Avalon Technologies Ltd

AGM Details

• Date and time: 28 September 2026 at 2:30 p.m. IST.
• Mode: VC/OAVM.

Resolutions and outcomes

• All resolutions mentioned in the AGM Notice were passed with requisite majority.
• Scrutinizer’s report and e-voting results confirm approval; report to be hosted on the company's website.

Avalon Technologies Ltd — Trading Window Closure from Thursday, October 01, 2026 till 48 hours after the announcement of the Unaudited Standalone and Consolidated Financial Results for the Quarter and Half Year ended September 30, 2026

Stake sale clarification and promoter holdings

• KBS Family Trust is part of Bhaskar Srinivasan's promoter group, not Kunhamed Bicha.
• As of Sept 29, 2026, promoter group holdings total 15.42% of Avalon.
• Bhaskar Srinivasan holds 9.38% stake in Avalon.

AGM Details

• Date and time: 28 September 2026, 2:30 PM IST; mode: VC/OAVM.
• Quorum confirmed; e-voting available during and after meeting.
• Meeting concluded at 3:05 PM; reports taken as read.

Resolutions

• Adoption of Financial Statements — Ordinary; outcome not disclosed.
• Re-appointment of Kunhamed Bicha as Chairman & MD, liable to retire by rotation — Ordinary; outcome not disclosed.
• Appointment of CG Balaji as Independent Director — Special; outcome not disclosed.
• Re-appointment of Kunhamed Bicha as Chairman & MD — Ordinary; outcome not disclosed.
• Re-appointment of Venkataramani Anantharamakrishnan as Independent Director — Special; outcome not disclosed.
• Re-appointment of Byas Unnikrishnan Nambisan as Independent Director — Special; outcome not disclosed.
• Payment of Commission to Independent Directors — Ordinary; outcome not disclosed.

Director Changes

• Appointed CG Balaji as Independent Director (Special).
• Re-appointed Kunhamed Bicha as Chairman and MD (Ordinary).
• Re-appointed Venkataramani Anantharamakrishnan as Independent Director (Special).
• Re-appointed Byas Unnikrishnan Nambisan as Independent Director (Special).

Notes

• Voting results to be intimated to stock exchange within regulatory timeframe.

Independent Director: CG Balaji appointment

• Appointment of CG Balaji as Independent Director.
• Effective from 03 Sep 2026; 5-year term, subject to shareholders.
• Independent status; not related to other directors.
• Profile: 25+ years in enterprise tech governance; led at Databricks, Palo Alto Networks, Hewlett Packard Enterprise, Deloitte.

MD & Chairman: Kunhamed Bicha re-appointment

• Re-appointment of Kunhamed Bicha as Chairman & MD.
• Effective from 12 Jul 2027; 5-year term, subject to shareholders.
• Profile: Promoter; Mechanical Eng; MBA; CEO of Sienna.
• No inter-se relationships between Directors.

Independent Director: Venkataramani Anantharamakrishnan re-appointment

• Re-appointment of Venkataramani Anantharamakrishnan as Independent Director.
• Effective from 07 Jul 2027; second 5-year term, subject to shareholders.
• Profile: MBA from University of Chicago; MD at IP Rings; independent director on LMW and Shanthi Gears.
• Disclosure: Not related to other Directors.

Independent Director: Byas Unnikrishnan Nambisan re-appointment

• Re-appointment of Byas Unnikrishnan Nambisan as Independent Director.
• Effective from 19 Jul 2027; second 5-year term.
• Profile: Mechanical Engineer; MBA from CMU; ex-Intel; co-founder/CEO of Ezetap.
• Disclosure: Not related to other Directors.

Joint venture details

• JV formed between Avalon and Zollner to manufacture PCB assemblies, box-builds and system integration in India.
• Zollner will own 51% and Avalon 49% at inception; Avalon may acquire 2% after three years.
• Avalon has option to increase ownership to 51% after three years post commercial production.
• JV to serve India operations of healthcare, life sciences, test & measurement, rail and other industrial sectors.
• Avalon to supply cable wiring, harness, magnetics, plastics, sheet metal, machining to the JV.
• JV aims to accelerate scale and diversify Avalon's manufacturing capabilities in high-complexity EMS.

Joint Venture Overview

• India-based manufacturing and services JV for PCBA, box-build, system integration, testing, and related services.

Parties Involved

• Avalon Technologies Limited and Zollner Elektronik AG as JV partners.
• Initial ownership: Zollner 51%, Avalon 49%.
• Avalon may acquire 2% later after third anniversary.

Shareholding / Structure

• JV formed as Zollner Avalon Private Limited.
• Initially Avalon-owned WoS; Zollner to subscribe 51% post-incorporation.
• Avalon may exercise 2% call option within two years after third anniversary.

Key Terms & Governance

• Board seats: 3 for 51% holder; 2 for 49% holder.
• Pre-emptive rights on new issuances; ROFR and tag along rights.
• Non-compete and non-solicitation covenants.
• Deed of accession after incorporation.

Financial Commitment

• Cash consideration: Avalon subscribes to 9,800 shares at Rs 10.
• Authorized capital Rs 2,00,000; initial issued capital Rs 98,000.
• Zollner to subscribe 51% post-incorporation.
• Call option price to be determined per JVA methodology.

Strategic Rationale

• Long-term India-based platform for PCBA, box-build, and related services.
• Supports Indian and export demand within a global footprint.

Regulatory / Approvals

• Transaction subject to requisite approvals and final definitive documents.

Related Party Status

• Not a related party transaction.
• Future Avalon-Company transactions to be at arm's length.

Other Material Information

• Initial WoS ownership: 100% Avalon; post-incorporation Zollner to hold 51%.
• Company to be named Zollner Avalon Private Limited; name approvals pending.

JV and business platform

• JV to form Zollner Avalon Private Limited with 51% Zollner, 49% Avalon.
• Avalon may acquire 2% later to reach 51% after conditions.
• Manufacturing platform for PCBA, box-build, testing in India.
• JV completion subject to approvals and definitive documents.

Subsidiary incorporation

• Incorporation of Zollner Avalon Private Limited as wholly owned by Avalon.
• Authorized capital INR 2,00,000; Avalon to subscribe 9,800 shares.
• Zollner to subscribe 51% post incorporation per JVA.
• Company to accede to JVA via deed of accession after incorporation.

Appointments and governance

• CG Balaji appointed Independent Additional Director for 5 years from Sept 3, 2026.
• Kunhamed Bicha reappointed Chairman & MD for 5 years from July 12, 2027.
• Venkataramani Anantharamakrishnan reappointed Independent Director for second term from July 7, 2027.
• Byas Unnikrishnan Nambisan reappointed Independent Director for second term from July 19, 2027.
• All appointments subject to shareholders' approval at the ensuing AGM.

Regulatory/approval status

• Approvals pending for JVA execution and related agreements.

ESOP grant details

• NRC approved grant of 90,000 ESOPs to eligible employees on Sep 2, 2026.
• Total pool remains within the shareholder-approved limit of 3,000,000 options (Round V).
• Options cover 90,000 equity shares of Rs 2 each.
• Exercise price is INR 1,855 per option, after a 20% discount to the latest closing price.
• Vesting schedule: 25% after year 1, then 25% per year for four years.
• Exercise period up to three years from each vesting date.
• SBEB Regulations 2021 compliance; administered by Nomination and Remuneration Committee.