Kellton Tech Solutions Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 32 nd Annual Report, highlighting the Business Performance along with the Audited Financial Statements for the financial year ended March 31, 2026. This report epitomizes our commitment to transparency, accountability, and the highest standards of corporate governance.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE: Consolidated: Revenue from Operations:

The Company recorded a revenue from operations of 1,21,694.38 Lakhs in the current financial year, as compared to 1,09,782.12 Lakhs in the previous financial year.

Profit Before Tax (PBT) and Exceptional Items:

Profit before tax and exceptional items stood at 10,730.19 Lakhs, as compared to 9,250.35 Lakhs in the previous financial year, registering an increase during the year under review.

Profit After Tax (PAT):

Profit after tax increased to 9,166.39 Lakhs, as compared to 7,972.37 Lakhs in the previous financial year, reflecting an improvement in the profitability of the Company.

Standalone:

Revenue from Operations:

The Company recorded a revenue from operations of 20,942.44 Lakhs in the current financial year, as compared to 18,893.22 Lakhs in the previous financial year.

Profit Before Tax (PBT) and Exceptional Items:

Profit before tax and exceptional items stood at 2,0 79 . 59 lakhs, as compared to 1,813.89 Lakhs in the previous financial year, registering an increase during the year under review.

Profit After Tax (PAT):

Profit after tax increased to 1,485.94 Lakhs, as compared to 1,352.22 Lakhs in the previous financial year, reflecting an improvement in the profitability Company.

The summarized financial results of theCompany for the period ended March 31, 2026 are as follows:

(Amt in Lakhs)

	STANDALONE		CONSOLIDATED
PARTICULARS	2025-26	2024-25	2025-26	2024-25
Revenue from operations	20,942.44	18,893.22	1,21,694.38	1,09,782.12
Other Income	816.75	179.61	841.45	206.98
Total Revenue	21,759.19	19,072.83	1,22,535.84	1,09,989.10
Total Expenditure	19,679.70	17,258.94	1,11,805.65	1,00,738.75
Profit / (Loss) before Exceptional Items	2,079.49	1,813.89	10,730.19	9,250.35
Exceptional Items	3.59	(0.46)	3.59	(0.46)
Profit/(Loss) before taxes	2,083.08	1,813.43	10,733.78	9,249.89
Tax Expense	597.14	461.21	1,567.39	1,277.51
Profit/(Loss)afterTax 1,485.94 1,352.22	9,166.39	7,972.37
Earnings per equity share in	0.29	0.28	1.79	1.64
Total Comprehensive Income for the period	1,737.27	1,369.42	9,620.17	8,056.09

2. REVIEW OF PERFORMANCE AND STATE OF THE COMPANYS AFFAIRS:

Your Directors are delighted to report that the Company has delivered an extraordinary performance during the year under review, despite the severe challenges faced by the global and domestic economy. While most sectors and industries witnessed significant slowdowns and widespread de-growth, your impact but also demonstrating remarkable resilience, agility, and excellence in execution.

This outstanding performance is a testament to the strength of our business fundamentals, the relentless focus on innovation and customer-centricity, and the dedication of our employees across geographies. The Company continued to reinforce its position as a leading global engineering and technology solutions provider, enabling customers to design, build, operate, and maintain next-generation products and services that meet the highest benchmarks of safety, reliability, and sustainability.

Through intelligent engineering, advanced digital capabilities, and deep domain expertise, your Company has consistently created tangible value for customers, even in a volatile environment. This ability to outperform amidst adversity has further strengthened our reputation as a partner of choice for global businesses seeking to embrace digital transformation, automation, and sustainable solutions.

Looking ahead, the Company remains committed to accelerating innovation, expanding global partnerships, and pursuing opportunities that align with our vision of shaping a digital, autonomous, and sustainable future. With unwavering confidence in our strategy and execution, we believe that the foundations laid during this year of extraordinary performance will fuel stronger growth and long-term value creation for all stakeholders.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of and material orders has been the Company, and the operations continued to be carried out in line with its core areas of expertise and strategic focus. Further, there has been no change in the nature of business activities of the Companys subsidiaries, and they continued to operate within their respective domains of competence. This consistency reflects the stability of the Groups business model and its steady alignment with the long-term interests of the Members and all stakeholders.

4. DIVIDEND AND TRANSFER TO RESERVES:

The Board of Directors, after careful consideration of the Companys performance, future growth opportunities, and the need to strengthen financial stability, has decided not to recommend any dividend for the financial year ended March 31, 2026. Accordingly, no amount is proposed to be transferred to the reserves, and the entire profits for the year have been retained in the Profit and Loss Account to support business expansion, innovation, and long-term value creation.

As on the Balance Sheet date, the Company did not have any amounts due or outstanding to be credited to the Investor Education and Protection Fund, in compliance with the relevant statutory requirements.

For complete details on movement in Reserves and

Surplus during the financial year under review, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements of the Company for FY 2025-26.

Further, in line with the requirements of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a duly approved Dividend Distribution Policy, which outlines the guiding principles for declaration and distribution of dividend. The Policy is available on the Companys website at: https://www.kellton.com/legal-policies.

5. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year 2025-26, prepared in accordance with Section 92(1) of the Act, has been placed on the Companys website. The same is available at the following link: https://www.kellton.com/annual-general-meeting

6. Material changes and commitments affecting the financial position between the end of the financial year and date of the report

There are no material changes after the closure of Financial Year

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant passed by Regulators or Courts, Tribunals impacting the going concern status and Companys operations in future.

8. SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2026 stood at 100,00,00,000 (Rupees One Hundred Crore only) divided into 100,00,00,000 (One Hundred Crore) Equity Shares of 1/- each, consequent upon the increase in the Authorised share capital and the sub-division of the face value of equity shares from 5/- each to 1/- each, as approved by the shareholders during the year.

The paid-up share capital of the Company as on April 01, 2025 stood at 48,75,69,670 (Rupees Forty-Eight Crore Seventy-Five Lakh Sixty-Nine Thousand Six Hundred Seventy only) comprising 9,75,13,934 equity shares of 5/- each. Further, Pursuant to the approval of the shareholders for the sub-division of equity shares, each equity share having a face value of 5/- each was subdivided into five equity shares of 1/- each with effect from the Record Date, resulting in 48,75,69,670 equity shares of 1/- each, without any change in the aggregate paid-up share capital of the Company.

During the year, the Company allotted 4,02,35,000 equity shares of 1/- each upon the conversion of Foreign Currency Convertible Bonds (FCCBs) at the pre-determined conversion price in accordance with the terms of issue and the applicable regulatory framework. Further, the Company allotted 36,00,000 equity shares of 1/- each on March 31, 2026, pursuant to the conversion of 36,00,000 fully convertible warrants upon receipt of the balance subscription amount as prescribed under the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

However, the listing and trading approval from BSE Limited and National Stock Exchange of India Limited is pending as at March, 31, 2026.

The above disclosure shall be read and considered wherever the share capital of the Company is referred to in this Annual Report.

Accordingly, as on March 31, 2026, the paid-up share capital of the Company stood at 53,14,04,670 (Rupees Fifty-Three Crore Fourteen Lakh Four Thousand Six Hundred Seventy only) comprising 53,14,04,670 equity shares of 1/- each. As on March 31, 2026, the listed share capital of the Company stood at 52,78,04,670 (Rupees Fifty-Two Crore Seventy-Eight Lakh Four Thousand Six Hundred Seventy only) comprising 52,78,04,670 equity shares of 1/- each. The difference of 36,00,000 equity shares represents the equity shares allotted on March 31, 2026, pursuant to the conversion of warrants, for which the listing and trading approvals from the Stock Exchanges were pending as on March 31, 2026.

The Company has not issued any shares with differential voting rights. Accordingly, the provisions of Section 43(a)(ii) of the Companies Act, 2013, read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable to the Company.

Summary of Changes in the Paid-up Share Capital during the Financial Year 2025-26

S.No Particulars	Allotment Date	No. of Shares Allotted	Post allotment Capital
1. FCCB	July 04, 2025	56,32,900	49,32,02,570
2. FCCB	August 26, 2025	2,05,19,850	51,37,22,420
3. FCCB	September 08, 2025	40,23,500	51,77,45,920
4. FCCB	September 25, 2025	1,00,58,750	52,78,04,670
5. Conversion of Warrants	March 31, 2026	36,00,000	53,14,04,670

The shareholders of the Company had approved the Kellton Tech Solutions Limited Employee Stock Option Scheme, 2013 (ESOP 2013), pursuant to which stock options are granted to eligible employees in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The disclosures relating to the Scheme, as required under the applicable regulations, form part of this Annual Report. Disclosure regarding Employees Stock Option Plan and forming part of the Directors Report for the year ended March 31, 2026 is as follows:

S.No Particulars	Description
1. Date of Shareholders approval	ESOP Scheme, 2013 as approved on 27/12/2013 and amendment made on 27/09/2017 and on 30/09/2024 at the 23rd and 30 th Annual General Meeting of the Company
2. Total number of options granted	2,31,63,330
3. Vesting requirements	12-60 months
4. The pricing formula	Closing price of equity shares on the stock exchange where the shares are listed from vesting date
5. Maximum term of options granted	Employees to exercise options within 3 years
6. Source of shares	Primary
7. Method used to account for ESOS	Fair Value

Option movement during the year (For each ESOS):

Particulars	Details
Number of options outstanding at the beginning of the period	35,38,505
Number of options granted during the year	0
Number of options forfeited / lapsed during the year	1,66,670
Number of options vested during the year	9,02,775
Number of options exercised during the year	-
Number of shares arising as a result of exercise of options	-
Money realized by exercise of options (INR), if scheme is implemented directly by the company	-
Loan repaid by the Trust during the year from exercise price received	-
Number of options outstanding at the end of the year	33,71,835
Number of options exercisable at the end of the year	15,66,285

Note: Details of disclosures pursuant to ESOP required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available at the website: www.kellton.com

Further, a Certificate from the secretarial auditors of the Company as prescribed under SEBI (SBEB & SE) Regulations is placed before the members in the AGM. The same is also uploaded at https://www.kellton.com/ annual-general-meeting

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans, guarantees and investments covered under Section 186 of the Act, along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this Integrated Annual Report.

10. PUBLIC DEPOSITS:

The Company has not accepted/renewed any fixed deposits during the year under review.

11. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report.

12. LISTING WITH STOCK EXCHANGES:

The Equity Shares of your Company are listed on BSE Limited and National Stock Exchange of India Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to NSE and BSE where the Companys Shares are listed.

13. DIRECTORS, KEY MANAGERIAL PERSONNEL & BOARD MEETINGS:

COMPOSITION OF THE BOARD:

The composition of the Board of Directors of the Company is in conformity with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Board comprises an optimum combination of Executive, Non-Executive and Independent Directors, possessing diverse skills, expertise and experience necessary for effective governance of the

As on March 31, 2026, the Board comprised Eight (8) Directors, consisting of Three (3) Executive Directors and Five (5) Non-Executive Directors, including Four (4) Independent Directors. The Chairman of the Board is an Executive Director. The detailed composition of the Board, is provided in the Corporate Governance Report forming part of this Annual Report.

The Directors on the Board possess extensive experience and expertise in diverse fields, including technology, finance, corporate governance, strategy, business management and administration. The Board continues to provide effective leadership and strategic guidance to the Company and remains committed to maintaining the highest standards of corporate governance and ethical business practices.

The Company continues to maintain an optimum balance between Executive and Non-Executive Directors in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were no changes in the composition of the Board of Directors or the Key Managerial Personnel of the Company during the financial year under review.

DIRECTOR LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Srinivas Potluri (DIN: 03412700), Director, retires by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended his re-appointment for the approval of the Members at the ensuing AGM.

The necessary resolution together with the brief profile and other disclosures required under the Companies Act, 2013, the Listing Regulations and the Secretarial Standard on General Meetings forms part of the Notice convening the ensuing AGM

COMMITTEES OF THE BOARD

The Board has constituted various Committees in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, as well as to meet the functional requirements of the Company. The Committees function in accordance with the applicable legal and regulatory framework and exercise such powers and perform such duties as may be delegated to them by the Board from . time to time

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was held on February 12, 2026, without the attendance of Non-Independent Directors and members of the Management.

The Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors, including the Chairman, the Board as a whole, and assessed the quality, quantity and timeliness of the

Board, which is necessary for the Board to effectively and reasonably perform its duties.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. The Independent Directors have also confirmed compliance with the provisions of Regulation 25(8) of the Listing Regulations.

The Board has taken on record the declarations received from the Independent Directors and, after undertaking due assessment in accordance with

Regulation 25(9) of the Listing Regulations, is satisfied that all the Independent Directors fulfil the conditions of independence prescribed under the Companies Act, 2013 and the Listing Regulations and are independent of the Management.

The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise, experience, proficiency and competencies required for the effective discharge of their duties. Their diverse experience across areas such as technology, finance, corporate governance, strategy, legal and regulatory compliance, risk management, business management and leadership significantly contributes to the deliberations and decision-making process of the Board.

14. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met Twelve (12) times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

15. BOARD AND PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the Individual Directors.

The evaluation was conducted in accordance with the framework approved by the Nomination and Remuneration Committee (NRC) and was based on structured questionnaires and assessment criteria formulated afterof informationbetweentheManagement and considering the applicable statutory requirements and governance practices. The evaluation framework, inter alia, covered the composition of the

Board and its Committees, effectiveness of Board processes, strategic guidance, governance and risk oversight, quality of deliberations, participation and contribution of Individual Directors, leadership of the Chairman, functioning of the Committees, succession planning, regulatory compliance and the quality, adequacy and timeliness of information provided by the Management to the Board.

The Board evaluated its own performance, the performance of its Committees and the Individual Directors after considering the recommendations of the Nomination and Remuneration Committee. The performance of the Chairman was evaluated by the Independent Directors after taking into account the views of the Executive and Non-Executive Directors. In accordance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Independent Directors, at their separate meeting held on February 12, 2026, also reviewed the performance of the Non-Independent Directors, the Chairman and the Board as a whole.

The evaluation process provided an opportunity to review the effectiveness of the Boards functioning, governance processes and decision-making, while identifying areas for continuous improvement. Based on the outcome of the evaluation, the Board expressed its satisfaction with the overall effectiveness of the Board, its Committees and the Individual Directors in discharging their reaffirmed respectiverolesandresponsibilities,and its commitment to maintaining the highest standards of corporate governance and creating sustainable value for all stakeholders.

16. SUCCESSION PLAN:

The Board has satisfied itself that appropriate succession plans are in place for orderly succession to the Board of Directors and Senior Management, ensuring continuity of leadership and

17. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The Company has duly complied with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government, namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings.

18. SUBSIDIARY COMPANIES:

Following are the Subsidiary and Step-down subsidiaries of the Company:

Names of the parties	Description of relationship
Kellton Tech Inc	Wholly owned Subsidiary
Kellton Dbydx Software Private Limited	Wholly owned Subsidiary
Kellton Tech Solutions Inc	Wholly owned Subsidiary
Kellton Tech EU Limited*	Wholly owned Subsidiary
Kumori Technologies Services Pvt Ltd	Subsidiary
Evantage Solutions Inc	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech Inc)
Vivos Professional LLC	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech Inc)
Prosoft Technology Group Inc	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech Solutions Inc)
Intellipeople Inc	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech Solutions Inc)
Kellton Tech (UK) Limited	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech EU Limited)
Lenmar Consulting ,Inc	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech Solutions Inc)
SID Computer Group, Inc	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech Solutions Inc)
Talent Partners, Inc	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech Solutions Inc)
Planetpro Inc	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech Inc)
Param Pro Inc	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech EU Limited)
Planetpro Asia Pte Limited	Step Down Subsidiary (Wholly owned Subsidiary of Kellton Tech EU Limited)
Kellton Europe SP Z O O	Step Down Subsidiary (wholly owned subsidiary of Kellton Tech EU Limited)

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, confirm that: a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable

Indian Accounting Standards (Ind AS) have been followed and there are no material departures therefrom; b. appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the profit of the Company for the financial year ended on that date; c. proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts have been prepared on a going concern basis; e. adequate internal financial controls have been laid down and such internal financial controls are operating effectively; and proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis Report, as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, covering, inter alia, the industry structure and developments, business performance, opportunities ectiveness of and threats, outlook, risks and concerns, internal control systems and other matters, forms an integral part of this Annual Report.

21. CONSOLIDATION OF ACCOUNTS:

The Consolidated Financial Statements of the Company and its subsidiaries (the Group) for the financial year ended March 31, 2026 have been prepared in accordance with the provisions of the Companies Act, 2013, the applicable Indian Accounting Standards (Ind AS), including Ind AS 110 - Consolidated Financial Statements, prescribed under the Companies (Indian Accounting Standards) Rules, 2015, and other applicable statutory provisions.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is annexed to the Consolidated Financial Statements and forms part of this Annual Report. The same has been appended as

Annexure - I

The audited financial statements of the Company, including the Consolidated Financial Statements, together with the financial statements of its subsidiaries, are available on the website of the Company and may also be made available for inspection by the Members in accordance with the applicable provisions of the Companies Act, 2013.

22. AUDITORS:

I. STATUTORY AUDITOR:

Pursuant to the approval accorded by the Members at the 31st Annual General Meeting, M/s. Anant Rao & Malik, Chartered Accountants (Firm Registration No. 006266S) continue as the Statutory Auditors of the Company for a second term of five (5) consecutive years, commencing from the conclusion of the 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting.

The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under the Companies Act, 2013 and that they are not disqualified from continuing as the Statutory

Auditors of the Company.

II. STATUTORY AUDITORS REPORT:

The Statutory Auditors Reports on the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 do not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the Financial Statements referred to in the Auditors Reports are self-explanatory and, therefore, do not call for any further comments under Section 134(3) of the Companies Act, 2013.

The Audit Committee reviews the independence, the Statutory objectivity and Auditors and monitors the effectiveness of the audit process on a periodic basis.

III. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. N. V. S. S. Suryanarayana Rao, Practicing Company Secretary (Membership No. A5868, Peer Review Certificate No. 1506/2021) continues as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, commencing from FY 2025-26 and ending with FY 2029-30, pursuant to the approval of the Members.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by the Secretarial Auditor in Form MR-3, forms part of this Boards Report as Annexure - VII.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comments from the Board.

IV. MAINTENANCE OF COST RECORDS & COST AUDIT:

The Company is engaged in Information Technology & related activities and hence provisions related to maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable. V. INTERNAL AUDITORS: Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. Ravindhar Nagireddy & Associates, Chartered Accountants, continue as the Internal Auditors of the Company for the term commencing from FY 2023-24 to FY 2027-28. The Internal Auditors conduct risk-based internal audits across various functions of the Company in accordance with the annual internal audit plan approved by the Audit Committee. The Internal Audit Reports, together with the managements responses and the status of implementation of corrective actions, are periodically reviewed by the Audit Committee, which monitors the adequacy and effectiveness of the Companys internal financial controls, governance processes and risk management framework.

Management responses to observations in Secretarial Audit Report:

The following are the responses of the management against the observations made by the Secretarial Auditor:

Observation	Response by Management
1. Non-compliance was observed in respect of the revised prior intimation of the Board Meeting held on September 06, 2025. The Company had initially intimated the Stock Exchanges regarding the Board Meeting scheduled to be held on September 05, 2025 within the prescribed timeline. Subsequently, the meeting was rescheduled to September 06, 2025 and the revised intimation was submitted on September 04, 2025, resulting in non-compliance with the prescribed notice period under Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stock Exchanges levied a fine of 11,800/- each. The Management attributed the delay to the inclusion of an urgent fund- raising proposal requiring shareholders approval.	The delay occurred due to re- scheduling of the Board Meeting in view of an urgent fund-raising proposal requiring shareholders approval.
2. Non-compliance was observed in respect of submission of the Shareholding Pattern for the quarter ended December 31, 2025 to BSE Limited, which was filed with a delay of two days beyond the prescribed timeline. The Company has represented that the Shareholding Pattern was submitted to the National Stock Exchange of India Limited within the prescribed timeline, while the submission to BSE Limited was delayed due to a technical issue. BSE Limited levied a fine of 4,720/- for the delayed submission.	The delay was due to a techni- cal issue, while the Shareholding Pattern was submitted to NSE within the prescribed timeline.
3. The Company could not complete the filing of Form IEPF-2 with the Ministry of Corporate Affairs within the prescribed timeline due to technical/data validation issues encountered on the MCA portal. The Company has represented that the matter has been taken up with the concerned authorities and is in the process of resolving the same.	The delay was due to technical/ data validation issues encoun- tered on the MCA portal. The matter has been taken up with the concerned authorities.

4. Non-compliance was observed in respect of the delay in filingof certain e-Forms, including Form MGT-14, relating to certain Board Resolutions approving investments in overseas subsidiaries. The delay was attributable to inadvertent procedural oversight in completing the statutory filing formalities. The Company subsequently filed the respective forms along with the applicable additional fees.

Date of Board Resolution	Particulars of Resolution / Investment	Delay in Filing
19 September 2025	Approval of Overseas Direct Investment of up to USD 2,000,000 in Kellton Tech Inc.	320 days
1 November 2025	Approval of Overseas Direct Investment of up to USD 7,000,000 in Kellton Tech Inc.	280 days
12 November 2025	Approval of investment of \u20ac100,000 in Kellton Tech EU Limited	266 days
19 February 2026	Approval of investment of \u20ac1,000,000 in Kellton Tech EU Limited	170 days

Response to Observation 4

The delay was attributable to inadvertent procedural oversight in completing the statutory filing formalities. The Company subsequently filed the respective forms along with the applicable additional fees.

As required under the provisions of SEBI LODR

Regulations, a Certificate confirming that none of the Directors on the Board have been debarred or disqualified by the Board/Ministry of Corporate Affairs or any such statutory authority obtained from M/s. NVSS Suryanarayana Rao., Practicing Company Secretaries is a part of the Corporate Governance report under

Annexure-IV.

23. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability

Report (BRSR) of the Company for the financial ended March 31, 2026 forms an integral part of this Annual Report and is also available on the website of the Company.

The BRSR provides disclosures on the Companys performance against the nine principles of the National Guidelines on Responsible Business Conduct (NGRBC), including the prescribed Essential Indicators and Leadership Indicators. The Business Responsibility and Sustainability Committee periodically reviews the Companys sustainability initiatives, BRSR disclosures and related policies, as may be required from time to time.

24. CORPORATE SOCIAL RESPONSIBILITY:

Kellton Tech Solutions Limited remains committed to creating sustainable value for society through its Corporate Social Responsibility (CSR) initiatives. The

Company firmly believes that sustainable business growth must go hand in hand with social responsibility and strives to contribute meaningfully towards the socioeconomic development of the communities in which it operates. Accordingly, the Companys CSR initiatives are undertaken in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and are aligned with its vision of promoting inclusive and sustainable development.

During the financial yearunder review, the Company continued to focus its CSR efforts on key areas such as education, healthcare and community welfare. As part of its commitment to promoting education, the Company extended financial assistance in the form of scholarships to deserving and economically disadvantaged students, enabling them to pursue higher education and enhance their future opportunities. The Company also supported initiatives aimed at improving access to healthcare and contributing to the overall well-being of the communities it serves.

The Company remains committed to implementing CSR programmes in a transparent, accountable and sustainable manner, with an emphasis on creating long-term social impact and improving the quality of life of the beneficiaries.

The Annual Report on Corporate Social Responsibility containing the disclosures prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Boards Report as Annexure - X. The CSR Policy of the Company is available on the Companys website at www.kellton.com.

25. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism / Whistle Blower Policy to provide Directors, employees and other stakeholders with an avenue to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other improper practices, without fear of retaliation.

The Policy provides adequate safeguards against victimisation of persons who use the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. During the financial year under review, no person was denied access to the Audit Committee.

The Vigil Mechanism/Whistle Blower Policy is available on the Companys website at https://www.kellton.com/ legal-policies.

26. RISK MANAGEMENT POLICY:

The Company has a risk management policy in place which mitigates the risk in appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may jeopardize the existence of the Company.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2021, top 1000 listed companies based on market capitalization are mandatorily required to constitute the Risk Management Committee and adopt the Risk Management Policy of the Company. Meetings of the risk management committee were held on Nov 19, 2025; and Feb 12, 2026.

Sl. No Name of the Member	Designation
1. Satya Prasad Sayala	Chairman
2. Srinivasa Vijay Kumar Appana	Member
3. Niranjan Chintam	Member

27. POLICY ON SEXUAL HARASSMENT:

The Company is committed to providing a safe, secure, respectful and inclusive work environment for all its employees and has zero tolerance towards any form of sexual harassment at the workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules made thereunder.

The Company has constituted an Internal Committee in compliance with the provisions of the POSH Act to receive, inquire into and redress complaints of sexual harassment. The Internal Committee is duly constituted in accordance with the requirements of the POSH Act and functions independently to ensure a fair, impartial and timely redressal mechanism.

During the financial year under review, the Company conducted various awareness and sensitisation Programmes for employees to promote awareness of the provisions of the POSH Act, reinforce the Companys policy on prevention of sexual harassment and encourage a culture of mutual respect, dignity and inclusivity. The Company remains committed to fostering a healthy, safe and harassment-free workplace where every employee can perform their duties with confidence and dignity.

The Policy on Prevention of Sexual Harassment is available on the Companys website at https://www. kellton.com/legal-policies.

During the financial year ended March 31, 2026, no complaint relating to sexual harassment was received by the Company under the provisions of the POSH Act

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has adopted a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the Companys website at https://www.kellton.com/legal-policies.

All Related Party Transactions entered into during the year were in the ordinary course of business and financial on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the year, there were no materially significant Related Party Transactions that could have had a potential conflict with the interests of the Company .

All Related Party Transactions are placed before the Audit Committee for its review and approval. The Audit Committee grants omnibus approval for transactions of a repetitive nature in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. A statement containing the details of Related Party Transactions entered into pursuant to such omnibus approvals is placed before the Audit Committee on a quarterly basis for its review.

The disclosures relating to Related Party Transactions, as required under the applicable accounting standards, form part of the Notes to the Standalone and Consolidated Financial Statements included in this Annual Report. Since all Related Party Transactions entered into during the financial year were on an arms length basis and in the ordinary course of business, the disclosure in Form AOC-2 pursuant to Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013 is not applicable to the Company.

29. MATERIAL SUBSIDIARY POLICY:

The Company has adopted a Policy for Determining Material Subsidiaries in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Policy provides the framework for identifying material subsidiaries and lays down the governance requirements to ensure of the operations and management of such subsidiaries in ectively provide for compliance with the applicable regulatory requirements. The Policy aims to ensure an appropriate governance framework for the Companys subsidiaries through periodic monitoring of their operational and financial performance, review of significant compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The

Board periodically reviews theaffairs of its subsidiaries to ensure that their business activities are aligned with the overall objectives and governance standards of the Company.

The Policy for Determining Material Subsidiaries is available on the Companys website at https://www. kellton.com/legal-policies.

30. PARTICULARS OF EMPLOYEES:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as

Annexure - III to this Report.

In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company. The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - III and forms part of this Report.

31. CHAIRMAN & MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION:

As required under the SEBI Guidelines, the Chairman and Managing Director and the Chief Financial Officer Certification is attached to this Report.

32. INTERNAL AUDIT & CONTROLS:

The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorised, recorded and reported correctly. The internal control is supplemented by an extensive program of internal audits, review by management and procedures. It is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets. The Companys Internal Audit Department is regularly carrying out the Audit in all areas. Normal foreseeable risks of the Companys Assets are adequately covered by comprehensive insurances.

33. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adequate Internal Financial Controls oversight consistent with the nature of business and size of safety of its theoperations,to assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. transactions and These systems ascertain that transactions are authorised, recorded and reported correctly. The Company ensures adherence with all internal control policies and procedures as well as compliance with all regulatory guidelines in respect of the business, risk, branches and support functions. The Audit Committee

Annual Report 2025-26 75 of the Board of Directors reviews the adequacy of these systems. All significant

Auditors and follow-up actions were duly reported upon and discussed at the Audit Committee. During the year under review, the Internal Control Framework was evaluated on the design and effectiveness of controls by an Independent Risk Advisory Consultant and was found to be in accordance with the Internal Financial controls requirement of Companies Act, 2013. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

34. INDUSTRIAL RELATIONS:

The Company enjoyed cordial relations with its employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company, and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

During the period under review, there was no application made nor any proceeding initiated or pending under the Insolvency and Bankruptcy code, 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the period under review, there was no one-time settlement with any Bank.

37. HUMAN RESOURCES:

Your Company treats its Human Resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

38. Policy on Directors Appointment and Remuneration

The Company has in place a Policy on Directors Appointment and Remuneration formulated by the Nomination and Remuneration Committee and approved by the Board of Directors in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy lays down the criteria for determining qualifications, positive attributes and independence of

Directors and provides for the principles and criteria for determining remuneration of Directors, Key Managerial audit observations of the Internal Personnel and other senior management personnel. The Policy also provides for ensuring that the level and composition of remuneration is reasonable and to attract, retain and motivate Directors and other key personnel.

The Policy on Remuneration of the Company is available on the website of the Company at https://www.kellton. com/legal-policies

39. Statement on Frauds Reported by the Auditor under Section 143(12)

Pursuant to Section 134(3)(ca) of the Companies Act,

2013, the Board of Directors confirms that no fraud has been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013, other than those which are reportable to the Central Government, during the financial year under review.

40. Statement of Deviation or Variation

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms the preferential issue of warrants during the financial year under review have been utilised for the purposes stated in the relevant offer documents/notice of the General Meeting approving the said issue.

There has been no deviation or variation in the utilisation of the proceeds raised through the preferential issue from the objects stated in the offer document/notice of the General Meeting.

The statement of deviation/variation, as applicable, has been submitted to the Stock Exchanges in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

41. ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation for the support and co-operation extended by the bankers, financial institutions, joint development partners, shareholders, government agencies and other business associates. Your Directors wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

For and on behalf of the Board of Directors

Sd/-	Sd/-
Krishna Chintam	Niranjan Chintam
Managing Director	Whole-Time Director
DIN: 01658145	DIN: 01658591

Date : 05.09.2026
Place : Hyderabad