Kemp & Company Limited, a player in the trading and real estate sectors, has reported its financial results for the second quarter of fiscal year 2026, revealing a widening loss and a slight decrease in revenue. The company has also announced plans for a material related party transaction, subject to shareholder approval.

Financial Performance

For the quarter ended September 30, 2025, Kemp & Company Limited reported:

The company's performance for the half-year period also showed a similar trend:

Segment-wise Operations

Kemp & Company operates in two segments:

1. Trading Activity
2. Real Estate

Material Related Party Transaction

The Board of Directors has approved a draft Notice of Postal Ballot to seek shareholder consent for a material related party transaction. The proposed transaction involves:

• Purchasing an immovable property named VIP House
• Located at Prabhadevi, Mumbai
• To be acquired from VIP Industries Limited

Management Actions

The Board of Directors approved the unaudited financial results at a meeting. Additionally, they approved the draft notice for postal ballot seeking shareholder consent for the material related party transaction with VIP Industries Limited.

Capital Structure

The company's paid-up equity share capital stands at Rs 108.02 lakhs with a face value of Rs 10 per share.

Outlook

While Kemp & Company Limited faces challenges with declining revenues and increasing losses, the proposed acquisition of VIP House may signal a strategic move to strengthen its real estate portfolio. Shareholders will play a crucial role in determining the company's future direction through their vote on the material related party transaction.

Kemp & Company Limited , a prominent player in the Indian market, has taken a significant step towards reshaping its corporate structure. At the company's 144th Annual General Meeting (AGM) held on September 9, shareholders approved the adoption of new Articles of Association, marking a pivotal moment in the company's governance framework.

Key Highlights of the New Articles of Association

The newly adopted Articles of Association incorporate several crucial provisions stemming from a Shareholders Agreement dated July 13. This agreement, forged between the Seller Group and Purchasers, introduces several key changes:

1. Vote-Along Covenants: The new articles include specific provisions regarding the company's shareholding in VIP Industries Limited, potentially affecting voting patterns on key decisions.

2. Transfer Restrictions: Shareholders approved new restrictions on the transfer of VIP Industries shares held by Kemp & Company, which could impact the company's investment strategy.

3. Non-Solicitation Obligations: The articles now include non-solicitation clauses, which may influence the company's recruitment and business practices.

4. Appointment of Company Representatives: New covenants related to the appointment of company representatives have been introduced, potentially altering the leadership structure.

Effective Date and Implementation

The restated Articles of Association will become effective from either the date when Tranche 1 Completion occurs or when Purchasers serve a Control Notice, whichever is earlier. This phased implementation suggests a carefully planned transition in the company's governance structure.

Shareholder Approval and Voting Results

The adoption of the new Articles of Association received overwhelming support from shareholders. According to the voting results:

The resolution passed with a 99.9999% approval rate.

Other Key Decisions at the AGM

In addition to the adoption of new Articles of Association, the AGM saw several other important resolutions passed:

1. Financial Statements Adoption: Shareholders approved the Audited Financial Statements for the year ended March 31.

2. Director Re-appointment: Mr. Dilip Piramal was re-appointed as a Non-Executive, Non-Independent Director.

3. Secretarial Auditor Appointment: M/s. Ragini Chokshi & Co. was appointed as the Secretarial Auditor of the company.

4. VIP Industries Share Sale: Authorization was granted for the sale of shares of VIP Industries Limited held by the company, along with the execution of related agreements.

5. New Independent Director: Mr. Prateek Diwan was appointed as a Non-Executive, Independent Director.

Implications for Kemp & Company

The adoption of these new Articles of Association signals a significant shift in Kemp & Company's corporate governance structure. The changes, particularly those related to VIP Industries Limited, suggest a strategic realignment of the company's interests and investments. Shareholders and market observers will be keenly watching how these changes impact the company's operations and strategic direction in the coming months.

As Kemp & Company moves forward with these new governance structures in place, it sets the stage for potentially significant changes in its relationship with VIP Industries and its overall corporate strategy. The market will be closely monitoring the implementation of these changes and their impact on the company's performance and shareholder value.