Nature of the Event

Regulatory intimation of an Extraordinary General Meeting (EGM) to be held for seeking shareholder approval for a preferential issue of equity shares via a share swap arrangement.

Key Quantitative Figures

  • Number of Equity Shares to be Issued: Up to 17,31,752 equity shares of face value ₹10 each.
  • Issue Price: ₹900 per equity share.
  • Total Purchase Consideration: ₹1,55,85,77,800 (One Hundred Fifty-Five Crore Eight Five Lakh Seventy-Seven Thousand and Eight Hundred Only).
  • Shares to be Acquired: 10,000 fully paid-up equity shares of face value ₹10 each of Kesar Lands Private Limited (KLPL).
  • Price per KLPL Share: ₹1,55,857.78.
  • Pre-Issue Paid-up Capital: ₹30,17,14,000 (3,01,71,400 shares).
  • Post-Issue Paid-up Capital (immediate): ₹32,98,02,570 (3,29,80,257 shares).
  • Post-Issue Paid-up Capital (fully diluted): ₹34,46,51,090 (3,44,65,109 shares, assuming conversion of all outstanding warrants and ESOPs).

Dates of Action

  • Board Approval Date: July 29, 2026.
  • EGM Date: Tuesday, August 25, 2026, at 05:00 PM IST.
  • Remote E-Voting Period: Commences Saturday, August 22, 2026, at 9:00 AM IST and ends Monday, August 24, 2026, at 5:00 PM IST.
  • Record Date (Cut-off date) for E-Voting: Tuesday, August 18, 2026.
  • Relevant Date for Price Calculation: Friday, July 24, 2026 (30 days prior to EGM date).
  • Allotment Timeline: To be completed within 15 days from the date of passing the special resolution, or within 15 days of receiving the last required regulatory approval if pending.

Parties Involved

  • Issuer Company: Kesar India Limited.
  • Target Company: M/s. Kesar Lands Private Limited (KLPL).
  • Proposed Allottees (Sellers of KLPL shares): Yash Gopal Gupta (Promoter) and Sangeeta Gopalchand Gupta (Promoter).
  • Stock Exchange: BSE Limited.
  • E-Voting Agency: Central Depository Services (India) Limited (CDSL).
  • Scrutinizer: PI & Associates, Practicing Company Secretary.
  • Valuer: M/s. Corporate Professionals Valuation Services Private Limited.
  • Compliance Certifier: M/s. Suman Goyal & Associates, Practicing Company Secretaries.

Purpose and Rationale

The proposed preferential issue is for consideration other than cash. Its purpose is to discharge the total purchase consideration payable by Kesar India Limited to the shareholders of KLPL for the acquisition of their 10,000 shares in KLPL. The acquisition is intended to strengthen the Company's presence in the real estate and infrastructure sector by expanding its capabilities in project development, execution, and allied activities, providing access to new business opportunities and enhancing its project portfolio.

Financial and Operational Impact

The transaction will result in the acquisition of a 100% stake in KLPL (10,000 shares) by Kesar India Limited. No funds will be received by the Company as the issue is a share swap; therefore, no monitoring agency for fund utilization is required. The acquisition is expected to provide strategic benefits in the real estate sector.

Capital Structure Impact

  • Pre-Issue Promoter Holding: 70.23% (2,11,90,343 shares).
  • Post-Issue Promoter Holding (immediate): 71.93% (2,37,22,095 shares).
  • Post-Issue Promoter Holding (fully diluted): 68.83% (2,37,22,095 shares).
  • Individual Allottee Holdings Post-Issue:
  • Yash Gopal Gupta's holding will increase from 4.80% to 7.01% (immediate) / 6.71% (fully diluted).
  • Sangeeta Gopalchand Gupta's holding will increase from 2.28% to 4.71% (immediate) / 4.50% (fully diluted).
  • There will be no change in the control or management of the Company, but voting rights will change in line with the shareholding pattern.

Lock-in Requirements

The Subscription Shares allotted to the proposed allottees will be subject to a lock-in period as prescribed under Chapter V of the SEBI ICDR Regulations. The entire pre-preferential shareholding of the proposed allottees will also be locked-in as per these regulations.

Other Material Disclosures

  • Valuation: The minimum issue price was determined to be ₹813.10 per share based on a valuation report from Corporate Professionals Valuation Services Pvt. Ltd. The Board decided on an issue price of ₹900, which is higher than the calculated floor price.
  • Preferential Allotments in the Year: The Company has made several preferential allotments in 2026 upon the conversion of warrants, totaling 26,75,196 shares at ₹350 per share to various promoters and non-promoters.
  • Undertakings: The Company provided undertakings stating that it, its promoters, and directors are not wilful defaulters or fugitive economic offenders. The proposed allottees have not sold any shares in the 90 trading days preceding the relevant date.
  • EGM Logistics: The meeting will be held entirely through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The notice has been sent electronically, and the full notice is available on the company's website (www.kesarlands.com) and BSE's website.