Kesar Enterprises Limited shareholders will vote on a ₹65 crore omnibus approval for material related party transactions (RPTs) with Kesar Terminals & Infrastructure Limited (KTIL) at the company’s 91st Annual General Meeting (AGM) scheduled for Thursday, August 20, 2026. The meeting, conducted via Video Conferencing (VC) or Other Audio-Visual Means (OAVM), also includes the re-appointment of Devendra J Shah as director and ratification of cost auditor remuneration for FY27. This approval is critical for ongoing group synergies and working capital support.

The proposed RPTs, valued up to ₹65 crore, cover loans, shared services, and miscellaneous expenses between Kesar Enterprises and KTIL, a related party within the promoter group. The transactions are intended to be executed in the ordinary course of business on an arm’s length basis until the conclusion of the 92nd AGM in calendar year 2027. The Audit Committee and Board approved these transactions on May 29, 2026, following a review under SEBI’s Industry Standards on Minimum Information for RPT approvals.

Key AGM Resolutions

Related Party Transaction Details

The ₹65 crore ceiling is broken down into four categories: availing loans (₹50 crore), availing shared services (₹5 crore), rendering shared services (₹5 crore), and miscellaneous transactions including expense reimbursements (₹5 crore). The loan component carries an interest rate of 10% per annum and is unsecured. These transactions represent 21.45% of Kesar Enterprises’ annual turnover for FY26 and 193.84% of KTIL’s turnover for the same period.

In FY26, total transactions with KTIL amounted to ₹26.33 crore, primarily comprising inter-corporate deposits/loans of ₹26.20 crore and expense reimbursements of ₹13.78 lakh. During the current financial year up to the preceding quarter, transactions totaled ₹17.14 crore, including a ₹90 lakh loan and accrued interest of ₹63.65 lakh. KTIL reported a turnover of ₹33.53 crore and a net loss of ₹32.75 crore for FY26, with a net worth of ₹56.78 crore.

Voting and Logistics

Remote e-voting opens on Monday, August 17, 2026, at 9:00 a.m. IST and closes on Wednesday, August 19, 2026, at 5:00 p.m. IST. The cut-off date for voting eligibility is Thursday, August 13, 2026. Shareholders can attend the virtual AGM via InstaMeet and vote electronically during the meeting if they have not already cast remote votes. The registered office in Mumbai will be deemed the venue for quorum purposes under Section 103 of the Companies Act, 2013.

kesar enterprises reported a net loss of ₹4,840.91 lakhs for the financial year ended March 31, 2026 (FY26), narrowing significantly from the loss of ₹7,262.40 lakhs recorded in FY25. Revenue from operations fell to ₹30,449.72 lakhs, down from ₹33,396.97 lakhs in the prior year, primarily due to reduced sugar sales volumes. The company’s operational challenges persisted, with crushing volumes dropping to 55.31 lakh quintals in 98 days, compared to 59.46 lakh quintals in 108 days during the previous season, as cane diversion to neighboring factories increased due to delayed cane price payments.

The Board of Directors has convened the 91st Annual General Meeting for Thursday, August 20, 2026, at 3:00 p.m. via Video Conferencing. Shareholders will vote on the re-appointment of Devendra J Shah as a director and ratify the remuneration of Rishi Mohan Bansal as Cost Auditor for FY27. A key agenda item is the approval of material related-party transactions with Kesar Terminals & Infrastructure Limited (KTIL), allowing for loans and shared services up to an aggregate value of ₹65 crore until the next AGM.

Financial Performance

The company’s financial position reflects ongoing sectoral pressures, including high sugarcane prices and lower sugar realizations. While the net loss narrowed, the company incurred an EBITDA loss of ₹1,100.28 lakhs, an improvement from the ₹3,892.47 lakhs loss in FY25. Finance costs rose to ₹1,425.09 lakhs from ₹1,259.58 lakhs in the previous year. No dividend was declared for FY26, consistent with the company’s financial position.

Operational Highlights

In the Sugar Division, the crushing season commenced on November 18, 2025, and ended on February 23, 2026. The delay in starting operations was attributed to heavy diversion of cane area to other factories due to outstanding cane price dues from the previous season. Despite this, sugar recovery improved to 10.23% from 9.55% in the prior season. Power generation remained synchronized with sugar operations, with 0.48 lakh MW exported to Uttar Pradesh Power Corporation Limited, generating ₹21.19 crores. The Spirits Division remained non-operational due to unviable molasses costs and low ethanol realizations.

Related Party Transactions

Shareholders are asked to approve omnibus related-party transactions with KTIL, a promoter group entity. The proposed transactions include availing loans up to ₹50 crore, shared services up to ₹5 crore, and miscellaneous transactions up to ₹5 crore. These transactions are intended to support working capital requirements and are structured on an arm’s length basis. The Audit Committee and Board have certified that these transactions are in the company’s interest.

Compliance and Governance

The Secretarial Audit Report highlighted several compliance lapses during FY26. These included delays in submitting shareholding patterns and quarterly financial results for the quarters ended June 2025 and September 2025, resulting in fines from BSE Limited totaling ₹2,97,360. Additionally, the gap between two consecutive Audit Committee meetings exceeded the permissible 120 days, reaching 144 days. The CFO position remained vacant beyond the statutory timeline following the resignation of Prem Shankar Nagar in October 2025, until Sharat Mishra was appointed on April 30, 2026.

What the Numbers Show

The narrowing net loss is driven by improved operational efficiency in sugar recovery and one-time gains, including a ₹110.32 lakh write-back from a One Time Settlement with the Sugar Development Fund and ₹95.91 lakh from an insurance claim. However, the revenue decline highlights structural challenges in cane procurement. The significant increase in finance costs against falling revenues indicates rising interest burdens, while the continued non-operation of the distillery underscores margin pressures in the spirits segment. The company’s debt-to-equity ratio stands at 1.28, reflecting increased leverage amid eroded net worth.