1. Withdrawal of Proposed Preferential Issue

The Board decided to withdraw the previously approved preferential issue of 8,60,86,956 Equity Shares at an issue price of ₹11.50 per share, aggregating to ₹98,99,99,994. This proposal was originally approved by the Board on September 17, 2026, and by shareholders at the 32nd Annual General Meeting on September 29, 2026.

The withdrawal decision was taken due to prevailing market conditions and the unwillingness of the proposed allottees to proceed with the transaction at the current issue price. The company had filed Application No. 279330 with BSE Limited for in-principle approval, which remained pending as of the meeting date. The Board authorized the Directors and/or Company Secretary to make necessary disclosures to BSE Limited, withdraw the application, and undertake all related actions.

2. Alteration of Memorandum of Association Objects

The Board approved the proposal for alteration and realignment of the Main Object Clause (Clause III(A)) of the Memorandum of Association to align with proposed business activities and future growth opportunities. The changes involve:

  • Replacement of existing Clause No. 5 & 6 with New Clause No. 1: To carry on business of providing, supplying, leasing, hiring and renting earth-moving equipment, construction machinery and industrial equipment, along with civil works, infrastructure development, and related consultancy services.
  • Replacement of existing Clause No. 1, 2, 3 & 4 with New Clause No. 2: To carry on business of real estate developers, builders, contractors, and estate agents, including acquiring, developing, constructing, and managing various types of properties and infrastructure projects.
  • Renumbering of existing clauses 7, 8 & 9 as Clause No. 3, 4 & 5
  • Insertion of New Clause No. 6: To carry on business of buying, selling, importing, exporting, trading, distributing, polishing, cutting, processing, manufacturing, and dealing in diamonds, precious stones, gemstones, and related products.

These amendments are subject to shareholder approval by way of Special Resolution through Postal Ballot.

3. Acquisition of Kalind Gems & Diamonds Limited

The Board approved the acquisition of Kalind Gems & Diamonds Limited, an unlisted Public Limited Company, as a Domestic Wholly Owned Subsidiary (DWOS). Key details:

  • Target Entity: Kalind Gems & Diamonds Limited
  • Authorized Capital: ₹10,00,00,000
  • Paid-up Capital: ₹10,00,000 (1,00,000 equity shares of ₹10 each)
  • Turnover: ₹12,85,76,212 (FY 2025-26), ₹17,47,953 (Period from July 15, 2024 to March 31, 2025), NA (FY 2023-24)
  • Industry: Gems, Diamonds and Allied Business Activities
  • Acquisition constitutes a Related Party Transaction as promoters have substantial interest and are Directors of the target company
  • Transaction will be undertaken on an arm's length basis
  • Cost of Acquisition: ₹1,00,00,000 for 1,00,000 equity shares at face value of ₹10 per share
  • Percentage of Shareholding: 100% (Wholly Owned Subsidiary)
  • Incorporation Date: July 15, 2024
  • Country of Presence: India
  • Timeframe: Acquisition formalities to be completed within 30 days from member's approval
  • Consideration: Cash consideration
  • Purpose: To establish a Domestic Wholly Owned Subsidiary and facilitate entry into gems, diamonds and allied activities business segment

4. Fundraising Approval

The Board approved, in principle, a proposal to raise funds aggregating up to ₹500 Crore through one or more permissible modes including:

  • Issuance of Equity Shares on rights basis
  • Preferential issue
  • Issuance of warrants convertible into Equity Shares
  • Any other permissible securities

The final mode will depend on prevailing market conditions and business requirements, subject to approvals from Board, Members, BSE Limited, SEBI and other regulatory/statutory authorities. The Board authorized Directors and/or Company Secretary to explore suitable fundraising options and undertake necessary steps.

5. Postal Ballot Approval

The Board approved the Notice of Postal Ballot for seeking member approval for the requisite resolutions, along with explanatory statements. The Board authorized Directors and/or Company Secretary to undertake all necessary actions and compliances for conducting the Postal Ballot process.

This disclosure will be hosted on the company's website at www.kalindlimited.com.