Kesar India Ltd

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.

Event overview

• EGM on Aug 25, 2026 via VC/OAVM to approve a share-swap preferential issue.
• Up to 17,31,752 equity shares at Rs 900 per share.
• To KLPL shareholders as consideration for acquiring 10,000 KLPL shares.
• Proposed allottees: Yash Gopal Gupta and Sangeeta Gopalchand Gupta.

Resolution terms

• Type: Special resolution.
• Securities: up to 17,31,752 equity shares at Rs 900.
• Payment: non-cash share swap for KLPL acquisition.
• Proposed allottees: YG Gupta and SG Gupta (Promoter Group).
• Board approved Jul 29, 2026; EGM on Aug 25, 2026.
• Minimum issue price Rs 813.10; issue price Rs 900.
• Lock-in as per ICDR Regulations.
• Listing: Shares to be listed on BSE.
• Authorized officers to execute actions for issue and listing.

Voting outcome

• Voting outcome not provided in filing.

Shareholding impact

• Pre-issue promoter stake: 70.23% (2,11,90,343 shares).
• Post-issue promoter stake (non-diluted): 71.93% (2,37,22,095).
• Fully diluted post-issue promoter stake: 68.83%.
• Total post-issue capital: ~3,29,80,257 shares.
• No change in control; voting rights align with shareholding.

Capital use and rationale

• No cash proceeds; payment via share swap for KLPL.
• Strategic rationale: strengthen real estate and infrastructure, expand project portfolio.

Governance

• No changes to board; promoter-group transaction does not alter control.
• No KMP changes disclosed.

Deal overview

• Target: Nexa Infraspace Private Limited, real estate development entity in India.
• Paid-up capital Rs 1,00,000; turnover Nil as of 31 March 2026.
• CIN: U43299MH2024PTC422523.
• Seller: Mr. Vikrant Jain; not a related party.
• Post-transaction Nexa Infraspace becomes Associate and Related Party under Companies Act and Ind AS.
• Acquisition completed on July 30, 2026.
• Consideration: cash; Rs 20,000 total (Rs 10 per share).
• Shareholding: initial 10% (1,000 shares); post-acquisition 30% (3,000 shares).
• Industry: Construction and Real Estate Development; rationale: strengthen real estate/infrastructure presence and expand project development and execution.
• Regulatory approvals: Not Applicable.
• Background: Incorporated March 30, 2024; real estate development in India; turnover Nil.

Meeting Details

• Board meeting scheduled for Wednesday, July 29, 2026; time and venue not disclosed.

Key Agenda Items

• Consider issuance of instruments (equity/convertible) via rights, preferential, private placement, or other modes, with price determination.

Other Notes

• Trading window closed from today until 48 hours after the board meeting concludes.

Acquisition of Hyderabad Office Space

• Kesar Infraventures Private Limited completed the acquisition of a premium office property in Hyderabad.
• Office Space No. 4A, Third Floor, Aditya Trade Centre, Aditya Enclave, Ameerpet.
• Approximately 7,725 sq ft with six dedicated parking spaces.
• Acquisition undertaken via Kesar Infraventures as part of disciplined capital allocation.
• Hyderabad’s growth hub status supports the group’s long-term South India expansion.
• Six dedicated car parking spaces included.

Dematerialisation/rematerialisation reporting

• Dematerialisation/rematerialisation details for the quarter ended 30 June 2026 furnished to all exchanges.