Kross Limited has issued a postal ballot notice dated August 31, 2026, seeking shareholder approval for a preferential allotment of equity shares and convertible warrants. The fundraising exercise aims to raise up to ₹63.6 crore to augment manufacturing capacity and meet working capital requirements.

The board of directors approved the proposal in its meeting on August 31, 2026. The company informed the National Stock Exchange and Bombay Stock Exchange under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders will vote via remote e-voting from September 1, 2026, to September 30, 2026.

Fundraising Structure and Objectives

The company plans to issue two distinct instruments to raise the total corpus:

• Equity Shares: Up to 15,00,000 fully paid-up equity shares at ₹212 per share, aggregating to ₹31.8 crore.
• Convertible Warrants: Up to 15,00,000 convertible warrants at ₹212 per warrant, also aggregating to ₹31.8 crore.

The proceeds will be utilized for capital expenditure, including augmenting shaft component manufacturing capacity for the tractor segment and undertaking forward integration for Cold Drawn Tubes (CDT). Additionally, funds will support robotic automation for forge presses, administrative office expansion, and general corporate purposes.

Investor Details

The equity shares are proposed for allotment to four non-promoter investors, while the convertible warrants are reserved for two promoter investors.

Pricing and Terms

The issue price of ₹212 per unit includes a share premium of ₹207. This price is determined based on the higher of the 90-day or 10-day volume-weighted average price (VWAP) on the NSE preceding the relevant date of August 31, 2026. The 90-day VWAP was ₹210.76, while the 10-day VWAP was ₹211.59.

For the convertible warrants, investors must pay 25% of the issue price upfront, with the remaining 75% payable upon conversion. Each warrant is convertible into one fully paid-up equity share within 18 months from the date of allotment. Failure to convert within this tenure results in the forfeiture of the upfront consideration.

Shareholder Approval Process

The postal ballot notice is being sent electronically to members registered as on the cut-off date of August 21, 2026. Remote e-voting will be facilitated by National Securities Depository Limited (NSDL). Mr. Sital Prasad Swain has been appointed as the scrutinizer for the voting process. The results are expected to be announced on or before October 3, 2026.

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.