Kesar Enterprises Ltd

Kesar Enterprises Limited – Trading Window closed from 01.10.2026; will reopen 48 hours after the declaration of Financial Results for the quarter ending 30.09.2026

Nature of restructuring

• Sale of Baheri sugar, distillery and cogen divisions as a going concern.

Entities involved

• Undertaking: Sugar, Distillery and Cogen divisions at Baheri, Bareilly.
• Buyer: Avadh Foods and Multi Warehouse Private Limited, unrelated third party.

Key transaction details

• Cash consideration Rs 431 crore; liabilities deductions apply.
• Completion by Long Stop Date 15 June 2027; approvals required.
• MOU executed; BTA to be executed in due course.
• Sale outside Scheme of Arrangement; compliance with SEBI LODR 37A.
• Not a related party transaction; arm's length.
• Shareholding remains unchanged; no equity issuance.

Financial impact

• Turnover contributed Rs 304.50 crore (division's turnover).
• Total income Rs 315.00 crore; net worth Rs -133.24 crore.
• Total sale consideration Rs 431 crore; adjustments against liabilities.

Rationale and objectives

• Rationale not stated; sale of entire undertaking via slump sale.

Approvals and timeline

• Board approval dated 08 September 2026.
• Long Stop Date for completion: 15 June 2027; may be extended.
• Definitive BTA to be executed; MOU already executed.
• Regulatory approvals under SEBI LODR 37A required.

OTS of Cogeneration Loan

• Board accepted One-Time Settlement of Cogeneration Loan from SDF via IFCI Limited.
• Administrative Approval letter dated 18 August 2026 approving the OTS.
• Settlement amount to be paid within six months from administrative approval.
• Reasons: outstanding Cogeneration Loan dues under the Sugar Development Fund Act scheme.
• OTS sanctioned under Sugar Development Fund Act, 1982 and Rules, 1983.
• Disclosure filed promptly after Board acceptance on 25 August 2026.

AGM Details

• AGM date: 20 August 2026; time and mode not specified.

Documentation Filed

• Voting results and Scrutinizer's report submitted.
• Results uploaded on company website and MUFG India Private Limited site.

AGM Highlights

• Chairman speech delivered at the 91st AGM on 20 August 2026 via video conference.
• Revenue from operations ₹304.50 crore; down from ₹333.97 crore.
• Sugar volumes declined to 6.23 lakh quintals from 7.53 lakh.
• Net loss narrowed to ₹48.41 crore from ₹72.62 crore.
• EBITDA improved to negative ₹11.00 crore from negative ₹38.92 crore.
• Crushing: 55.31 lakh quintals in 98 days; cane area fell to 18,636 ha from 27,012.
• Sugar recovery improved to 10.23% from 9.55%.
• Power division tariff set at ₹4.43/unit for FY2025-26, improving revenue visibility despite limited generation.
• Spirits division remains shut; restart decision around Sep-Oct 2026.
• Outlook: FY2026-27 price steady; new mill within 15 km; cane payment cycle priority.

AGM Details

• AGM held on 20 August 2026 at 3:00 PM via VC/OAVM.
• Chairman & Managing Director chaired; all directors attended via VC.
• Statutory Auditor and Secretarial Auditor representatives attended via VC.
• Meeting concluded at 4:08 PM.

Key Resolutions

• Adoption of audited Balance Sheet, P&L, and Directors’ and Auditors’ Reports (Ordinary).
• Appointment of Shri Devendra J Shah as Director by rotation (re-appointment eligibility) (Ordinary).
• Ratification of remuneration to Shri Rishi Mohan Bansal, Cost Auditor, for FY 2026-27 (Ordinary).
• Approval of Material Related Party Transactions with Kesar Terminals & Infrastructure Limited (Ordinary).

Voting Status

• Voting results to be declared within statutory period.

Financial results

• Board approved unaudited quarterly results for quarter ended 30 June 2026, with Limited Review Report in prescribed format.

Meeting Details

• Board meeting scheduled for 13 August 2026 to consider unaudited results for quarter ended 30 June 2026.

Key Agenda Items

• Consider unaudited financial results for the quarter ended 30 June 2026.

Other Notes

• Trading window is closed and will remain closed for 48 hours after declaration of the results.