Terms / rights attached to Equity Shares

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

*Pursuant to Scheme of Demerger, the Company has requested Deendayal Port Trust (DPT) (formerly known as Kandla Port Trust (KPT)) for transfer of leasehold land situated at Kandla in its name which is presently in the name of Kesar Enterprises Ltd. However, DPT has raised a demand on account of such transfer/ upfront fee for change in the name. Further DPT has also raised demand in respect of increase in the lease rent on account of revision of rates. The Company had filed a Letters Patent Appeal (LPA) / Special Civil Application (SCA) in High Court of Gujarat, against the demand raised by the DPT. Further, since the lease period is expired, the Company had filed LPA/SCA for the renewal of the said lease. However, vide Order dated 06.05.2022, the SCA and LPA filed by the Company has been dismissed by the Hon'ble High Court of Gujarat. However, the Company has filed a Special Leave Petition (SLP) in Hon'ble Supreme Court of India against the order of Hon'ble High Court of Gujarat. Pending the decision of the Hon'ble Supreme Court of India, no provision/adjustments have been made in the standalone financial statements in respect of the above, being the same currently not ascertainable and accordingly depreciation on assets constructed on lease hold land has been continued to be charged and right to use lease assets are continued to be recognised based on the lease rent and lease period as already determined and recognised in earlier years.

34 a) The total outstanding loans (including interest) availed by the Company's subsidiary - Kesar Multimodal Logistics Ltd (KMLL) from Banks as at 31.03.2024 is ' 20,325.37 Lakhs (March 31, 2023, ' 16,737.93 Lakhs). There were defaults in repayments of the borrowings by Company's subsidiary Kesar Multimodal Logistics Limited to its lenders. The Company petition filed u/s 7 of the Insolvency and Bankruptcy Code,2016 (IBC) by the lenders of KMLL (Borrower) against the KMLL and the Company, being the Guarantor in view of default was admitted by the NCLT vide Order dated 17.02.2022 against KMLL and vide Order dated 07.03.2022 against the company. However, pursuant to the sanction of the One Time Settlement (OTS) by the lenders and the subsequent filing of form 12A by RP for the withdrawal of CIRP (Corporate Insolvency Resolution Process), NCLT vide its Order dated 19.09.2022 in case of KMLL and 04.10.2022 in case of the Company, withdrew the CIRP. KMLL has made part payments towards OTS and there are overdues as on 31.03.2024 and banks have intimated cancellation of OTS. One of the lenders of KMLL has filed a Company petition with NCLT (National Company Law Tribunal) under IBC on 20.12.2023 against KMLL. KMLL has filed its Reply to the Company Petition and the same is kept for hearing on 04.06.2024. Another lender of KMLL has filed a Company petition with NCLT (National Company Law Tribunal) under IBC on 24-012024 against Company and also the subsidiary Company i.e. KMLL. The same is yet to come up for hearing. KMLL is seeking more time from lenders for repayment of OTS dues. Pending outcome of the above, as such the Company has made no provision against liability that may arise, if any, on account of invocation of the corporate guarantee w.r.t. pending repayment obligations by KMLL towards the lenders.

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

b) The Company has investments in Kesar Multimodal Logistics Limited (KMLL), a wholly owned Subsidiary Company aggregating to ' 9,803.04 lakhs as on March 31, 2024 (March 31, 2023, ' 9,803.04 Lakhs) which comprises of Equity Investment amounting to ' 4,180.00 Lakhs (March 31,2023, ' 4,180.00 Lakhs), investment in zero coupon redeemable preference shares of KMLL amounting to ' 1,211.78 Lakhs (March 31, 2023 ' 1,211.78 Lakhs) and contribution towards equity capital amounting to ' 4,411.26 Lakhs (March 31,2023'4,411.26 Lakhs). Further, the Company has current as well as non-current loan as at March 31,2024 in KMLL aggregating to ' 6,201.83 Lakhs (March 31, 2023'5,441.93 Lakhs). KMLL has incurred substantial losses till the current year and its net-worth as at March 31,2024 has been fully eroded. In view of the huge losses in KMLL and pendency of (IBC) proceedings, during the year ended 31.03.2022, the management as prudent accounting practice, had made the provision for impairment of loans and Investments of ' 6,858.33 Lakhs @ 50% of the total loans and investments outstanding as on 31.03.2022. The management has taken a decision not to book the Notional interest income as per INDAS on investments in KMLL (0% preference shares and Interest free Unsecured Loans) and also the notional commission on corporate guarantee given on Loans taken by KMLL w.e.f. 01.04.2021.

The company has during the year decided to divest upto 100% equity and/or preference stake in KMLL. The Board of Directors of the Company in its meeting held on 08th November, 2022 passed an enabling resolution in respect of the proposed Sale / disposal / transfer up to 100% equity and/or preference stake of Kesar Multimodal Logistics Limited, a wholly owned Subsidiary. Further the Company took the Shareholders approval to enable the proposed divestment. Subsequently the company received an offer for purchase of equity and/or preference stake of KMLL from DP world Multimodal Logistics Private Limited (Acquirer) which is accepted by the company and SSPA (Shares Subscription and Purchase agreement) has been signed by the company on 11.09.2023. The completion of SSPA is subject to the fulfilment of conditions precedent and necessary approvals from the regulatory/statutory authorities as detailed in SSPA. The present Long stop date of the SSPA is 31.07.2024.

The management will consider a final call of further provisions / write off / write back of its carrying value of investments and loans in KMLL once the proposed divestment is concluded.

36 Employee Benefit

Defined Benefit Plan (Gratuity Fund) - Funded

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

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

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

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

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

Defined Contribution Plans

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

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

Risks associated with defined benefit plan

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

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

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

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

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

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

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

Para 139(c) Characteristics of defined benefit plans

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

Para 147 (a)

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

37. RISK MANAGEMENT FRAMEWORK

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

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

Credit Risk

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

Trade receivables

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

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

Financial instruments and cash deposits

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

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

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

Interest rate risk

The Company has only fixed rate borrowing.

38. Capital Management

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

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

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

41. Segment Reporting

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

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

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

52. ADDITIONAL REGULATORY INFORMATION

a. Compliance with number of layers of companies

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

b. Undisclosed Income

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

c. Details of Crypto Currency or Virtual Currency

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

d. Wilful Defaulter

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

e. Fraud Reporting

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

f. Relationship with Struck off companies

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

g. Details of Benami Property held

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

h. Title deed of immovable properties

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

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

1

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