Kesar Enterprises Limited has issued a notice for its 91st Annual General Meeting (AGM) scheduled to be held through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) on Thursday, August 20, 2026 at 03:00 p.m. The meeting will be conducted in compliance with the Companies Act, 2013, SEBI Listing Regulations, and various MCA circulars including General Circular No.03/2025 dated September 22, 2025.
AGM Business Items
Ordinary Business:
1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2026 and Statement of Profit & Loss for the period ended on that date together with Reports of Board of Directors and Auditors
2. 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
Special Business:
3. Ratification of Remuneration payable to Cost Auditor for Financial Year 2026-27: Payment of remuneration of ₹1,35,000/- (excluding statutory levies and out-of-pocket expenses) to Shri Rishi Mohan Bansal, Cost Accountant, Kanpur (Registration No. 000022) for conducting audit of cost records relating to Sugar, Industrial Alcohol and Electricity divisions
4. Approval of Material Related Party Transactions with Kesar Terminals & Infrastructure Limited: Seeking approval for transactions aggregating to ₹65 Crores for the period from conclusion of 91st AGM until conclusion of 92nd AGM in 2027
Detailed Breakdown of Related Party Transactions
The proposed material related party transactions with Kesar Terminals & Infrastructure Limited (KTIL) include:
- Availing of loan(s): ₹50 Crore ceiling
- Availing of shared services: ₹5 Crore ceiling
- Rendering/provision of shared services: ₹5 Crore ceiling
- Miscellaneous transactions including reimbursement of expenses: ₹5 Crore ceiling
Financial Details of KTIL (FY 2025-26):
- Turnover: ₹3,353.20 lakh
- Profit After Tax: (₹3,274.82) lakh (loss)
- Net Worth: ₹5,678.11 lakh
Loan Terms:
- Interest rate: 10% per annum
- Unsecured loans
- Purpose: Business operations, working capital requirements, capital expenditure, general corporate purposes
- Debt-to-Equity ratio impact: From 1.28 to 1.97
- Debt Service Coverage Ratio impact: From (0.77) to (0.83)
Voting Arrangements
The company is providing remote e-voting facility through MUFG Intime India Private Limited. The cut-off date for determining voting rights is Thursday, August 13, 2026. The remote e-voting period commences on Monday, August 17, 2026 (9:00 a.m. IST) and ends on Wednesday, August 19, 2026 (5:00 p.m. IST).
Director Information
Shri Devendra J Shah (Age: 71 years) seeking re-appointment:
- Qualifications: B.Com., FCS, DFM
- Experience: 40+ years in Secretarial, Legal, Administration & Personnel functions
- Current remuneration: Sitting fees of ₹3.00 Lakhs for FY 2025-26
- Shareholding: 5,000 equity shares
- Board meeting attendance: 5 out of 5 meetings in FY 2025-26
Additional Information
The Scrutinizer for the voting process is Shri Dhrumil M. Shah (FCS No. 8021) from M/s. Dhrumil M. Shah & Co. LLP. The company has not declared any dividend after FY 2010-11. Unclaimed dividend up to FY 2010-11 has been transferred to the Investor Education and Protection Fund.