Your directors have pleasure in presenting here with the 19th Annual Report of your Company together with the Audited Statements of Accounts for the Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS:

The summary of Financial Results for the Year ended March 31, 2023:

Notes:

1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

2. OPERATIONAL HIGHLIGHTS:

During the year under review your company has earned a total income of Rs. 1,543.34 Lakhs against the previous year total income of Rs.908.71 Lakhs,the Company continues to operate only in one segment i.e., real estate activities and there is no change in the nature of Business of the Company.

3. DIVIDEND:

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2023.

4. RESERVES:

No amount is proposed to be transferred to the reserves during the year under review.

5. INITIAL PUBLIC OFFERING AND STATE OF THE COMPANY'S AFFAIRS:

During the year under review, your company has allotted 25,74,000 of Equity Shares of Rs 10 each by way of Bonus equity shares on May 05, 2022.

Further, your company came up with an IPO by fresh issue of 9,30,400 Equity Shares of face value Rs. 10 each at an issue price of Rs. 170 per equity shares (Including a premium of Rs. 160 per equity share), consequently 35,30,400 equity shares were listed on BSE SME platform of BSE Limited (BSE) with effect from Tuesday, July 12, 2022.

6. SUBSIDIARY/JOINT VENTURE COMPANIES:

As on March 31, 2023 your company does not have any Associates, Joint Venture or Subsidiaries Companies.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 forms part thisDirectors' Report.

8. CORPORATE GOVERNANCE:

Corporate Governance Report prepared pursuant toSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 forms part of this Directors' Report.

9. SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

10. VIGIL MECHANISM:

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to theAudit Committee. Whistle blower policy of the Company Has been uploaded on the website of the Company and can be accessed at https://www.kesarlands.com/investors

11. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION.

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” ("Fair Disclosure Code”) incorporating a policy for determination of ” Legitimate Purposes” as per Regulation 8 and Schedule A to the said regulations and (2) "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” as per Regulation 9 and Schedule B to the said regulations.

12. INSURANCE:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

13. PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed thereunder.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

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.

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 pertaining to the Corporate Social Responsibility are not applicable to the Company.

16. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' ResponsibilityStatement, your Directors hereby confirm the following:

a. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed;

b. The directors have selected such accounting policies and applied consistently and made judgements 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 profit and loss of the Company for that period;

c. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors have laid down internal financial controls,which are adequate and operating effectively;

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

17. AUDITORS:Statutory Auditor:

In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder M/s RHAD & Co. Chartered Accountants (Firm Registration No. 102588W) the Statutory Auditors of the company were appointed in the Annual General Meeting on-June30, 2022 to hold office from the conclusion of the 18thAnnual General Meeting till the conclusion of the 23rdAnnual General Meeting of the company. The Auditors have further confirmed that they are not disqualified from continuing as Auditors of your Company.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors:

The Company was not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been appointed

Secretarial Audit:

Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Rakhi Dasgupta of M/s. Rakhi Dasgupta and Associates, PracticingCom-pany Secretary, to undertake the Secretarial Audit of the Company for FY 2022-23. The Secretarial Audit Report for FY 2022-23 is enclosed as Annexure-A to this report.

The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, M/s.M.C. Asawa & Co Was appointed by the Board of Directors to conduct an internal audit of the Company for the financial year 2022-2023.

18. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

Your Company has anInternalFinancial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted a proper system ofInternal Control and RiskManagement to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

19. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company's operations in future.

20. MEETINGS OF THE BOARD:

The Board met 12(Twelve) times during the financial year 2022-23. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its committees and independent directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of the Chairman, the Non-Independent Directorsand the Board as a whole was carried out by the IndependentDirectors in a Separate Meeting held on February 13, 2023. Theexercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and RemunerationCommittee. Based on performance of the board as a whole and its committees were proactive, effective and contributing to the goals of the Company.

22. RELATED PARTY TRANSACTIONS:

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature.

Pursuant to the provisions of section 188 of Companies Act,2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm's length basis.

There were certain materially significant transactions with related parties during the financial year for which approval was obtained from the shareholders. The details of the same are given in the notes to the Financial Statements, also information in form AOC-2 is annexed herewith.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and the same can be accessed at the below mentioned link https://www.kesarlands.com/investors The details of the transactions with RelatedParty are provided in the accompanying financial statements.

23. DIRECTORS AND KMP:

Pursuant to Section 152 of the Companies Act, 2013 and theArticles of Association of the Company, Mr. Sachin Gupta is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Utsav Bhavsar was, on recommendation ofNomination and Remuneration Committee,appointed by the Board of Directors as an additional director (Independent) under section 161 of theCompanies Act, 2013 w.e.f. April 19, 2023 who shall hold office upto the date of ensuing AnnualGeneral Meeting. The Company has received a notice as per the provisions of Section 160 of theCompanies Act, 2013 from a member proposing his appointment as Director. He is proposed to be appointed as an Independent Director for a period of five years i.e., to hold office upto April 19, 2028.The Board of Directors proposes to regularize his appointment by way of passing special resolution.

The details relating to changes in directors and key managerial personnel during the year under review are as under:

1. Mr. Ajay Pandey was appointed as an Additional Director (Independent) of the company w.e.f April 07, 2022 and Ms. Sangeeta Gupta was appointed as an Additional Director (Non-executive) of the Company w.e.f. April 07, 2022 and both were regularized as directors in the extra-ordinary general meeting held on April 07, 2022.

2. Mr. Sachin Gupta was re-designated as Managing Director and Mr. Yash Gupta was re-designated as Whole-time Director of the company w.e.f April 07, 2022 and the same was also confirmed by the members in their extraordinary general meeting held on April 07, 2022.

3. Ms. Twinkle Sharma, Company Secretary and Compliance officer of the Company has resigned w.e.f. February 13, 2023 and pursuant to the provisions of section 203 of the Companies Act, 2013 and applicable provisions of listing regulations, the Company has appointed Ms. Prachi Wekhande as Company Secretary and Compliance officer of the Company w.e.f. February 13, 2023.

Further after the closure of the financial year,

4. Mr. Rajesh Chaware Independent Director of the Company has resigned w.e.f April 19, 2023.

5. Ms. Prachi Wekhande, Company Secretary and Compliance officer of the Company has resigned w.e.f. April 19, 2023 and pursuant to

The requisite particulars in respect of Directors seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

Independent Director Declaration:

Your Company has received a necessary declaration from each independent director under section 149(7) of the CompaniesAct, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. TheIndependent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Data bank maintained with the Indian Institute of CorporateAffairs ('IICA') in terms of Section 150 of the Act read withRule 6 of the Companies (Appointment & Qualification ofDirec-tors) Rules, 2014.

24. COMMITTEES OF BOARD

With an objective of strengthening the governance standards and to comply with the applicable statutory provisions, theBoard has constituted various committees. Details of suchCommittees constituted by the Board are given in theCorporate Governance Report, which forms part of thisAnnual Report.

25. REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee underSection 143(12) of the Act details of which needs to be mentioned in this Report.

26. PREVENTION OF SEXUALHARASSMENT:

Your Company has zero tolerance towards sexual harassment at the workplace and have a policy on prevention, prohibitionand redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act,2013 and the Rules thereunder. As required under law,an Internal Complaints Committee has been constitutedfor reporting and conducting inquiry into the complaintsmade by the victim on the harassments at the work place.During the year under review, there were no cases filedpursuant to the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act,

2013.

27. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company's website at https://www.kesarlands.com/investors

28. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-B to this report.

The information required under Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules,

2014, forms part of this Annual Report.

Having regard to the provisions of Section 134 and Section136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information.However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to theCompany Secretary at the Registered Office of the Company Or email to cs@ kesarlands.com.

29. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134(3)(m) of the CompaniesAct, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo,pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure-C to the Report.

30. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or applicability pertaining to these matters during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii. Change in the nature of business of the Company

iv. Issue of debentures/bonds/warrants/any other convertible securities.

v. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

vi. Instance of one-time settlement with any Bank orFinancial Institution.

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled yourCompany to remain at the forefront of the industry. Your Directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to theBanks, Financial Institutions, Central and State GovernmentDepartments, their Local Authorities and other agencies working with the Company for their guidance and support.