DIRECTORS' REPORT

Your Directors are pleased to present to you the 18^th Annual Report and the audited financial statements of the Company for
the year ended 31^st March, 2026.

FINANCIAL PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS:

The financial performance of the Company for the year ended 31^st March, 2026 is summarized below:

During the financial year under review, the Company's revenue from operations was Rs. 3,353.20 Lakhs as compared to
3,278.28 Lakhs for the previous year. The loss for the year after tax stood at 3,274.82 Lakhs as against Profit of Rs. 271.67 Lakhs
for the previous financial year. The said loss was due to one-time loss on sale of investment in subsidiary company during the
year.

BUSINESS OPERATIONS:

The Company is in the business of bulk liquid storage and logistics. The Company is listed on the BSE Limited. Hon'ble Mumbai
High Court, vide its Order dated 12th March, 2010 had approved the Scheme of Arrangement under Section 391 to 394 of the
Companies Act, 1956 pertaining to the Demerger of Storage undertaking of Kesar Enterprises Limited (Demerged Company)
into Kesar Terminals & Infrastructure Limited (Resulting Company) on a going concern basis. The said undertaking has over 63
years' of experience in handling different types of petroleum, petro chemical, hazardous and non-hazardous liquids.

DIVIDEND:

During the year under review, the company had declared a final Dividend @ 30% i.e. Rs 1.50 per Equity share (face value
of Rs.5 /-each) for the FY 2024-25 as approved by the shareholders at 17th Annual General Meeting (AGM) held on 7th
November 2025.

The Board of Directors in their meeting held on February 10, 2016 had approved and declared 1st Interim Dividend @10% i.e.
Rs. 0.50 per Equity Share (face value of Rs.5 /-each) for the Financial Year 2025-26.

Further, in their meeting held on May 26, 2026, the Board had recommended Final Dividend @25% i.e. Rs. 1.25 per Equity
Share (face value of Rs.5 /-each) for the Financial Year 2025-26, to the shareholders for their approval at the ensuing Annual
General Meeting (AGM).

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

TRANSFER TO RESERVE:

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

SUBSEQUENT FINANCIAL YEAR 2026-27:

The revenue of the company in the financial year 2025-26 has increased by 2% as compared to the previous financial year.
This is due to increased Import and better commercial utilisation of tanks in terminals. The exports were reduced by 28%
mainly due to an increase in flexi & iso tank requirement instead of bulk export. There is one more chemical handling terminal
added at Kandla resulting to customer preferences. Two competitors formed a consortium which has 240 tanks with a storage
of 0.8 MMT storage in total. This large capacity gives them a leverage to dominate the market at Kandla. The Company would
strive to achieve better revenues during the coming year i.e. F.Y. 2026-27. However, the development of better infrastructure
and reduced demurrages at nearby Ports like Mundra / Hazira may affect the business of the Company. Further, the uncertainty
in respect of lease rentals payable to Kandla Port could continue to affect the bottom line.

EXPANSION PLANS:

The Company has plans to invest in safety and modernization like Tankfarm Management System (TFMS) etc. after the renewal
of the lease(s) with Deendayal Port Trust (DPT). The Company has plan to set up a Bulk Terminal at other places based on the
opportunity and market.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no such significant or Material orders passed by the Regulators or Courts during the year under review.

POSTAL BALLOT

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

SALE OF SUBSIDIARY:

The Company had entered into a Share Subscription and Purchase Agreement ("SSPA") with Kesar Multimodal Logistics Ltd.
(KMLL) and DP World Multimodal Logistics Pvt Ltd.("DPW") on September 11,2023. In pursuance of said SSPA, the Company
has, on September 10, 2025, transferred its 100% equity and preference shareholding in favor of DPW and as a result, KMLL
has ceased to be a subsidiary of the Company.

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs.15,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs. 5/- each
aggregating to Rs 12,50,00,000 and 25,00,000 Redeemable Preference Shares of Rs.10/- each aggregating to Rs. 2,50,00,000.
The paid-up Share Capital of the Company is 1,09,26,475 Equity Shares of Rs.5/- each aggregating to Rs. 5,46,32,375. No
shares were allotted in the Financial Year 2025-26. During the financial year 2025-26, there was no change in the authorized,
issued, subscribed and paid-up share capital of the Company.

NUMBER OF MEETING OF BOARD

During the year under review, 7 (seven) Board Meetings were held. The details of the meetings of the Board of Directors of the
Company held and attended by the Directors during the financial year 2025-26 are given in the Corporate Governance Report
forming part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed
under the Act and the Listing Regulations. The Company has provided a video conferencing facility (VC) to Board/Committee
members to attend the meeting through VC or in person.

COMMITTEES OF THE BOARD

As on 31^st March, 2026, the Board has Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship
Committee and Corporate Social Responsibility Committee. During the year, all recommendations of the Committees of the
Board have been accepted by the Board.

Details of the composition of the Board and Committees thereof, meetings of the Board and of committees held during the year
and terms of reference of the committees are provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

(i) in preparation of the annual accounts for the financial year ended on 31^st March, 2026, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

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

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

(iv) the Directors have prepared the annual accounts for the financial year ended on 31^st March, 2026 on a going concern
basis; and

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Directors

At the 17^th Annual General Meeting of the Company which was held on 07.11.2025, Mrs. Natasha Harsh Kilachand (DIN:
02422120) was appointed as a Non-executive Director (Promoter) of the Company, and Mr. Mahesh Ambalal Kuvadia (DIN:
07195042) was appointed as an Independent director for a 1^st term of five (5) consecutive years i.e., from November 07, 2025
till November 06, 2030. In the opinion of the Board, Mr. Mahesh Kuvadia has integrity, expertise and experience (proficiency)
required to act as an independent Director.

In compliance with Section 152 of the Act and the Articles of Association of the Company, Mrs. Natasha Harsh Kilachand
retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The Directors and Key Managerial Personnel have confirmed that during the year under review, none of them have entered into
any agreement for himself / herself or on behalf of any other person, with any shareholder or any other third party with regard
to compensation or profit sharing in connection with dealings in the shares of the Company.

Declarations by Independent Directors

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

Independent Director's databank registration

The Company has received declarations from all the Independent Directors of the Company confirming that they have registered
their names in the Independent Directors' databank maintained by the Indian Institute of Corporate Affairs (IICA) as prescribed
by MCA. A Separate meeting of the Independent Director of the Company was held on 10.02.2026.

Board Evaluation:

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

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

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

The performance evaluation of the non- Independent Directors viz., the Executive Chairman & Non- executive Director and
the Board as a whole was carried out by the Independent Directors at their separate meeting held on 10.02.2026.

Key Managerial Personnel

In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, Shri Harsh R Kilachand, Executive Chairman(DIN: 00294835), Shri Vipul Doshi, Chief
Financial Officer & Chief Executive Officer, Mrs. Archana Mungunti, Company Secretary are the Key Managerial Personnel
('KMPS') of the Company as on 31^st March, 2026. .

Nomination and Remuneration Policy

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

Familiarization Program

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

AUDITORS

Statutory Auditors and Statutory Audit Report

M/s. Chandabhoy & Jassoobhoy, Chartered Accountants (Firm Registration No. 101647W) were re-appointed as the Statutory
Auditors of the Company, to hold office from the conclusion of the 16th Annual General Meeting till the conclusion of the 21st
Annual General Meeting of the Company to be held in the calendar year 2029.

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

We draw attention to Note 34 of the financial statements in respect of litigation with the Deendayal Port Trust (DPT) (formerly
known as Kandla Port Trust (KPT)) in respect of their demand of transfer / upfront fees for change in the name and increase
in lease rent on account of revision of rates for the leasehold lands and renewal of the said leases. In view of the pending
litigations as stated in the note, no provision (including interest)/ adjustments have been made in the financial statements in
respect of said incremental liability or any impact on the leased assets recognised being the same currently not ascertainable
and accordingly depreciation on assets constructed on lease hold land has been continued to be charged and right to use lease
assets are continued to be recognised based on the lease rent and the lease period as already determined and recognised in
earlier years. The final outcome of the matter may have impact on the profits of the Company as well as the right to use lease
assets and lease liabilities recognized by the Company.

The reply for the above observation is as follows:

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

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

The Company had appointed M/s. S. V. Shah & Associates., Chartered Accountants as its Internal Auditors in accordance with
the provisions of Section 138(1) of the Companies Act, 2013 for the Financial Year 2025-26. The Audit Committee reviews the
observations made by the Internal Auditors in their Report on a yearly basis.

Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dhrumil M Shah & Co. LLP., Practicing Company
Secretaries to undertake the Secretarial Audit of the Company office for a first term of five (5) consecutive years i.e., for the
period beginning from the Financial Year 2025-26 to the Financial Year 2029-30.

The Secretarial Audit Report for the financial year ended 31st March, 2026 is set out in Annexure 'A' to this Report which
contains below observation:

The Company delayed submission of the Shareholding Pattern for the quarter ended June 2025 under Regulation 31(1) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, BSE Limited imposed a fine of Rs.
2,360/-, which has been duly paid by the Company.

Management response: The shareholding pattern for the quarter ended June 2025 was delayed by one day and was
subsequently submitted with the Stock Exchange and the applicable fine levied by BSE Limited was duly paid.

Reporting of Frauds by Auditors

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

RELATED PARTY TRANSACTIONS:

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

A Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is
posted on the Company's website: www.kesarinfra.com/policies.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for
F.Y.2025-26. Transactions with related parties have been provided in the financial statements forming part of this annual report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

ANNUAL RETURN:

The Annual Return of the Company in Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and
the Companies (Management and Administration) Rules, 2014, is available on the website of the Company athttps://www.
kesarinfra.com/annualreports .

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

There were no material changes or commitments affecting the financial position of the Company which have occurred between
the end of the financial year and the date of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

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

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

RISK MANAGEMENT:

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

MAINTENANCE OF COST RECORDS:

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT:

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

EXECUTIVE CHAIRMAN AND CHIEF FINANCIAL OFFICER CERTIFICATE:

In terms of the Listing Regulations, a certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained
from Shri Harsh R Kilachand, Executive Chairman (DIN: 00294835) and Shri Vipul Doshi, Chief Financial Officer (CFO) for the
financial year 2025-26 with regard to the financial statements and other matters. The said certificate forms part of the Corporate
Governance Report.

INSIDER TRADING:

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

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

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

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

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

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

(d) Number of cases pending at the end of the year: Nil
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 (as transitioned into and governed
by the Code on Social Security, 2020) and has policies, systems and processes in place to ensure ongoing compliance.

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

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

Foreign Exchange Earnings and Outgo

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

During the financial year, the Company's foreign exchange earnings were Nil. (Previous Year: NIL) and outgo was Rs. 23.75
Lakhs (Previous Year Rs. 18.17 lakhs).

INSURANCE:

The Company has taken adequate insurance for all its properties.

DEPOSITS:

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

UNCLAIMED DIVIDEND/TRANSFER OF SHARES TO IEPF:

As per Section 124(5) of the Companies Act, 2013, any money transferred by the Company to the unpaid dividend account
and remaining unclaimed for a period of seven years from the date of such transfer shall be transferred to a fund called
the Investor Education and Protection Fund (Fund) set up by the Central Government. Accordingly, the unpaid/unclaimed
dividends upto and including for the financial year 2017-18 have already been transferred by the Company to the said Fund.
Unpaid/unclaimed dividend for the financial year 2018-2019 shall become due for transfer to the said Fund on 25-10-2026.
Members are requested to verify their records and send their claim, if any, for the financial year 2018-19, before such amount
becomes due for transfer to the Fund. Communication will be sent to the members, who have not yet claimed dividend for the
said financial year requesting them to claim the same as well as unpaid dividend, if any, for the subsequent years. During the
F.Y. 2025-26, the Company transferred unclaimed dividend for the FY 2017-18 of Rs. 1,01,765/- to the IEPF.

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

During the year under review, the Company transferred 7749 (Previous Year: 9577) equity shares of the face value of Rs. 5 each
in respect of 45 (Previous Year: 118) shareholders to the demat account of the IEPF Authority held with NSDL. Details of such
shareholders, whose shares are transferred to the IEPF and their unpaid dividends for the subsequent years are available on the
website of the Company at www.kesarinfra.com.

REGISTRAR & SHARE TRANSFER AGENT

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

SECRETARIAL STANDARDS:

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

WHISTLE BLOWER/VIGIL MECHANISM POLICY:

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

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances
and protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed
at the website: https://www.kesarinfra.com/policies. It is hereby confirmed that no personnel have been denied access to the
audit committee.

CORPORATE SOCIAL RESPONSIBILITY:

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

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

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

ACKNOWLEDGEMENT:

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

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

Sd/-

Harsh Rajnikant Kilachand

Place: Mumbai Executive Chairman

Date: 26.05.2026 DIN: 00294835