We wish to inform you that the Extra-Ordinary General Meeting ("EGM") of the Members of the Company is scheduled to be held on Tuesday, August 25, 2026, at 05:00 P.M. (IST) through Video ....

Date: July 31, 2026 BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 Security Code: 543542 Subject: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Notice of Extra-Ordinary General Meeting of the Members. Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), we wish to inform you that the Extraordinary General Meeting ("EGM") of the Members of the Company is scheduled to be held on Tuesday, August 25, 2026, at 05:00 P.M. (IST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), in accordance with the applicable provisions of the Companies Act, 2013 and the relevant circulars issued by the Ministry of Corporate Affairs and SEBI, to transact the business as set out in the Notice convening the EGM. Pursuant to the above, please find enclosed the Notice of the Extraordinary General Meeting along with the Explanatory Statement, which is being sent electronically to those Members whose e-mail addresses are registered with the Company/Depositories. The Company has provided the facility to its Members to cast their votes electronically through remote e-voting as well as e-voting during the EGM on the resolution(s) set out in the Notice. The remote e-voting period shall commence on Saturday, August 22, 2026, at 9:00 A.M. (IST) and shall end on Monday, August 24, 2026, at 5:00 P.M. (IST). The Notice of the EGM is also available on the website of the Company at www.kesarlands.com. This is for your information and record. Thanking you, Yours faithfully, For Kesar India Limited Aditi Anup Deshmukh Company Secretary and Compliance Officer KESAR INDIA LIMITED (Formerly known as Kesar India Private Limited, Kesar Impex (India) Private Limited) Website: www.KesarLands.Com, Email: Info@KesarLands.com, Tel: +91 7122546666, +91 7122568888 Registered Office: 2nd Floor, Saraf Chambers, Mount Road, Sadar, Sadar Bazar, Nagpur 440 001 MH India. CIN: L51220MH2003PLC142989 KESAR INDIA LIMITED CIN: L51220MH2003PLC142989 Registered Office: 2nd Floor, Saraf Chambers, Mount Road, Sadar, Nagpur, Maharashtra – 440001, India Email: cs@kesarlands.com | Website: www.kesarlands.com Notice of Extra-Ordinary General Meeting Notice is hereby given that the Extra-Ordinary General Meeting (“EGM”) of the members of Kesar India Limited ("the Company”) will be held on Tuesday, August 25, 2026, at 05:00 PM (IST) through video conferencing (“VC’’)/ other audio-visual means (“OAVM”) to transact the following business: Special Business: Item No. 1: Issuance of up to 17,31,752 Equity Shares of Kesar India Limited (“the Company”) on a preferential basis to the shareholders of M/s. Kesar Lands Private Limited (“KLPL”) through Share Swap of fully paid-up shares. To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under (including any statutory amendment(s) or modification(s) thereto or re- enactment(s) thereof for the time being in force), enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreement entered with BSE Limited, the “Stock Exchange”, where the shares of the Company are listed and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India, as amended (“SEBI”), including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 as amended (“SEBI Takeover Regulations”) and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Ministry of Corporate Affairs, SEBI and/or any other competent authorities, and subject to the approvals, consents, permissions and/or sanctions, as may be required from the Government of India, SEBI, Stock Exchange and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee duly constituted by the Board or any committee, which the Board may hereinafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), the consent of the members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, on a preferential basis, up to 17,31,752 (Seventeen Lakh Thirty-One Thousand Seven Hundred and Fifty Two) Equity Shares of the Company having face value of Rs. 10/- (Rupees Ten Only) each, at an issue price of Rs. 900/- (Rupees Nine Hundred Only) per Equity Share (“Subscription Shares”), which is not less than the price determined in accordance with the provisions of Chapter V of the SEBI ICDR Regulations, for consideration other than cash, towards the payment of the total purchase consideration of up to Rs. 1,55,85,77,800/- (Rupees One Hundred Fifty-Five Crore Eight Five Lakh Seventy-Seven Thousand and Eight Hundred Only) payable by the Company to the shareholders of M/s. Kesar Lands Private Limited (“KLPL”) (“Proposed Allottees”), for acquisition of 10,000 (Ten Thousand) Fully Paid-up Equity Shares of Face Value of Rs. 10/- each, held by Proposed Allottees (“Purchase Shares”), on such terms and conditions as agreed by the parties or as may be determined by the Board in accordance with the provisions of SEBI ICDR Regulations and other applicable laws, to the below mentioned allottees belonging to the “Promoter and Promoter Group” (“Proposed Allottees”) in the manner as follows: Sr. No. Name of the Proposed Allottee Category No. of Equity Shares (up to) 1. Yash Gopal Gupta Promoter & Promoter Group 8,65,876 2. Sangeeta Gopalchand Gupta Promoter & Promoter Group 8,65,876 Total 17,31,752 RESOLVED FURTHER THAT in terms of the provisions of Regulation 161 of Chapter V of SEBI ICDR Regulations, 2018, the Relevant Date for determining the minimum issue price shall be Friday, July 24, 2026, which is 30 days prior to the date of the Extraordinary General Meeting (“EGM”) of the shareholders of the Company scheduled to be held on Tuesday, August 25, 2026. RESOLVED FURTHER THAT the aforesaid issue of Equity Shares shall be subject to the following terms and conditions: (i) The Subscription Shares so offered, to be issued and allotted to the Proposed Allottees, are being issued for consideration other than cash, towards discharge of total purchase consideration payable by the Company for acquisition of Purchase Shares held by the Proposed Allottees and will constitute full consideration for the Subscription Shares to be issued by the Company to the Proposed Allottees pursuant to this resolution. (ii) The Subscription Shares to be issued and allotted shall be fully paid-up and rank pari-passu with the existing equity shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof and be subject to the requirements of all applicab [Showing first 8,000 characters — download PDF for full document]