Disclosure of material issue

KL/SEC/2026‐27/56 Date: 31st October, 2026 To, To, The Manager- Listing The Manager- Listing National Stock Exchange of India Limited, BSE Limited, Exchange Plaza, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Bandra (E), Mumbai-400 051 Dalal Street, Mumbai- 400 001 NSE Symbol: KAMDHENU B S E Scrip Code: 532741 Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Dear Sir/Madam, This is in furtherance to our earlier intimation made vide Letter No. KL/SEC/2025- 26/83 on 21st March, 2026 and Letter No. KL/SEC/2025-26/88 on 30th March, 2026, regarding allotment of 2,96,45,000 warrants convertible into Equity Shares and conversion of 1,46,45,000 warrant into Equity Shares (respectively) of Kamdhenu Ventures Limited (“KVL”) to the Company. Here, we would like to inform that pursuant to the authorisation given by the Board of Directors, the company has paid an amount of Rs. 7,65,00,000/- (Rupees Seven Crore Sixty Five Lakh only) being 75% of the amount towards conversion of balance 1,50,00,000 warrants into Equity Shares of KVL in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The KVL shall allot 1,50,00,000 Equity Shares pursuant to conversion of 1,50,00,000 warrants to the Company in due course. The details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular no HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026, in connection with the Acquisition, is enclosed as Annexure‐ A. We request you to kindly take the same on records. Thanking you, Yours faithfully, For Kamdhenu Limited Khem Chand, Company Secretary & Compliance Officer FCS: 10065 Encl.: as above. Annexure – A Disclosure under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular no. HO/49/14/14(7)2025‐CFD‐POD2/I/3762/2026 dated 30th January, 2026 are as under: S. No. Particulars Details 1. Name of the target entity, details Kamdhenu Ventures Limited (“KVL”)‐ in brief such as size, turnover etc.; Listed on NSE and BSE Details of financials of KVL: FY 2025‐26 (i) On Standalone Basis: Authorised Capital: Rs. 4150.00 Lakhs (Equity: Rs. 3700.00 lakhs and Preference Share: Rs. 450.00 lakhs) Paid Up Capital: Rs. 3290.00 Lakhs (Equity) (Non diluted) Turnover: Nil EBIDTA: Rs. (88.11) Lakhs (ii) On Consolidated Basis: Turnover: Rs. 24526.25 Lakhs EBIDTA: Rs. 948.43 Lakhs 2. Whether the acquisition would Yes, Kamdhenu Limited (“KL” or fall within related party “Company”) and KVL part of same transaction(s) and whether the Promoter Group. promoter/ promoter group/ group companies have any Since the equity shares/warrants interest in the entity being convertible into equity shares will be issued acquired? If yes, nature of interest by KVL to KL on a preferential basis in and details thereof and whether accordance with the SEBI (Issue of Capital the same is done at “arm’s and Disclosure Requirements) Regulations, length”; 2018, the transaction qualifies as being at arm’s length. Further, since this investment does not fall under material related party transaction, the approval of Shareholders is not required. 3. Industry to which the entity being Paint Industry (Operating through its acquired belongs; Wholly owned Subsidiary, Kamdhenu Colour & Coatings Limited) 4. Objects and impact of acquisition This is a Strategic Investment in Group (including but not limited to, Paint Business by the Company. Kamdhenu disclosure of reasons for Ventures Limited does not have any acquisition of target entity, if its standalone operational business and carries business is outside the main line on the paints and coatings business through of business of the listed entity); its wholly-owned subsidiary, Kamdhenu Colour and Coatings Limited (“KCCL”). As per the current business plan, the funds raised by KVL through the said issue of warrants shall be invested in KCCL and utilised for business expansion and launch of new product lines. The investment enables Kamdhenu Limited to participate in the future growth of the paints and coatings business of the Kamdhenu Group through its strategic investment in KVL. The Board considered that the issue price of Rs. 6.80/- per warrant is considered favorable in view of the prevailing market price of the equity shares of KVL and its historical trading levels. The investment is expected to provide potential capital appreciation and long-term value to Kamdhenu Limited, while aligning with the Group’s growth strategy. The Board considers that the aforesaid investment is in the best interest of the Company and its shareholders. 5. Brief details of any governmental No governmental or regulatory approval or regulatory approvals required required. for the acquisition 6. Indicative time period for The allotment of Equivalent number of completion of the acquisition; Equity shares on conversion of 1,50,00,000 warrants is expected to be completed within 15 days. 7. Consideration - whether cash consideration or share swap or Cash Consideration any other form and details of the same; 8. Cost of acquisition and/or the Total cost of current Acquisition of price at which the shares are 1,50,00,000 equity shares is Rs. acquired; 10,20,00,000/-. Rs. 2,55,00,000/- being 25% of total cost was paid at the time of allotment of respective warrants and Rs. 7,65,00,000/- being 75% of total amount is paid on conversion of balance 1,50,00,000 warrants into equity shares. 9. Percentage of shareholding / 1,50,00,000 Equity shares will be acquired control acquired and / or number pursuant to conversion of warrants into of shares acquired; Equity Shares. Post allotment of aforesaid 1,50,00,000 Equity shares of KVL, the total holding of the Company in KVL will be 8.62% of post issue paid up capital of KVL. 10. Brief background about the entity KVL a company registered under the acquired in terms of Companies Act, 2013, was incorporated on products/line of business 19th October, 2019 Listed on NSE and BSE. acquired, date of incorporation, history of last 3 years turnover, Company is engaged in business of country in which the acquired Manufacturing & Trading activities of paints entity has presence and any other products. However as per the latest significant information (in brief); Financial Statements the Company does not have any business on standalone basis, since the whole paint business is being carried out through its wholly owned subsidiary, Kamdhenu Colour and Coatings Limited in terms of the scheme of arrangement as approved by the Hon’ble NCLT Chandigarh Bench vide its order dated 3rd June, 2022. KVL operations are limited to India. The current paid-up share capital of the KVL is Rs. 3290.00 Lakhs and the turnover for the last three financial years is as below: Financial Turnover (Rs. In Lakhs) Year Standalone Consolidated 2025-26 Nil 24,526.25 2024-25 Nil 26,610.48 2023-24 Nil 29,170.90 Thanking you, Yours faithfully, For Kamdhenu Limited Khem Chand, Company Secretary & Compliance Officer FCS: 10065