Kalpataru Limited has successfully completed its postal ballot process, with shareholders overwhelmingly approving all four ordinary resolutions related to material related party transactions. The voting results, announced on February 2, 2026, demonstrate strong shareholder confidence in the company's strategic business relationships.

Postal Ballot Overview

The postal ballot was conducted exclusively through remote e-voting from Saturday, January 3, 2026, at 9:00 a.m. (IST) to Sunday, February 1, 2026, at 5:00 p.m. (IST). The company appointed Yogesh Singhvi (Membership No. ACS 16471, CP No. 8770), a practicing company secretary, as the scrutinizer for the e-voting process.

Resolution Details and Voting Results

All four ordinary resolutions received exceptional shareholder support, with 99.65% of votes cast in favor across all items. The resolutions covered material related party transactions between the company and its subsidiaries, as well as promoter group entities.

Resolution-wise Breakdown:

Shareholder Participation Analysis

The voting saw participation from different categories of shareholders, with public institutions showing the highest engagement rate at 93.36% of their shareholding.

Notably, the promoter and promoter group abstained from voting on all resolutions, as they were interested parties in the proposed transactions. This abstention aligns with corporate governance practices for related party transactions.

Regulatory Compliance and Process

The postal ballot process was conducted in accordance with Section 108 and 110 of the Companies Act, 2013, and Regulation 44 of the SEBI Listing Regulations. The company utilized NSDL's e-voting platform and ensured compliance with all MCA circulars related to remote voting procedures.

The scrutinizer's report confirmed that all procedural requirements were met, and no invalid votes were recorded across any of the resolutions. The results have been made available on the company's website and NSDL's e-voting portal, ensuring transparency in the process.

Business Implications

The approval of these material related party transactions enables Kalpataru Limited to proceed with strategic business arrangements involving its subsidiaries and promoter group entities. These transactions are expected to support the company's operational efficiency and business growth objectives while maintaining appropriate corporate governance standards.

Kalpataru Limited has announced its unaudited financial results for the quarter and nine months ended December 31, 2025, following the board meeting held on February 06, 2026. The company presented a mixed performance with standalone operations showing improvement while consolidated results reflected challenges. Additionally, the board approved significant fund raising through Non-Convertible Debentures.

Board Approves ₹350 Crore NCD Issuance

The board meeting, which commenced at 3:40 p.m. and concluded at 7:30 p.m., approved fund raising initiatives through issuance of Non-Convertible Debentures:

Security and Guarantee Structure

The NCDs will be secured through comprehensive security arrangements:

Standalone Financial Performance

The company's standalone operations demonstrated a turnaround in Q3FY26 compared to the previous year:

For the nine months ended December 31, 2025, standalone operations reported a net loss of ₹1,502 lakhs compared to a profit of ₹699 lakhs in the corresponding period of the previous year.

Consolidated Financial Results

The consolidated financial performance showed different trends with higher operational scale but increased losses:

For the nine-month period, consolidated operations reported a net loss of ₹11,391 lakhs compared to a profit of ₹442 lakhs in the previous year.

Exceptional Items and Employee Benefits

Both standalone and consolidated results included exceptional items related to new Labour Codes notified by the Government of India on November 21, 2025. The impact was ₹174 lakhs for standalone operations and ₹770 lakhs for consolidated operations, primarily affecting gratuity and leave encashment provisions due to revised wage definitions.

The company granted 15,94,100 employee stock options under the ESOS 2024 scheme at an exercise price of ₹306 per option. The utilization of IPO proceeds showed ₹1,55,863 lakhs utilized out of ₹1,59,000 lakhs, with ₹3,137 lakhs remaining unutilized.