Kellton Tech 32nd AGM Approves USD 50M FCCB

AGM Details

The 32nd Annual General Meeting of Kellton Tech Solutions Limited is scheduled to be held on Wednesday, September 30, 2026 at 11:00 A.M. (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The deemed venue for the meeting is the Registered Office of the Company at Plot No. 1367, Road No. 45, Jubilee Hills, Hyderabad-500033, Telangana, India.

Cut-off Date and Record Date

The Register of Members and Share Transfer Books will remain closed from Wednesday, September 23, 2026 to Wednesday, September 30, 2026 (both days inclusive) for the purpose of the meeting. The cut-off date for e-voting eligibility is September 23, 2026.

E-Voting Schedule

• E-Voting Start Date: September 26, 2026 (Saturday) at 09:00 AM IST
• E-Voting End Date: September 29, 2026 (Tuesday) at 05:00 PM IST
• E-Voting Platform: NSDL (www.evoting.nsdl.com)

Ordinary Business Items

1. Adoption of Audited Standalone Financial Statements

To consider and adopt the Audited Standalone Financial Statements of the Company together with the Report of the Board of Directors and the Auditors thereon for the financial year ended March 31, 2026. This requires an Ordinary Resolution.

2. Adoption of Audited Consolidated Financial Statements

To consider and adopt the Audited Consolidated Financial Statements of the Company together with the Auditors' Report for the financial year ended March 31, 2026. This requires an Ordinary Resolution.

3. Re-appointment of Mr. Srinivas Potluri

To appoint Mr. Srinivas Potluri (DIN: 03412700) who retires by rotation and, being eligible, offers himself for re-appointment as Non-Executive Director. This requires an Ordinary Resolution.

Special Business Items

4. Re-appointment of Ms. Geeta Goti as Independent Woman Director

To re-appoint Ms. Geeta Goti (DIN: 06866598) as a Non-Executive Independent Woman Director for a second term of five consecutive years commencing from September 06, 2027 and ending on September 05, 2032. Her first term expires on September 05, 2027. This requires a Special Resolution.

Terms of Appointment:

• Not liable to retire by rotation
• Entitled to sitting fees and reimbursement of expenses for Board and Committee meetings
• Not entitled to stock options
• Appointment subject to applicable provisions of Companies Act, 2013 and SEBI LODR Regulations

Background: Ms. Geeta Goti was first appointed on September 06, 2022. She holds MSW (Social Work) and Bachelor's degree in Psychology, Sociology and English Literature. She has three decades of experience across government, private-sector organizations and NGOs. She currently holds 0 shares in the company and attended 11 out of 12 board meetings in FY 2025-26.

5. Fundraising through Foreign Currency Convertible Bonds

To approve raising of funds by issuance of Foreign Currency Convertible Bonds (FCCBs) on a private placement basis, aggregating up to USD 50 million in one or more tranches. This requires a Special Resolution.

Key Terms:

• Aggregate amount: USD 50 million or equivalent in foreign currencies
• Securities may be denominated in foreign currency
• May be unsecured or secured by creation of charge/encumbrance on company assets
• Securities will rank pari-passu with existing securities
• Relevant date for pricing: date of Board meeting deciding to open the issue

Purpose of Fundraising:

• Explore strategic growth opportunities
• Address working capital needs of Company and subsidiaries
• Support potential synergies through strategic acquisitions
• Enable integration of complementary businesses
• Expand market presence
• Enhance operational efficiency

Regulatory Framework: The issuance is subject to multiple regulations including Companies Act, 2013; SEBI Listing Regulations; SEBI ICDR Regulations; FCCB Scheme 1993; RBI regulations including Foreign Exchange Management (Borrowing and Lending) Regulations, 2018; Master Direction on External Commercial Borrowings; and FDI Policy.

Borrowing Limits: The proposed issue shall be within the overall borrowing limits of the Company, which is proposed to be enhanced up to INR 750 crore pursuant to Section 180(1)(c) of Companies Act, 2013.

Voting Procedures

The company has appointed Mr. N. V. S. S. Suryanarayana Rao, Practicing Company Secretary (Membership No. ACS 5868) as Scrutinizer to oversee the voting process. Results will be declared and placed on the company website (www.kellton.com) and NSDL website (www.evoting.nsdl.com) immediately after declaration, and simultaneously communicated to BSE and NSE.

Document Distribution

The Notice and Annual Report for FY26 are being sent electronically to members registered as of August 28, 2026. Physical copies are available upon request. Documents are available on company website (https://www.kellton.com/annual-general-meeting) and stock exchange websites.