Three directors resigned effective close of business hours on September 12, 2026 due to change in control following the acquisition by Frontier Warehousing Limited.
Ms. Jikyeong Kang (DIN: 08045661), Non-Executive Director (Non-Independent), resigned citing change in ownership and management per Share Purchase Agreement dated December 4, 2025.
Mrs. Mangala Radhakrishnan Prabhu (DIN: 06450659), Non-Executive Independent Director, resigned due to change in control with no other material reasons.
Mr. Satish Narain Jajoo (DIN: 07524333), Non-Executive Independent Director, resigned due to change in control with no other material reasons.
All resignation letters confirmed no claims against the company and requested necessary filings with Registrar of Companies (Form DIR-12) and Stock Exchanges.
New Appointments
Mrs. Nikita Rateria appointed as Company Secretary and Compliance Officer effective September 12, 2026. She is a qualified Company Secretary (ICSI Membership No. A36115) with experience in corporate governance, compliance, secretarial law, and regulatory matters.
Three new Non-Executive Independent Directors appointed effective September 12, 2026 for 5-year terms, subject to members' approval:
Mrs. Charu Rajgharia (DIN: 05329700) - Project designer and senior partner at Design Definitions, Kolkata, with experience in corporate and domestic projects.
Mr. Himanshu Ranjan (DIN: 10950872) - Director with over 37 years experience at Indian Oil Corporation including energy management, marine and institutional business.
Mr. Aninda Chatterjee (DIN: 01760865) - Business leader with over 37 years experience in finance, restructuring, digital platforms and governance.
Mr. Amit Agarwalla (DIN: 00413345) appointed as Additional Non-Executive Director effective September 12, 2026 for 5 years up to September 11, 2031, subject to members' approval. Holds MBA from Manchester Business School and has been associated with the business for 16 years specializing in finance.
Mr. Gautam Agarwalla (DIN: 00413204) appointed as Additional Director & Managing Director effective September 12, 2026 for 5 years up to September 11, 2031, subject to members' approval. Graduate in Finance, Marketing and Economics from Wharton Business School with association in warehousing business since 1996.
Relationships and Eligibility
Mr. Amit Agarwalla and Mr. Gautam Agarwalla are brothers.
All newly appointed directors confirmed they are not related to other directors and are not debarred from holding office by virtue of any SEBI order or order of any other authority.
Key Financial or Operational Approvals
The acquisition of 13,29,69,279 Equity Shares representing 42.80% of equity share capital by Frontier Warehousing Limited was completed on September 12, 2026 per Share Purchase Agreement dated December 4, 2025.
Frontier Warehousing's aggregate shareholding increased from 84,525 equity shares (0.01%) to 13,30,53,804 equity shares (42.81%) of the Company.
Frontier Warehousing has acquired control of the Company and become the Promoter under SEBI LODR Regulations.
Strategic or Business Context
The registered office of the Company is being shifted from 9/1 R.N. Mukherjee Road, Birla Building, Kolkata-700001 to East India House, 20B Abdul Hamid Street, 3rd Floor, Kolkata-700069 within the same city.
The promoter & promoter group is being reclassified under Regulation 31A of SEBI LODR Regulations, 2015.
Any Other Material Information
The Board Meeting commenced at 11:20 a.m. and concluded at 11:45 a.m. on September 12, 2026.
Mr. Samir Kumar Ray (Chief Financial Officer) and Mrs. Nikita Rateria (Company Secretary & Compliance Officer) are authorized to determine materiality and make disclosures to Stock Exchanges.
Company contact: P +91 33 2243 5453, 2210 9455; E: corporat@kesoram.com
