Key Resolutions and Quantitative Details

1. Increase in Borrowing Powers

  • Resolution Type: Special Resolution
  • Borrowing Limit: ₹1,000 Crores (Rupees One Thousand Crores only) over and above aggregate of paid-up share capital, free reserves and securities premium account
  • Purpose: General, working capital, and corporate purposes
  • Legal Reference: Section 180(1)(c) of Companies Act, 2013

2. Creation of Charge/Security on Assets

  • Resolution Type: Special Resolution
  • Security Type: Mortgage, charge, hypothecation on movable/immovable properties and assets
  • Purpose: Securing borrowings including loans (foreign/rupee currency) and securities (Convertible Bonds/Debentures/Warrants/Non-Convertible Debentures)
  • Legal Reference: Section 180(1)(a) of Companies Act, 2013

3. Increase in Managerial Remuneration - Mr. M B Narayana Raju (DIN: 07993925)

  • Resolution Type: Special Resolution
  • Position: Whole-Time Director
  • New Remuneration: ₹12,50,000 per month including allowances
  • Bonus: One-time special bonus of ₹55 lakhs for FY 2025-26
  • Commission: 1% of net profits for FY 2025-26
  • Term: From 01.04.2026 until conclusion of term (1st September 2026)
  • Minimum Remuneration Clause: Applicable if company has no profits or inadequate profits
  • Current Holding: 17,087 shares

4. Increase in Managerial Remuneration - Mr. M Sitarama Raju (DIN: 08576273)

  • Resolution Type: Special Resolution
  • Position: Whole-Time Director
  • New Remuneration: ₹12,50,000 per month including allowances
  • Bonus: One-time special bonus of ₹55 lakhs for FY 2025-26
  • Commission: 1% of net profits for FY 2025-26
  • Term: From 01.04.2026 until conclusion of term (1st September 2026)
  • Minimum Remuneration Clause: Applicable if company has no profits or inadequate profits
  • Current Holding: 7,12,992 equity shares (4.25% of total equity)
  • Relationships: Son of Dr. Anji Raju Manthena and Mrs. Parvathi Manthena, Brother of Ms. Sreelakshmi Manthena

5. Increase in Managerial Remuneration - Ms. Sreelakshmi Manthena (DIN: 07996443)

  • Resolution Type: Special Resolution
  • Position: Managing Director
  • New Remuneration Range: ₹15,00,000 to ₹25,00,000 per month (fixed at ₹15,00,000 from April 1, 2026)
  • Bonus: One-time special bonus of ₹55 lakhs for FY 2025-26
  • Commission: 1.25% of net profits for FY 2025-26 and subsequent years
  • Term: Until expiry of current term (22nd May 2028)
  • Minimum Remuneration Clause: Applicable if company has no profits or inadequate profits
  • Current Holding: 6,40,398 equity shares (3.82% of total equity)
  • Relationships: Daughter of Dr. Anji Raju Manthena and Mrs. Parvathi Manthena, Sister of Mr. M Sitarama Raju

6. Appointment of Mrs. Parvathi Manthena (DIN: 11537664) as Director

  • Resolution Type: Special Resolution
  • Position: Non-Executive, Non-Independent Director
  • Appointment Date: 29th May 2026 (as Additional Director)
  • Age: 71 years (will attain 75 years during tenure)
  • Retirement: Liable to retire by rotation
  • Qualifications: Bachelor's Degree
  • Current Holding: 2,68,469 shares
  • Relationships: Wife of Dr. Anji Raju Manthena, Mother of Ms. Sreelakshmi Manthena and Mr. M Sitarama Raju

7. Related Party Transaction - Mr. Alluri Sitarama Raju Manthena

  • Resolution Type: Ordinary Resolution
  • Position: General Manager (Operations)
  • Remuneration Range: ₹3,50,000 to ₹5,00,000 per month (fixed at ₹3,50,000 from 1st September 2025)
  • Previous Remuneration: ₹1,62,500 per month
  • Relationship: Son of Mr. M B Narayana Raju, Whole-Time Director
  • Tenure: Until revised, modified or terminated as per company policies

Financial Performance Context (Figures in Lakhs)

| Financial Year | Gross Revenue | Profit/(Loss) Before Tax | Net Profit/(Loss) |

| 2025-26 | 42,857.52 | 10,942.47 | 8,062.52 |

| 2024-25 | 19,183.13 | 3,337.43 | 5,091.71 |

| 2023-24 | 2,131.49 | (2,049.21) | (2,040.53) |

Voting Process Details

  • Cut-off Date for Eligibility: 26th June 2026
  • E-voting Commencement: 30th June 2026 at 09:00 a.m. IST
  • E-voting Conclusion: 29th July 2026 at 05:00 p.m. IST
  • Results Declaration: On or before 31st July 2026
  • Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. D S Rao (C P No. 14487), Practicing Company Secretary

Perquisites Details for Directors

  • Medical Reimbursement: Up to one month's salary per year
  • Leave Travel Concession: Up to one month's salary per year
  • Club Fees: Maximum two clubs (excluding admission/life membership)
  • Personal Accident Insurance: Premium up to ₹10,000 per annum
  • Provident Fund, Gratuity: As per company rules
  • Leave: One month's leave for every 11 months of service
  • Telephone, Electricity, Water: Free for business use
  • Car: Company car with driver for business use

Capital Structure Impact

No direct impact on share capital disclosed. Resolutions focus on borrowing limits, remuneration approvals, and director appointments without equity dilution.

Parties Involved

  • Subsidiary: Avant-Garde Infosystems, Inc. (US subsidiary)
  • Registrar & Share Transfer Agent: KFin Technologies Limited
  • Depositories: NSDL, CDSL
  • Scrutinizer: Mr. D S Rao, Practicing Company Secretary

Document Availability

All material documents available for electronic inspection during voting period upon request to acs@kernex.in or einward.ris@kfintech.com