Kalpataru Limited has scheduled its 38th Annual General Meeting (AGM) for Monday, August 03, 2026, at 4:00 P.M. IST via Video Conferencing (VC) or Other Audio-Visual Means (OAVM). The meeting will transact ordinary business, including the adoption of financial statements for FY 2025-26 and the re-appointment of Mr. Narendra Kumar Lodha as a Director liable to retire by rotation. Shareholders will also vote on special resolutions concerning the approval of commissions to Independent Directors and the sale or leasing of assets exceeding 20% of its material subsidiary, Kalpataru Properties Limited (KPL).

The Board has recommended the ratification of remuneration payable to Cost Auditor Messrs. V. B. Prabhudesai & Co. for FY 2026-27, amounting to ₹1,75,000 plus applicable taxes. Additionally, the appointment of Messrs. Rathi & Associates as Secretarial Auditors for a term of five years from FY 2026-27 to FY 2030-31 is proposed. The meeting will also seek approval for material related party transactions involving a shortfall undertaking and personal guarantee by Mr. Parag M. Munot, Managing Director and Promoter, for term loans and NCD issuances aggregating up to ₹1,750 crore.

E-Voting and Participation Details

Members entitled to vote must have their names recorded in the Register of Members or the List of Beneficial Owners as of Monday, July 27, 2026. Remote e-voting commences on Thursday, July 30, 2026, at 09:00 A.M. IST and concludes on Sunday, August 02, 2026, at 05:00 P.M. IST. Members who have voted remotely cannot vote again during the AGM but may attend the meeting via VC/OAVM.

Access to Documents

The Notice of the 38th AGM and the Annual Report for FY 2025-26 are available electronically. Members with registered email addresses received the documents on July 10, 2026. Physical copies will be dispatched upon request. The documents are accessible on the company’s website, BSE, and NSE platforms.

Kalpataru Ltd approved the amalgamation of its step-down subsidiary, Kalpataru Hills Residency Private Limited (KHRPL), with its wholly-owned subsidiary, Kalpataru Properties (Thane) Limited (KPTL). The boards of KPTL and KHRPL approved the Scheme of Amalgamation on July 8, 2026, under Section 233 of the Companies Act, 2013. The restructuring is an internal reorganization aimed at streamlining the group structure, optimizing operations, and reducing costs across group companies.

Merger Structure and Financial Impact

The amalgamation involves the merger of KHRPL, a wholly-owned subsidiary of KPTL, into KPTL. Both entities are primarily engaged in the business of real estate development. Upon effectiveness of the scheme, Kalpataru Ltd will continue to hold a 100% stake in KPTL, with no change in the shareholding pattern of the listed entity. The company stated that the proposed restructuring will not have any significant impact on its consolidated or standalone financial position, and no cash consideration is payable under the scheme.

The following table presents the standalone financial details of the entities involved in the merger for the year ended March 31, 2026:

Rationale and Regulatory Approvals

The rationale for the merger includes simplifying the corporate structure, bringing synergy in operations, and achieving optimum utilization of resources. The scheme is subject to the sanction of the Regional Director, Ministry of Corporate Affairs, as well as receipt of necessary approvals from the classes of members and/or creditors of the transferor and transferee companies. The information was submitted to the National Stock Exchange of India Limited and BSE Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.