Keerthi Industries Ltd

AGM details & resolutions

• AGM held on 24 September 2026 at 11:00 IST via Video Conference/OAVM.
• Cut-off date for voting entitlements: 18 September 2026.
• Resolution 1 (ordinary): adoption of Audited Financial Statements for year ended 31 March 2026.
• Resolution 2 (ordinary): re-appointment of director in place of retirement (DIN 09041310).
• Resolution 3 (ordinary): ratification of remuneration payable to Cost Auditors for FY 2026-27.
• All three resolutions passed; ordinary business.
• Consolidated Scrutinizer's Report confirms support for the resolutions.

AGM Details

• AGM held on 24 Sep 2026 at 11:00 IST via VC/OAVM; concluded 11:50 IST.

Attendance

• 59 members attended via VC; Chairperson and key directors present.

Key Resolutions

• All resolutions were put to vote electronically; subjects not listed in this summary.

Voting Results

• Voting results and Scrutinizer’s Report to be shared soon and hosted on company site.

Keerthi Industries Ltd - Trading Window Closure from 1 October 2026 till 48 hours after the declaration of the unaudited financial results for the quarter ended 30 September 2026

SEBI window re-lodgment status

• As of Aug 31, 2026, no requests were received, processed, approved, or rejected under the SEBI special window.

Financials

• Continuing revenue from operations: Rs 9,359.11 lakh for FY2025-26, down from FY2024-25.
• Total income: Rs 9,517.14 lakh; continuing net loss Rs 2,302.34.
• Discontinued Electronics division: revenue Rs 2,392.74 lakh; post-tax profit Rs 773.51.
• Net year loss: Rs 1,528.83 lakh; EPS total Rs -19.07.
• Cement plant operated intermittently amid market downturn.
• Divestment of Electronics Division unlocked liquidity and reduced debt.

Operations & segments

• Cement division produced 265,804 MT cement and 218,969 MT clinker.
• Geography: India continued ops revenue Rs 9,359.11 lakh; USA/Malaysia figures noted in Discontinued segment.
• Electronics division moved to discontinued operations post-sale; current operations focused on Cement.
• Management focusing on cost control and liquidity management amid market conditions.

Divestment & strategy actions

• Divestment of Electronics Division via slump sale to Keerthi Holdings for Rs 36 crore.
• Divestment unlocked liquidity and aided debt repayment; balance sheet realigned.
• Monetization of non-core assets including surplus land continues.
• Related party sale approved by Board and shareholders; ongoing balance-sheet flexibility pursued.

Capital structure & liquidity

• Total borrowings Rs 2,363.78 lakh; cash Rs 50.13 lakh; net debt Rs 2,313.65 lakh.
• Debt-to-equity ratio 0.92x; gearing ratio 0.90x; improved versus prior year.
• Authorized capital Rs 38 crore; paid-up equity Rs 8.01 crore.
• Dividend not declared for FY2025-26 due to loss position.

Governance & risk

• Board comprises seven directors with four independent members.
• Audit Committee met five times; oversees financial reporting and related party transactions.
• RPT policy updated; available on company website.
• Vigil mechanism/Whistle-blower policy in place; no complaints during year.

Audit & internal controls

• Statutory auditors: Brahmayya & Co; Cost auditors: Vasireddy; Internal auditors: Pavuluri & Co.
• Secretarial audit MR-3; no qualifications; Annexure H certifies governance compliance.
• Internal controls found adequate; going concern emphasized in audit report.

CSR & ESG

• CSR unspent Rs 27.32 lakh transferred to CSR Unspent Account on 1 May 2024; to be spent by 31 Mar 2027.
• CSR Committee met 14 Feb 2026; projects include sports training and school development.
• 2% average net profit exemption noted; CSR spend largely not applicable; unspent carried forward.

Shareholders & AGM

• 43rd AGM scheduled for 24 Sept 2026 via VC/OAVM.
• Voting cut-off date 18 Sept 2026; remote e-voting 19-23 Sept 2026.
• Promoter holdings: J S Rao 38.44%; J Triveni 27.38% as of 31 Mar 2026.
• Dematerialization: Demat 87.16%; physical 12.84%.

AGM details

• 43rd AGM on 24 September 2026 at 11:00 AM IST via VC/OAVM.
• Meeting deemed at Plot 40, IDA Balanagar, Hyderabad; no physical attendance.
• Mode: VC/OAVM under MCA circulars; notice issued electronically.

Resolutions and governance

• Ordinary business: adopt FY2025-26 audited financial statements and reports.
• Director Venkata Krishna Jasti retires by rotation; eligible for re-appointment.
• Special business: ratify cost auditor remuneration for 2026-27; Rs 55,000 plus expenses and GST.
• Remuneration approved by Audit Committee and Board on 27 May 2026; shareholders' ratification required.

Financials

• Q1 FY2027 revenue from operations: 191143 Lakhs (Unaudited).
• Net loss for the quarter: Rs 714.25 Lakhs.
• Current liabilities exceed current assets by Rs 57.40 Crores.
• Operations suspended from June 12, 2026 due to adverse market conditions.
• Slump sale of Electronic Division completed Mar 31, 2026; gain 821.89 Lakhs.
• 43rd AGM scheduled for Sep 24, 2026 via VC/OAVM.
• MD salary reduced to Rs 2 Lakhs per month; Chairperson to Rs 1 Lakh.
• Going concern basis; management expects funding to meet obligations.
• Independent Auditor's review unmodified; going concern uncertainty noted.

Disclosures & Outlook

• Remuneration waivers approved per board due to financial distress (MD and Chairperson).
• The company monetized non-core assets and disposed Electronic Division in prior year.
• Limited review by auditors with no material misstatement observed.

Pledge release and encumbrance status

• Release of pledge on 2,405,021 Keerthi Industries shares pledged with Axis Bank by promoter Seshagiri Rao Jasti.
• Pledged share value: Rs 99,808,371.50.
• Release date: 10 August 2026; intimation to company: 11 August 2026.
• Post-release promoter holding remains 3,081,559 shares (38.44% of total).
• Encumbrance on the pledged shares released; no encumbrance post-event.
• Disclosures filed under SEBI PIT Regulation 7(2) and SEBI SAST Regulations 29(2) 31(1)(2).
• Lender: Axis Bank Limited; collateral pledged against promoter shares.
• Promoter involved: Seshagiri Rao Jasti (Promoter and MD) with 38.44% stake.