Kross Ltd

Resolutions

• Special Resolution: Issue of equity shares on a preferential basis.
• Special Resolution: Issue of convertible warrants on a preferential basis.

Outcomes

• Item 1 passed with requisite majority (Assent 99.99%, Dissent 0.01%).
• Item 2 passed with requisite majority (Assent 97.30%, Dissent 2.70%).

Shareholder impact

• Approvals enable potential capital raise; dilution risk from equity and warrants; no terms disclosed.

Kross Limited: Trading Window closed from 01 October 2026 until 48 (forty-eight) hours after the declaration of the unaudited financial results for the quarter and half year ending on September 30, 2026.

Key resolutions and changes

• Resolution scope: Special resolutions for preferential issue of 15,00,000 equity shares and 15,00,000 warrants.
• Corrigendum updates post-issue shareholding pattern and proposed allottees (Aug 28, 2026 data).
• Post-issue holder mix: promoters 67.74%, public 32.26%.
• Proposed allottees include Sumeet Rai and Kunal Rai (promoters) and non-promoters listed.
• Undertaking on price re-computation and lock-in for specified securities.
• Corrigendum permits vote modifications via Scrutinizer email before Sept 30, 2026.
• Voting window: e-voting from Sept 1 to Sept 30, 2026.
• Corrigendum forms integral part of Postal Ballot Notice.
• Board approved the modifications; outcomes to be communicated with results.
• Post-issue shareholding ratio assumes full warrant subscription.

AGM details

• 35th AGM held on 16 September 2026 at 11:00 AM via VC/OAVM.
• Remote e-voting from 13 to 15 September 2026; voting closed 5:00 PM.
• Registered office deemed venue for the AGM.
• Vote-cut-off date set at 9 September 2026; 73,978 shareholders on record.

Resolutions and outcomes

• Ordinary: Adoption of standalone financial statements; 99.99% in favour.
• Ordinary: Re-appointment of Sumeet Rai by rotation; 99.99% in favour.
• Special: Ratification of Cost Auditor’s remuneration for FY 2026-27; 99.99% in favour.
• Special: Sanjiv Paul re-appointed as Independent Director for second term; 99.99% in favour.
• Special: Gurvinder Singh Ahuja re-appointed as Independent Director for second term; 99.98%.
• Special: Deepa Verma re-appointed as Independent Director for second term; 99.98%.
• Special: Sharat Chandra Kumar appointed Independent Director for 3-year term; 99.99%.

Directors and auditors

• Directors: Rai re-appointed; Sanjiv Paul, Gurvinder Ahuja, Deepa Verma, Sharat Chandra Kumar appointed/re-appointed.
• Cost auditor remuneration ratified for FY 2026-27.

AGM Details

• Date, time and mode: 16 Sep 2026, 11:00 AM IST, via VC/OAVM.
• Attendance: 49 members attended via video conference.
• Remote e-voting: 13-15 Sep 2026 with webcast.
• Scrutiniser: Mr Sital Prasad Swain appointed for e-voting.
• AGM concluded at 11:53 AM IST.

Key Resolutions

• Adoption of Audited Standalone Financial Statements and reports (Ordinary).
• Re-appointment of Mr Sumeet Rai as Director by rotation (Ordinary).
• Ratification of remuneration payable to cost auditors for FY 2026-27 (Ordinary).
• Re-appointment of Mr Sanjiv Paul as Independent Director for second term (Special).
• Re-appointment of Mr Gurvinder Singh Ahuja as Independent Director for second term (Special).
• Re-appointment of Ms Deepa Verma as Independent Director for second term (Special).
• Appointment of Mr Sharat Chandra Kumar as Independent Director for first term (Special).

Voting and Scrutinizer

• E-voting results to be disclosed to stock exchanges and on the company website within 48 hours.
• Scrutiniser: Mr Sital Prasad Swain appointed for e-voting scrutiny.

Purpose and resolutions

• Postal ballot for two special resolutions: equity issue and convertible warrants.
• Voting conducted via remote e-voting; results later, by Oct 3, 2026.

Resolution 1 — Equity shares on preferential basis

• Special resolution to issue up to 15,00,000 equity shares of Rs 5 each at Rs 212 per share.
• Non-promoter investors as proposed allottees; floor price Rs 212 under ICDR.
• Aggregate size up to Rs 31.8 crore; equity listed on NSE and BSE.
• Record date for price floor: Aug 31, 2026; e-voting ends Sept 30, 2026.
• Proposed non-promoter allottees: Rathore Vijaysingh, Dhruv Agarwal, Saroj Rathore, Richa Rathore.

Resolution 2 — Convertible warrants on preferential basis

• Special resolution to issue up to 15,00,000 convertible warrants at Rs 212 each.
• Warrants convertible into one equity share; 18-month exercise window.
• 25% upfront, 75% on conversion; price Rs 212 per share.
• Promoter subscribers: Sumeet Rai and Kunal Rai.
• Post-issue ownership and listing to be as per regulatory approvals and statements.

Timeline and process

• E-voting from Sep 1, 2026 to Sep 30, 2026; results by Oct 3, 2026.
• Scrutinizer appointed; results with report published on company and exchange sites.

Material shareholder impact

• Total fund-raising up to Rs 63.6 crore (equity + warrants).
• Equity capital could rise by up to 15 lakh shares; warrants add up to 15 lakh shares on exercise.
• Promoters to subscribe to warrants: Sumeet Rai and Kunal Rai.

Equity issue details

• Up to 15,00,000 equity shares of Rs 5 each at ₹212 per share (₹207 premium), aggregating ₹31.8 crore.
• Issued on a preferential basis to proposed allottees under ICDR 2018, subject to approvals.
• Annexure A lists four non-promoter investors as the allottees.

Warrants issuance details

• Up to 15,00,000 warrants at ₹212 each, convertible into one equity share.
• Conversion window: within 18 months from allotment.
• Upfront 25% and balance 75% payable on exercise.
• If not exercised within 18 months, warrants lapse and upfront payment is forfeited.
• Annexure B lists two promoter allottees for warrants.
• Each warrant converts into one equity share of ₹5.
• Warrants issued on a preferential basis subject to shareholder approvals.

Investors and allocations

• Annexure A: Non-promoter allocations totaling 15,00,000 equity shares.
• Annexure B: Promoter allocations totaling 15,00,000 warrants to Sumeet Rai and Kunal Rai.

AGM notice and e-voting details

• 35th AGM scheduled for 16 September 2026 at 11:00 IST via VC/OVAM.
• Web-links to AGM Notice and Annual Report 2025-26 provided.
• Cut-off date for e-voting set to 9 September 2026.
• Remote e-voting from 13 September 2026 09:00 IST to 15 September 2026 17:00 IST.
• Date of AGM is 16 September 2026.
• Shareholders should update email and KYC with the Company or its RTA.