Outcome of board meeting of KDDL

Held on 24 July 2015

KDDL announced that the Board of Directors of the Company at its meeting held on 24 July 2015, inter alia, have approved the following:-

1. The issue and allotment of up to 10,08,400 equity shares of face value Rs. 10/- each, on a preferential basis to SAIF India V Fll Holdings ("Investor") (a non-promoter), a Qualified Institutional Buyer for a total subscription amount of up to Rs. 30,00,00,000/-(Rupees Thirty Crores only), at a price of Rs. 297.50 per equity share, in accordance with the applicable provisions of Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("SEBI ICDR Regulations"). The issue and allotment of equity shares of the Company on a preferential basis, shall be subject to and in compliance with all applicable laws including without limitation the provisions of the Companies Act, 2013, read with the rules framed there under, the SEBI ICDR Regulations, the memorandum and articles of association of the Company and the Listing Agreement entered into with the relevant stock exchange and subject to the approval of the shareholders of the Company in the Annual General Meeting of the Company for the financial year 2014-15 and such other requisite approvals as may be required.

2. Recommendation of certain amendments to the memorandum and articles of association of the Company in accordance and in compliance with all applicable laws including the relevant provisions of the Companies Act, 2013 and the rules framed there under and subject to the approval of the shareholders of the Company by voting through postal ballot. The Board also approved the draft of the postal ballot notice placed before it.

3. The execution of all such documents, including but not limited to an investment agreement between the Company and the Investor as may be required in connection with the proposed issuance of equity shares of the Company on a preferential basis.

4. The Board also approved the notice and agenda of the Annual General Meeting to include the matter related to approval of the proposed issuance of equity shares of the Company to the Investor on a preferential basis, in addition to the agenda items as already approved by the Board in its meeting held on 28 May, 2015.

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