Kesoram Industries Limited acknowledged an inadvertent delay in submitting disclosures regarding the resignation of two independent directors, citing a misinterpretation of SEBI regulations.

The company filed a re-submission on September 24, 2026, after BSE Limited queried the late filing. The original announcement, dated September 22, 2026, reported that Jitendra Kumar Agarwal and Rashmi Bihani resigned from the board effective September 17, 2026. Both directors cited a change in control of the company as the reason for their departure.

Regulatory Compliance Clarification

In its clarification to the stock exchanges, Kesoram Industries stated that the delay occurred because the compliance team incorrectly applied the seven-day timeline under Para A(7B) of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company subsequently recognized that the disclosure was required within 24 hours of the event.

The company assured investors and regulators that it would ensure strict compliance with all applicable disclosure requirements within prescribed timelines in the future.

Director Resignation Details

Both resigning directors confirmed there were no other material reasons for their departure beyond the change in control. The following table outlines the key details of their cessation from office:

Other Directorships

The disclosure also listed other listed companies where the resigned directors held positions at the time of their resignation:

• Jitendra Kumar Agarwal: HGI Industries Limited
• Rashmi Bihani: United Credit Ltd, GPT Infraprojects Limited, Shree Karni Fabcom Limited, Balgopal Commercial Limited

The company’s Company Secretary and Compliance Officer, Nikita Rateria, signed both the original announcement and the subsequent clarification letter to the exchanges.

Frontier Warehousing Limited has acquired a 42.80% stake in Kesoram Industries , becoming the company’s new promoter. The off-market transfer of 13,29,69,279 equity shares was finalized on September 11, 2026, pursuant to a Share Purchase Agreement dated December 4, 2025.

The acquisition marks a significant shift in control for the textile and engineering conglomerate. Frontier Warehousing’s shareholding increased from 0.03% (84,525 shares) to 42.83% (13,30,53,804 shares). Consequently, the existing promoter group, led by Manav Investment & Trading Company Limited and other Birla Group entities, has been reclassified from 'Promoter/Promoter Group' to the 'Public' category under Regulation 31A of the SEBI LODR Regulations.

Board Changes and Management Restructuring

The Board of Directors held a meeting on September 12, 2026, to approve several key managerial and directorial appointments alongside the exit of existing board members. The resignations were recorded due to the cessation of control by the previous promoters.

Resignations

Three directors resigned with effect from the end of business hours on September 12, 2026:

• Ms. Jikyeong Kang (Non-Executive Director)
• Mrs. Mangala Radhakrishnan Prabhu (Non-Executive Independent Director)
• Mr. Satish Narain Jajoo (Non-Executive Independent Director)

New Appointments

The board appointed new leadership to align with the change in ownership:

• Gautam Agarwalla was appointed as Additional Director & Managing Director for five years, subject to shareholder approval. He holds a degree in Finance, Marketing, and Economics from Wharton Business School and has been associated with the warehousing business since 1996.
• Amit Agarwalla, brother of Gautam Agarwalla, was appointed as Additional Non-Executive Director for five years, subject to shareholder approval.
• Three new Independent Directors were appointed: Charu Rajgharia, Himanshu Ranjan, and Aninda Chatterjee. Their appointments are subject to members’ approval.
• Nikita Rateria was appointed as Company Secretary and Compliance Officer effective September 12, 2026.

Promoter Reclassification Details

The former promoter group, which collectively held 43.34% (13,46,50,683 shares) prior to the transaction, now holds only 0.54% (16,81,404 shares). The entities seeking reclassification include Manav Investment & Trading Company Limited, Pilani Investment and Industries Corporation Limited, Aditya Birla Real Estate Limited, and various trusts and educational institutions associated with the Birla Group.

The reclassification confirms that the former promoters no longer exercise control over the company’s affairs and hold less than 10% of the total voting rights. The registered office of Kesoram Industries is also being shifted within Kolkata to East India House, 20B Abdul Hamid Street.