Kesar India Ltd

AGM details

• AGM held on Sep 30, 2026 from 11:30 to 11:40 via VC/OAVM.
• E-voting window ran Sep 27–Sep 29, 2026; voting available during the meeting.

Key resolutions

• Adopt standalone financial statements for FY ended Mar 31, 2026.
• Adopt consolidated financial statements for FY ended Mar 31, 2026.
• Re-appoint Sachin Gopal Gupta (DIN: 07289877) by rotation.
• Approve three material related party transactions (ordinary resolutions).

Voting status

• Detailed voting results to be submitted separately.

Governance note

• Scrutinizer appointed for e-voting.

Kesar India Limited — Trading window closed for Designated Persons and their Immediate Relatives from Thursday, October 01, 2026 till 48 hours after the announcement of the Unaudited Financial Results of the Company for the half year ending on September 30, 2026.

Target overview

• Target entity: Kasa Kesar Realty Private Limited, Nagpur-based real estate and construction firm.
• Authorized capital Rs 5,00,000; paid-up capital Rs 1,00,000.
• Turnover Nil; yet to commence business operations.
• Incorporated in Nagpur, India on September 9, 2026.

Acquisition details

• Cash consideration of Rs 50,010 for 5,001 equity shares at Rs 10 each.
• Acquired stake: 50.01% of the subsidiary.
• Nature of consideration: cash.

Rationale & scope

• Object is to expand current business through a subsidiary.

Regulatory & timeline

• Regulatory approvals: Not Applicable.
• Indicative completion timeline: Not Applicable.

Background of target

• Business scope includes construction, real estate development, and related services.

Financial performance

• Consolidated revenue from operations rose to ₹176.5 crore, up 64% YoY.
• EBITDA ₹46.2 crore; EBITDA margin 26.2%.
• PAT ₹29.98 crore; PAT margin 16.9%.
• Basic consolidated EPS ₹10.46 for FY26.
• Net debt ₹467.86 lakh; gearing 0.02x.
• Debt to equity (gross borrowings to net worth) 0.18x.
• Grohe-Hurun 2025: 6th in revenue growth; ET Emerging Developer of the Year 2025.

Development & land bank

• Pipeline of 29 projects with GDV > ₹5,100 crore; 3-5 years execution visibility.
• Land bank ~12.24 msf; large-scale Nagpur-focused expansion.
• 6 msf developable area anchored by Kesar Gateway (1.5 msf).
• Forthcoming projects total ~12.1 million sq ft saleable area.
• International expansion: Kesar Middle East FZCO; UAE trading/PropTech exploration.

Capital structure & liquidity

• Equity capital expanded to ₹31.24 crore post-2025; warrants/ESOP conversions.
• Total warrant proceeds: ₹273.72 crore; ₹158.75 crore received by 31 Mar 2026; ₹103.97 crore due.
• Warrants converted: 37.72 lakh; outstanding: 39.60 lakh warrants.
• Dividend declared: none for FY26.

Business developments & strategy

• FY26 marked shift to a multi-year development platform; structured land-pipeline approach.
• First major EPC contract secured post-year (~₹160 crore) for Byculla redevelopment.
• Exploring solar power opportunities and Dubai/international real estate avenues.
• Plan to expand into NCR, Hyderabad, Bengaluru, Chennai, Vijayawada, Kanpur.

Governance, risk & controls

• Board of 6 directors; Ajay Pandey resigned Nov 2025; two independent directors added.
• Audit Committee oversight; monitoring agency engaged for warrant proceeds.
• Internal audits; secretarial audits; no fraud reported in FY26.

Subsidiaries, associates & investments

• Wholly owned: Kesar Middle East FZCO; Kesar Green Power; Kesar Naturals; Kesar Infraventures; Mahashakti.
• Associate: Trinity Buildcorp LLP; multiple other Nagpur-based units.
• Consolidated stance: 12 subsidiaries; 1 associate; robust group governance.

CSR, ESG & shareholder matters

• CSR spend ₹27.22 lakh; 2% of average net profit committed for FY26.
• CSR committee: 2 meetings; Kesar Hope Foundation funded.
• ESOPs: 781 shares allotted; ESOP policy on company website.

Outlook & risks

• Aim: convert ₹5,100 crore GDV into revenue in 3-5 years.
• Tailwinds: infrastructure push in Nagpur; policy support; easing financing costs.
• Risks: real estate cyclicality, execution on large greenfield pipeline, and diversification risk.

Audit & disclosures (governance flags)

• Auditors: M/s RHAD & Co; unmodified reports on standalone and consolidated.
• Secretarial audit: Prachi Bansal & Associates; compliance ongoing.
• Management certification of financials; disclosure of related party transactions per policy.

EGM results

• EGM held on August 25, 2026 via VC/OAVM.
• Total shareholders on record date: 806.
• VC attendance: promoters 2, public 10.
• Resolutions passed: 1.

Special Business

• Issue up to 1,731,752 equity shares on a preferential basis to KLPL shareholders via swap.
• Voting results not provided in the excerpt.

Key parties and holding changes

• Target is Kesar India Limited, listed on BSE Limited.
• Acquirer is Minerva Ventures Fund; PACs are not listed.
• Acquirer is not part of promoter/promoter group.
• Stock exchange is BSE Limited.
• Pre-acquisition holding consisted of 1,097,200 shares (3.51%).
• Post-acquisition holding consisted of 2,275,200 shares (6.9932%).
• Mode of acquisition was Open Market.
• Date of acquisition was 17 August 2026.
• Equity share capital before acquisition: 31,248,505 shares of Rs 10.
• Equity share capital after acquisition: 31,248,505 shares of Rs 10.
• Total diluted share/voting capital after acquisition: 31,248,505 shares.
• Acquired 1,178,000 voting-rights shares (3.77%); no VRs or warrants.
• Salient features: redemption time 17 August 2026; no conversion ratio.

Issue Overview

• Type: Preferential Issue; securities: Fully Convertible Warrants and equity shares.
• Total issue size revised downward due to undersubscription; net proceeds not disclosed.
• Main objectives: funding land acquisition and project development; General Corporate Purposes.

Utilisation of Proceeds

• Utilisation as per offer document: Yes.
• Deviations from objectives: Not applicable.
• Object 1 (land acquisition/project development): End-quarter unutilised balance Rs 86.68 crore; partial quarterly utilisation.
• Object 2 (General Corporate Purpose): End-quarter unutilised Rs 6.62 crore; utilised for loan repayments.
• Object 3 (loan converted against warrants): No movement; fully accounted with warrants conversion.
• Total unutilised funds: Rs 93.30 crore.
• Unutilised proceeds deployed: Monitoring Account and fixed deposits totaling Rs 31.28 crore.

Governance and Compliance

• Approvals: All stated approvals; no material deviations requiring shareholder approval.
• Material events: Related party transactions for land advance payments within approvals.
• Additional information: MA notes objective monitoring; no additional actions required.

General Corporate Purpose (GCP)

• GCP utilised during the quarter: Rs 11.67 crore.
• Breakup: Bank charges Rs 408.87; loan repayments Rs 5.689 crore and Rs 5.99 crore.
• Board approval for allocation: Not explicitly stated in the report.