Kesar Enterprises Ltd. - AGM Information 2025

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29[th] July, 2025

BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

Scrip Code : 507180

Dear Sir,

Sub : Notice of Annual General Meeting

Please find enclosed herewith Notice dated 24.07.2025 of the 90[th] Annual General Meeting ('AGM') of the Members of the Company which is scheduled to be held through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) on Friday, August 22, 2025 at 03:00 p.m., in compliance with all the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with General Circulars Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by “COVID-19”, General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and all subsequent circulars issued in this regard, the latest being No.09/2024 dated September 19, 2024 in relation to “Clarification on holding of Annual General Meeting (“AGM”) through Video Conferencing (VC) or Other Audio Visual Means (OAVM)”, (collectively referred to as “Relevant Circulars”) , to transact the business set out in the Notice calling the AGM dated 24[th] July,2025. Members will be able to attend the AGM through VC / OAVM only at https://instameet.in.mpms.mufg.com .Members participating through the VC / OAVM facility shall be reckoned for the purpose of quorum under Section 103 of the Companies Act, 2013.

In compliance with the relevant circulars, the Notice of the AGM and the financial statements for the financial year 2024-25, along with Board's Report, Auditors’ Report and other documents required to be attached thereto, have been sent today i.e. on 29.07.2025 , to all the Members of the Company whose email addresses are registered with the Company / Depository Participant(s). The aforesaid documents are also available on the Company's website i.e. http://www.kesarindia.com and on the website of the Stock Exchange, i.e., BSE Limited i.e. www.bseindia.com and on the website of MUFG Intime India Private Limited i.e. https://instavote.linkintime.co.in .

In terms of Regulation 36 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter providing the web-link, including the exact path, where the Annual Report 2024-25 is available, has been sent today i.e. on 29.07.2025, to those shareholders who have not registered their email addresses.

Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing to its Members, facility to cast their vote through remote e-voting, on any or all of items/ resolutions set forth in the Notice of AGM. Further, the facility for voting through electronic voting system will also be made available during the AGM and members attending the AGM who have not cast their vote(s) by remote e-voting will be able to vote during the AGM through e-voting system. MUFG Intime India Private Limited has been engaged by the Company to provide e-voting facility. The Instructions for remote e-voting and e-voting facility during the AGM are outlined in the Notice of AGM.

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Members, who have exercised their right to vote through remote e-voting, may attend the AGM, but shall not be entitled to cast their vote again through e-voting facility during the AGM. Members of the Company holding shares in physical or dematerialised form, as the case may be, as on the Cut-off date i.e. Friday, August 15, 2025 ('Cut-off date') only shall be entitled to avail the facility to cast their vote(s) by way of remote e-voting or e-voting facility during the AGM. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only. The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date.

The remote e-voting facility will be available during the period as given below:

Commencement of remote e-voting Tuesday, August 19, 2025 (9.00 a.m. IST) End of remote e-voting Thursday, August 21, 2025 (5.00 p.m. IST)

The remote e-voting will not be allowed beyond the aforesaid period and time and the remote e-voting module will be disabled by MUFG Intime India Private Limited for voting thereafter.

This is for your information and records.

Thanking you,

Yours faithfully,

For Kesar Enterprises Limited

Gaurav Digitally signed by Gaurav Sharma Sharma Date: 2025.07.29 18:11:38 +05'30'

Gaurav Sharma Company Secretary & Vice President (Legal & HR)

Encl: As above

Annual Report 2024-2025

NOTICE OF 90TH ANNUAL GENERAL MEETING

NOTICE is hereby given that 90th Annual General Meeting of the Members of KESAR ENTERPRISES LIMITED will be held on Friday, 22[nd] August, 2025 at 3.00 p.m. through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) to transact the following business:

ORDINARY BUSINESS:

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2025 and Statement of Profit & Loss for the period ended on that date together with the Reports of Board of Directors and Auditors thereon.
To appoint a Director in place of Shri Devendra J Shah (DIN: 03095028), who retires by rotation and being eligible, offers himself for re-appointment.

3. Appointment of M/s. Chandabhoy & Jassoobhoy as Statutory Auditors

To consider and, if thought fit, to pass the following resolutions as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, [including any statutory modifications or re-enactment(s) thereof for the time being in force], and on the recommendation of the Audit Committee and the Board of Directors of the Company, M/s. Chandabhoy & Jassoobhoy, Chartered Accountants [Firm Registration No. 101647W], be and are hereby appointed as Statutory Auditors of the Company to hold office for a first term of five (5) consecutive years, from the conclusion of this 90[th] Annual General Meeting (“AGM”) till the conclusion of the 95th AGM of the Company to be held in the calendar year 2030, at a fee of Rs.17,00,000/- (Rupees Seventeen Lakhs Only) per annum, excluding statutory levies and out-of-pocket expenses, if any.”

“RESOLVED FURTHER THAT any one of the Directors and Shri Gaurav Sharma, Company Secretary & Vice President (Legal & HR) be and are hereby severally authorized to do such acts and take all such steps as may be required or necessary, proper or expedient to give effect to the above resolution.”

SPECIAL BUSINESS:

4. Appointment of M/s. Dhrumil M. Shah & Co. LLP as Secretarial Auditors

To consider and, if thought fit, to pass the following resolutions as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other applicable provisions, if any, of the Companies Act 2013, Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable laws / statutory provisions / circulars, if any [including any statutory modifications or re-enactment(s) thereof for the time being in force] and on the recommendations of the Audit Committee and of the Board of Directors, M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries [Firm Registration No. L2023MH013400] be and are hereby appointed as Secretarial Auditors of the Company to hold office for a first term of five (5) consecutive years, from the conclusion of this 90[th] Annual General Meeting (“AGM”) till the conclusion of the 95[th] AGM of the Company to be held in the calendar year 2030, to conduct Secretarial Audit of the Company for the period beginning from the Financial Year 2025-26 through the Financial Year 2029-30, at a fee of Rs. 1,20,000/- (Rupees One Lakh Twenty Thousand Only) per annum excluding statutory levies and out-of-pocket expenses, if any.”

5. Ratification of Remuneration payable to Cost Auditor for Financial Year 2025-26

To consider and, if thought fit, to pass the following resolutions as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and all other applicable provisions of the Companies Act, 2013 [including any statutory modifications or re-enactment(s) thereof for the time being in force] and as recommended by the Audit Committee and approved by the Board of Directors, the payment of remuneration of Rs. 1,35,000/- (Rupees One Lakh

Thirty Five Thousand Only) excluding statutory levies and out of pocket expenses, if any, to Shri Rishi Mohan Bansal, Cost Accountant, Kanpur (Registration No. 000022), to conduct the audit of the Cost Records of the Company relating to Sugar, Industrial Alcohol and Electricity divisions for the year ending 31st March, 2026, be and is hereby ratified.”

6. Re-appointment of Dr. Narendra Mairpady (DIN: 00536905) as an Independent Director

To consider and, if thought fit, to pass the following resolutions as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, and the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any statutory modification or re-enactment(s) thereof, for the time being in force] and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including sub-regulation (1A) of Regulation 17 and as recommended by the Nomination & Remuneration Committee and the Board of Directors, Dr. Narendra Mairpady (DIN: 00536905) aged 71 years, whose appointment as an Independent Director for the 1st term of 5 (five) consecutive years with effect from 13.11.2020 was approved by the Shareholders at the 86th Annual General Meeting held on 26.08.2021 and whose 1st term as Independent Director expires on 12.11.2025 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing him as candidate for the office of Director, be and is hereby re-appointed as an Independent Director of the Company to hold office for the 2nd Term of 5 (five) consecutive years with effect from 13.11.2025 and that he will not be liable to retire by rotation.”

7. Re-appointment of Shri Harsh R Kilachand (DIN: 00294835) as a Whole-Time Director designated as “Chairman & Managing Director”

To consider and, if thought fit, to pass the following resolutions as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], approval of members be and is hereby accorded to the re-appointment of Shri Harsh R Kilachand (DIN: 00294835), as a Whole-Time Director designated as “Chairman & Managing Director” of the Company, entrusted with substantial powers of Management, for a period of 3 years with effect from 14.08.2025 on such terms and conditions as set out in the Explanatory Statement annexed to the Notice, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall include Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment as they may deem fit and that he shall not be liable to retire by rotation.”

8. Re-classification of the Authorised Share Capital of the Company

To consider, and if thought fit, to pass the following resolutions as an Ordinary Resolution :

“RESOLVED THAT pursuant to Section 61and all other applicable provisions, , if any, of the Companies Act, 2013 and the relevant Rules framed thereunder, read with applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any amendment(s), modification(s), variation(s) or re-enactment(s) thereof from time to time] and other applicable laws, rules and regulations for the time being in force, if any, and in accordance with the provisions of Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be required or necessary from the authorities or bodies concerned, the Authorised Share Capital of the Company be and is hereby reclassified from Rs. 22,00,00,000 (Rupees Twenty Two Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs Only) Equity Shares having face value of

Annual Report 2024-2025

Rs. 10.00/- (Rupees Ten Only) each aggregating to Rs. 12,00,00,000 (Rupees Twelve Crores Only) and 1,00,00,000 (One Crore Only) Preference Shares having face value of Rs. 10.00/- (Rupees Ten Only) each aggregating to Rs. 10,00,00,000 (Rupees Ten Crores Only) into Rs. 22,00,00,000 (Rupees Twenty Two Crores only) divided into 2,20,00,000 (Two Crore Twenty Lakhs only) Equity Shares having face value of Rs. 10/- (Rupees Ten only) each and new equity shares shall rank pari-passu with existing Equity Shares of the Company in all respects”

“RESOLVED FURTHER THAT the Board of Directors of the Company (which expression shall also include a Committee thereof) and Company Secretary of the Company be and are hereby severally authorized to fix the record date, if any and to take such steps and actions as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and / or incidental thereto, and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and further to do all such acts, deeds, matters and things, from time to time, as may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution and to delegate all or any of the powers herein vested in the Board, to any Director(s) or Company Secretary or Officer(s) of the Company as may be required or necessary to give effect to the above resolution.”

9. Sub-division (stock split) of every 1 (One) equity share of face value of Rs. 10.00/- (Rupees Ten Only) each into 10 (Ten) equity shares of the face value of Rs. 1/- (Rupee One Only) each

To consider, and if thought fit, to pass the following resolutions as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 61(1)(d), 64, and other applicable provisions, if any, of the Companies Act, 2013 and the relevant Rules framed thereunder, read with provisions of regulation 42(1)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any amendment(s), modification(s), variation(s) or re-enactment(s) thereof from time to time] and other applicable laws, rules and regulations for the time being in force, if any, and in accordance with the provisions of Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be necessary from the authorities or bodies concerned, consent of the members of the Company be and is hereby accorded for sub-division of Equity Shares of the Company such that 1 (One) Equity Share having face value of Rs. 10/- (Rupees Ten Only) each, is sub-divided into 10 (Ten) Equity Shares having face value of Rs. 1/- (Rupee One Only) each, with effect from the record date as may be fixed by the Board of Directors of the Company (which expression shall also include a Committee thereof) and shall rank pari passu in all respects and carry the same rights as the existing Equity Shares of Rs. 10/- (Rupees Ten Only) each of the Company.”

“RESOLVED FURTHER THAT upon sub-division of Equity Shares of the Company, all the Equity Shares of face value of Rs. 10/- (Rupees Ten only) each, fully paid up consisting in the issued, subscribed and paid-up Equity Share Capital existing on the Record Date, shall stand sub-divided into the Equity Shares of face value of Rs. 1/- (Rupee One only) each.”

“RESOLVED FURTHER THAT upon sub-division of the Equity Shares as aforesaid and with effect from the Record Date:

(a) the equity shares held in physical form, the existing share certificate(s) in relation to the existing equity shares of face value of Rs. 10/- (Rupees Ten Only) each, fully paid up, shall be deemed to have been cancelled and be of no effect and that the Board/Company’s Registrar and Share Transfer Agents (“RTA”), without requiring the Members to surrender their existing share certificate(s), shall issue new share certificate(s) or letter of confirmation(s) in lieu of existing share certificate(s) in compliance with the applicable laws/ guidelines /circulars in this regard; and
(b) the equity shares held in dematerialized form, the sub-divided equity shares shall be credited proportionately into the respective beneficiary demat account(s) of the Members held with their Depository Participant(s), in lieu of the existing credits representing the Equity Shares before sub-division present in their respective beneficiary demat account(s).”

“RESOLVED FURTHER THAT the Board of Directors of the Company (which expression shall also include a Committee thereof) and Company Secretary of the Company be and are hereby severally authorized to fix the record date and to take such steps and actions as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and / or incidental thereto, and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and further to do all such acts, deeds, matters and things, from time to time, as may be necessary, proper, expedient or incidental for the purpose of giving effect to this

Resolution and to delegate all or any of the powers herein vested in the Board, to any Director(s) or Company Secretary or Officer(s) of the Company as may be required or necessary to give effect to the above resolution.”

10. Increase in the Authorised Share Capital of the Company

To consider, and if thought fit, to pass the following resolutions as an Ordinary Resolution :

“RESOLVED THAT pursuant to Sections 61(1)(a), 64 and all other applicable provisions, if any, of the Companies Act, 2013 and the relevant Rules framed thereunder, [including any amendment(s), modification(s), variation(s) or reenactment(s) thereof from time to time] and other applicable laws, rules and regulations for the time being in force, if any, and in accordance with the provisions of the Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be necessary from the authorities or bodies concerned, consent of the members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from Rs. 22,00,00,000/- (Rupees Twenty Two Crores Only) divided into 22,00,00,000 (Twenty Two Crores Only) Equity Shares of Rs.1/- (Rupees One Only) each to Rs. 28,00,00,000/- (Rupees Twenty Eight Crores Only) divided into 28,00,00,000 (Twenty Eight Crores Only) Equity Shares of Rs. 1/- (Rupee One Only) each and new equity shares shall rank pari-passu with existing Equity Shares of the Company in all respects”

“RESOLVED FURTHER THAT the Board of Directors of the Company (which expression shall also include a Committee thereof) and Company Secretary of the Company be and are hereby severally authorized for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and / or incidental thereto, and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and further to do all such acts, deeds, matters and things, from time to time, as may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution and to delegate all or any of the powers herein vested in the Board, to any Director(s) or Company Secretary or Officer(s) of the Company as may be required or necessary to give effect to the above resolution.”

11. Alteration of the Capital Clause of the Memorandum of Association of the Company

To consider, and if thought fit, to pass the following resolutions as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and 64 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder [including any amendment(s), modification(s), variation(s) or reenactment(s) thereof from time to time], the existing Clause V of the Memorandum of Association of the Company be and is hereby amended by substituting with the following new Clause V:

“V. The Authorised Share Capital of the Company is Rs. 28,00,00,000/- (Rupees Twenty Eight Crores Only) divided into 28,00,00,000 Equity Shares of Rs. 1/- each.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (which expression shall also include a Committee thereof) and Company Secretary of the Company be and are hereby severally authorized to take all such steps and actions for the purposes of making all such filings and registrations as may be required in relation to the aforesaid amendment of the Memorandum of Association and for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and / or incidental thereto, and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and further to do all such acts, deeds, matters and things, from time to time, as may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution and to delegate all or any of the powers herein vested in the Board, to any Director(s) or Company Secretary or Officer(s) of the Company as may be required or necessary to give effect to the above resolution.”

By Order of the Board of Directors

Registered Office: Oriental House, 7 Jamshedji Tata Road, Churchgate, Mumbai 400 020

Gaurav Sharma Company Secretary & Vice President (Legal & HR) Membership No. ACS 19509

24[th] July, 2025

Annual Report 2024-2025

Notes

The Ministry of Corporate Affairs (“MCA”) has vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by “COVID-19”, General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and subsequent circulars issued in this regard, the latest being General Circular No. 09/2024 on September 19, 2024 in relation to “Clarification on holding of Annual General Meeting (“AGM”) through Video Conferencing (VC) or Other Audio Visual Means (OAVM)”, ( collectively referred to as “MCA Circulars”) permitted the holding of the AGM through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the Annual General Meeting of the Company is being held through VC /OAVM. The registered office of the Company shall be deemed to be the venue for the AGM.
In accordance with the aforesaid MCA Circulars and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by Securities Exchange Board of India (collectively referred to as “SEBI Circulars”) , the Notice of the AGM along with Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Company’s website www.kesarindia.com , website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of MUFG Intime India Private Limited (Agency appointed by the Company for the purpose of remote e-voting, e-voting at AGM and VC/OAVM facility for AGM) i.e https://instavote.linkintime.co.in A member, who wishes to obtain hard copy of the Annual Report, may send a request in this regard, to the Company at [email protected] or to the Company’s Registrar and Transfer Agent at [email protected]

In terms of Regulation 36 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter providing the web-link, including the exact path, where the Annual Report 2024-25 is available, is being sent to those shareholders who have not registered their email addresses.

An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to Item Nos. 2 & 3 and Special Business to be transacted at AGM is annexed to this Notice as Annexure ‘A’.
Relevant details, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment / re-appointment at this AGM, are also annexed to this Notice as Annexure ‘B’.

5. Pursuant to the provisions of the Companies Act, 2013, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this AGM and hence, the Proxy Form, Attendance Slip and route map of AGM are not annexed to this Notice.

Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.:
(a) For shares held in dematerialized form : to their Depository Participants (DPs);
(b) For shares held in physical form: to the Company/Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024 and other related SEBI Circulars.
As per the provisions of Section 72 of the Companies Act, 2013, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can

be downloaded from the Company’s website i.e. https://kesarindia.com/ . Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to Registrar and Transfer Agent in case the shares are held in physical form.

Regulation 40(1) of SEBI Listing Regulations as amended from time to time including amendment made vide notification dated January 24, 2022, has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of this requirement and also in order to eliminate risks associated with holding shares in physical form, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or Company’s Registrar and Transfer Agent, for assistance in this regard.
SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 read with SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024, has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; subdivision/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website i.e. https://www.kesarindia.com/ and also on the website of Registrar and Transfer Agent i.e. www.in.mpms.mufg.com . Members may note that any such service request can be processed only after the folio is KYC Compliant.
The Unclaimed Dividend up to the Financial Year 2010-11 has been transferred to the Investor Education and Protection Fund set up by the Central Government pursuant to Section 125 of the Companies Act, 2013. The Company has not declared any dividend after the Financial Year 2010-11.
In case of joint holders, only such joint holder whose name appears as the first holder in the order of names as per the Register of Members will be entitled to vote at AGM.
SEBI has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Post exhausting the option to resolve their grievances with the RTA / Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal ( https://smartodr.in/login ).
Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
Any person, whose name appears in the Register of Member/ list of Beneficial Owners as on Cut-off date specified in this Notice, shall be entitled to vote by way of voting through remote e-voting or e-voting system at AGM on the items/ Resolutions set forth in this Notice. Process for e-voting is provided in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

The members, who have cast their vote(s) by remote e-voting, may also attend the AGM but shall not be entitled to cast their vote again during the AGM.

The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date.

Any person including non-individual shareholders holding shares in physical form, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice of AGM and holding shares as of the Cut-off date, may obtain the login ID and password by following the instructions provided under Note No. 20.
Shri Dhrumil M. Shah (FCS No. 8021) from M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, has been appointed by the Board of Directors as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.
The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, within two working days of conclusion of the

Annual Report 2024-2025

AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same. The results shall be announced/declared within the time specified under the applicable laws.

The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.kesarindia.com and on the website of MUFG Intime India Private Limited i.e. https://instavote.linkintime.co.in immediately. The Company shall simultaneously forward the results to BSE Limited, where the shares of the Company are listed.
Members seeking any information/desirous of asking any questions at the AGM with regard to the accounts or any matter to be placed at this AGM may send email to the Company at [email protected] at least 7 working days before the Meeting. The same will be replied by the Company suitably.

20. INSTRUCTIONS FOR E-VOTING AND ATTENDING THE AGM THROUGH VC/OAVM

Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the provisions of Regulation 44 of the SEBI Listing Regulations and in terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, Members are provided with the facility to cast their vote on all items/resolutions set forth in this Notice, through remote e-voting (i.e. facility of casting votes by using an electronic voting system from a place other than the venue of AGM) or e-voting during the AGM, at MUFG Intime India Private Limited’s e-voting platform. Members are provided with facility to attend the AGM through VC/OAVM facility provided by MUFG Intime India Private Limited .

The remote e-voting period will begin on Tuesday, 19[th] August 2025 (09.00 a.m. IST) and end on Thursday, 21[st] August, 2025 (05.00 p.m. IST). During this period, the Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on Friday, 15[th] August, 2025 (the cut-off date), may cast their vote electronically. The Voting module shall be disabled by MUFG Intime India Private Limited for voting thereafter. Those Members who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting facility during the AGM.

Detailed Instructions for casting votes through e-voting system and attending the AGM through VC/OAVM are as follows:

I. REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:

As per SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020, individual shareholders holding securities in dematerialized mode can register directly with the depository or will have the option of accessing various e-voting service providers’ (ESPs) portals directly from their demat accounts.

A. Login method for Individual Shareholders holding securities in Dematerialized Mode:

1. Individual Shareholders holding securities in dematerialized mode with NSDL:

  - **METHOD 1 - NSDL IDeAS facility**

Shareholders registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section” .
b) Enter user id and password. Post successful authentication, click on “Access to e-voting” .
c) Click on “ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
c) Enter the last 4 digits of your bank account / generate ‘OTP’
d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).

METHOD 2 - By directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting” under e-voting services.
e) Click on “ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 3 - NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

2. Individual Shareholders holding securities in dematerialized mode with CDSL:

METHOD 1 – From Easi/Easiest

Shareholders registered for Easi / Easiest

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & Click on New System Myeasi tab.
b) Enter existing existing username, password and Click on “Login”
c) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., “ MUFG InTime” , for voting during the remote e-voting period.
d) Click on “ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders not registered for Easi/Easiest

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration/ or https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields for registration.
c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).

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METHOD 2 - By directly visiting the e-voting website of CDSL

a) Visit URL: https://www.cdslindia.com/
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account.
e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

3. Individual Shareholders (holding securities in demat mode) login through their depository participants:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility:

a) Login to DP website
b) After Successful login, members shall navigate through “e-voting” option.
c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository website after successful authentication, wherein you can see e-voting feature.
d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote -voting period.
B. Login method for Individual shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting, may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
b) Enter details as under:
User ID: Enter User ID
Password: Enter existing Password
Enter Image Verification (CAPTCHA) Code
Click “Submit”.

(Home page of e-voting will open. Follow the process given under “Steps to cast vote for Resolutions”)

Shareholders not registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
User ID: Enter User ID

PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)
Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

Shareholders holding shares in NSDL form, shall provide ‘4’ above. Shareholders holding shares in physical form but have not recorded ‘3’ and ‘4’, shall provide their Folio number in ‘4’ above

Set the password of your choice.

(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

Enter Image Verification (CAPTCHA) Code.
Click “Submit” (You have now registered on InstaVote).
Post successful registration, click on “Login” under ‘ SHARE HOLDER’ tab & follow steps given above in points (a-b).

STEP 2: STEPS TO CAST VOTE FOR RESOLUTIONS THROUGH InstaVote

A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting” .
B. Select ‘View’ icon. E-voting page will appear.
C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’ .
E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’ , else to change your vote, click on ‘No’ and accordingly modify your vote.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected]
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID. (You are now registered on InstaVote)

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STEP 2 – Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
a. ‘Investor ID’ -
- i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
- ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
b. ‘Investor’s Name - Enter full name of the entity as updated with DP.
c. ‘Investor PAN’ - Enter your 10-digit PAN.
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID.
Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”. and investor will be mapped now. he same can be viewed under the “Report Section” .

STEP 3 – Steps to cast vote for resolutions through InstaVote

The corporate shareholder can vote by the following two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on ‘ Votes Entry ’ tab under the Menu section.
c) Enter Event No. for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “Ongoing Events”.
d) Enter ‘ 16-digit Demat Account No ’.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘ View Resolution’ file link).
f) After selecting the desired option i.e., Favour / Against, click on ‘ Submit ’.
g) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’ , else to change your vote, click on ‘No’ and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

METHOD 2 -VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) After successful login, you will see “Notification for e-voting”.
c) Select ‘View’ icon for ‘Company’s Name / Event number’ . E-voting page will appear.
d) Download sample vote file from ‘Download Sample Vote File’ option.

e) Cast your vote by selecting your desired option ‘Favour / Against’ in excel and upload the same under ‘Upload Vote File’ option.
f) Click on ‘ Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in dematerialized mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL in the following manner:

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending arequest at [email protected] or contact at toll free no. 1800 22 55 33

Individual Shareholders holding securities in Physical mode / Non-Individual Shareholders holding securities in

demat mode have forgotten the password:

If an Individual Shareholder holding securities in Physical mode / Non-Individual Shareholder holding securities in demat mode, has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “ Forgot Password ” option available on https://instavote.linkintime.co.in .

Click on ‘Login’ under ‘ SHARE HOLDER’ tab and further Click ‘forgot password?’
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “ SUBMIT ”.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in .

Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
Click “forgot password?”
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case shareholder is having valid email address, Password will be sent to his / her registered e-mail address. Shareholder can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

Individual Shareholders who are unable to retrieve User ID/ Password or both are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

General Instructions - Shareholders

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Annual Report 2024-2025

For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

II. PROCESS AND MANNER FOR ATTENDING THE ANNUAL GENERAL MEETING THROUGH INSTAMEET & VOTING DURING THE MEETING:

Instructions for Attending Meeting through InstaMeet:

Visit URL: https://instameet.in.mpms.mufg.com & click on “Login” .
Select the “Company Name” and register with your following details:
Select Check Box - Demat Account No. / Folio No. / PAN
Shareholders holding shares in NSDL/ CDSL demat account shall select check box - Demat Account No. and enter the 16-digit demat account number.
Shareholders holding shares in physical form shall select check box – Folio No. and enter the Folio Number registered with the company.
Shareholders shall select check box – PAN and enter 10-digit Permanent Account Number (PAN). Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided by MUFG Intime, if applicable.
Mobile No: Mobile No. as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.
Email ID: Email Id as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.
Click “ Go to Meeting ”

You are now registered for InstaMeet and your attendance is marked for the meeting.

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:

Shareholders who would like to speak during the meeting must register themselves as Speakers by sending the request from their registered email id to [email protected] on or before Saturday, August 16, 2025. Only those Members who have registered themselves as speakers will be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.
Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.
A shareholder who has not registered as ‘Speaker Shareholder’ may ask questions to the panelist, via active chat-board during the meeting.

Shareholders are requested to speak only when moderator of the meeting / management will announce the name and serial number for speaking.

Instructions for Shareholders/ Members to Vote during the Annual General Meeting through InstaMeet: Once the electronic voting is activated during the meeting, shareholders / members who have not exercised their vote through the remote e-voting, can cast the vote as under:

On the Shareholders VC page, click on the link for e-Voting “ Cast your vote”
Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on ‘Submit’.
After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against’.
After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [email protected] or contact on: - Tel: 022- 49186000 / 49186175.

Annual Report 2024-2025

ANNEXURE ‘A’

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 and additional information as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and Circulars issued thereunder

Item No. 2 – Appointment of Shri Devendra J Shah (DIN: 03095028) as Director, who retires by rotation at this 90[th ] Annual General Meeting (AGM)

Pursuant to Section 152 of the Companies Act, 2013, Shri Devendra J Shah, Non-Executive Non-Independent Director, shall retire by rotation at this AGM and he being eligible, has offered himself for re-appointment.

Details of Shri Devendra J Shah required in terms of Regulation 36 (3) of the SEBI Listing Regulations and Secretarial Standard 2 issued by Institute of Company Secretaries of India, are provided in Annexure ‘B’ to this Notice.

Shri Devendra J Shah is interested in the resolution set out at Item No. 2 of the Notice with regard to his appointment. The relatives of Shri Shah may be deemed to be interested in the resolution set out at Item No. 2 of the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board recommends the Ordinary Resolution set out at Item No.2 of the Notice for approval by members.

Item No. 3 – Appointment of M/s. Chandabhoy & Jassoobhoy as Statutory Auditors

M/s. V.C. Shah & Co., Chartered Accountants were appointed as Statutory Auditors of the Company, to hold office for a term of five (5) consecutive years, from the conclusion of 85[th] Annual General Meeting (“AGM”) held on 11.09.2020 till the conclusion of the 90[th] AGM of the Company and therefore, they will complete the term of five (5) years at this 90[th] Annual General Meeting.

The Audit Committee considered a proposal of the appointment of Statutory Auditors at its meeting held on 15.05.2025 and recommended to the Board of Directors, adoption of a policy of rotation of Statutory Auditors as a good corporate governance practice and therefore, recommended appointment of M/s. Chandabhoy & Jassoobhoy, Chartered Accountants as Statutory Auditors for a term of five (5) years at this 90[th] Annual General Meeting. Based on the recommendation of the Audit Committee, the Board of Directors have approved and recommended to the Shareholders, the appointment of M/s. Chandabhoy & Jassoobhoy, Chartered Accountants as Statutory Auditors to hold the office for a term of five (5) years at a fee of Rs. 17,00,000/- (Rupees Seventeen Lakhs Only) per annum (excluding statutory levies and out-of-pocket expenses, if any).

M/s. Chandabhoy & Jassoobhoy have been Internal Auditors of the Company for the past many years and in view of their proposed appointment as Statutory Auditors, they have not been appointed as Internal Auditors from F.Y. 2025-26 onwards. The Company has received from them, a written consent to act as Statutory Auditors (if appointed at AGM) and also a Certificate u/s 139 (1) of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors), Rules, 2014 also confirming that they satisfy the criteria provided u/s 141 of the said Act.

Relevant Details including disclosures required in terms of Regulation 36 (5) of SEBI Listing Regulations are as follows:

Brief profile / Credentials of M/s. Chandabhoy & M/s. Chandabhoy & Jassoobhoy is amongst the earliest firms Jassoobhoy (Proposed Statutory Auditors) of accountants and was established in India in 1908 at a time when the profession of auditing was in its infancy in the country. KR Chandabhoy & HD Jassoobhoy were the founder partners of the firm. The firm is a peer reviewed firm. The Firm provides services in the fields of Audit, Company Law, Direct taxes, Indirect Taxes etc. The firm is also empaneled with the Reserve Bank of India and Comptroller and Auditor General (C&AG).

Proposed fees payable to the proposed statutory auditors along with terms of appointment	Fees proposed to be paid to M/s. Chandabhoy & Jassoobhoy is Rs.17,00,000/- (Rupees Seventeen Lakhs Only) per annum (excluding statutory levies and out-of-pocket expenses, if any). M/s. Chandabhoy & Jassoobhoy, Chartered Accountants are proposed to be appointed as Statutory Auditors for a term of five (5) consecutive years at this 90thAnnual General Meeting, to hold office from the conclusion of this 90th Annual General Meeting (“AGM”) till the conclusion of the 95th AGM of the Company to be held in the calendar year 2030. The said appointment is in accordance with applicable provisions of the Companies Act, 2013 including rules made thereunder and any other applicable law.
In case of new auditors, any material change in the fee payable to such auditors from that paid to the outgoing auditors along with the rationale for such change	There is no change in the fee proposed to be payable to the proposed new auditors from that payable to the outgoing auditors i.e. M/s. V.C. Shah & Co. for F.Y 2024-25
Basis of recommendation for appointment	The Board of Directors have recommended the appointment of M/s. Chandabhoy & Jassoobhoy, Chartered Accountants as new Statutory Auditors, so as to adopt a policy of rotation of Statutory Auditors as good corporate governance practice.

Proposed fees payable to the proposed statutory auditors
along with terms of appointment

Fees proposed to be paid to M/s. Chandabhoy & Jassoobhoy
is Rs.17,00,000/- (Rupees Seventeen Lakhs Only) per annum
(excluding statutory levies and out-of-pocket expenses, if
any).
M/s. Chandabhoy & Jassoobhoy, Chartered Accountants are
proposed to be appointed as Statutory Auditors for a term
of five (5) consecutive years at this 90thAnnual General
Meeting, to hold office from the conclusion of this 90th
Annual General Meeting (“AGM”) till the conclusion of the
95th AGM of the Company to be held in the calendar year
2030. The said appointment is in accordance with applicable
provisions of the Companies Act, 2013 including rules made
thereunder and any other applicable law.

In case of new auditors, any material change in the fee
payable to such auditors from that paid to the outgoing
auditors along with the rationale for such change

There is no change in the fee proposed to be payable to the
proposed new auditors from that payable to the outgoing
auditors i.e. M/s. V.C. Shah & Co. for F.Y 2024-25

Basis of recommendation for appointment

The Board of Directors have recommended the appointment
of M/s. Chandabhoy & Jassoobhoy, Chartered Accountants
as new Statutory Auditors, so as to adopt a policy of rotation
of Statutory Auditors as good corporate governance practice.

None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the Ordinary Resolution set out at Item No.3 of the Notice for approval by members.

Item No. 4 – Appointment of M/s. Dhrumil M. Shah & Co. LLP as Secretarial Auditors

In terms of Regulation 24A of the SEBI Listing Regulations and the applicable provisions of the Companies Act, 2013, each as amended, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing from FY 2025-26, to conduct the Secretarial Audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations read with applicable SEBI Circulars. The said Regulation 24A provides that the appointment of Secretarial Auditors is to be made by the Shareholders at Annual General Meeting, on the basis of the recommendation of Board of Directors.

For the identification of Secretarial Auditors, the Management had initiated the process and had detailed interactions with certain eligible audit firms and assessed them against a defined eligibility and evaluation criteria, which included background of the firm, their experience in handling secretarial audit, competence of the leadership and the audit team in conducting secretarial audit, ability of the firm to understand the business of the Company etc.

As a part of the assessment, the Management also considered the eligibility of M/s. Dhrumil M. Shah & Co. LLP, who have been Secretarial Auditors of the Company since F.Y. 2023-24. The Management evaluated the background, expertise and past performance of M/s. Dhrumil M. Shah & Co. LLP as the Secretarial Auditors of the Company. The Management presented the outcome of the assessment to the Audit Committee of the Board. The Audit Committee considered the findings of the Management and recommended to the Board, the appointment of M/s Dhrumil M Shah & Co., LLP, as Secretarial Auditors of the Company for a period of five years commencing from the conclusion of ensuing 90th Annual General Meeting of the Company, for conducting secretarial audit of the Company for the period beginning from F.Y. 2025-26 through F.Y. 2029-30. Based on the recommendation of the Audit Committee, the Board of Directors have recommended the appointment of M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries as the Company’s Secretarial Auditors for the first term of five (5) years.

The Company has received consent from M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries (along with peer review certificate) to act as Secretarial Auditors of the Company. They have also confirmed that they fulfil the eligibility criteria both under the Companies Act, 2013 and the SEBI Listing Regulations for being appointed as Secretarial Auditors and that they are not disqualified from being appointed as secretarial auditors in terms of SEBI Circular no. SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated 31.12.2024.

Annual Report 2024-2025

Relevant Details including disclosures required in terms of Regulation 36 (5) of SEBI Listing Regulations are as follows:

follows:
Brief profile / Credentials of M/s. Dhrumil M. Shah & Co. LLP	M/s. Dhrumil M. Shah & Co. LLP is a peer reviewed Practising Company Secretaries firm, established by Mr. Dhrumil Shah, who is a Fellow Member of ICSI and Law Graduate, having total experience of more than 15 years. The firm practices in the fields of Company Law, SEBI regulations, FEMA etc. and is secretarial auditors of many companies includinglisted companies.
Proposed fees payable to the proposed secretarial auditors along with terms of appointment	The fee proposed to be paid to M/s. Dhrumil M. Shah & Co. LLP is Rs. 1,20,000/- (Rupees One Lakh Twenty Thousand Only) per annum (excluding statutory levies and out-of- pocket expenses, if any). M/s. Dhrumil M. Shah & Co. LLP are proposed to be appointed as Secretarial Auditors for a term of five (5) consecutive years commencing from the conclusion of ensuing 90th Annual General Meeting (‘AGM’) of the Company till the conclusion ofthe 95thAGM of the Company to be held in the calendar year 2030, for conducting secretarial audit of the Company for the period beginning from F.Y. 2025-26 through F.Y. 2029- 30. The said appointment is in accordance with applicable provisions of the Companies Act, 2013 including rules made thereunder, of the SEBI Listing Regulations and the applicable circulars issued bySEBI.
In case of new auditors, any material change in the fee payable to such auditors from that paid to the outgoing auditors along with the rationale for such change	M/s. Dhrumil M. Shah & Co. LLP have continued to be Secretarial Auditors of the Company since F.Y. 2023-24 and hence, there is no change in Secretarial Auditors. Further, the fee proposed to be payable is reasonable, considering the vast reporting requirements under law and complexities of laws.
Basis of recommendation for appointment	The Board of Directors have recommended the appointment of M/s. Dhrumil M. Shah & Co. LLP as Secretarial Auditors after considering the background of the firm, their experience in handling secretarial audit, competence of the leadership and the audit team in conducting secretarial audit, ability of the firm to understand the business of the Companyetc.

None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the Ordinary Resolution set out at Item No.4 of the Notice for approval by members.

Item No.5 - Ratification of Remuneration to Cost Auditor for Financial Year 2025-26

The Board of Directors, on the recommendation of the Audit Committee, have approved the appointment and payment of remuneration of Rs. 1,35,000/- , to Shri Rishi Mohan Bansal, Cost Accountant, Kanpur (Registration. No.000022), for conducting audit of the cost records of the Company relating to Sugar, Industrial Alcohol and Electricity divisions for the financial year ending 31st March,2026.

Pursuant to Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Shri Rishi Mohan Bansal, Cost Auditor, as recommended by the Audit Committee and approved by the Board of Directors, is required to be ratified by members of the Company at this AGM by way of an ordinary resolution.

None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the Ordinary Resolution as set out at Item No.5 of the Notice for approval by members.

Item No.6 - Re-appointment of Dr. Narendra Mairpady (DIN: 00536905) as an Independent Director

The appointment of Dr. Narendra Mairpady (DIN: 00536905) as an Independent Director for the 1st term of 5 (five) consecutive years with effect from 13.11.2020 was approved by the Shareholders at the 86th Annual General Meeting held on 26.08.2021. 1st Term of Dr. Mairpady as independent director will be completed on 12.11.2025.

In view of the above, the Nomination and Remuneration Committee (NRC) and the Board of Directors at respective meetings held on 15.05.2025, considered the re-appointment of Dr. Mairpady taking into consideration, due performance evaluation of Dr. Mairpady. The performance evaluation carried out by NRC included parameters such as sufficiency of knowledge of Dr. Mairpady to act as Independent Director, his ability to work with independent judgement and fulfilment of criteria of independence as specified under the Companies Act, 2013 and SEBI Listing Regulations. After due evaluation, he was found fit by the Board unanimously, for his re-appointment as Independent Director. At the aforesaid meeting of the Board of Directors, it was resolved to recommend to the Members, the re-appointment of Dr. Mairpady as Independent Director for the 2nd Term of 5 (five) consecutive years effective from 13.11.2025.

In pursuance of Section 149 read with Schedule IV of the Companies Act, 2013 and Regulation 17 (1A) of SEBI Listing Regulations, the approval of shareholders is being sought by Special Resolution as Dr. Mairpady is proposed to be appointed as Independent Director for his 2nd Term and he will attain age of seventy-five years during the said proposed 2nd term. His proposed re-appointment is justified, considering his vast knowledge and experience.

The Company has received from Dr. Mairpady (i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; (ii) Intimation in Form DIR-8 that he is not disqualified under section 164(2) of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules,2014; and (iii) Declaration that he meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and under SEBI Listing Regulations. In the opinion of the Board, Dr. Mairpady fulfils the conditions for his re-appointment as an Independent Director as specified in the Companies Act, 2013 and SEBI Listing Regulations and is independent of the Management, and considering the experience and knowledge, his re-appointment as Independent Director shall be beneficial to the Company.

As a Non-Executive Independent Director, Dr. Mairpady will be entitled to receive sitting fee for attending Board/ Committee meeting(s) as approved by the Board of Directors from time to time. The draft letter of appointment of Dr. Narendra Mairpady, as an Independent Director setting out the terms and conditions is available for inspection at the Registered Office of the Company, by Members without any fee on all business days (except Saturdays, Sundays and Public Holidays) during 10.00 A.M. to 4.00 P.M. upto the date of this Annual General Meeting. The same is also available on the Company’s website viz. www.kesarindia.com .

Details of Dr. Narendra Mairpady required in terms of Regulation 36 (3) of SEBI Listing Regulations and Secretarial Standard 2 issued by Institute of Company Secretaries of India, are provided in ‘Annexure B’ to this Notice.

Dr. Narendra Mairpady is interested in the resolution set out at Item No. 6 of the Notice with regard to his appointment. The relatives of Dr. Narendra Mairpady may be deemed to be interested in the resolution set out at Item No. 6 of the Notice, to the extent of their shareholding interest, if any, in the Company.

The Board recommends the Special Resolution set out at Item No. 6 of the Notice for approval by members.

Annual Report 2024-2025

Item No.7 - Re-appointment of Shri Harsh R Kilachand (DIN: 00294835) as a Whole-Time Director designated as “Chairman & Managing Director”

Shri Harsh R Kilachand was re-appointed as a Whole-Time Director designated as “Chairman & Managing Director” of the Company, entrusted with substantial powers of the Management, for a period of 3 years from 14.08.2022 to 13.08.2025, by the Shareholders at their 87th Annual General Meeting held on 20.09.2022.

As term of Shri Kilachand is to come to an end on 13.08.2025, based on recommendation of Nomination and Remuneration Committee (NRC) and subject to approval of members at this 90[th] AGM, the Board of Directors at their meeting held on 15.05.2025, re-appointed Shri Kilachand, as a Whole-Time Director designated as “Chairman & Managing Director” of the Company, entrusted with substantial powers of the Management, for a period of 3 years with effect from 14.08.2025.

Shri Harsh R Kilachand has not been drawing any remuneration from the Company since March 2014 in view of the heavy losses suffered by the Company for the last few years.

Terms of his proposed re-appointment are as under:

(a) Re-appointment of Shri Harsh R Kilachand as a Whole-Time Director designated as “Chairman & Managing Director” of the Company, entrusted with substantial powers of the Management, shall be for a period of 3 years with effect from 14.08.2025. No remuneration is proposed to be paid to Shri Kilachand during the said tenure. However, he shall be entitled to reimbursement of expenses incurred by him in the performance of his duties as a Whole-Time Director of the Company
(b) He shall perform such duties as shall, from time to time, be entrusted to him by the Board of Directors and he shall perform such duties, subject to superintendence, guidance and control of the Board.
(c) He shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Companies Act, 2013 with regard to duties of directors.
(d) He shall adhere to the Company’s Code of Conduct and shall not be involved in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
(e) He shall also adhere to roles and responsibilities as a member of the Board of Directors, which are specified under SEBI Listing Regulations or under any other law for time being in force.
(f) The office of the Whole-time Director may be terminated by the Company or by him by giving, 3 (three) months’ prior notice in writing.
(g) He shall not be liable to retire by rotation.

The above may be treated as a written memorandum setting out the terms and conditions of re-appointment of Shri Harsh R Kilachand under Section 190 of the Companies Act, 2013.

Members may note that Shri Harsh R Kilachand has confirmed that he satisfies all the conditions set out in Part-I of Schedule V to the Companies Act, 2013 as also conditions set out under sub-section (3) of Section 196 of the Act for being eligible for his re-appointment and that he is not disqualified from being appointed as Director in terms of Section 164 of the Act.

Members may also note that Shri Harsh R Kilachand has been appointed by Kesar Terminals & Infrastructure Ltd. as a WholeTime Director designated as “Executive Chairman” of the Company entrusted with substantial powers of the Management, for a period of 3 years with effect from 20.12.2023.

Details of Shri Harsh R Kilachand required in terms of Regulation 36 (3) of the SEBI Listing Regulations and Secretarial Standard 2 issued by Institute of Company Secretaries of India, are provided in ‘ Annexure B’ to this Notice.

Shri Harsh R Kilachand is interested in the resolution set out at Item No.7 of the Notice with regard to his re-appointment. The relatives of Shri Harsh R Kilachand may be deemed to be interested in the resolution set out at Item No.7 of the Notice, to the extent of their shareholding interest, if any, in the Company.

The Board recommends the Ordinary Resolution set out at Item No.7 of the Notice for approval by members.

Item No.8 - Re-classification of the Authorised Share Capital of the Company

The authorised share capital of the Company is proposed to be reclassified from Rs. 22,00,00,000 (Rupees Twenty Two Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs Only) Equity Shares having face value of Rs. 10.00/- (Rupees Ten Only) each aggregating to Rs. 12,00,00,000/- (Rupees Twelve Crores Only) and 1,00,00,000 (One Crore Only) Preference Shares having face value of Rs. 10.00/- (Rupees Ten Only) each aggregating to Rs. 10,00,00,000/- (Rupees Ten Crores Only) into Rs. 22,00,00,000/- (Rupees Twenty Two Crores only) divided into 2,20,00,000 (Two Crore Twenty Lakhs only) Equity Shares having face value of Rs. 10/- (Rupees Ten only) each.

The details of the proposed Reclassification of Authorised share Capital are mentioned below:

Authorized Share Capital prior to proposed Reclassification, sub-division and increased Authorised Share Capital	Authorized Share Capital prior to proposed Reclassification, sub-division and increased Authorised Share Capital	Authorized Share Capital prior to proposed Reclassification, sub-division and increased Authorised Share Capital	Authorized Share Capital prior to proposed Reclassification, sub-division and increased Authorised Share Capital	Authorized Share Capital prior to proposed Reclassification, sub-division and increased Authorised Share Capital	Authorized Share Capital prior to proposed Reclassification, sub-division and increased Authorised Share Capital	Authorized share capital post proposed Reclassification and prior to sub-division and increased Authorised Share Capital	Authorized share capital post proposed Reclassification and prior to sub-division and increased Authorised Share Capital	Authorized share capital post proposed Reclassification and prior to sub-division and increased Authorised Share Capital
No. of Equity Shares	Face Value (Rs.)	Total Equity Share Capital (Rs.)	No. of Preference Shares	Face Value (Rs.)	Total Preference Share Capital (Rs.)	No. of Equity Shares	Face Value (Rs.)	Total Equity Share Capital (Rs.)
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
1,20,00,000	10	12,00,00,000	1,00,00,000	10	10,00,00,000	2,20,00,000	10	22,00,00,000

The Board of Directors, at their meeting held on 24[th] July 2025, approved the reclassification of the Authorized Share Capital of the Company, as provided above.

This proposed reclassification of Authorised Share Capital will also require consequential amendment to Clause V of the Memorandum of Association of the Company, for which a separate resolution is being placed before the shareholders for approval.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the resolution, except to the extent of equity shares held by them in the Company, if any.

The Board recommends the Ordinary Resolution set out at Item No.8 of the Notice for approval by members.

Item No.9 - Sub-division (stock split) of every 1 (One) equity share of face value of Rs. 10.00/- (Rupees Ten Only) each into 10 (Ten) equity shares of the face value of Rs. 1/- (Rupee One Only) each

The Equity shares of the Company are listed and traded on the BSE Limited (“BSE”). With a view to enhance the liquidity in the capital market, to widen shareholder base and to make the shares affordable/ accessible to small/ retail investors in the Stock Market, the Board of Directors at their meeting held on 24[th] July 2025, had considered and approved the sub-division (stock split) of one equity share of the Company having a face value of Rs. 10.00 (Rupees Ten Only) each into 10 (Ten) equity shares having face value of Rs. 1.00 (Rupee One Only) each, ranking pari-passu with each other in all respects with effect from the Record Date, subject to approval of the members and any other statutory & regulatory approvals, as may be applicable. The proposed sub-division (stock split) of shares will not have any effect on the voting percentage/rights of any shareholder of the Company.

Further, Article no. 55 of Articles of Association of the Company and the Companies Act, 2013, permits sub-division of shares subject to the approval of members. The Record Date for the aforesaid sub-division of the Equity Shares will be fixed in the due course after approval of the shareholders is obtained for the proposed sub-division (stock split).

Annual Report 2024-2025

The details of proposed sub-division (stock split) of Authorised share Capital are mentioned below:

The details of proposed sub-division (stock split) of Authorised	The details of proposed sub-division (stock split) of Authorised	The details of proposed sub-division (stock split) of Authorised	share Capital are mentioned below:	share Capital are mentioned below:	share Capital are mentioned below:
Authorized share capital post proposed Reclassification and prior to sub-division and increased Authorised Share Capital			Authorized share capital post proposed Reclassification and sub-division and prior to increased Authorised Share Capital
No. of Equity Shares	Face Value (Rs.)	Total Equity Share Capital (Rs.)	No. of Equity Shares	Face Value (Rs.)	Total Equity Share Capital (Rs.)
(1)	(2)	(3)	(4)	(5)	(6)
2,20,00,000	10	22,00,00,000	22,00,00,000	1	22,00,00,000

The details of proposed sub-division (stock split) of issued, subscribed and paid-up Share Capital are mentioned below:

Issued, subscribed and paid-up share capital prior to Issued, subscribed and paid-up share capital post subsub-division division

Issued, subscribed and paid-up share capital prior to sub-division	Issued, subscribed and paid-up share capital prior to sub-division	Issued, subscribed and paid-up share capital prior to sub-division	Issued, subscribed and paid-up share capital post sub- division	Issued, subscribed and paid-up share capital post sub- division	Issued, subscribed and paid-up share capital post sub- division
No. of Equity Shares	Face Value (Rs.)	Total Equity Share Capital (Rs.)	No. of Equity Shares	Face Value (Rs.)	Total Equity Share Capital (Rs.)
(1)	(2)	(3)	(4)	(5)	(6)
1,00,79,682	10	10,07,96,820	10,07,96,820	1	10,07,96,820

This proposed sub-division (stock split) of Authorised Share Capital will also require consequential amendment to Clause V of the Memorandum of Association of the Company, for which a separate resolution is being placed before the shareholders for approval.

In the opinion of the Board, the proposed sub-division (stock split) of the equity shares is in the best interest of the investors of the Company and therefore, the Board of Directors have recommended the aforesaid sub-division (stock split) to the shareholders.

The Board recommends the Ordinary Resolution set out at Item No.9 of the Notice for approval by members.

Item No. 10 - Increase in the Authorised Share Capital of the Company

The Authorised Share Capital of the Company is Rs. 22,00,00,000 (Rupees Twenty Two Crores Only) divided into 22,00,00,000 (Twenty Two Crores Only) Equity Shares having face value of Rs. 1.00/- (Rupee One Only) each, which shall take effect subject to approval of the members, ROC and other statutory authorities, pursuant to the proposed reclassification of authorised share capital detailed in item no. 8 and the proposed Split of Shares detailed in item no. 9 of this notice.

In view of the Company’s long-term strategic growth plans, including future fund-raising activities, issuance of bonus shares, stock options and to maintain flexibility for capital raising and other corporate actions, which may be decided in future, the Board of Directors considered it prudent to further increase the authorised share capital of the Company over and above the post-sub-division adjusted figure. Accordingly, the Board of Directors, at its meeting held on 24[th] July 2025, also approved an increase in Authorised Share Capital in addition to the reclassification and sub-division.

The details of the proposed increase in Authorised Share Capital are mentioned below:

Authorized share capital prior to increased Authorised Share Capital and post proposed Reclassification and sub-division	Authorized share capital prior to increased Authorised Share Capital and post proposed Reclassification and sub-division	Authorized share capital prior to increased Authorised Share Capital and post proposed Reclassification and sub-division	Increased Authorized share capital post proposed Reclassification and sub-division	Increased Authorized share capital post proposed Reclassification and sub-division	Increased Authorized share capital post proposed Reclassification and sub-division
No. of Equity Shares	Face Value (Rs.)	Total Equity Share Capital (Rs.)	No. of Equity Shares	Face Value (Rs.)	Total Equity Share Capital (Rs.)
(1)	(2)	(3)	(4)	(5)	(6)
22,00,00,000	1	22,00,00,000	28,00,00,000	1	28,00,00,000

This proposed increase in authorised share capital will also require consequential amendment to Clause V of the Memorandum of Association of the Company, for which a separate resolution is being placed before the shareholders for approval.

The proposed increase in authorised share capital is in line with the provisions of Sections 61 and 64 and other applicable provisions, of the Companies Act, 2013.

The Board recommends the Ordinary Resolution set out at Item No.10 of the Notice for approval by members.

Item No. 11 - Alteration of the Capital Clause of the Memorandum of Association of the Company

Consequent upon the reclassification, sub-division of shares and increase in the authorised share capital as proposed in Item Nos. 8, 9 and 10 of this notice, it is necessary to amend Clause V of the Memorandum of Association of the Company so as to reflect the revised authorised capital structure of the Company.

Pursuant to the provisions of Section 13 and other applicable provisions of the Companies Act, 2013, the alteration of the Memorandum of Association requires approval of the shareholders by way of an Ordinary Resolution.

The proposed draft of the amended Clause V is as follows:

“V. The Authorised Share Capital of the Company is Rs. 28,00,00,000/- (Rupees Twenty Eight Crore Only) divided into 28,00,00,000 Equity Shares of Rs. 1/- each.”

A copy of the Memorandum of Association (MOA) along with proposed amendments shall be available for inspection for the Members. The members may inspect the aforementioned MOA by sending an email to [email protected] . Further, the altered MOA shall also be available on the website of the Company for inspection by the Members.

The Board recommends the Ordinary Resolution set out at Item No.11 of the Notice for approval by members.

By Order of the Board of Directors

Registered Office: Oriental House, 7 Jamshedji Tata Road, Churchgate, Mumbai 400 020

Gaurav Sharma Company Secretary & Vice President (Legal & HR) Membership No. ACS 19509

24[th] July, 2025

ANNEXURE ‘B’

Annual Report 2024-2025

- Details of Directors retiring by rotation / seeking appointment / re appointment at the Meeting:

Details of Directors retiring by rotation / seeking appointment / re-appointment at the Meeting:	Details of Directors retiring by rotation / seeking appointment / re-appointment at the Meeting:

A. Shri Devendra J Shah
Date of Birth (Age)	12th July 1955 (70 years)
Nationality	Indian
Qualification (s)	B.Com., Fellow Company Secretary (FCS), Diploma in Financial Management (DFM)
Experience (including expertise in specific functional area) / Brief Resume	Shri DevendraJShah joined the Company on 23rdDecember 1993. He retired from the Company as Sr. Vice President (Legal) and Company Secretary on 13thNovember 2020. He has overall 40+ years of experience including vast experience in Secretarial, Legal, Administration & Personnel functions.
Terms and Conditions of appointment	As per the resolution set out at Item No.2 of this Notice, Shri Shah will retire by rotation at this Annual General Meeting and being eligible, he has offered himself for re-appointment. He shall be liable to retire by rotation.
Remuneration last drawn (FY 2024-25)	Shri Shah has been paid sitting fees amounting to Rs. 3.00 Lakhs for attending meetings of the Board of Directors and Committees in which he is a member.
Remuneration proposed to be paid	Shri Shah is entitled to receive sitting fees for attending meetings of the Board and Committee(s) thereof, of which he may be appointed as a member by the Board or for any other purpose, as may be approved by the Board of Directors from time to time.
Date of first appointment on the Board	Shri Shah was appointed by the Board as a Whole Time Director designated as “Director & Company Secretary” for a period of 3 years w.e.f. 27thJanuary 2015 and continued as Whole Time Director till 30 thApril 2018. *Shri Shah was appointed as Non-Executive Non-Independent Director w.e.f. 12thAugust 2022.
Relationship with other Director (s) and Key Managerial Personnel	Nil
Number of Meetings of the Board attended during the financial year 2024-25	5 out of 5 Board Meetings held
Directorships of Other Boards as on 31st March, 2025	•Indian Commercial Co Private Limited •Kilachand Devchand and Company Private Limited •Kesar Corporation Private Limited •Seel Investments Private Limited
Membership/ Chairmanship of Committees of other Boards as on 31st March 2025	Nil
Listed entities from which the Director has resigned in the past three years (as on 31st March 2025)	Nil
Shareholding in the Company as on 31st March, 2025	500 Equity Shares

B. Dr. Narendra Mairpady	B. Dr. Narendra Mairpady
Date of Birth(Age)	12th July 1954 (71 years)
Nationality	Indian
Qualification (s)	a) Doctor Letters from Hindustan University, Chennai & Kalpagam University, Coimbatore in 2013; b) Bachelor of Law from SDM Law College, Mangalore, (Mysore University) in 1980; c) CAIIB Institute of Banking, Finance Mumbai in 1977; d) B.Com. from Govinda DASA College (Mysore University) in 1974;
Experience (including expertise in specific functional area) / Brief Resume	Dr. Narendra Mairpady is an eminent banking professional having more than 40 years of wide experience and exposure. He started his career as officer trainee with Corporation Bank. Later, he held the position of Chief General Manger in Corporation Bank from the January, 1975 till November, 2008. From November, 2008 till November, 2010, he was an Executive Director of Bank of India. In November, 2010, he was appointed as Chairman and Managing Director (CMD) of Indian Overseas Bank and retired as CMD in 2014. During his long stint with the Banking Sector, he has ensured to achieve all critical parameters like Team Building, Brand Enhancement, Priority Sector Initiatives, Branch Expansions, new initiatives for effective Risk Management etc in Banking arena. Dr. Narendra Mairpady has at his credit, some of the prestigious awards in the field of banking industry, for his excellence in outstanding performances and exceptional contribution to Indian Banking sector. He has held membership in RBI’s Technical Advisory Committee on Money, Forex and Government Securities Markets. He also held positions in various committees of Indian Bank’s Association (IBA). He is currently also the Chairman of ASSOCHAM’s National Council for Banking & Finance.
Terms and Conditions of appointment	As per the resolution set out at Item No. 6 of this Notice,Dr. Mairpady is proposed to be appointed as Independent Director for the 2nd Term of 5 (five) consecutive years effective from 13.11.2025. He shall not be liable to retire by rotation.
Remuneration last drawn (FY 2024- 25)	Dr. Mairpady has been paid sitting fees amounting to Rs. 5.50 Lakhs for attending meetings of the Board of Directors and Committees in which he is a member.
Remuneration proposed to be paid	Dr. Mairpady is entitled to receive sitting fees for attending meetings of the Board and Committee(s) thereof, of which he may be appointed as a member by the Board or for any other purpose, as may be approved by the Board of Directors from time to time.
Date of first appointment on the Board	Dr. Mairpady was appointment as Independent Director for 1stTerm of 5 (five) years w.e.f. 13.11.2020.
Relationship with other Director (s) and Key Managerial Personnel	Nil
Number of Meetings of the Board attended during the financial year 2024-25	5 out of 5 Board Meetings held
Other Directorships as on 31st March, 2025	Listed Companies •Man Industries (India) Limited •Equippp Social Impact Technologies Limited •IPCA Laboratories Limited Un-listed Companies •Mahindra Rural Housing Finance Limited •Mahindra First Choice Wheels Limited •Viswaat Chemicals Limited •Saatvik Green Energy Limited •Vardhman Trusteeship Private Limited • Vanaprastha Ashram

Annual Report 2024-2025

Membership/ Chairmanship of Committees of other Boards as on 31st March, 2025	•Man Industries (India) Limited (Chairman of Audit Committee) •IPCA Laboratories Limited (Member of Audit Committee) •Mahindra First Choice Wheels Limited (Chairman of Audit Committee) •Mahindra Rural Housing Finance Limited (Member of Audit Committee) •Viswaat Chemicals Limited (Chairman of Audit Committee and Member of Nomination and Remuneration Committee) •Saatvik Green Energy Limited (Member of Audit Committee and Member of Nomination and Remuneration Committee)
Listed entities from which the Director has resigned in the past three years (as on 31st March, 2025)	•Adani Enterprises Limited - resigned w.e.f. 30.11.2023 •Synoptics Technologies Limited – resigned w.e.f. 05.04.2023
Shareholding in the Company as on 31st March, 2025	NIL

Membership/
Chairmanship
of
Committees of other Boards as on
31st March, 2025

•Man Industries (India) Limited
(Chairman of Audit Committee)
•IPCA Laboratories Limited
(Member of Audit Committee)
•Mahindra First Choice Wheels Limited
(Chairman of Audit Committee)
•Mahindra Rural Housing Finance Limited
(Member of Audit Committee)
•Viswaat Chemicals Limited
(Chairman of Audit Committee and Member of Nomination and Remuneration
Committee)
•Saatvik Green Energy Limited
(Member of Audit Committee and Member of Nomination and Remuneration
Committee)

Listed entities from which the
Director has resigned in the past
three years (as on 31st March,
2025)

•Adani Enterprises Limited - resigned w.e.f. 30.11.2023
•Synoptics Technologies Limited – resigned w.e.f. 05.04.2023

Shareholding in the Company as on
31st March, 2025

NIL

Note: For disclosure as required under Regulation 36(3)(f) in relation to skills and capabilities of Dr. Narendra Mairpady, Members may kindly refer to Corporate Governance Report.

C. Shri Harsh R Kilachand	C. Shri Harsh R Kilachand
Date of Birth (Age)	4th May1960 (65years)
Nationality	Indian
Qualification (s)	B.Com. from Universityof Bombay; and C.B.M. & P.D.B.M. from U.S.A.
Experience (including expertise in specific functional area) / Brief Resume	Shri Kilachand had joined the Company on 8.8.1985 as “Executive”. He was entrusted with the duties of Administration & Co-ordination work and also to plan & supervise projects for modernisation and expansion of the Company’s activities. He contributed a lot in his first decade towards the growth of the Company. He had efficiently carried out the duties entrusted to him, including completion of the expansion & modernisation of Sugar Factory, Distillery, ENA & IMFL Plants, the Power Plant for Cogeneration and also a Second Storage Terminal at Kandla. Presently, he is also the Executive Chairman of Kesar Terminals and Infrastructure Limited.
Terms and Conditions of appointment	Re-appointment of Shri Harsh R Kilachand as a Whole-Time Director designated as Chairman & Managing Director” of the Company, entrusted with substantial powers of the Management, shall be for a period of 3 years with effect from 14.08.2025. He shall not be liable to retire byrotation.
Remuneration last drawn (FY 2024-25)	NIL
Remuneration proposed to be paid	NIL

Date of first appointment on the Board	Shri Harsh R Kilachand has been Director of the Company since 14.08.2010.
Relationship with other Director (s) and Key Managerial Personnel	NIL
Number of Meetings of the Board attended during the financialyear 2024-25	5 out of 5 Board Meetings held
Other Directorships as on 31st March, 2025	•Kesar Terminals & Infrastructure Limited (Listed) •Kesar Multimodal Logistics Limited •Seel Investment Private Limited •Kesar Corporation Private Limited •Indian Commercial Co. Private Limited •Kilachand Devchand & CompanyPrivate Limited
Membership/ Chairmanship of Committees of other Boards as on 31st March, 2025	• Kesar Terminals & Infrastructure Limited (Member of Stakeholders’ Relationship Committee and Member of Corporate Social Responsibility Committee) • Kesar Multimodal Logistics Limited (Member of Audit Committee and Member ofNomination and Remuneration Committee)
Listed entities from which the Director has resigned in the past three years (as on 31st March, 2025)	Nil
Shareholding in the Company as on 31st March, 2025	7,87,908 (7.82%) Equity Shares

By Order of the Board of Directors

Registered Office: Oriental House, 7 Jamshedji Tata Road, Churchgate, Mumbai 400 020

Gaurav Sharma Company Secretary & Vice President (Legal & HR) Membership No. ACS 19509

24[th] July, 2025

AI assistant

Kesar Enterprises Ltd. — AGM Information 2025

60354_rns_2025-07-29_6dd028b4-3c43-425b-b51f-5168a6369265.pdf

Sub : Notice of Annual General Meeting

For Kesar Enterprises Limited

NOTICE OF 90TH ANNUAL GENERAL MEETING

ORDINARY BUSINESS:

SPECIAL BUSINESS:

7. Re-appointment of Shri Harsh R Kilachand (DIN: 00294835) as a Whole-Time Director designated as “Chairman & Managing Director”

8. Re-classification of the Authorised Share Capital of the Company

Annual Report 2024-2025

10. Increase in the Authorised Share Capital of the Company

11. Alteration of the Capital Clause of the Memorandum of Association of the Company

Annual Report 2024-2025

Notes

Annual Report 2024-2025

20. INSTRUCTIONS FOR E-VOTING AND ATTENDING THE AGM THROUGH VC/OAVM

I. REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:

Shareholders registered for NSDL IDeAS facility:

OR

Shareholders not registered for IDeAS facility:

METHOD 1 – From Easi/Easiest

OR

Annual Report 2024-2025

METHOD 2 - By directly visiting the e-voting website of CDSL

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

Shareholders not registered for INSTAVOTE facility:

STEP 2: STEPS TO CAST VOTE FOR RESOLUTIONS THROUGH InstaVote

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

Annual Report 2024-2025

STEP 2 – Investor Mapping

STEP 3 – Steps to cast vote for resolutions through InstaVote

METHOD 1 - VOTES ENTRY

OR

METHOD 2 -VOTES UPLOAD

Helpdesk for Individual Shareholders holding securities in dematerialized mode:

demat mode have forgotten the password:

General Instructions - Shareholders

Annual Report 2024-2025

II. PROCESS AND MANNER FOR ATTENDING THE ANNUAL GENERAL MEETING THROUGH INSTAMEET & VOTING DURING THE MEETING:

Instructions for Attending Meeting through InstaMeet:

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:

Annual Report 2024-2025

ANNEXURE ‘A’

Item No. 2 – Appointment of Shri Devendra J Shah (DIN: 03095028) as Director, who retires by rotation at this 90[th ] Annual General Meeting (AGM)

Item No. 3 – Appointment of M/s. Chandabhoy & Jassoobhoy as Statutory Auditors

Item No. 4 – Appointment of M/s. Dhrumil M. Shah & Co. LLP as Secretarial Auditors

Annual Report 2024-2025

Item No.5 - Ratification of Remuneration to Cost Auditor for Financial Year 2025-26

Item No.6 - Re-appointment of Dr. Narendra Mairpady (DIN: 00536905) as an Independent Director

Annual Report 2024-2025

Item No.7 - Re-appointment of Shri Harsh R Kilachand (DIN: 00294835) as a Whole-Time Director designated as “Chairman & Managing Director”

Terms of his proposed re-appointment are as under:

Item No.8 - Re-classification of the Authorised Share Capital of the Company

Annual Report 2024-2025

Item No. 10 - Increase in the Authorised Share Capital of the Company

Item No. 11 - Alteration of the Capital Clause of the Memorandum of Association of the Company

By Order of the Board of Directors

Annual Report 2024-2025

Annual Report 2024-2025

Note: For disclosure as required under Regulation 36(3)(f) in relation to skills and capabilities of Dr. Narendra Mairpady, Members may kindly refer to Corporate Governance Report.

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Kesar Enterprises Ltd. AGM Information 2025