 1270.82 1035.07

Less: Provision for Taxation

(i) Income Tax - Current 445.52 345.00

(ii) Income Tax - Deferred (13.99) (17.82)

Profit after tax and Profit available for appropriation 839.29 707.89

Appropriation:

Less:

Transfer to General Reserve 500.00 71.55

Proposed Dividend on Equity Share 157.59 131.33

Corporate Tax on Dividends 26.78 21.30

Profit after appropriation 154.92 483.71

Add: Balance brought forward from previous year 1115.83 632.12

Balance carried forward to Balance Sheet 1270.75 1115.83

For the year 2012-2013, there is a profit after tax of Rs. 839.29 lac as against Rs. 707.89 lac in the previous year. DIVIDEND

The Directors are pleased to recommend a dividend of 30% i.e Rs. 3 per Equity Share of Rs. 10/- each on 52,53,113 Equity Shares of the Company for the year 2012-13 (previous year 25% i.e. Rs. 2.50 per Equity Share). The total dividend payout will be Rs. 157.59 lac, excluding dividend distribution tax of Rs. 26.78 lac.

WORKING FOR THE CURRENT YEAR

During the year under review, your Company achieved a turnover of Rs. 2985.09 lac, as against Rs. 2341.10 lac in the previous year, recording a growth of 27.51%. The Company recorded an increase of 18.56% in its profit after tax which grew from Rs. 707.89 lac to Rs. 839.29 lac.

The Company''s healthy performance is attributable to better realisation in terminal tankage charges and improvement in the average commercial utilization of tanks by 5% YoY i.e. from 94% in the previous year to 99% in the current year.

SUBSEQUENT FINANCIAL YEAR 2013-2014

Though the industrial activities are sluggish, the demand for tankage is expected to remain firm. However, two new bulk liquid storage terminals coming up in the port of Pipavav may lead to shift of some cargo from Kandla to Pipavav due to proximity of Pipavav to consumption centres in Mumbai and South Gujarat. This may lead to marginal depression in tank terminalling charges at Kandla. The Company has also plans for putting up additional tanks in Terminal No.I subject to receipt of statutory clearances for which applications have already been submitted to the concerned authorities.

EXPANSION / MODERNISATION

The Company is awaiting necessary permissions from the authorities for the construction of additional tanks at Kandla for enhancing revenue. During the year, the Company converted 2 Mild Steel (MS) tanks to Stainless Steel tanks (SS) which has enhanced revenues. Based on the market scenario and the demand from its customers, your Company proposes to convert further such MS tanks into SS tanks.

The Company has about 10 acres of land on long term lease basis at Kakinada port in Andhra Pradesh. The Company plans to put up both Dry Cargo Warehousing and Bulk Liquid Terminal facilities at Kakinada.

The Company has already received approval from Inter Ministerial Committee for putting up a CFS on the 16 acres freehold land purchased by the Company at Pipavav port in Gujarat. The Company proposes to set up a Container Freight Station [CFS], Bonded Warehouse and Bulk Liquid terminal at Pipavav.

SUBSIDIARY COMPANY

During the year under review, the % shareholding, of the Company along with its Nominees in the Equity Share Capital of Kesar Multimodal Logistics Ltd. (KMLL) increased above 50%, which resulted into a relationship of Holding - Subsidiary between the Company & KMLL w.e.f. 10.8.2012. The Board of Directors of the Company have approved to dispense with the requirement of attaching to its Annual Report, the annual audited accounts of the Company''s subsidiary, KMLL vide Circular dated 8th February 2011 issued by The Ministry of Corporate Affairs, Government of India, granting general exemption to Companies under Sec 212(8) from attaching the documents referred to in Sec 212 (1) pertaining to its subsidiary. Accordingly, the Annual Report of the Company does not contain the individual financial statements of KMLL, but contains the audited consolidated financial statements of the Company and KMLL. The Annual Accounts of the Subsidiary Company, along with the related information, is available for inspection at the Company''s registered office and copy shall be provided on request. The statement pursuant to the approval under section 212(8) of the Companies Act, 1956, is provided in Note no. 35 of Notes on Consolidated Financial Statements.

CONSOLIDATION OF FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared as per Accounting Standard AS 21, consolidating the Company''s accounts with its subsidiaries have also been included as part of this Annual Report.

COMPOSITE LOGISTICS HUB PROJECT AT MADHYA PRADESH

During the year, the Special Purpose Vehicle Company "Kesar Multimodal Logistics Ltd."(KMLL) formed by the Company and its Consortium Member, Kesar Enterprises Limited (KEL) had done the ''Bhoomipujan'' and ''Foundation stone laying'' Ceremony on 22.10.2012 at the Project site at Pawarkheda, Madhya Pradesh following which construction activities commenced in full swing. The "Composite Logistics Hub" covering an area of 88.3 acres, would include development of an entire range of logistics infrastructure including rail sidings for cargo and container movement, railside warehouses, Inland Container Depot (ICD), Cold Storage, food grains warehouse, Agri processing units, development of common facilities, marketing of the same to potential customers along with operation and maintenance thereof. This project land has been provided by the Madhya Pradesh State Agricultural Marketing Board (Mandi Board) on a Design, Build, Finance, Operate and Transfer (DBFOT) basis through Public Private Participation (PPP).

The project will be developed in 2 phases. It is expected the 1st phase will be operational within a period of one year.

The necessary financial tie up of Rs. 108.11 crore has been arranged by KMLL through a Consortium of Bankers i.e Dena Bank as the Lead Bank and Allahabad Bank and Union Bank of India as the Consortium Banks amounting to Rs. 58 crore, Rs. 25 crore and Rs. 25 crore respectively.

DIRECTORS

Smt. M. H. Kilachand and Shri A. S. Ruia, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The brief profile pursuant to Clause 49 of the Listing Agreement of the Directors retiring by rotation at the ensuing Annual General Meeting and being eligible, for reappointment forms part of the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors state as under:

i) that in preparation of the Annual Accounts for the financial year ended on 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for that year;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2013 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion & Analysis Report, is annexed and forms part of this Annual Report.

The Company has complied with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from the auditors confirming the compliance, is also annexed and forms part of the Annual Report.

INSIDER TRADING

In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company.

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

Section 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy, technology absorption is not applicable to the Company.

During the year under review, there were no foreign Exchange Earnings (Previous year Nil) and Foreign Exchange Outgo stood at Rs. 5,58,857 (Previous Year Rs. 7,58,749).

FIXED DEPOSITS

The Company has accepted deposits from the public and Shareholders within the meaning of section 58A of the Companies Act, 1956 amounting to Rs. 141 lac during the year ended as at 31.3.2013. None of the deposits remained unclaimed during the year.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, who hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS

The Company has an adequate Internal Control System. All transactions are properly authorised, recorded and reported to the Management. The Company has Independent Auditors M/s. Ashok Jayesh & Co., Chartered Accountants to review critical areas of operations. The Audit Reports are reviewed periodically by the management and the Audit Committee of the Board and appropriate measures are taken to improve the process.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility and sustainable development are the umbrellas of ethical behaviour. The Company is committed to the health and safety of its employees and its neighbourhood and believes in pursuing its business growth objectives in a socially responsible and ecologically sustainable way. Your Company as a responsible corporate citizen strives to add value to society and address the contemporary societal needs and challenges.

EMPLOYEES

Relation with the employees remained cordial throughout the year. Your Directors place on record their sincere appreciation for the excellent spirit and commendable progress showcased by the entire team of the Company working at its Terminals and Offices. In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the directors'' report section . However, as per the provisions of Section 219(I)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appreciation for the assistance and cooperation extended by the Banks, Financial Institutions, Customers and the wholehearted support extended by the shareholders during the year.

By Order of the Board of Directors

Mumbai H. R. KILACHAND

21st May, 2013 CHAIRMAN

---

Mar 31, 2012

To The Members of Kesar Terminals & Infrastructure Ltd. Dear Members,

The Directors present to you the 4th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in Lac)

2011-12 2010-11

Profit before interest, depreciation & taxation 1395.16 1106.90

Less: Interest and Finance Charges 81.57 96.22

Profit before Depreciation & taxation 1313.59 1010.68

Less: Depreciation 278.52 276.47

Profit before tax 1035.07 734.21

Less: Provision for Taxation

(i) Income Tax - Current 345.00 249.64

(ii) Income Tax – Deferred (17.82) (7.77)

Profit after tax and Profit available for appropriation 707.89 492.34

Appropriation:

Less:

(i) Transfer to General Reserve 71.55 49.23

(ii) Interim Dividend on Equity Shares -- 78.80

(iii) Proposed Dividend on Equity Share 131.33 52.53

(iv) Corporate Tax on Dividends 21.30 21.61

Profit after appropriation 483.71 290.17

Add: Balance brought forward from previous year 632.12 341.95

Balance carried forward to Balance Sheet 1115.83 632.12

For the year 2011-2012, there is a profit after tax of Rs. 707.89 lac as against Rs. 492.34 lac in the previous year.

DIVIDEND

The Directors are pleased to recommend a dividend of 25% i.e Rs. 2.50 per Equity Share of Rs. 10/- each on 52,53,113 Equity Shares of the Company for the year 2011-12 (previous year 25% i.e. Rs. 2.50 per Equity Share). The total dividend payout will be Rs. 131.33 lac, excluding dividend distribution tax of Rs. 21.30 lac.

REVIEW OF OPERATIONS

During the year under review, your Company achieved a turnover of Rs. 2341.10 lac, as against Rs. 2057.95 lac in the previous year, recording a growth of 13.76%. The Company recorded an increase of 43.78% in its profit after tax which grew from Rs. 492.34 lac to Rs. 707.89 lac. The Companies healthy performance was attributed to better realisation in terminal tankage charges and improvement in the average commercial utilization charges of tanks by 4% YoY i.e. from 90% in the previous year to 94% in the current year.

OUTLOOK FOR 2012-2013

With the continuation of the demand of Petroleum products, Petrochemicals, Chemicals and Crude Oil, the outlook for the year looks good. The revenues from tankage are expected to increase taking into account the firming up of the terminal cargo business. The Company is pursuing a high growth strategy and is focused on expansion through its projects at various locations.

EXPANSION / MODERNISATION

The Company has been exploring new avenues to optimize and expand its present capacity at its Terminals at Kandla. The Company is awaiting necessary permissions from the authorities for the construction of tanks. In view of modernizing the existing facilities, your Company has started to convert one of its tanks from the existing Mild Steel (MS) to Stainless Steel (SS). The modernization will increase the marketability and enhance revenues for your Company. Based on the market scenario and the demand from its customers, your Company proposes to convert further such MS tanks into SS tanks.

During the year, your Company had commenced land development work at its Kakinada site at Andhra Pradesh. The Kakinada Port being an all weather lighterage Port developed in a naturally sheltered bay of Godavari Sand Spit, has witnessed bulk of traffic from the oil and gas sector and export and import of edible oils. The Company is optimistic about the growth prospects of the Port and the increase in its tonnage capacity. As informed earlier, the Company has plans to put up a Bulk Liquid Terminal and a Dry Cargo Warehousing facility on the 10 acre land.

The Company also plans to put up a Container Freight Station [CFS], Bonded Warehouse and a Bulk Liquid terminal at Pipavav on the 16 acre land purchased by the Company. The Company has already received approval from Inter Ministerial Committee for putting up the CFS and is awaiting approvals from other statutory authorities for commencement of construction work at the site.

India being an agrarian economy, food grains form a major part of India’s exports but agro commodities being perishable in nature, the storage of this commodity is a major bottleneck of this sector. As a diversification strategy the company has been looking at the prospect of setting up warehousing facilities for agro commodities and other bulk commodities such as cement etc. at different locations in the country along with attendant facilities such as ‘Cold Chain", food processing park etc. for which the government is offering subsidies on selective basis.

COMPOSITE LOGISTICS HUB PROJECT AT MADHYA PRADESH

During the year, your Company along with its Consortium Member, Kesar Enterprises Limited (KEL) had won a bid for setting up a "Composite Logistics Hub" on an area of 88.3 acres of leased land to be provided by the Madhya Pradesh State Agricultural Marketing Board (Mandi Board) at Pawarkheda, District Hoshangabad, Madhya Pradesh on a Design, Build, Finance, Operate and Transfer (DBFOT) basis through Public Private Participation (PPP). This would include development of an entire range of logistics infrastructure including rail sidings for cargo and container movement, rail side warehouses, Inland Container Depot (ICD), Cold Storage, food grains warehouse, development of common facilities, marketing of the same to potential customers along with operation and maintenance thereof, estimating the Project cost at Rs. 150 crores. The Project is located at the centre of India with Itarsi as the main North-South-East-West junction from where cargo can be distributed within 24 hours on an all India basis. The strategic location and other dynamics have made this project lucrative. The said Project is to be executed through a Special Purpose Vehicle named "Kesar Multimodal Logistics Limited" (KMLL), the shares of which are held by the Company and KEL. As per the terms of the Concession Agreement, the Company would be required to invest at least Rs. 7 crore in KMLL. The Company has spent on behalf of KMLL / advanced to KMLL an aggregate amount of Rs. 4,70,00,000/- for the Project which has ben converted by KMLL on 10.8.2012 by allotting 47,00,000 Equity Shares of Rs. 10/- each. In view of the same, the % shareholding, of the Company along with its Nominees in the Equity Share Capital of KMLL has increased above 50% resulting into a relationship of Holding - Subsidiary between the Company & KMLL. Whereas 25,000 Equity Shares of Rs. 10/- each of KMLL is held by Kesar Enterprises Limited along with its Nominees. The Company plans to commence construction of the facilities once the necessary regulatory approvals are in place.

There has been a steady rise in the Rail and Container Freight traffic in India on account of growing economic activities. The development of logistics infrastructure in any location is dependent on the quality of delivery mechanisms that are designed as a part for any such facility.The benefit of this rise in traffic will prove beneficial also to land locked States like Madhya Pradesh. The Composite Logistics Hub Project at Pawarkheda, Madhya Pradesh will prove to be an ideal exchange point to the movement of short lead cargo (inward and outward) over road which could also be transferred between rail and road for longer lead movements. Itarsi, which is known as the commercial hub of Madhya Pradesh for agricultural goods is located just 8 kms away from Pawarkheda. Given the robust demand from Itarsi, the demand for cold chains logistics services encompassing cold stores and refrigerated transport is likely to steeply increase taking into account the perishability of agro products. The cold chain storage facilities foresee a promising demand from large food processing companies, organized retail chains and farmers.

DIRECTORS

Shri J. N. Godbole, Director and Shri R. S. Loona, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The brief profile pursuant to Clause 49 of the Listing Agreement of the Directors retiring by rotation at the ensuing Annual General Meeting and being eligible, for reappointment forms part of the Corporate Governance Report.

Shri J. K. Devgupta was appointed as the Whole-time Director designated as Executive Director for a period of 2 years commencing from 11.5.2010. In accordance with the term of his appointment, his term of office expired on the closing hours of 10.5.2012. Considering the ongoing projects of the Company and his vast experience, the Board of Directors at their meeting held on 17.4.2012 have reappointed Shri J. K. Devgupta as Whole-time Director designated as Executive Director with substantial powers of the Management for a period of 2 years from 11.5.2012 to 10.5.2014 based on the approval of the Remuneration Committee, pursuant to the provisions of Sections 198, 269, 309, 316, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956. The said reappointment is subject to the approval of the shareholders, the resolution of which is proposed at the ensuing Annual General Meeting. Pursuant to Section 302 of the Companies Act, 1956, an abstract of the terms of the contract together with a Memorandum of Interest pertaining to his reappointment was sent earlier to the Members of the Company within the stipulated time period.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors state as under:

i) that in preparation of the Annual Accounts for the financial year ended on 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for that year;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2012 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion & Analysis Report, is annexed and forms part of this Annual Report.

The Company has complied with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from the auditors confirming the compliance, is also annexed and forms part of the Annual Report.

INSIDER TRADING

In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company.

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

Section 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy, technology absorption is not applicable to the Company.

During the year under review, there were no foreign Exchange Earnings (Previous year Nil) and Foreign Exchange Outgo stood at Rs.7,58,749 (Previous Year Nil).

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, who holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS

The Company has an adequate Internal Control System. All transactions are properly authorised, recorded and reported to the Management. The Company has Independent Auditors M/s. Ashok Jayesh & Co., Chartered Accountants to review critical areas of operations. The Audit Reports are reviewed periodically by the management and the Audit Committee of the Board and appropriate measures are taken to improve the process.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility and sustainable development are the umbrellas of ethical behaviour. The Company is committed to the health and safety of its employees and its neighbourhood and believes in pursuing its business growth objectives in a socially responsible and ecologically sustainable way. Your Company as a responsible corporate citizen strives to add value to society and address the contemporary societal needs and challenges.

EMPLOYEES

Relation with the employees remained cordial throughout the year. Your Directors place on record their sincere appreciation for the excellent spirit and commendable progress showcased by the entire team of the Company working at its Terminals and Offices. None of the employees fall under the criteria mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and further amended Companies (Particulars of Employees) Amendment Rules, 2011.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appreciation for the assistance and cooperation extended by the Banks, Financial Institutions, Customers and the wholehearted support extended by the shareholders during the year. Your Directors take this opportunity to place on record the dedicated service shown by the employees at all levels contributing to the success of the Company.

By Order of the Board of Directors

Mumbai H. R. KILACHAND

10th August, 2012 CHAIRMAN

---

Mar 31, 2011

The Directors present to you the 3rd Annual Report and the audited Statement of Accounts for the year ended 31st March, 2011.

COMPLETION OF DEMERGER PROCESS

The Honble High Court of Bombay on 12.3.2010 had passed an Order pursuant to Sections 391 to 394 of the Companies Act, 1956, sanctioning the Scheme of Arrangement by way of Demerger for transfer of the undertaking, business, activities and operations pertaining to the Storage Division / Undertaking of the erstwhile 100% Holding Company viz. Kesar Enterprises Ltd. [KEL] into the Company as a going concern with effect from the Appointed Date i.e. 1st January, 2009. Consequent to which on 1.6.2010, the Company had issued and allotted 47,53,113 Equity Shares of Rs.10/- each aggregating to Rs.4,75,31,130/- for consideration other than cash to every member of KEL, whose name appeared in the Register of Members of KEL on the Record Date i.e. 14.5.2010, in the ratio of 10:7 i.e. for every 10 Equity Shares of Rs.10/- each held in KEL, 7 Equity Shares of Rs.10/- each of the Company either in dematerialized or physical form. After the said allotment, the Share Capital of the Company is 52,53,113 Equity Shares of Rs.10/- each aggregating to Rs.5,25,31,130/-. The Company appreciates the support extended by the members for approving the Scheme of Arrangement for Demerger, its Directors and employees for the successful implementation and completion of the Demerger process.

LISTING OF SHARES

Subsequent to the completion of the Demerger process, the shares of the Company were listed at both the bourses i.e Bombay Stock Exchange (BSE) and National Stock Exchange of India Ltd. (NSE) on 22.12.2010. The Company got an overwhelming response on its debut at both the bourses. The shares of the Company reached an all time high of Rs.129.40 on the BSE and Rs.127.45 on the NSE in January, 2011.

FRACTIONAL SHARES

Pursuant to the shares allotted by KTIL to the shareholders of KEL on 1.6.2010, it resulted in some shareholders becoming entitled to fractional share. In accordance with the terms of the said Scheme, all such fractional shares were consolidated into 510 Equity shares which were allotted in favour of the Trustee of the Company, who in turn, sold the same in the open market through BSE. The proceeds from the sale of the said 510 shares were distributed / dispatched to all the eligible shareholders in the proportion to which they were so entitled.

FINANCIAL RESULTS (Rs.in Lac)

2010-11 2009-10

Profit before interest, depreciation & taxation 1106.90 1070.80

Less: Interest and Finance Charges 96.22 123.47

Profit before Depreciation & taxation (Cash Profit) 1010.68 947.33

Less: Depreciation 276.47 241.84

Profit before tax 734.21 705.49

Less: Provision for Taxation

(i) Income Tax - Current 249.64 162.08

(ii) Income Tax - Deferred (7.77) 110.03

Profit after tax and available for appropriation 492.34 433.38

Appropriation:

Less:

(i) Transfer to General Reserve 49.23 50.00

(ii) Interim Dividend on Equity Shares 78.80 -

(iii) Proposed Dividend on Equity Share 52.53 105.06

(iv) Corporate Tax on Dividends 21.61 17.45

Profit after appropriation 290.17 260.87

Add: Balance brought forward from previous year 341.95 81.08

Balance carried forward to Balance Sheet 632.12 341.95

For the year 2010-2011, there is a profit after tax of Rs.492.34 lac as against Rs.433.38 lac in the previous year.

DIVIDEND

The Company has paid an Interim Dividend of 15% i.e Rs.1.50 per share during the year. The Directors are pleased to recommend a final dividend of 10% i.e Re. 1 per share. Thus the aggregate dividend for the year 2010-11 works out to 25% i.e Rs.2.50 per share (as against the dividend of 20% i.e Rs.2 per share declared in the previous year). The total payout will be Rs.131.33 lac, excluding dividend distribution tax of Rs.21.61 lac.

WORKING FOR THE CURRENT YEAR

The Company has done well during the year. The revenue generated was much higher at Rs.2052.18 lac as against Rs. 1832.30 lac in the previous year. The increase was mainly on account of improvement in the average commercial utilization charges of tanks by 15% YoY from 75% to 90%. There was also upward revision in terminal tankage charges from select customers alongwith the collection of other ancillary charges being introduced.

SUBSEQUENT FINANCIAL YEAR 2011-2012

With the upturn in economic activities, the demand for tankage is on the rise leading to firming up of terminal cargo. Hence, the revenue of the Storage Terminals will go up further in the current financial year. The Company has also plans for putting up additional tanks in Terminal No.1 subject to receipt of statutory clearances for which applications have already been submitted to the concerned authorities.

EXPANSION / MODERNISATION

The Company has taken possession of about 10 acres of land at Kakinada port in Andhra Pradesh and initial site development work has commenced. The Company plans to put up both dry cargo and bulk liquid cargo handling facilities at Kakinada shortly.

The Company has purchased about 16 acres of land at Pipavav port in Gujarat and is planning to put up a Bulk Liquid Storage Terminal and a Container Freight Station [CFS] at Pipavav subject to receipt of statutory clearances for which applications have already been submitted to the concerned authorities.

As informed earlier, the Company has been exploring opportunities for putting up Bulk Liquid Storage Terminals at other ports and also examining putting up other inland port based facilities such as Container Freight Station, Inland Container Depots and Multi Modal Hubs at different locations in the country.

DIRECTORS

Shri A. S. Ruia, Director and Shri K. Kannan, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The brief profile pursuant to Clause 49 of the Listing Agreement of the Directors retiring by rotation at the ensuing Annual General Meeting and being eligible, for reappointment forms part of the Corporate Governance Report.

Pursuant to the provisions of Sections 198, 269, 309, 316, Schedule XIII read with Section III thereto and other applicable provisions, if any, of the Companies Act, 1956, approval of the Shareholders was granted for the appointment of Shri H. R. Kilachand as Whole-time Director designated as Executive Chairman of the Company with substantial powers of management, for a period of 3 years with effect from 14.9.2010 on a remuneration as approved by the Shareholders at the last Annual General Meeting.

Your Company was also informed that the shareholders of Kesar Enterprises Ltd. (KEL), the erstwhile Holding Company had appointed Shri H. R. Kilachand as Chairman & Managing Director for a period of 3 years with effect from 14.8.2010 at their Annual General Meeting held on 23.12.2010. However, the total remuneration drawn and retained by Shri H. R. Kilachand from both the Companies shall not exceed the higher maximum limit admissible from any one of the Companies i.e. the Company or KEL as per the provisions of the Companies Act.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7 (2AA) of the Companies (Amendment) Act 2000, the Directors state as under:

i) that in preparation of the annual accounts for the financial year ended on 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for that year;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2011 on a going concern basis.



MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion & Analysis Report, is annexed and forms part of this Annual Report.

The Company has complied with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from the auditors confirming the compliance, is also annexed and forms part of the Annual Report.

INSIDER TRADING

In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company.

CONSERVATION OF ENERGYJECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Section 21 7(1)(e) of the Companies Act, 1956 with respect to conservation of energy, technology absorption is not applicable to the Company.

During the year under review, there were no foreign Exchange Earnings and outgo.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, who holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS

The Company has an adequate Internal Control System, all transactions are properly authorised, recorded and reported to the Management. The Company has Independent Auditors M/s. Ashok Jayesh & Co., Chartered Accountants to review critical areas of operations. The Audit Reports are reviewed periodically by the management and the Audit Committee of the Board and appropriate measures are taken to improve the process.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has continued to play its role as a responsible corporate citizen, adding value to society and addressing the contemporary societal needs and challenges. The Corporate Social Responsibility (CSR) philosophy ensures that while business objectives are met and shareholder value is enhanced, the Company equally focuses on engaging with the wider community and sustainably addressing environmental concerns in its sphere of operations.

EMPLOYEES

Relation with the employees remained cordial throughout the year. None of the employees fall under the criteria mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and further amended Companies (Particulars of Employees) Amendment Rules, 2011.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and cooperation extended by the Banks & Financial Institutions during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the employees of the Company for its success.

By Order of the Board of Directors

H. R. KILACHAND Chairman

Mumbai

16th May, 2011

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Mar 31, 2010

The Directors present to you the 2nd Annual Report and the audited Statement of Accounts for the year ended 31st March, 2010.

COURT SANCTIONED SCHEME OF ARRANGEMENT FOR DEMERGER

On 12.3.2010, the Honble High Court of Bombay had passed an Order pursuant to Sections 391 to 394 of the Companies Act, 1956, sanctioning the Scheme of Arrangement by way of Demerger for transfer of the undertaking, business, activities and operations pertaining to the Storage Division / Undertaking of the erstwhile 100% Holding Company viz. Kesar Enterprises Ltd. [KEL] into the Company as a going concern with effect from the Appointed Date i.e. 1st January, 2009.

The effect of the above Arrangement has been given in the Annual Accounts of the Company, in the current financial year.

In consideration of transfer of the Storage Undertaking, on 1.6.2010 the Company had issued and allotted 47,53,113 Equity Shares of Rs.10/- each aggregating to Rs.4,75,31,130/- for other than cash to every member of KEL, whose name appeared in the Register of Members of KEL on the Record Date i.e. 14.5.2010, in the ratio of 10:7 i.e. for every 10 Equity Shares of Rs.10/- each held in KEL, 7 Equity Shares of Rs.10/- each of the Company, either in dematerialized or physical form. After the said allotment, the Share Capital of the Company is 52,53,113 Equity Shares of Rs.10/- each aggregating to Rs.5,25,31,130/-.

The Listing Applications were made by the Company to Bombay Stock Exchange Ltd. [BSE] and The National Stock Exchange of India Ltd. [NSE]. The approval from BSE has been obtained and the same is awaited from NSE. Trading Approval from both BSE & NSE are awaited.

FINANCIAL RESULTS:

(Rs. in Lac)

2009-10

Profit before interest, depreciation & taxation 1070.80

Less: Interest and Finance Charges 123.47

Profit before Depreciation & taxation (Cash Profit) 947.33

Less: Depreciation 241.84

Profit Before Tax 705.49

Less: Provision for Taxation

(i) Income Tax - Current 162.08

(ii) Income Tax - Deferred 110.03

Profit After Tax 433.38

Profit available for appropriation 433.38

Appropriation: Less:

(i) Transferred to General Reserve 50.00

(ii) Proposed Dividend on Equity Shares 105.06

(iii) Corporate Tax on Dividend 17.45

Profit after appropriation 260.87

Add: Profit taken from Kesar Enterprises Ltd. i.e. Transferor Company 81.08

Balance Carried Forward to Balance Sheet 341.95

There is a profit after tax of Rs.433.38 lac during the year.

DIVIDEND

The Directors recommend a dividend for the year 2009-10 @ Rs.2/- per Equity Share of Rs.10/- each amounting to Rs.105.06 lac plus dividend tax as applicable on 52,53,113 Equity Shares of the Company.

WORKING OF THE DIVISIONS

The Storage Terminals at Kandla have done well during the year. The revenue generated was much higher at Rs.1,832.31 lac as against that in the previous year in view of the completion of expansion, resulting into commissioning of additional storage capacity. The expansion was completed in March 2009 on commissioning of 8 additional tanks resulting into higher revenue earnings.

SUBSEQUENT FINANCIAL YEAR 2010-2011

With the upturn in economic activities, the tank capacity utilization is on the rise and hence the revenue of the Storage Terminals will go up further in the current financial year. The Company has also plans for putting up additional tanks in Terminal No.I subject to receipt of statutory clearances for which applications have already been submitted to the concerned authorities.

EXPANSION / MODERNISATION

The Company has taken possession of about 10 acres of land at Kakinada port in Andhra Pradesh and initial site development work has commenced. The Company plans to put up both dry cargo and bulk liquid cargo handling facilities at Kakinada.

The Company has purchased about 16 acres of land at Pipavav port in Gujarat and is planning to put up a Bulk Liquid Storage Terminal and a Container Freight Station [CFS] at Pipavav.

As informed earlier, the Company has been exploring opportunities for putting up Bulk Liquid Storage Terminals at other ports and also examining putting up other port based facilities such as Container Freight Station, Inland Container Depots at different locations.

DIRECTORS

As per Article 89, Shri H. R. Kilachand, Smt. M. H. Kilachand and Shri A. S. Ruia are the First Directors of the Company since Incorporation of the Company i.e. 21.1.2008 who are liable to retire by rotation. Accordingly, Shri H. R. Kilachand and Smt. M. H. Kilachand retire by rotation at this Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, in terms of Section 260 of the Companies Act read with Article 92 of the Articles of Association of the Company, Shri K. Kannan and Shri J. N. Godbole were appointed as Additional Directors by the Board of Directors of the Company on 29.1.2010; Shri J. K. Devgupta was appointed as Additional Director by the Board of Directors of the Company on 11.5.2010 and Shri R. S. Loona was appointed as Additional Director by the Board of Directors of the Company on 1.6.2010, whose term of office is up to this Annual General Meeting. Hence, their appointments as Directors of the Company have been proposed by the Members.

As the services of Shri J. K. Devgupta, President (Storage Division) of Kesar Enterprises Ltd. [KEL] stood transferred as President of the Company in terms of the Court sanctioned Scheme of Arrangement for Demerger, with the same terms of service, the Board of Directors had appointed Shri J. K. Devgupta as Whole-time Director designated as Executive Director with substantial powers of management, for a period of 2 years from 11.5.2010 on a remuneration as may be payable within Schedule XIII of the Act, which was approved by the Members at the Extraordinary General Meeting held on 24.5.2010.

Pursuant to the provisions of Sections 198, 269, 309, 316, Schedule XIII read with Section III thereto and other applicable provisions, if any, of the Companies Act, 1956, subject to approval of the Shareholders at this Annual General meeting, on 11.8.2010 the Remuneration Committee and also the Board of Directors have approved appointment of Shri H. R. Kilachand as Whole-time Director designated as Executive Chairman of the Company with substantial powers of management, for a period, not exceeding, 3 years with effect from 14.9.2010 on a remuneration as mentioned in the notice of this Annual General Meeting.

Your Company has been informed that on 3.8.2010, subject to approval of the Shareholders, Kesar Enterprises Ltd. (KEL), the erstwhile Holding Company has appointed Shri H. R. Kilachand as a Chairman & Managing Director for a period of 3 years with effect from 14.8.2010. However, the total remuneration drawn and retained by Shri H. R. Kilachand from both the Companies shall not exceed the higher maximum limit admissible from any one of the Companies i.e. the Company or KEL as per the provisions of the Companies Act.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors state as under:

i) that in preparation of the annual accounts for the financial year ended on 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for that year;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2010 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

Though Clause 49 of the Listing Agreement is not applicable to the Company as the Listing approval is awaited, as a matter of good Corporate Governance, the Management Discussion & Analysis Report and the Corporate Governance Report (containing in detail, elements of remuneration of the Directors) are annexed voluntarily, which forms part of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Section 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy, technology absorption is not applicable to the Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, who holds office until the conclusion of this Annual General Meeting and being eligible, offers themselves for reappointment.

INTERNAL AUDITORS

M/s. Ashok Jayesh & Co., Chartered Accountants is appointed as Internal Auditors of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and cooperation extended by the Banks & Financial Institutions during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the employees of the Company for its success.

By Order of the Board of Directors

H. R. KILACHAND

Chairman

11th August, 2010

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Mar 31, 2009

The Directors present the 1st audited Statement of Accounts for the period 21 st January, 2008 to 31 st March, 2009.

The Company was incorporated on 21st January 2008. The Company has not yet started any business. The Company had obtained a Certificate of Commencement of Business on 18th March 2008. The main object of the Company is to carry on the business of Storage and Infrastructure development.

The Company is promoted by M/s. Kesar Enterprises Ltd. as its 100% Wholly-owned Subsidiary Company.

Shri H. R. Kilachand, Shri A. S. Ruia and Smt. M. H. Kilachand are the first Directors of the Company as Nominated by the Holding Company M/s. Kesar Enterprises Ltd.

During the year under report, the Authorised Share Capital of the Company was increased from Rs.5,00,000/ to Rs.6,00,00,000/ at the Extraordinary General Meeting (EGM) held on 30th July 2008 and the Paid-up Share Capital was increased from 50,000 equity shares to 5,00,000 equity shares of Rs.10/- each by way of allotment of 4,50,000 equity shares to the Holding Company. At the said EGM, authority was granted to the Board of Directors of the Company to borrow money in excess of the aggregate of the Paid-up Share Capital and Free Reserves of the Company not exceeding Rs.200 crore at any time.

Pursuant to Sections 391 to 394 of the Companies Act, 1956, and subject to the approval of the Honble High Court of Bombay, the Directors have approved a Scheme of Arrangement between the Holding Company viz. Kesar Enterprises Ltd. and the Company for Demerger of the Storage Undertaking / Division of the Holding Company and transfer the same into the Company with effect from 1st January 2009.

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors state as under:

i) that in preparation of the annual accounts for the financial year ended on 31st March 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March 2009;

iii) that 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) that the Directors have prepared the Annual Accounts for the financial year ended on31st March 2009 on a going concern basis.

As the Company has not started any business, the particulars with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 are not given.

The Company has not appointed any employee.

The Company has not accepted any deposits from the Public.

M/s. N. N. Jambusaria & Co., Chartered Accountants, the first Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. M/s. N. N. Jambusaria & Co. has merged with M/s. Haribhakti & Co., Chartered Accountants, Mumbai. Hence, M/s. Haribhakti & Co., being eligible, offer themselves for appointment.

For and on behalf of the Board of Directors

H. R. Kilachand

31st August 2009 Chairman