Kesar India Limited has submitted a regulatory disclosure to BSE Limited regarding the acquisition of 100% equity stake in Kesar Lands Private Limited (KLPL).

Transaction Details

  • Date of Board Approval: July 29, 2026
  • Transaction Type: Acquisition of 100% equity stake
  • Target Company: Kesar Lands Private Limited (CIN: U70102MH2010PTC209162)
  • Execution: Share Purchase Agreement executed on July 29, 2026
  • Shares Acquired: 10,000 fully paid-up equity shares of face value ₹10 each
  • Acquisition Price: ₹1,55,857.78 per share
  • Total Purchase Consideration: ₹1,55,85,77,800 (Rupees One Hundred Fifty Five Crore Eight Five Lakh Seventy Seven Thousand and Eight Hundred Only)

Consideration Structure

The purchase consideration will be discharged through a share swap arrangement involving:

  • Issuance of up to 1,731,752 fully paid-up equity shares of Kesar India Limited
  • Issued on a preferential basis
  • Face value: ₹10 per share
  • Issue price: ₹900 per equity share
  • To be issued to existing shareholders of Kesar Lands Private Limited

Regulatory Approvals Required

The acquisition is subject to:

  • Approval of shareholders of Kesar India Limited
  • Compliance with Chapter V of SEBI ICDR Regulations
  • Compliance with Companies Act, 2013
  • Other applicable regulatory/statutory approvals
  • In-principle approval from stock exchanges for preferential issue

Corporate Status Post-Acquisition

Pursuant to the acquisition, Kesar Lands Private Limited will become a Wholly Owned Subsidiary of Kesar India Limited.

Target Company Details (Kesar Lands Private Limited)

  • Incorporation Date: October 19, 2026 [Note: This appears to be a typographical error in the original document as it references future incorporation]
  • Authorized Share Capital: ₹10,00,000
  • Paid-up Capital: ₹1,00,000
  • Business Activities: Real estate development including acquisition, development, and trading of properties, commission agent, broker
  • Turnover History:
  • FY 2023-24: Nil
  • FY 2024-25: Nil
  • FY 2025-26: Nil
  • Geographic Presence: India

Related Party Transaction

The acquisition constitutes a related party transaction under the Companies Act, 2013. The promoter group holds 100% of Kesar Lands Private Limited:

  • Yash Gopal Gupta: 5,000 shares (50%)
  • Sangeeta Gopal Gupta: 5,000 shares (50%)

The company states that the investment is being done on an arm's length basis.

Strategic Rationale

The acquisition will enable Kesar India Limited to:

  • Strengthen its presence in real estate and infrastructure sector
  • Expand capabilities in project development and execution
  • Access new business opportunities
  • Enhance project portfolio
  • Support long-term growth strategy
  • Create sustainable value for stakeholders

Timeline for Completion

The acquisition will be completed within 15 days from the later of:

1. Date of approval of special resolution for preferential issue of equity shares

2. Receipt of last approval/permission required for allotment under preferential issue from any regulatory authority or Central Government

Compliance Reference

The disclosure includes Annexure A with details as required under SEBI LODR Regulations, 2015 read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.