Kross Limited has approved the preferential allotment of up to 15 lakh equity shares and 15 lakh convertible warrants at ₹212 per unit, potentially raising ₹31.8 crore. The board meeting on August 31, 2026, finalized the terms for these fundraising instruments.

The company informed the National Stock Exchange and Bombay Stock Exchange of the outcomes under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The proposal is subject to shareholder approval via postal ballot.

Fundraising Structure

The board approved two distinct instruments to augment financial resources:

• Equity Shares: Issuance of up to 15,00,000 fully paid-up equity shares with a face value of ₹5 each. The issue price is ₹212 per share, including a premium of ₹207. This tranche aggregates to ₹31.8 crore.
• Convertible Warrants: Issuance of up to 15,00,000 convertible warrants with a face value of ₹5 each. The issue price is ₹212 per warrant, including a premium of ₹207. This tranche also aggregates to ₹31.8 crore.

Investor Details

The equity shares are proposed for allotment to four non-promoter investors:

The convertible warrants are proposed for allotment to two promoter investors:

Warrant Terms

Each warrant is convertible into one fully paid-up equity share of face value ₹5. The conversion can be exercised at any time prior to the expiry of 18 months from the date of allotment. Investors must pay 25% of the issue price upfront, with the remaining 75% payable upon conversion. Failure to convert within the tenure results in the forfeiture of the upfront consideration.

Shareholder Approval Process

The company has issued a postal ballot notice dated August 31, 2026, seeking shareholder approval for these resolutions. Remote e-voting will commence on September 1, 2026, at 9:00 am and conclude on September 30, 2026, at 5:00 pm. Mr. Sital Prasad Swain has been appointed as the scrutinizer for the voting process.

Trading Window Closure

In compliance with SEBI (Prohibition of Insider Trading) Regulations, the trading window for securities dealing remains closed for all insiders, including designated persons and their immediate relatives. The closure was effective from August 26, 2026, and will remain in place until 48 hours after the declaration of the board meeting outcomes.

Kross Limited will hold its 35th Annual General Meeting (AGM) on Wednesday, September 16, 2026, at 11:00 am via video conferencing or other audio-visual means. The meeting covers ordinary and special business, including the adoption of audited standalone financial statements for the fiscal year ended March 31, 2026.

Board Composition Changes

The most significant agenda items involve substantial changes to the company's independent director slate. Shareholders are asked to approve the re-appointment of three existing independent directors for a second term of three years each, commencing from October 26, 2026, to October 25, 2029:

• Mr Sanjiv Paul (DIN: 00086974), former Vice President at Tata Steel and Managing Director at Tata Metaliks.
• Mr Gurvinder Singh Ahuja (DIN: 08132223), a Chartered Accountant with prior experience at Tata Motors Limited and TML Drivelines Limited.
• Ms Deepa Verma (DIN: 10359047), former Chief Human Resource Business Partner at Tata Steel.

Additionally, the Board seeks approval for the appointment of Mr Sharat Chandra Kumar (DIN: 10223173) as an Independent Director for his first term of three years. His tenure will run from July 24, 2026, to July 23, 2029. Mr Kumar brings over 35 years of leadership experience in maintenance, project execution, and strategic sourcing from Tata Steel.

Under ordinary business, shareholders will also consider the re-appointment of Mr Sumeet Rai (DIN: 02304257), who retires by rotation and offers himself for re-appointment.

Cost Auditor Ratification

The AGM will also address the ratification of remuneration payable to cost auditors for FY27. The Board recommends approving remuneration of ₹70,000 plus applicable taxes and out-of-pocket expenses for M/s Sohan Lal Jalan and Associates, Cost Accountants (Firm Registration No. 000521). This firm was appointed by the Board based on the Audit Committee's recommendation to audit cost records maintained under the Companies (Cost Record and Audit) Rules, 2014.

Voting and Logistics

The cut-off date for determining voting rights is September 9, 2026. Remote e-voting facilities are available from September 13, 2026, at 9:00 am to September 15, 2026, at 5:00 pm, via the NSDL e-voting system. Members holding shares as of the cut-off date can vote electronically or join the virtual meeting. Physical attendance is dispensed with in compliance with Ministry of Corporate Affairs circulars permitting virtual AGMs.