Notes to Accounts of Kesar Terminals & Infrastructure Ltd.

Mar 31, 2024

Terms / rights attached to Equity Shares

The Company has only one class of equity shares having a par value of '' 5 per share (Previous Year : ''5 per share). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their holdings.

33	Contingent Liabilities
	PARTICULARS			As at 31st March 2024	As at 31st March 2023
	a)	Claims against the Company not acknowledged as debts:
		i)	Additional demand on account of revision in rates of Lease Rent and Transfer fee/upfront rent for change in name* (excludes interest claimed@18% which is currently unascertained)	10,222.09	7,393.69
		ii)	Additional demand on account of Electricity Charges 1	53.42	53.42
	b)	Guarantee:
		i)	Corporate Guarantee given in favor of Banker''s, towards credit facilities granted to Kesar Multimodal Logistics Limited (Subsidiary Company) (KMLL) to set up a "Composite Logistics Hub" at Powerkheda in Madhya Pradesh. (Refer Note No 34)	10,811.00	10,811.00
		ii)	Bank Guarantee in favor of Commissioner of Customs, Kandla	3.75	3.75
		iii)	Bank Guarantee in favor of Director General of Fire Services, Andhra Pradesh	9.33	9.33
	c)	Disputed liability on account of Income Tax		172.01	220.88
	Total			21,271.60	18,492.07

*Pursuant to Scheme of Demerger, the Company has requested Deendayal Port Trust (DPT) (formerly known as Kandla Port Trust (KPT)) for transfer of leasehold land situated at Kandla in its name which is presently in the name of Kesar Enterprises Ltd. However, DPT has raised a demand on account of such transfer/ upfront fee for change in the name. Further DPT has also raised demand in respect of increase in the lease rent on account of revision of rates. 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. However, vide Order dated 06.05.2022, the SCA and LPA filed by the Company has been dismissed by the Hon''ble High Court of Gujarat. However, the Company has filed a Special Leave Petition (SLP) in Hon''ble Supreme Court of India against the order of Hon''ble High Court of Gujarat. Pending the decision of the Hon''ble Supreme Court of India, no provision/adjustments have been made in the standalone financial statements in respect of the above, 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 lease period as already determined and recognised in earlier years.

34 a) The total outstanding loans (including interest) availed by the Company''s subsidiary - Kesar Multimodal Logistics Ltd (KMLL) from Banks as at 31.03.2024 is '' 20,325.37 Lakhs (March 31, 2023, '' 16,737.93 Lakhs). There were defaults in repayments of the borrowings by Company''s subsidiary Kesar Multimodal Logistics Limited to its lenders. The Company petition filed u/s 7 of the Insolvency and Bankruptcy Code,2016 (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 31.03.2024 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. 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 filed a Company petition with NCLT (National Company Law Tribunal) under IBC on 24-012024 against Company and also the subsidiary Company i.e. KMLL. The same is yet to come up for hearing. KMLL is seeking more time from lenders for repayment of OTS dues. Pending outcome of the above, as such 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.

The Lenders of KMLL had also filed an Original Application before the Debt Recovery Tribunal (DRT) - Jabalpur against the Company and its holding company i.e. KTIL. The said proceedings are pending before DRT.

b) The Company has investments in Kesar Multimodal Logistics Limited (KMLL), a wholly owned Subsidiary Company aggregating to '' 9,803.04 lakhs as on March 31, 2024 (March 31, 2023, '' 9,803.04 Lakhs) which comprises of Equity Investment amounting to '' 4,180.00 Lakhs (March 31,2023, '' 4,180.00 Lakhs), investment in zero coupon redeemable preference shares of KMLL amounting to '' 1,211.78 Lakhs (March 31, 2023 '' 1,211.78 Lakhs) and contribution towards equity capital amounting to '' 4,411.26 Lakhs (March 31,2023''4,411.26 Lakhs). Further, the Company has current as well as non-current loan as at March 31,2024 in KMLL aggregating to '' 6,201.83 Lakhs (March 31, 2023''5,441.93 Lakhs). KMLL has incurred substantial losses till the current year and its net-worth 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 INDAS on investments in KMLL (0% preference shares and Interest free Unsecured Loans) and also the notional commission on corporate guarantee given on Loans taken by KMLL w.e.f. 01.04.2021.

The company has during the year decided to divest upto 100% equity and/or preference stake in KMLL. The Board of Directors of the Company in its meeting held on 08th November, 2022 passed an enabling resolution in respect of the proposed Sale / disposal / transfer up to 100% equity and/or preference stake of Kesar Multimodal Logistics Limited, a wholly owned Subsidiary. Further the Company took the Shareholders approval to enable the proposed divestment. Subsequently the company received an offer for purchase of equity and/or preference stake of KMLL from DP world Multimodal Logistics Private Limited (Acquirer) which is accepted by the company and SSPA (Shares Subscription and Purchase agreement) has been signed by the company on 11.09.2023. 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.

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.

36 Employee Benefit

Defined Benefit Plan (Gratuity Fund) - Funded

In accordance with Indian Accounting Standard 19 "Employee Benefits", actuarial valuation was performed by independent actuaries in respect of the aforesaid defined benefit plan.

The expected rate of return on plan assets is based on the expectations of the average long-term rate of return expected on investments of the fund during the estimated term of the obligation.

The estimates of future salary escalation is considered taking into account inflation, seniority promotion and other relevant factors.

The liability for Compensated Leave Absence as at March 31, 2024 is '' 80.86 Lakhs (March 31, 2023: '' 85.16 Lakhs) disclosed under Non-Current Liabilities - Provisions and Current Liabilities - Provisions.

Amount recognized as expense in respect of Compensated Leave Absence is '' 30.22 Lakhs (March 31, 2023''14.75 Lakhs).

Defined Contribution Plans

Amount recognized as an expense in respect of "Contribution to Provident and other Funds" is '' 60.50 Lakhs (March 31,2023''64.07 Lakhs)

The Company has a defined benefit gratuity plan in India (funded). The company''s defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund. The fund is managed by a trust which is governed by the Board of Trustees. The Board of Trustees are responsible for the administration of the plan assets and for the definition of the investment strategy.

Risks associated with defined benefit plan

Gratuity is a defined benefit plan and company is exposed to the Following Risks:

Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for lifetime and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although the probability of this is very less as insurance companies have to follow stringent regulatory guidelines which mitigate risk.

Para 139(c) Characteristics of defined benefit plans

During the year, there were no plan amendments, curtailments, and settlements.

Para 147 (a)

A separate trust fund is created to manage the Gratuity plan and the contributions towards the trust fund is done as guided by rule 103 of Income Tax Rules, 1962

37. RISK MANAGEMENT FRAMEWORK

The Company''s principal financial liabilities, comprises borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to support its operations directly or indirectly. The Company''s principal financial assets include loans, trade and other receivables, cash and cash equivalents that derive directly from its operations.

The Company is exposed to credit risk and liquidity risk. Market risk is applicable to variable rate borrowing. Equity risk is not applicable since company does not have equity investments. Foreign exchange risk is not applicable since the company does not have long term imports. The below note explains the sources of risk which the entity is exposed to and how the entity manages the risk :

Credit Risk

Credit risk is the risk that counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions and other financial instruments.

Trade receivables

Outstanding customer receivables are regularly monitored and any further services to major customers are approved by the senior management.

On account of adoption of Ind-AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors and the Company''s historical experience for customers.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s finance department. Liquidity Risk

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans, preference shares and unsecured loans.

The table below provides details regarding the maturities of significant financial liabilities as of 31^st March, 2024 and 31^st March, 2023

Interest rate risk

The Company has only fixed rate borrowing.

38. Capital Management

For the purpose of the Company''s capital management, capital includes issued equity share capital, securities premium and all other reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximize the value of the share and to reduce the cost of capital.

The Company monitors capital using a gearing ratio, which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.

* Out of ''.20.75 Lakh, ''.3.50 Lakh is incurred towards development of crematorium and gardening work in Nandgaon village, Boisar, Palghar and ''.17.25 Lakhs is donated to Raginiben Bipinchandra Sevakarya Trust, Ahmedabad towards toward helping and empowering the poor in Healthcare, education and Food Distribution needs.

41. Segment Reporting

In the opinion of the Management and based on consideration of dominant source and nature of risks and returns, the company''s activities during the year revolved around single segment namely, "Liquid Storage Business". Considering the nature of company''s business and operations, there are no separate reportable segments (Business and/or Geographical) in accordance with the requirement of Indian Accounting Standard 108.

51. No funds have been advanced / loaned / invested (from borrowed funds or from share premium or from any other sources / kind of funds) by the Company to any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding (whether recorded in writing or otherwise) that the Company shall (i) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

52. ADDITIONAL REGULATORY INFORMATION

a. Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 for the financial years ended March 31,2024 and March 31,2023.

b. Undisclosed Income

There are no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

c. Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual currency during the financial year ended March 31,2024 and March 31,2023.

d. Wilful Defaulter

The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender.

e. Fraud Reporting

The company has not reported any fraud during the year ended March 31,2024, and March 31, 2023.

f. Relationship with Struck off companies

The Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year.

g. Details of Benami Property held

No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

h. Title deed of immovable properties

All the title deeds of immovable properties are held in the name of the company except in respect of lease hold land as stated in note 33(a)(i).

53 The previous year figures have been regrouped and reclassified wherever necessary to correspond with the current year classification/disclosure.

1

Hon''ble High Court of Gujarat has set aside demand of Gujarat Electricity Board; contrarily Gujarat Electricity Board has filed Special Leave Petition in Hon''ble Supreme Court. Order is awaited.

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Mar 31, 2023

O. Provisions:

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

P. Contingent Liabilities and Contingent assets :

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements.

Contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company.

Contingent assets are neither recognized nor disclosed, in the financial statements except when there is a virtual certainty to receive the same.

Q. Leases:

The company has applied Ind AS 116 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under Ind AS 17.

As a lessee

The company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, company''s incremental borrowing rate. Generally, the company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

- Fixed payments, including in-substance fixed payments;

- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

- Amounts expected to be payable under a residual value guarantee; and

- The exercise price under a purchase option that the company is reasonably certain to exercise, lease payments in an optional renewal period if the company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the company is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the company''s estimate of the amount expected to be payable under a residual value guarantee, or if company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company presents right-of-use assets that do not meet the definition of investment property in ''property, plant and equipment'' and lease liabilities in ''loans and borrowings'' in the statement of financial position.

Short-term leases and leases of low-value assets

The company has elected not to recognise right-of-use assets and lease liabilities for short term leases of real estate properties that have a lease term of less than 12 months. The company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Under Ind AS 17

In the comparative period, as a lessee the company classified leases that transfer substantially all of the risks and rewards of ownership as finance leases. When this was the case, the leased assets were measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Minimum lease payments were the payments over the lease term that the lessee was required to make, excluding any contingent rent.

Subsequently, the assets were accounted for in accordance with the accounting policy applicable to that asset.

Assets held under other leases were classified as operating leases and were not recognized in the company''s statement of financial position. Payments made under operating leases were recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received were recognised as an integral part of the total lease expense, over the term of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and

rewards incidental to the ownership of an asset to the Company. All other leases are classified as operating leases. Finance leases are capitalised at the lease''s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in borrowings or other financial liabilities as appropriate. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Land under perpetual lease is accounted as finance lease which is recognised at upfront premium paid for the lease and the present value of the lease rent obligation. The corresponding liability is recognised as a finance lease obligation. Land under non-perpetual lease is treated as operating lease.

Operating lease payments for land are recognised as prepayments and amortised on a straight-line basis over the term of the lease. Contingent rentals, if any, arising under operating leases are recognised as an expense in the period in which they are incurred.

As a lessor

Lease income from operating leases where the Company is a lessor is recognised in income on a straight-line basis over the lease term unless the receipts are structured to increase in line with expected general inflation to compensate for the expected inflationary cost increases. The respective leased assets are included in the balance sheet based on their nature.

Arrangements in the nature of lease

The Company enters into agreements, comprising a transaction or series of related transactions that does not take the legal form of a lease but conveys the right to use the asset in return for a payment or series of payments. In case of such arrangements, the Company applies the requirements of Ind AS 116 - Leases to the lease element of the arrangement. For the purpose of applying the requirements under Ind AS 116 - Leases, payments and other consideration required by the arrangement are separated at the inception of the arrangement into those for lease and those for other elements.

R. Cash and cash equivalents:

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less from the date of acquisition, which are subject to an insignificant risk of changes in value.

S. Impairment of Non-Financial Assets

Assessment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset / cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount. An impairment loss is recognized in the Statement of Profit and Loss. Recoverable amount is higher of an asset''s or cash generating unit''s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. A reversal of an impairment loss is recognised immediately in the Statement of Profit and Loss.

T. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial Instruments are further divided in two parts viz. Financial Assets and Financial Liabilities.

Part I - Financial Assets

a) Initial recognition and measurement

All financial assets are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets which are not at fair value through the Statement of Profit and Loss, are adjusted to the fair value on initial recognition.However, trade receivables that do not contains a significant financing component are measured at transaction price. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

b) Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in three categories:

Financial Asset at amortised cost:

A Financial Asset is measured at the amortised cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income and the losses arising from impairment are recognised in the Statement of Profit and Loss.

Financial Asset at FVTOCI (Fair Value through Other Comprehensive Income)

A Financial Asset is classified as at the FVTOCI if following criteria are met:

• The objective of the business model is achieved both by collecting contractual cash flows (i.e. SPPI) and selling the financial assets

Financial instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses and reversals and foreign exchange gain or loss in the statement of profit and loss. On de-recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to the statement of profit and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Financial Assets at FVTPL (Fair Value through the Statement of Profit and Loss)

FVTPL is a residual category for financial instruments. Any financial instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

Financial instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

Equity investments

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind-AS 103 applies are classified as at FVTPL. For all other equity instruments, the Company may make

an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument by instrument basis. The classification is made on initial recognition and is irrevocable. If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss. Investment in subsidiaries is carried at cost in the financial statements.

c) De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily de-recognised when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ''pass-through'' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company''s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

d) Impairment of financial assets

The Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

1. Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, trade receivables and bank balance

2. Financial assets that are debt instruments and are measured as at FVTOCI

3. Trade receivables or any contractual right to receive cash or another financial asset

4. Loan commitments which are not measured as at FVTPL

5. Financial guarantee contracts which are not measured as at FVTPL

The Company follows ''simplified approach'' for recognition of impairment loss allowance on:

- Trade receivables or contract revenue receivables.

The application of simplified approach does not require the Company to track changes in credit risk rather; it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines

that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss.

Part II - Financial Liabilities

a) Initial recognition and measurement

The Company''s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and financial guarantee contracts.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through the Statement of Profit and Loss. Loans and borrowings and payables are also classified as above.

b) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through the Statement of Profit and Loss

Financial liabilities at fair value through the Statement of Profit and Loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through the Statement of Profit and Loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.

Gains or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.

Financial liabilities designated upon initial recognition at fair value through the Statement of Profit and Loss is designated as such at the initial date of recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risks are recognized in OCI. These gains / losses are not subsequently transferred to statement of profit and loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The Company has not designated any financial liability as at fair value through the Statement of Profit and Loss.

Loans and borrowings

This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the Statement of Profit and Loss when the liabilities are de-recognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings.

Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities under borrowings. The dividends on these preference shares, if any are recognised in the Statement of Profit and Loss as finance cost.

Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind-AS 109 and the amount recognised less cumulative amortisation.

c) De-recognition

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

d) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

U. Foreign Currency Transactions

Transactions in foreign currencies are accounted at the initially recorded exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currency at the balance sheet date are translated at the year-end rates. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in statement of profit and loss. In case of forward contracts (non speculative), the premium or discount being the differences between the forward exchange rate and the exchange rate at the inception of the contract is recognized as expense or income over the life of the contract. The exchange difference either on settlement or translation is recognized in the statement of profit and loss.

Non-monetary assets and non-monetary liabilities denominated in foreign currency and measured at historical cost are reported using the exchange rate prevalent at the date of transaction.

V. Government grants and subsidies

Grants and subsidies from the government are recognized when there is reasonable assurance that (i) the company will comply with the conditions attached to them, and (ii) the grant/subsidy will be received.

When the grant or subsidy relates to revenue, it is netted off with the related costs, which they are intended to compensate. Where the grant relates to property, plant and equipment, it is netted off with the specified property, plant and equipment if grants related to specific property, plant and equipment otherwise netted off on prorate basis to all eligible property, plant and equipment.

The loan or assistance is initially recognized and measured at fair value or nominal value and the government grant is measured as the difference between the initial carrying value of the loan and the proceeds received. The loan is subsequently measured as per the accounting policy applicable to financial liabilities.

defaults in repayments of the borrowings by Company''s subsidiary Kesar Multimodal Logistics Limited to its lenders. The Company petition filed u/s 7 of the Insolvency and Bankruptcy Code,2016 (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.

The Lenders of KMLL had also filed an Original Application before the Debt Recovery Tribunal (DRT) - Jabalpur against the Company and it''s subsidiary company (i.e. KMLL). The proceedings were kept in abeyance due to the moratorium declared pursuant to CIRP. However, since the CIRP has been withdrawn on account of OTS with the lenders of KMLL, the DRT will be informed about the same in the next hearing with the request to keep the proceedings on hold till the completion of OTS and the parties are in the process of finalising the Consent Terms which will be filed before the DRT.

KMLL has made part payments towards OTS and there are overdues as on 31.03.2023. KMLL is seeking more time from lenders for repayment of OTS dues. Pending the 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 under OTS by KMLL towards the lenders.

b) The Company, as at March 31, 2023, has non-current investments in its wholly owned subsidiary company Kesar Multimodal Logistics Limited (''KMLL'') that comprises of Equity Investment amounting to '' 4,180.00 Lakhs (March 31, 2022, '' 4,180.00 Lakhs), investment in zero coupon redeemable preference shares of KMLL amounting to '' 1,211.78 Lakhs (March 31,2022''1,211.78 Lakhs) and contribution towards equity capital amounting to '' 4,411.26 Lakhs (March 31, 2022''4,411.26 Lakhs). Further, the Company has non-current loan as at March 31, 2023 in KMLL amounting to '' 5,441.93 Lakhs (March 31,2022''3,913.63 Lakhs). KMLL has incurred substantial losses till current year and its net worth as at March 31, 2023 has been fully eroded. In view of the huge losses in KMLL and pendency of Insolvency and Bankruptcy Code, 2016 (IBC) proceedings, during the quarter ending 31.03.2022, 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. The management had taken a decision not to book the Notional Interest Income as per INDAS 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.

The company has during the year decided to divest upto 100% equity and/or preference stake in KMLL. The Board of Directors of the Company in its meeting held on 08th November, 2022 passed an enabling resolution in respect of the proposed Sale / disposal / transfer up to 100% equity and/or preference stake of Kesar Multimodal Logistics Limited, a wholly owned Subsidiary. Further 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 regulatory/ statutory authorities.

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.

51. The balances in respect of Trade receivables, Trade Payables, Borrowings, Loan and advances and security deposits are subject to confirmation and consequential reconciliation if any.

52. ADDITIONAL REGULATORY INFORMATION

a. Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 for the financial years ended March 31, 2023 and March 31, 2022.

b. Undisclosed Income

There are no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

c. Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual currency during the financial year ended March 31, 2023 and March 31, 2022.

d. Wilful Defaulter

The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender.

e. Fraud Reporting

The company has not reported any fraud during the year ended March 31, 2023, and March 31,2022.

f. Relationship with Struck off companies

The Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year.

g. Details of Benami Property held

No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

h. Title deed of immovable properties

All the title deeds of immovable properties are held in the name of the company except in respect of lease hold land as stated in note 33

53. The previous year figures have been regrouped and reclassified wherever necessary to correspond with the current year classification/disclosure.

As per our report of even date attached For and on behalf of the Board of Directors

For and on behalf of

Chandabhoy & Jassoobhoy H R Kilachand J K Devgupta

Chartered Accountants Executive Chairman Director

Firm Registration No.101647W DIN 00294835 DIN 00515391

Bhupendra T Nagda V J Doshi Sarika Singh

Partner Chief Financial Officer Company Secretary

Membership No.F 102580

Place: Mumbai Place: Mumbai

Date: May 29, 2023 Date: May 29, 2023

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Mar 31, 2018

1 Background

The Company was incorporated on 21st January 2008. On 12th March 2010, the Hon''ble High Court of Bombay had passed an order pursuant to Section 391 to 394 of the Companies Act 1956, sanctioning the Scheme of Arrangement by way of Demerger for transfer of the Storage Division of Kesar Enterprises Limited (KEL) into the Company as a going concern with effect from 1st January 2009 (Appointed Date).

Pursuant to the Scheme of Demerger, in consideration of the transfer of Storage Undertaking into the Company, 4,753,1 13 Equity Shares of Rs. 10 each, fully paid up are issued and allotted on 1st June 2010 by the Company to the shareholders of Kesar Enterprises Limited (KEL) in the ratio of 10:7 i.e. for every 10 shares in KEL, 7 shares in the company.

The Company is mainly engaged in the business of renting of liquid storage tanks at Kandla and is in process of commencing its operation at Pipavav and Kakinada Port.

a) The Company has invested in 0% Cumulative Redeemable Preference Shares for 15 years. Under Ind-AS, preference shares are classified as Invesment based on the nature and terms of the contract. Interest on the said investment is recognised using the effective interest method with interest rate of 10.50%. Thus the said preference share investment is reduced by Rs.74,535,600 as on 01.04.2016 and Rs. 203,326,480 as on 31.03.2017 with a corresponding increase in Investment in Equity Capital of Subsidiary under the head Non Current Financial Investments.

b) Interest free Loan given to subsidiary has been recognised at fair value as per INDAS by taking effective rate of Interest @10.50%.Accordingly Interest amount of Rs.14,766,516 as on 01.04.2016 (Rs. 14,766,516 as on 31.03.2017) included in the said loan is reduced from Loan and added to Investment in Equity Capital of Subsidiary under the head Non Current Financial Investments.

c) Fair value of the corporate guarantee given to subsidiary is taken at 0.50% per annum on outstanding loan exposure in respect of which such guarantee is given. Accordingly Rs.9,321,060 as on 01.04.2016 and Rs.14,186,149 is adjusted in retained earnings and added to Investment in Equity Capital of Subsidiary under the head Non Current Financial Investments.

d) Deferred Tax Asset is recognised due to timing differences arising in Income Tax out of fair Valuation of investment in Preference Shares of Subsidiary and Loan given to subsidiary. Accordingly Rs.30,905,677 as on 01.04.2016 and Rs.73,966,913 as on 31.3.2017 has been added to Differed Tax Assets as well as retained earnings.

e) Under Ind-AS, impairment allowance has been determined based on Expected Credit Loss model (ECL). Accordingly, trade receivables have been reduced by Rs.870,157 as on 01.04.2016 and Rs.974,980 as on 31.3.2017 which is 2% of Trade Receivable with a corresponding decrease in retained earnings.

f) Provision for proposed dividend made as per GAAP as on 31.03.2016 is written back since it is no longer an adjusting event.

a. Other Income

Other Income Includes Implied Interest on Investment in preference shares of subsidiary company arising out of fair valuation amounting Rs.4,050,515 at interest rate of 10.50%, Implied interest of Rs.14,766,516 arising out of fair valuation of loan given to KMLL at 10.50% and Implied guarantee commission of Rs.4,865,089 on corporate guarantee given to KMLL.

b. Provision for Expected Credit Loss

As per Ind-AS 109, the Company is required to apply expected credit loss model for recognising the allowance for doubtful debts. As a result, the allowance for doubtful debts is increased by Rs.104,526 and the same is recognised in "Other Expenses" during the financial year 2016-17.

c. Other comprehensive income (OCI)

Concept of other comprehensive income did not exist under Indian GAAP. Under Ind-AS, all items of income and expenses recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income or expenses that are not recognised in profit or loss but are shown in the statement of profit and loss as ''Other comprehensive income'' includes remeasurement of defined employee benefits plans. The amount related to remeasurement of defined employee benefit plan of Rs.2,277,335 is presented as part of OCI during the financial year 2016-17.Deferred Tax liability arising consequent to the same is also presented under OCI.

d. Deferred Tax

Deferred Tax Asset is recognised due to timing differences arising in Income Tax out of fair Valuation of investment in Preference Shares of Subsidiary. Accordingly net deferred Tax assets of Rs.43,061,237 is created for 2016-17.Also deferred Tax liability amounting to Rs.788,140 created on Rs.2,277,335 which is shown under other comprehensive income due to remeasurement of employee benefit expenses as per the requirement of IND-AS.

C. Adjustments to the statement of Cash Flows.

The transition from Indian GAAP to Ind-AS had no significant impact on cash flows generated by the Company

(b) Terms / rights attached to Equity Shares

i) The Company has only one class of equity shares having a par value of Rs.5 per share (March 31, 2017 : Rs.5 per share and April 1,2016 : Rs.10 per share). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their holdings.

ii) During the current year , the amount of Final dividend Rs.1 (previous year Rs.0.50) per Equity Share has been declared and paid .

* Hon''ble High Court of Gujarat has set aside demand of Gujarat Electricity Board; contrarily Gujarat Electricity Board has filed Special Leave Petition in Supreme Court. Order is awaited

** The total outstanding loans as at 31.03.2018 is Rs.1,012,040,149 (Previous Year Rs.946,301,322) against Corporate Guarantee.

Strategic Debt restructuring (SDR) was invoked and approved by the Banks of the Kesar Mulitmodal Logistics Ltd (KMLL) on 20.11.2017. However, upon withdrawal of the SDR scheme by RBI vide its circular no RBI/2017-18/131 DBR.No.BP.BC.101/21.04.048/2017-18 dated 12.02.2018, Bankers have invoked the Corporate Guarantee given by the Company. The company''s subsidiary KMLL is contesting at appropriate legal forum, the applicability of RBI''s aforesaid circular and its consequential invocation of Corporate Guarantee.

2. Pursuant to Scheme of Demerger, the Company has requested Deendayal Port Trust (DPT) (formerly known as Kandla Port Trust(KPT)) for transfer of leasehold land situated at Kandla in its name which is presently in the name of Kesar Enterprises Ltd. However, DPT has raised a demand of Rs.208,354,295/- on account of such transfer/ upfront fee for change in the name. The Company has filed a writ petition in High Court of Gujarat, against the demand raised by the DPT. In the Current year the Company has deposited Rs.50,000,000/- with DPT as per Court directives towards above demands and is of the view that the demand raised is likely to be deleted or substantially reduced and hence no provision in required to be made. However, for certain portion of leasehold land, where the lease period is expired, the same is pending for renewal by DPT, although the Company has filed writ petition/ application for the renewal of the said lease and is of the view that Lease shall be renewed by DPT. Pending outcome of the writ petition filed in High Court of Gujarat, depreciation on Assets constructed at lease hold land has been charged as per the rates prescribed in Schedule II of the Companies Act 2013.

3. The Non Current Investments amounting to Rs.35,000,000/- (Previous Year Rs.35,000,000/-) is placed as a security against borrowings.

4. Employee Benefit

Defined Benefit Plan (Gratuity Fund) - Funded

In accordance with Indian Accounting Standard 19 "Employee Benefits", actuarial valuation was performed by independent actuaries in respect of the aforesaid defined benefit plan.

The expected rate of return on plan assets is based on the expectations of the average long term rate of return expected on investments of the fund during the estimated term of the obligation.

The estimates of future salary increases are considered taking into account inflation, seniority promotion and other relevant factors.

Defined Contribution Plans

Amount recognized as expense in respect of Compensated Leave Absence is Rs. (321,496) (Previous Year Rs.2,230,872).

Amount recognized as an expense in respect of "Contribution to Provident and other Funds" is Rs.5,318,007 (Previous Year Rs.5,396,415)

The Company has a defined benefit gratuity plan in India (funded). The company''s defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund. The fund is managed by a trust which is governed by the Board of Trustees. The Board of Trustees are responsible for the administration of the plan assets and for the definition of the investment strategy.

Risks associated with defined benefit plan

Gratuity is a defined benefit plan and company is exposed to the Following Risks:

Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

5. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s principal financial liabilities, comprises borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to support its operations directly or indirectly. The Company''s principal financial assets include loans, trade and other receivables, cash and cash equivalents that derive directly from its operations.

The Company is exposed to credit risk and liquidity risk. Market risk is applicable to variable rate borrowing. Equity risk is not applicable since company does not have equity investments. Foreign exchange risk is not applicable since the company does not have long term imports. The below note explains the sources of risk which the entity is exposed to and how the entity manages the risk :

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions and other financial instruments.

Trade receivables

Outstanding customer receivables are regularly monitored and any further services to major customers are approved by the senior management.

On account of adoption of Ind-AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors and the Company''s historical experience for customers.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s finance department. Liquidity Risk

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans, preference shares and unsecured loans.

Interest rate risk

The Company has MCLR based borrowing and depending on the interest rate scenario, the company decides on the mix of fixed rate versus variable rate borrowing.

6. Capital Management

For the purpose of the Company''s capital management, capital includes issued equity share capital, securities premium and all other reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximize the value of the share and to reduce the cost of capital.

The Company monitors capital using a gearing ratio, which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.

7. Segment Reporting

The Company is mainly engaged in Liquid Storage Business in India and there is no other reportable business and geographical segment as required by Indian Accounting Standard 108.

8. Loans and advances in the nature of loans given to Subsidiary Company/Guarantees given on behalf of Subsidiary in accordance with schedule V of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015 & Section 186 of the Companies Act, 2013.

9. Disclosure of amounts payable to vendors as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" is based on the information available with the Company regarding the status of registration of such vendors under the said Act. There are no overdue principal amounts/ interest payable for delayed payments to such vendors as at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payments made during the year or brought forward from previous years.

10. The common corporate expenses incurred at Corporate Head Office at Mumbai for the year have been allocated as per the Sharing Agreement between Kesar Enterprises Ltd. and the Company. The amount allocated to the Company is Rs.9,440,472 (Previous Year Rs.15,757,344). Addition to fixed assets includes Rs. Nil (Previous Year Rs. Nil) (net of depreciation), transferred from Kesar Enterprises Ltd.

11. Derivative instruments and unhedged foreign currency exposure Nil (previous year Nil).

12. Ministry of Corporate Affairs ("MCA") through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the new Standard Ind-AS 115 "Revenue from Contracts with Customers" which is effective from April 1, 2018.

The core principle of Ind-AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

- Step 1: Identify the contract(s) with a customer

- Step 2: Identify the performance obligation in contract

- Step 3: Determine the transaction price

- Step 4: Allocate the transaction price to the performance obligations in the contract

- Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under Ind-AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when ''control'' of the goods or services underlying the particular performance obligation is transferred to the customer.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind-AS 8- Accounting Policies, Changes in Accounting Estimates and Errors.

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach)

The Company will adopt the standard on April 1, 2018 by using the cumulative catch-up transition method and accordingly comparatives for the year ended March 31, 2018 will not be retrospectively adjusted. The effect on adoption of Ind-AS 115 is expected to be insignificant.

13. The previous year figures have been regrouped and reclassified wherever necessary to correspond with the current year classification/disclosure.

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Mar 31, 2016

(b) Terms / rights attached to Equity Shares

i) The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their holdings.

ii) During the year ended 31st March 2016, the amount of Final dividend recognized Rs. 1.00 (31st March 2015: Rs.3.50) per Equity Share.

1. Pursuant to Scheme of Demerger, the Company has requested Kandla Port Trust (KPT) for transfer of leasehold land situated at Kandla in its name which is presently in the name of Kesar Enterprises Ltd. However, KPT has raised a demand of Rs. 208,354,295/- on account of such transfer/ upfront fee for change in the name. The Company has filed a writ petition in High Court of Gujarat, against the demand raised by the KPT. The Company is of the view that the demand raised is likely to be deleted or substantially reduced and hence no provision in required to be made. However, for certain portion of leasehold land, where the lease period is expired, the same is pending for renewal by KPT, although the Company has filed writ petition/application for the renewal of the said lease and is of the view that Lease shall be renewed by KPT. Pending outcome of the writ petition filed in High Court of Gujarat, depreciation on Assets constructed at lease hold land has been charged as per the rates prescribed in Schedule II of the Companies Act2013.

2. The Non Current Investments amounting to Rs. 35,000,000/- (Previous Year '' 35,000,000/-) is placed as a security against borrowings.

3. Employee Benefit

Defined Benefit Plan (Gratuity Fund)

In accordance with Accounting Standard (AS 15) (Revised 2005), actuarial valuation was performed by independent actuaries in respect of the aforesaid defined benefit plan.

4. The Company carries excess income tax provision amounting to Rs. 39,241,247 (Previous Year Rs. 26,699,860) pending assessments.

5. The Company has received order dated March 25, 2016 under Section 143(3) of the Income Tax Act, 1961, raising a demand of Rs. 39,607,430. While raising a demand the Assessing Officer has erroneously not given the credit for Advance Tax and Self Assessment Tax of Rs. 26,650,000 and Rs. 5,000,000 respectively. The Company has filed application on 4^th April, 2016 for the rectification under Section 154 of the Income Tax Act, 1961. Upon giving effect to the said application the demand raised by Income Tax Department shall stand deleted and refund is due to the Company.

6. Derivative instruments and unhedged foreign currency exposure Nil (previous year Nil)

7. The previous year figures have been regrouped and reclassified wherever necessary to correspond with the current year classification/disclosure.

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Mar 31, 2015

1 BACKGROUND

The Company was incorporated on 21st January 2008. On 12th March 2010, the Hon'ble High Court of Bombay had passed an order pursuant to Section 391 to 394 of the Companies Act 1956, sanctioning the Scheme of Arrangement by way of Demerger for transfer of the Storage Division of Kesar Enterprises Limited (KEL) into the Company as a going concern with effect from 1st January 2009 (Appointed Date).

Pursuant to the Scheme of Demerger, in consideration of the transfer of Storage Undertaking into the Company, 4,753,1 13 Equity Shares of Rs. 10 each, fully paid up are issued and allotted on 1st June 2010 by the Company to the shareholders of Kesar Enterprises Limited (KEL) in the ratio of 10:7 i.e. for every 10 shares in KEL, 7 shares in the company.

The Company is mainly engaged in the business of renting of liquid storage tanks at Kandla and is in process of commencing its operation at Pipavav and Kakinda Port.

2. Terms / rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their holdings.

During the year ended 31st March 2015, the amount of per equity share Final dividend recognised Rs. 3.50 (31st March 2014: interim dividend of Rs.1.50 & final dividend of Rs.1.50 totalling to Rs. 3.00).

3. CONTINGENT LIABILITIES

Nature of claim/Demands As at As at 31st March 2015 31st March 2014 (Rs.) (Rs.) (a) Claims against the Company not acknowledged as debts:

i) Additional demand of Electricity Charges under dispute Nil 5,342,469

ii) Additional demand on account of revision in rates of Lease 37,199,818 Nil Rent

iii) Additional demand on account of Transfer fee/upfront rent for 208,354,295 Nil change in name

b) Guarantee: * 1,081,100,000 1,081,100,000

Corporate Guarantee given in favour of Banker's, towards credit facilities granted to Kesar Multimodal Logistics Limited (Subsidiary Company) (KMLL) to set up a "Composite Logistics Hub" at Powarkheda in Madhya Pradesh.

Total 1,326,654,1131 1,086,442,469

* The total outstanding loans as at 31.03.2015 is Rs.790,764,933 (Previous Year Rs.464,226,683) against Corporate Guarantee.

4. Pursuant to Scheme of Demerger, the Company has requested Kandla Port Trust (KPT) for transfer of leasehold land situated at Kandla in its name which is presently in the name of Kesar Enterprises Ltd. However, KPT has raised a demand of Rs.208,354,295/- on account of such transfer/ upfront fee for change in the name. The Company has filed a writ petition in High Court of Ahmedabad, against the demand raised by the KPT. The Company is of the view that the demand raised is likely to be deleted or substantially reduced and hence no provision made. The Depreciation on Assets constructed at lease hold land of KPT has been charged as per the rates prescribed in Schedule II of the Companies Act 2013. However for certain portion of leasehold land, where the lease period has been expired, the same is pending for renewal, although the Company has filed an application for the renewal of the said lease. The Company is of the view that Lease shall be renewed on the outcome of the writ petition filed in High Court of Ahmedabad.

5. The Non Current Investments amounting to Rs.35,000,000/-is placed as a security against borrowings.

6. EMPLOYEE BENEFIT

Defined Benefit Plan (Gratuity Fund)

In accordance with Accounting Standard (AS 15) (Revised 2005), actuarial valuation was performed by independent actuaries in respect of the aforesaid defined benefit plan.

The expected rate of return on plan assets is based on the expectations of the average long term rate of return expected on investments of the fund during the estimated term of the obligation.

The estimates of future salary increases are considered taking into account inflation, seniority promotion and other relevant factors.

7. SEGMENT REPORTING

The Company is mainly engaged in Liquid Storage Business and there is no other reportable business and geographical segment as required by Accounting Standard - 17 "Segment Reporting".

8. RELATED PARTY DISCLOSURES UNDER ACCOUNTING STANDARD 18:

Names of related parties and nature of related party relationships:

Name of Related Parties

a) Key Management Personnel and their relatives:

Key Management Personnel:

Mr. H R Kilachand Executive Chairman

Mrs. M H Kilachand Promoter Director

Relatives of Key Management Personnel:

Mr. Rohan H Kilachand Son of Executive Chairman

Ms. Rohita H Kilachand Daughter of Executive Chairman

b) Enterprises over which Key Management Personnel and their relatives are able to exercise significant influence

Kesar Enterprises Limited

Kesar Corporation Pvt. Ltd.

Indian Commercial Co. Pvt. Ltd.

Kilachand Devchand & Co. Pvt. Ltd.

Kilachand Devchand Commercial Pvt. Ltd.

India Carat Pvt Ltd

9. Based on the information available with the Company regarding the status of the suppliers as defined under the Micro Small and Medium Enterprise Development Act 2006 (the 'MSMED'), no suppliers are outstanding for more than 45 days as per the terms & conditions of the order.

10. The common corporate expenses incurred at Corporate Head Office at Mumbai for the year have been allocated as per the Sharing Agreement between Kesar Enterprises Ltd. and the Company. The amount allocated to the Company is Rs. 14,644,271 (Previous Year Rs. 14,000,724). Addition to fixed assets includes Rs. 4,243,807 (Previous Year Rs. 3,560,102) (net of depreciation), transferred from Kesar Enterprises Ltd.

11. The Company has aligned the useful life of its fixed assets in line with Part C of Schedule II of the Companies Act, 2013 ('the Act') w.e.f. April 1, 2014 . In respect of the assets where the remaining useful life is 'Nil', their carrying amount after retaining the residual value as on April 1,2014 aggregating to Rs. 1,443,645 (net of deferred tax of Rs.743,364) has been adjusted against the opening balance of retained earnings as on that date.

12. The Company carries excess income tax provision amounting to Rs. 26,699,860 pending assessments.

13. The previous year figures have been regrouped and reclassified wherever necessary to correspond with the current year classification/disclosure.

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Mar 31, 2014

1. CONTINGENT LIABILITIES

Nature of claim/Demands As at 31st March As at 31st March 2014 (Rs) 2013(Rs)

(a) Claims against the Company not acknowledged as debts: Additional demand of Electricity Charges under dispute 53''42''469 53''42''469

(b) Guarantee:

Corporate Guarantee given in favour of Banker''s'' 1''08''11''00''000* 1''08''11''00''00 towards credit facilities granted to Kesar Multimodal Logistics Limited (Subsidiary Company) (KMLL) to set up a "Composite Logistics Hub" at Powarkheda in Madhya Pradesh.

Total 1''08''64''42''469 1''08''64''42''469

* The total outstanding loans as at 31.3.2014 is Rs 46''42''26''683 against Corporate Guarantee ofRs 1''08''11''00''000.

2. EMPLOYEE BENEFIT

Defined Benefit Plan (Gratuity Fund)

In accordance with Accounting Standard (AS 15) (Revised 2005)'' actuarial valuation was performed by independent actuaries in respect of the aforesaid defined benefit plan.

3. SEGMENT REPORTING

The Company is mainly engaged in Liquid Storage Business and there is no other reportable business and geographical segment as required in accordance with AS 1 7.

4. Pursuant to Scheme of Demerger'' Leasehold land situated at Kandla Port Trust'' presently in the name of Kesar Enterprises Ltd.'' is in the process of being transferred in the name of the Company.

5. RELATED PARTY DISCLOSURES UNDER ACCOUNTING STANDARD 18:

Names of related parties and nature of related party relationships: Name of Related Parties

a) Key Management Personnel and their relatives:

Key Management Personnel

Mr. H R Kilachand Executive Chairman

Mrs. M H Kilachand Promoter Director

Relatives of Key Management Personnel

Mr. Rohan H Kilachand Son of Executive Chairman

Ms. Rohita H Kilachand Daughter of Executive Chairman

b) Enterprises over which Key Management Personnel and their relatives are able to exercise significant influence

Kesar Enterprises Limited

Kesar Corporation Pvt. Ltd.

Indian Commercial Co. Pvt. Ltd.

Kilachand Devchand & Co. Pvt. Ltd.

Kilachand Devchand Commercial Pvt. Ltd.

India Carat Pvt Ltd

Duracell Investments & Finance Pvt. Ltd.

Seel Investment Pvt. Ltd.

c) Subsidiary Company:

Kesar Multimodal Logistics Limited

6. Based on the information available with the Company regarding the status of the suppliers as defined under the Micro Small and Medium Enterprise Development Act 2006 (the ''MSMED'')'' no suppliers are outstanding for more than 45 days as per the terms & conditions of the order.

7. The common corporate expenses incurred at Corporate Head Office at Mumbai for the year have been allocated as per the Sharing Agreement between Kesar Enterprises Ltd. and the Company. The amount allocated to the Company is Rs 1''40''00''724 (Previous Year Rs 1''60''29''092). Addition to fixed assets includes Rs 35''60''102 (net of depreciation)'' transferred from Kesar Enterprises Ltd.

8. The Depreciation on Assets constructed at Lease hold land of Kandla Port Trust (KPT) has been charged as per the rates prescribed Schedule XIV as the management expects that the lease will be renewed by the KPT'' as had been approved in past.

9. The previous year figures have been regrouped and re-casted wherever necessary.

Dear Shareholder''

Sub: "GO GREEN" initiative of the Ministry of Corporate Affairs ("MCA")'' Government of India

The Ministry of Corporate Affairs ("MCA")'' Government of India'' has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by companies if services of documents have been made through electronic mode. The companies are now permitted to send various notices /documents to its shareholders through electronic mode to the registered e-mail addresses of shareholders.

This move by the Ministry is welcome since it will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. The Company thus proposes to send all documents to the Shareholders like General Meeting Notices (including AGM)'' Audited Financial Statements'' Directors'' Report'' Auditors'' Report'' etc. henceforth to the shareholders in electronic form in lieu of the physical form.

Shareholders holding shares in Physical form are requested to furnish your email id for the purpose of serving of documents by the Company in the electronic mode in the form attached on the next page at the address of our (RTA) M/s SHAREX DYNAMIC (INDIA) PVT LTD. Unit-1'' Luthra Ind Premises'' Safed Pool'' Andheri Kurla Road'' Andheri East'' Mumbai 400072.

Shareholders holding shares of the Company in electronic form and do not have any email id registered in your Demat Account with the Depository. You are requested to furnish your email id in your Demat Account with your Depository-Participant (DP) for the purpose of serving of documents by the Company in the electronic mode.

Shareholders holding shares of the Company in electronic form and have registered your email-id'' in the records of the Depositories viz NSDL/CDSL and which has been made available to us as per the records maintained at the depository. Please inform any changes in your email-id to your depository participant (DP) only'' for the purpose of serving of documents by the Company in the electronic mode.

As a member of the company'' In case you desire to receive documents stated above in physical form'' you will be entitled to be furnished'' free of cost'' a printed copy of the Annual Report of the Company'' upon receipt of a requisition from you'' at any time. Please write to us'' quoting your Registered Folio Number at Registered Office of the Company or email to [e-mail] or to our Registrar & Share Transfer Agents M/s Sharex Dynamic (India) Pvt. Ltd.

The Annual Report of the Company would also be made available on the Company''s website at www.kesarinfra. com.

In case you desire to receive the documents stated above in physical form

We are sure that you will welcome the "Green Initiative" taken by the MCA and your company''s desire to participate in the same.

We look forward to your support in this initiative.

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Mar 31, 2013

1. BACKGROUND

The Company was incorporated on 21st January, 2008. On 12th March, 2010, the Hon''ble High Court of Bombay had passed an order pursuant to Section 391 to 394 of the Companies Act 1956, sanctioning the Scheme of Arrangement by way of Demerger for transfer of the Storage Division of Kesar Enterprises Limited (KEL) into the Company as a going concern with effect from 1st January, 2009 (Appointed Date).

Pursuant to the Scheme of Demerger, in consideration of the transfer of Storage Undertaking into the Company, 4,753,113 Equity Shares of Rs. 10 each, fully paid up are issued and allotted on 1st June, 2010 by the Company to the shareholders of Kesar Enterprises Limited (KEL) in the ratio of 10:7 i.e. for every 10 shares in KEL, 7 shares in the company.

(a) Terms / rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March, 2013, the amount of per equity share dividend recognized as distributions to equity shareholders was Rs. 3.00 (31st March, 2012: Rs. 2.50).

2. SEGMENT REPORTING

The Company is mainly engaged in Liquid Storage Business and there is no other reportable business and geographical segment as required in accordance with AS 17.

3. Pursuant to Scheme of Demerger, Leasehold land situated at Kandla Port Trust, presently in the name of Kesar Enterprises Ltd., is in the process of being transferred in the name of the Company.

4. RELATED PARTY DISCLOSURES UNDER ACCOUNTING STANDARD 18:

Names of related parties and nature of related party relationships:

Name of Related Parties

(a) Key Management Personnel and their relatives:

Key Management Personnel

Mr. H R Kilachand Executive Chairman

Mrs. M H Kilachand Promoter Director

Relatives of Key Management Personnel

Mr. Rohan H Kilachand Son of Executive Chairman

Ms. Rohita H Kilachand Daughter of Executive Chairman

(b) Enterprises over which Key Management Personnel and their relatives are able to exercise significant influence

Kesar Enterprises Limited Kesar Corporation Pvt. Ltd.

Indian Commercial Co. Pvt. Ltd.

Kilachand Devchand & Co. Pvt. Ltd.

Kilachand Devchand Commercial Pvt. Ltd.

India Carat Pvt Ltd

Duracell Investments & Finance Pvt. Ltd.

Seel Investment Pvt. Ltd.

(c) Subsidiary Company:

Kesar Multimodal Logistics Limited

5. Based on the information available with the Company regarding the status of the suppliers as defined under the Micro Small and Medium Enterprise Development Act 2006 (the ''MSMED''), no suppliers are outstanding for more than 45 days as per the terms & conditions of the order.

6. The common corporate expenses incurred at Corporate Head Office at Mumbai for the year have been allocated as per the Sharing Agreement between Kesar Enterprises Ltd. and the Company. The amount allocated to the Company is Rs. 16,029,092 (Previous Year Rs. 14,679,756)

7. The Depreciation on Assets constructed at Lease hold land of Kandla Port Trust (KPT) has been charged as per the rates prescribed Schedule XIV as the management expects that the lease will be renewed by the KPT, as had been approved in past.

8. The previous year figures have been regrouped and re-casted wherever necessary.

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Mar 31, 2012

1. Background

The Company was incorporated on 21st January 2008. On 12th March 2010, the Hon’ble High Court of Bombay had passed an order pursuant to Section 391 to 394 of the Companies Act 1956, sanctioning the Scheme of Arrangement by way of Demerger for transfer of the Storage Division of Kesar Enterprises Limited (KEL) into the Company as a going concern with effect from 1st January 2009 (Appointed Date).

Pursuant to the Scheme of Demerger, in consideration of the transfer of Storage Undertaking into the Company, 4,753,113 Equity Shares of Rs. 10 each, fully paid up are issued and allotted on 1st June 2010 by the Company to the shareholders of Kesar Enterprises Limited (KEL) in the ratio of 10:7 i.e. for every 10 shares in KEL, 7 shares in the company.

2. Contingent Liabilities

Nature of claim/Demands As at As at 31st March 2012 31st March 2011 (Rs.)
(a) Claims against the Company not acknowledged as debts:

Arrears due for Electricity Charges 5,342,469 5,342,469

(b) Guarantee:

Bank Guarantee given to Madhya Pradesh State Agricultural Marketing Board (Mandi Board) on behalf of Kesar Multimodal Logistics Limited (Special purpose company) to set up a "Composite Logistics Hub" at Powarkheda in Madhya Pradesh. 70,000,000 Nil

Total 75,342,469 5,342,469

3. Employee Benefit

Defined Benefit Plan (Gratuity Fund)

In accordance with Accounting Standard (AS 15) (Revised 2005), actuarial valuation was performed by independent actuaries in respect of the aforesaid defined benefit plan.

4. Segment Reporting

The Company is mainly engaged in Storage Business. Further, the Company’s major operations are at Kandla and there is no other reportable business and geographical segment as required in accordance with AS 17.

5. Pursuant to Scheme of Demerger, Leasehold land situated at Kandla Port Trust is presently in the name of Kesar Enterprises Ltd., is in the process of being transferred in the name of the Company.

6. Related party disclosures under Accounting Standard 18:

Names of related parties and nature of related party relationships: Name of Related Parties

a) Key Management Personnel and their relatives: Key Management Personnel

Mr. H. R. Kilachand Executive Chairman

Mrs. M. H. Kilachand Promoter Director

Relatives of Key Management Personnel

Mr. Rohan H. Kilachand Son of Executive Chairman

Ms. Rohita H. Kilachand Daughter of Executive Chairman

b) Enterprises over which Key Management Personnel and their relatives are able to exercise significant influence Kesar Enterprises Limited Kesar Corporation Pvt. Ltd. Indian Commercial Co. Pvt. Ltd. Kilachand Devchand & Co. Pvt. Ltd. Kilachand Devchand Commercial Pvt. Ltd. India Carat Pvt Ltd

Duracell Investments & Finance Pvt. Ltd. Seel Investment Pvt. Ltd.

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Mar 31, 2011

Background

Company was incorporated on 21st January 2008, and on 12th March 2010, the Honble High Court of Bombay had passed an order pursuant to Section 391 to 394 of the Companies Act 1956, sanctioning the Scheme of Arrangement by way of Demerger for transfer of the Storage Division of the Kesar Enterprises Limited (KEL) into the Company as a going concern with effect from 1st January 2009 (Appointed Date).

Pursuant to the Scheme of Demerger, in consideration of the transfer of the Storage Undertaking into the Company, 47,53,113 Equity Shares of Rs. 10/- each, fully paid up are issued and allotted on 1st June 2010 by the Company to the shareholders of KEL in the ratio of 10:7 i.e. for every 10 shares in KEL , 7 shares in the company.

1. Capital Commitments

Estimated amounts of contracts remaining to be executed on capital account and not provided for Rs.9,07,328 (Previous Year : Rs. 15,60,958).

2. Contingent Liabilities on account of Demands/Claims against the Company not acknowledged as debts and not provided for Rs.53,42,469 (Previous Year : Rs. NIL)

3. Employee Benefit

Defined Benefit Plan (Gratuity Fund)

In accordance with Accounting Standard (AS 15) (Revised 2005), actuarial valuation was performed by independent actuaries in respect of the aforesaid defined benefit plan.

Gratuity Fund is managed by Life Insurance Corporation of India (LIC), however, transfer of funds from KEL Gratuity Trust to KTIL Gratuity Trust pertaining to the employees of the company is in process.

4. Segment Reporting: - The Company is mainly engaged in Storage Business. Further, companys major operations are at Kandla and there is no other reportable business and geographical segment as required in accordance with AS 1 7.

6. Term Loan from Allahabad Bank for storage expansion is secured by way of first charge on all Fixed Assets and Current Assets both present & future of Storage & Handling Division at Kandla as per the security documents executed by Kesar Enterprises Ltd. However, as per the Court Order, necessary steps are being taken to create the said charge in the name of the Company. Vehicle Loan for company vehicles are secured by way of hypothecation of vehicles. However, security documents are executed by Kesar Enterprises Ltd. As per the Court Order, necessary steps are being taken to create the said charge in the name of the Company.

7. Pursuant to Scheme of De-merger as stated above, Leasehold lands presently in the name of Kesar Enterprises Ltd., are in the process of being transfered in the name of the Company.

8. Related party disclosures under Accounting Standard 18: Names of related parties and nature of related party relationships: Name of Related Parties

a) Key Management Personnel and relatives of such personnel :

Key Management Personnel

Mr. H.R.Kilachand Chairman

Mrs. M.H.Kilachand Promoter Director

Relatives of Key Management Personnel

Mr. Rohan H. Kilachand Son of Chairman

Ms. Rohita H. Kilachand Daughter of Chairman

b) Enterprises over which Key Management Personnel and their relatives are able to exercise significant influence

Kilachand Devchand commercial Pvt. Ltd. Kesar Enterprises Limited Indian Commercial Co. Pvt. Ltd. Kesar Corporation Pvt. Ltd. Kilachand Devchand & Co. Pvt. Ltd. Duracel Investments & Finance Pvt. Ltd. Seel Investment Pvt. Ltd.

10. Based on the information available with the Company regarding the status of the suppliers as defined under the Micro Small and Medium Enterprise Development Act 2006 (the MSMED), no suppliers are outstanding for more than 45 days as per the terms & conditions of the order.

11. Quantitative details as required pursuant to the provisions of para3,4C and 4D of part II of Schedule VI of the Companies Act 1956 are not applicable as the company is not a manufacturing unit.

12. The common corporate expenses incurred at Corporate Head Office at Mumbai for the year have been allocated as per the Sharing Agreement between KEL and the company. The amount allocated to the company is Rs. 1,27,07,332/-.

13. The Depreciation on Assets constructed at Lease hold land of Kandla Port Trust (KPT) has been charged as per the rates prescribed Schedule XIV as the management expects that the lease will be renewed by the KPT based on past practice.

14. Previous year figures have been regrouped and recasted wherever necessary.

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Mar 31, 2010

1. Demerger of Storage Undertaking /Division of Kesar Enterprises Ltd. (KEL) into the Company.

a) The Board of Directors of Kesar Enterprises Limited (KEL) at their meeting held on 21-01-2009 approved the Scheme of demerger of Storage Undertaking/Division known as Distillers Trading Corporation (DTC) Division of KEL [Transferor Company] into Kesar Terminals and Infrastructure Limited (KTIL) [Resulting Company] and their respective Shareholders and Creditors U/S 391-394 of the Companies Act which was sanctioned by the Honble High Court, Bombay on 12th March 2010 and as per the Order, the Scheme of Demerger of Storage Undertaking /Division known as DTC Division of KEL into KTIL is effective from the "Appointed Date" i.e. 1st January, 2009. Accordingly, all the Assets and Liabilities of Storage Division of the Transferor Company stands transferred to and vested in the Company with Effect from the appointed date at Book Value into the Company as per the Scheme.

b) Pursuant to the Scheme of Demerger, in consideration of the transfer of the Storage Undertaking into the Company, 47,53,11 3 Equity Shares of Rs. 10/- each, fully paid up are issued and allotted by the Company to the shareholders of KEL in the ratio of 10:7 i.e. for every 10 shares in KEL , 7 shares in KTIL.

c) As per the sanctioned Scheme, against the Net Assets of the Storage Division as on 1st January, 2009 amounting to Rs.1 5,00,52,1 73/- (i.e. gross assets of Rs. 31,40,71,445/- as reduced by liabilities amounting to Rs.1 6,40,1 9,272/- ) Rs.4,75,31,1 30/- is credited to Equity Share Capital Suspense Account and the balance amount of Rs.10,25,21,043/- is transferred to General Reserve of the Company.

d) Subsequent to the balance sheet date of the Company as on 1st June, 2010 the Company has issued and allotted 47,53,113 shares to the eligible shareholders of KEL under the Scheme of Demerger.

e) In view of the above, figures in respect of the current financial year are not comparable with those of the previous year, since the current year figures include the operations of the Storage Division for 1 2 months i.e from April 2009 to March, 2010.

3. Capital Commitments

Estimated amounts of contracts remaining to be executed on capital account and not provided for Rs.1 5,60,958 (Previous Year Rs. NIL).

4. Employee Benefit

Defined Benefit Plan (Gratuity Fund)

In accordance with Accounting Standard (AS 1 5) (Revised 2005), actuarial valuation was performed by independent actuaries in respect of the aforesaid defined benefit plan.

Gratuity Fund is managed by Life Insurance Corporation of India (LIC), However, transfer of funds from KEL Gratuity Trust to KTIL Gratuity Trust pertaining to the employees of the company is in process.

5. Segment Reporting :- The company is mainly engaged in Storage Business at Kandla and there are no separate reportable segments as required in accordance with AS 17.

6. The Company has accounted for Deferred Tax in accordance with Accounting Standard 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India. Net Deferred Tax Liability for the

7. Term Loan from Allahabad Bank for storage expansion is secured by way of first charge on all Fixed Assets and Current Assets both present & future of Storage & Handling Division at Kandla as per the security documents executed by Kesar Enterprises Ltd. However, as per the Court Order, necessary steps will be taken to create the said charge in the name of the Company.

8. Pursuant to Scheme of De-merger as stated above, Deposit with Government & other Authorities and Leasehold lands presently in the name of Kesar Enterprises Ltd., are in the process of transfer in the name of the Company.

9. Related party disclosures under Accounting Standard 18: Name Relation

Kesar Enterprises Limited Enterprise over which Key Management Personnel are able to exercise significant influence.

Mr. H.R. Kilachand Chairman

Mrs. M.H.Kilachand Promoter Director

Indian Commercial Co. Pvt. Ltd. Enterprise over which Key Management Personnel are able to exercise significant influence

11. Based on the information available with the Company regarding the status of the suppliers as defined under the Micro Small and Medium Enterprise Development Act 2006 (the MSMED), no suppliers are outstanding for more than 45 days as per the terms & conditions of the order.

12. Quantitative details are not applicable as the company is not a manufacturing unit.

13. Figures of Storage undertaking for the period April 09 to June 09 (3 months) is already accounted in Kesar Enterprises Limited for the year ended 30th June 2009. As per the Scheme of Demerger as approved by Honourable High Court of Mumbai the Income and Expenses of Storage Division for the said period has been transferred from KEL and accounted in the Profit and Loss account of the Company for the year ended 31st March 2010.The net profit is Rs. 1,74,43,635/- for the said period of 3 months.

14. The common corporate expenses incurred at Corporate Head Office at Mumbai for the year have been allocated in the ratio of 70:30 between KEL and the company. The amount allocated to the company is Rs. 1,78,42,757.

15. Unsecured Loans, Sundry Debtors. Loans and Advances and Sundry Creditors are subject to confirmation and reconciliations, if any.

16. Debtors outstanding for a period exceeding six months amounting to Rs. 70,97,564/- are fully recoverable as perceived by the management and hence no provisions are made.

17. The Depreciation on Assets constructed at Lease hold land of Kandla Port Trust (KPT) has been charged as per the rates prescribed Schedule XIV as the management expects that the lease will be renewed by the KPT based on past practice.

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Mar 31, 2009

1. This being the first accounting year of the company, the accounts are prepared for the period from 21s1 January 2008 (Date of Incorporation) to 31-3-2009.

2. The Scheme of Arrangement for Demerger of Storage Undertaking known as Distillers Trading Corporation (DTC) Division Between Kesar Enterprises Limited - Transferor Company and Kesar Terminals and Infrastructure Limited- Resulting Company with effect from the "Appointed Date" of 1st January, 2009 is awaiting the Companys members approval under section 391 to 394 of the Companies Act, 1956 and subsequently the approval of the Honble High Court of Bombay & thus the Arrangement though effective from the "Appointed Date" i.e. 1st January, 2009 shall be operative from "Effective Date", i.e. last of the dates on which the sanctions / approvals or order as specified in the Scheme of Arrangement for Demerger are obtained and / or filed. Once the approval of the High Court is received & other legal formalities are completed, the Arrangement will be effective & all the assets, liabilities and reserves of the Storage Undertaking of Kesar Enterprises Limited (KEL) as a going concern to Kesar Terminals & Infrastructure Limited (KTIL). Pending approvals & sanction of the Scheme from the Honble High Court of Bombay, the Companys accounts have been prepared independently without giving effect of the Demerger of the Storage Undertaking. The effect of the above Arrangement will be given in the Annual Accounts of the Company, in the financial year in which all the sanctions / approvals or orders as specified in the Scheme of Arrangement for Demerger are obtained and / or filed.

3. Managerial Remuneration Managerial Remuneration is Rs. NIL:

4. Related party disclosures under Accounting Standard -18

Names of related parties and nature of related party relationships:

1. Holding Companies : Kesar Enterprises Limited (w e f 21st January 2008)

b. Associates : N.A.

c. Key Management Personnel and relatives of such personnel:

Mr. H R Kilachand Director

Mrs. M.H. Kilachand Director

Relatives of Key Management Personnel

Mr. Rohan H. Kilachand Son

Ms. Rohita H. Kilachand Daughter

d. Enterprises over which Key Management Personnel and their relatives are able to exercise significant influence:

Kesar Corporation Pvt. Ltd.

Kilachand Devchand & Co. Pvt. Ltd.

Indian Commercial Co. Pvt. Ltd.

India Carat Pvt. Ltd.

Kilachand Devchand Commercial Pvt. Ltd.

Duracell Investments & Finance Pvt. Ltd.

Seel Investments Pvt. Ltd.

Skyline Chem-Trade Pvt. Ltd.