Kesoram Industries Ltd

Resolutions proposed

• Item 1 (Special): Aninda Chatterjee, Independent Director, 5-year term (Sept 12, 2026–Sept 11, 2031).
• Item 2 (Special): Himanshu Ranjan, Independent Director, 5-year term (Sept 12, 2026–Sept 11, 2031).
• Item 3 (Special): Rishi Bajoria, Independent Director, 5-year term (Sept 12, 2026–Sept 11, 2031).
• Item 4 (Special): Charu Rajgharia, Independent Director, 5-year term (Sept 12, 2026–Sept 11, 2031).
• Item 5 (Ordinary): Amit Agarwalla, Non-Executive Non-Independent Director, 5-year term (Sept 12, 2026–Sept 11, 2031).
• Item 6 (Ordinary): Gautam Agarwalla appointed Managing Director for five years (Sept 12, 2026–Sept 11, 2031).
• Outcome: Voting results not disclosed in this notice; results to be announced after scrutiny.

Key resolutions

• Board meeting of Cygnet Industries Limited (wholly owned subsidiary) held Sep 29, 2026
• Appointed Mondal & Associates as Cost Auditor for FY 2026-27; remuneration terms approved
• Appointed Kothari & Co., Chartered Accountants, as Internal Auditor for FY 2026-27; fees approved
• Appointed AR Bajaj & Associates LLP as Secretarial Auditor for FY 2026-27; terms rem. approved
• Board approved resignation of Non-Executive Independent Director Deepak Kumar Sharma, effective Sep 29, 2026

Kesoram Industries Ltd — Closure of Trading Window

Resignation of Independent Directors

• Jitendra Kumar Agarwal, Independent Director, resigned effective 17 September 2026 due to change in control; vacancy on board.
• Rashmi Bihani, Independent Director, resigned effective 17 September 2026 due to change in control; no other material reasons.

Promoter change & ownership

• SPA completion on 12-09-2026; Frontier Warehousing now holds 42.81% (13,30,53,804 shares).
• Frontier Warehousing now controls the company and is promoter, per LODR.
• Promoter group re-classification to Public requested under Regulation 31A.

Governance changes & appointments

• Nikita Rateria appointed Company Secretary and Compliance Officer, effective 12-09-2026.
• Resignation of directors: Jikyeong Kang, Mangala Radhakrishnan Prabhu, Satish Narain Jajoo, effective 12-09-2026.
• Appointment of Charu Rajgharia, Himanshu Ranjan, Aninda Chatterjee as Non-Executive Independent Directors, subject to approval.
• Amit Agarwalla appointed Additional Non-Executive Director, subject to shareholders’ approval.
• Gautam Agarwalla appointed Additional Director and Managing Director for five years, subject to approvals.

Open offer status & holdings

• Open Offer completed 18-Mar-2026; SPA completion on 12-Sep-2026.
• Post-transaction promoter shareholding reduced to 0.54% (16,81,404 shares).

Transaction details

• Target Company: Kesoram Industries Limited.
• Disclosing Party: Manav Investment & Trading Company Limited (promoter group).
• Transaction Type: Sale/disposal of shares by promoter group.
• Pre-transaction: 13,46,50,683 shares (43.34%), encumbrances: Nil.
• Voting rights disposed: 13,29,69,279 (42.80%).
• Mode: Off-market sale under SPA dated 04.12.2025.
• Date of transaction: 11.09.2026.
• Post-transaction: 16,81,404 shares (0.54%), encumbrances: Nil.
• Capital before/after: 31,06,63,663 shares; Rs 310,66,36,630; diluted capital unchanged.

Acquirer and promoter status

• Target: Kesoram Industries Limited.
• Acquirer: Frontier Warehousing Limited (promoter group).
• PACs: none listed.
• Exchanges listed: BSE, NSE, Calcutta Stock Exchange.

Pre/post acquisition holdings

• Pre-holding: 84,525 voting rights (0.03%).
• Acquired: 13,29,69,279 voting rights (42.80%).
• Post-holding: 13,30,53,804 voting rights (42.83%).
• Encumbrances/VRs/convertibles: Nil.

Acquisition details

• Mode: Off-market transfer under SPA dated 04-12-2025.
• Date of acquisition/intimation: 11 Sep 2026.
• Equity share capital before/after: 31,06,63,663 shares; Rs 310,66,36,630.
• Total diluted share capital after: 31,06,63,663 shares; Rs 310,66,36,630.

Change in control/management at Cygnet Industries

• Board approved appointments of Gautam Agarwalla and Amit Agarwalla as Non-Executive Non-independent Directors.
• Achintya Pal appointed Whole-time Director of Cygnet Industries Limited.
• Non-Executive Independent Directors appointed: Rishi Bajoria, Goutam Banerjee, Charu Rajgharia.
• Appointments effective from September 12, 2026, subject to regulatory requirements.
• Nikita Rateria appointed Company Secretary from September 12, 2026.
• Snehaa Shaw resigned as Company Secretary with immediate effect.
• Resignations of Non-Executive Independent Directors Sarat Priya Patjoshi, Kashi Prasad Khandelwal, Satish Narain Jajoo.
• Shareholding in Cygnet remains unchanged; it remains a wholly owned subsidiary.
• Board meeting duration was 1:00 PM to 1:30 PM.
• Disclosure under Regulation 30(9) of SEBI LODR made.

Director cessation

• Rishi Bajoria, Non-Executive Independent Director, ceased Aug 18, 2026; served Aug 6–18, 2026; appointment not regularised at AGM.