Kamdhenu Limited pays Rs 7.65 crore toward 8.62% paint stake

Kamdhenu Limited has paid Rs 7.65 crore to convert 1.50 crore remaining warrants of Kamdhenu Ventures Limited into shares. After Kamdhenu Ventures Limited allots those shares, expected within 15 days, Kamdhenu’s holding is set to reach 8.62% of post-issue paid-up capital. The current conversion tranche has a total cost of Rs 10.20 crore.

What has Kamdhenu paid to convert the remaining KVL warrants?

Kamdhenu has paid Rs 7.65 crore to convert its remaining 1.50 crore warrants in Kamdhenu Ventures Limited, or KVL, into an equal number of equity shares. The payment disclosed on October 31, 2026 represents 75% of the consideration for this tranche under the Securities and Exchange Board of India’s, or SEBI’s, Issue of Capital and Disclosure Requirements Regulations, 2018.

The total cost of acquiring the 1.50 crore KVL shares is Rs 10.20 crore. Kamdhenu had paid Rs 2.55 crore, or 25% of that cost, when the warrants were allotted, and the latest Rs 7.65 crore payment completes the cash consideration for their conversion. KVL is expected to allot the corresponding 1.50 crore equity shares within 15 days.

How will the warrant conversion change Kamdhenu’s KVL holding?

Kamdhenu’s holding in KVL is expected to become 8.62% of KVL’s post-issue paid-up capital after allotment of the 1.50 crore equity shares. The percentage is a post-allotment figure rather than an immediately completed ownership change, because KVL must issue the shares after the warrants are converted.

The conversion follows the allotment of 2.9645 crore KVL warrants to Kamdhenu and the earlier conversion of 1.4645 crore warrants, both disclosed in March 2026. The remaining 1.50 crore warrants covered by the October 31 payment, together with the earlier 1.4645 crore conversion, equal the 2.9645 crore warrants originally allotted.

KVL has said the allotment of shares equivalent to the 1.50 crore warrants is expected within 15 days. Kamdhenu said no governmental or regulatory approval is required for the acquisition, and the Rs 10.20 crore consideration is payable in cash rather than through a share swap.

Why is Kamdhenu investing in KVL’s paint business?

Kamdhenu describes the transaction as a strategic investment in the group’s paint business, which KVL operates through its wholly owned subsidiary, Kamdhenu Colour and Coatings Limited, or KCCL. KVL has no standalone operational business under its latest financial statements, while KCCL carries out the paints and coatings activities.

Under KVL’s current business plan, proceeds raised through the warrant issue will be invested in KCCL for business expansion and the launch of new product lines. Kamdhenu said the investment enables its participation in the future growth of the group’s paints and coatings business through KVL rather than through a standalone operating business at KVL.

The transaction is a related-party transaction because Kamdhenu and KVL are in the same promoter group. Kamdhenu said the preferential issue of warrants and shares under the SEBI regulations qualifies as being at arm’s length, while shareholder approval is not required because the investment is not a material related-party transaction.

Kamdhenu’s board said the Rs 6.80 issue price per warrant was favourable when considered against KVL’s prevailing market price and historical trading levels. That is the board’s stated assessment; the disclosed Rs 10.20 crore current conversion cost equals 1.50 crore warrants or shares at Rs 6.80 each.

How do KVL’s standalone and consolidated financials compare?

KVL reported nil standalone turnover in each of financial years 2023-24, 2024-25 and 2025-26, while consolidated turnover declined over all three periods from Rs 291.709 crore to Rs 245.2625 crore. The difference reflects KVL’s structure, under which KCCL rather than KVL undertakes the operating paint business.

For 2025-26, KVL reported standalone earnings before interest, depreciation, tax and amortisation, or EBIDTA, of negative Rs 88.11 lakh, compared with consolidated EBIDTA of Rs 9.4843 crore. KVL’s authorised capital was Rs 41.50 crore, including Rs 37 crore of equity capital and Rs 4.50 crore of preference-share capital, while its non-diluted paid-up equity capital was Rs 32.90 crore.

KVL was incorporated on October 19, 2019 and is listed on the National Stock Exchange of India and BSE. The filing says the operating paint business was carried out through KCCL under a scheme of arrangement approved by the National Company Law Tribunal, Chandigarh Bench, through its June 3, 2022 order.

Conclusion

Kamdhenu has completed the payment step for the remaining 1.50 crore KVL warrants, committing Rs 10.20 crore to this conversion tranche, including Rs 7.65 crore paid on October 31, 2026. The planned 8.62% holding will give Kamdhenu an equity interest in a paint business whose operations and Rs 245.2625 crore of 2025-26 consolidated turnover sit within KCCL.

The next disclosed milestone is KVL’s allotment of 1.50 crore equity shares, expected within 15 days. After allotment, the disclosed operating plan is for KVL to invest warrant proceeds in KCCL for business expansion and new product launches; the filing provides no timetable or financial target for those initiatives.