Your Directors are pleased to present the 31st Annual Report, highlighting the Business Performance along with the Audited
Financial Statements for the financial year ended March 31, 2025. 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 of ? 10,97,82,12,182 in the current financial year, as compared to ? 9,82,89,43,631 in the
previous financial year.

Profit Before Tax (PBT) and Exceptional Items:

Profit before tax and exceptional items stood at ? 92,50,34,829, showing an increase from ? 71,90,65,212 in the previous
financial year.

Profit After Tax (PAT):

Profit after tax increased significantly to ? 79,72,37,265, showing an increase from ? 64,01,09,601 in the previous financial
year.

Standalone:

Revenue from Operations:

The Company recorded a revenue of ? 1,88,93,22,097 in the current financial year, as compared to ? 1,84,71,53,469 in the
previous financial year.

Profit Before Tax (PBT) and Exceptional Items:

Profit before tax and exceptional items stood at ? 18,13,89,122, showing an increase from ? 13,67,94,073 in the previous
financial year.

Profit After Tax (PAT):

Profit after tax increased significantly to ? 13,52,22,390, compared to a loss of ? 9,95,44,172 in the previous financial year.
The summarized financial results of the Company for the period ended March 31, 2025 are as follows:

2. REVIEW OF PERFORMANCE AND STATE OF THE
COMPANY'S 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 Company stood apart by
not only withstanding the 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 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 material change in the nature of
business activities of the Company's subsidiaries,
and they continued to operate within their respective
domains of competence. This consistency reflects the
stability of the Group's 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
Company's 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, 2025. 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 2024-25.

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
Company's 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 2024-25, prepared in accordance with Section
92(1) of the Act, has been placed on the Company's
website. The same is available at the following link:
https://www.kellton.com/annual-general-meeting.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

1. Issuance of Foreign Currency Convertible Bonds
(FCCBs)

In furtherance to the approval received from the
shareholders of the Company through a Postal
Ballot conducted during December 24, 2024,
to January 22, 2025, the Company initiated the
process of issuing Foreign Currency Convertible
Bonds (FCCBs) aggregating to USD 10 million.

Subsequently, the Company secured approval
for this issuance from both the Bombay Stock
Exchange (BSE) and the National Stock Exchange
(NSE) on February 20, 2025.

Further, the Board of Directors constituted and
designated the Security Issuance Committee
to oversee the issuance of FCCBs and related
activities. Following due compliance with all
regulatory requirements, the Company allotted
10,000 FCCBs with a face value of USD 1,000 each.

As of the date of issuance of this report, the
Company has converted bonds, against which it has
allotted 2,61,52,750 Equity shares of ? 1/- each.

The FCCBs carry a coupon rate of 6.5% per annum, with a tenure of 10 years and 1 month from the date of full
allotment. The "Relevant Date" for pricing the FCCBs, as per the Foreign Currency Convertible Bonds and Ordinary
Shares (Through Depository Receipt Mechanism) Scheme, 1993, was May 14, 2025, and the floor price was determined
at ?106 per equity share.

The issuance of FCCBs and the related commitments represent a significant development that is expected to
strengthen the Company's financial position and support its growth initiatives.

2. Sub-Division / Split of Equity Shares

The Board of Directors at their meeting held on June 14, 2025, approved the proposal for sub-division/split of fully paid-
up equity shares of the Company from face value of ?5 each into five (5) equity shares of ?1 each, fully paid-up. This
strategic move was aimed at increasing affordability and liquidity for retail shareholders, thereby enhancing investor
participation in the Company's value creation journey.

The approval of shareholders for the aforementioned sub-division, along with the necessary alteration to the Capital
Clause (Clause V) of the Company's Memorandum of Association, was obtained through an Extraordinary General
Meeting (EGM) held on July 11, 2025. Pursuant to shareholder approval and in compliance with Section 13, Section
61(1)(d), and Section 64 of the Companies Act, 2013, necessary filings were made with the Registrar of Companies.

The record date for the same was fixed as July 25, 2025
Capital Structure: Before and After Split

This change was formally incorporated into Clause V of the Memorandum of Association, as detailed below:

• Existing Clause V: ?60,00,00,000 divided into 12,00,00,000 equity shares of ?5 each

• Revised Clause V (Post-Split): ?60,00,00,000 divided into 60,00,00,000 equity shares of ?1 each.

Effect of the Share Split on Existing Commitments

The Board ensured that adjustments—aligned with all applicable regulatory frameworks—were made to outstanding
convertible instruments and employee incentive commitments, including:

• Employee Stock Option Plans (ESOPs)

• Foreign Currency Convertible Bonds (FCCBs)

• Warrants (subject to shareholder approval)

Such adjustments were critical to preserve the economic interests and entitlements of existing holders post-split, and
may remain pending until the record date of the split.

Impact and Rationale

As a result of the sub-division/split of equity shares, Kellton's equity has become more affordable, positively impacting
retail shareholders by providing broader opportunities for ownership and participation in the Company's future growth.
The process followed all statutory requirements and best practices, ensuring a smooth transition while safeguarding
existing shareholder and stakeholder interests

3. Allotment of Warrants

The Company also approved raising funds through the preferential issue and allotment of up to 55,00,000 convertible
warrants, priced at ?126 each (including a premium of ?121), aggregating to ?69.3 crores. The convertible warrants,
issuable to select promoter and non-promoter investors, are each convertible into one equity share of face value ?5,
exercisable in one or more tranches within 18 months from allotment.

The Shareholders approved these proposals at the Extraordinary General Meeting (EGM) held on July 11, 2025.
Following the EGM, the Company obtained in-principle approvals from the stock exchanges for the allotment of
warrants.

As on the date of this report, the Company has initiated the process of allotment in compliance with all regulatory
requirements and continues to work closely with relevant authorities.

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

There are no significant and material order has been passed by Regulators or Courts, Tribunals impacting the going concern
status and Company's operations in future.

8. SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31, 2025 stood at ?60,00,00,000 (Rupees Sixty Crore only)
divided into 12,00,00,000 (Twelve Crore) Equity Shares of ?5/- (Rupees Five) each.

As of March 31, 2025, the listed share capital of the Company was ?48,70,53,015 (Rupees Forty-Eight Crore Seventy Lakh
Fifty-Three Thousand Fifteen only), comprising 9,74,10,603 (Nine Crore Seventy-Four Lakh Ten Thousand Six Hundred and
Three) equity shares of ?5 each.

The paid-up share capital as on the same date 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 (Nine Crore Seventy-Five Lakh Thirteen Thousand Nine
Hundred Thirty-Four) equity shares of ?5 each. This reflects the allotment of 1,03,331 shares on March 28, 2025, pursuant to
the exercise of ESOP options granted to eligible employees. Listing approval for these newly allotted shares was subsequently
obtained on April 04, 2025, and hence these shares were not part of the listed capital as on March 31, 2025.

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.

I) The shareholders of the company have vide resolution passed at the 19^th Annual General Meeting approved ESOP
2013 and has granted options to the employees.

Disclosure regarding Employees Stock Option Plan and forming part of the Directors' Report for the year ended March 31,
2025 is as follows:

Option movement during the year (For each ESOS):

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-aeneral-meetina

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:

i. CONSERVATION OF ENERGY:

In line with our philosophy that 'Energy saved is energy produced,' we have implemented measures tailored to our
business operations to reduce and conserve energy consumption. This includes the use of energy-efficient equipment
wherever necessary.

ii. TECHNOLOGY ABSORPTION:

We remain committed to focusing on and investing in research and development of new products, technology and
methodologies to enhance the quality of our offerings.

iii. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In accordance with the provisions of Section 134 of the Companies Act, 2013, read with the Relevant Rules the
information relating to foreign exchange earnings and outgo is provided under Notes 35 (ii-a) to the Financial Statement
for the year.

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 2024-25 to NSE and BSE where the Company's Shares are
listed.

13. DIRECTORS, KEY MANAGERIAL PERSONNEL & BOARD MEETINGS:

COMPOSITION OF THE BOARD:

The composition of the Board of the Company is in accordance with the provisions of Section 149 of the Act and Regulation
17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

The Board of Directors of your company is duly constituted. The Board consists of Total of 8 Directors, comprising of 3
Executive Directors, and 5 Non-Executive Directors including 4 Independent Directors. The Chairman of the Board is
Executive Director. The complete list of Directors of the Company has been provided in the Report on Corporate Governance
forming part of the Annual Report.

The Directors on the Board of the Company are persons with proven competency, integrity, experience, leadership qualities,
financial and strategic insight. They have a strong commitment to the Company and devote sufficient time to the Meetings.

Your Directors believe that the Board must consciously create a culture of leadership to provide a long-term vision and policy
approach to improve the quality of governance. The Board's actions and decisions are aligned with the Company's best
interests.

The company has maintained an optimum combination of Executive and Non-Executive Directors.

Following Changes took place in the Directors and KMP of the Company during the Financial year 2024-25

Except the above, there were no changes in the Key
Managerial Personnel of the Company.

DIRECTOR(S) LIABLE TO RETIRE BY ROTATION

i. In accordance with the provisions of Section
152(6) of the Companies Act, 2013 Mr. Srinivas
Potluri (DIN: 03412700) Director of the Company
retires by rotation at the ensuing Annual General
Meeting (AGM) of the Company and being eligible,
offers himself for re-appointment at the ensuing
AGM. The Board on the recommendation of the
Nomination & Remuneration Committee (NRC) has
recommended his re-appointment

The Resolutions seeking approval of Members for the
re-appointment of all the Directors are detailed in the
Notice of the ensuing AGM along with their brief profile.

COMMITTEES OF THE BOARD

The Board has set up various Committees in compliance
with the requirements of the business & relevant
provisions of applicable laws and layered down well-
documented terms of references of all the Committees.

Details with respect to the Composition, terms of
reference and number of meetings held, etc. are included
in the Report on Corporate Governance forming part of
the Annual Report.

During the year under review, all the recommendations/
submissions made by the Audit Committee and other
Committees of the Board were accepted by the Board.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated in the Code of Conduct for Independent
Directors under the Act and the Listing Regulations,a
separate Meeting of the Independent Directors of the
Company was held on February 12, 2025 to review the
performance of Non-Independent Directors (including
the Chairman) and the Board as a whole.

The Independent Directors also assessed the quality,
quantity and timeliness of flow of information between
the Company Management and the Board, which is
necessary to effectively and reasonably perform and
discharge their duties.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of your Company have
submitted their declaration of independence, as required,
pursuant to the provisions of Section 149(7) of the Act
and Regulation 25(8) of the Listing Regulations, stating
that they meet the criteria of independence, as provided
in Section 149(6) of the Act and Regulation 16(1)(b) of
the Listing Regulations and are not disqualified from
continuing as Independent Directors of your Company.
Further, veracity of the above declarations has been
assessed by the Board, in accordance with Regulation
25(9) of the Listing Regulations.

The Board is of the opinion that the Independent
Directors of the Company hold highest standards

of integrity and possess requisite qualifications,
expertise & experience (including the proficiency) and
competency in the business & industry knowledge,
financial expertise, digital & information technology,
corporate governance, legal and compliance, marketing
& sales, risk management, leadership & human resource
development and general management as required to
fulfill their duties as Independent Directors.

14. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met 14 (Fourteen)
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 SEBI (LODR) Regulations, 2015, the Board has
carried out an Annual Performance Evaluation of its own
performance, the Directors individually as well as the
evaluation of the working of its various Committees.
Structured questionnaires were prepared after taking
into consideration inputs received from the Directors,
covering various aspects of the Board's functioning such
as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance
of specific duties, obligations and governance. A separate
exercise was carried out to evaluate the performance
of individual Directors including the Chairman of the
Board, who were evaluated on parameters such as
level of participation in the meetings and contribution,
independence of judgment, safeguarding the interest of
the Company and other stakeholders etc. The Board of
Directors expressed their satisfaction with the evaluation
process.

In a separate meeting held on February 12, 2025,
the performance evaluation of the Chairman, Non¬
Independent Directors and the Board as a whole
was carried out by the Independent Directors. The
Independent Directors expressed their satisfaction with
the evaluation process. The performance evaluation of
all the Directors, Committees and the Board was carried
out by the Nomination & Remuneration Committee,
Independent Directors and Board at their respective
meetings.

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to members' roles and
responsibilities

d. Improved chairman - managing directors and
board relations The evaluation process covers the
following aspects

- Self-evaluation of directors.

- Evaluation of the performance and effectiveness of the board.

- Evaluation of the performance and effectiveness of the committees.

- Feedback from the non-executive directors to the chairman.

- Feedback on management support to the board.

16. SUCCESSION PLAN:

The Board of Directors has satisfied itself that plans are in place for orderly succession for appointment to the Board of
Directors and Senior Management.

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

The Company has complied with the applicable Secretarial Standards. The Directors state that applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively have
been duly followed by the Company.

18. SUBSIDIARY COMPANIES:

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

19. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to Directors'
Responsibility Statement, your board of directors to the best of their knowledge and ability confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting
standards have been followed and there are no material departures.

b. They have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period.

c. They have taken proper and sufficient care towards
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. They have prepared the annual accounts of the
Company on a going concern basis.

e. They have laid down internal financial controls,
which are adequate and are operating effectively.

f. They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and operating
effectively.

20. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis Report
highlighting the industry structure and developments,
opportunities and threats, future outlook, risks and
concerns etc. is furnished separately and forms part of
this report.

21. CONSOLIDATION OF ACCOUNTS:

The Consolidated Financial Statements of the Company
and its Subsidiaries ("the Group") for the year ended
March 31, 2025 are prepared in accordance with
generally accepted accounting principles applicable in
India, and the Indian Accounting Standard 110 (Ind AS
110) on 'Consolidated Financial Statements', notified by
Companies (Accounting Standards) Rules, 2015, ("Indian
Accounting Standards") by and to the extent possible in
the same format as that adopted by the Company for its
separate financial statements. A statement containing
brief financial details of the subsidiaries for the financial
year ended March 31, 2025 in the AOC-1 is appended as
Annexure - I to the Board's Report. The annual accounts
of these subsidiaries and the related detailed information
will be made available to any member of the Company/
its subsidiaries seeking such information at any point of
time and are also available for inspection by any member
of the Company/its subsidiaries at the registered office
of the Company.

The annual accounts of the subsidiaries will also be
available for inspection, as above, at registered office of
the respective subsidiary companies.

22. AUDITORS:

I. STATUTORY AUDITOR:

In terms of provisions of Section 139 of the
Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, at the 26^th Annual

General Meeting held on September 28, 2020, the
Company has appointed M/s. Anant Rao & Malik,
Chartered Accountants having FRN: 006266S),
Hyderabad, as statutory auditors of the Company
to hold the office for the term of 5 (Five) years till
the conclusion of 31^st Annual General Meeting of
the Company.

The current term of M/s. Anant Rao & Malik,
Chartered Accountants (Firm Registration No.:
006266S), as Statutory Auditors of the Company
will conclude at the end of the ensuing 31st AGM of
the Company. In view of this, the Board of Directors
has recommended the re-appointment of M/s.
Anant Rao & Malik, Chartered Accountants, as the
Statutory Auditors of the Company for the next
term of five (5) consecutive years, commencing
from the conclusion of the 31st AGM until the
conclusion of the 36th AGM of the Company,
subject to the approval of the Members.

The Notes on financial statement referred in the
Auditors' Report are self-explanatory and do not
call for any further comments. The Auditors' Report
does not contain any qualification, reservation or
adverse remark.

The Audit Committee reviews the independence
and objectivity of the Auditors and the effectiveness
of the Audit process.

Mr. V. Anant Rao Partner, M/s. Anant Rao & Malik,
Chartered Accountants, Statutory Auditors of
the Company, has signed the Audited Financial
Statements of the Company

II. STATUTORY AUDITORS' REPORT:

The Statutory Auditors' Report issued by M/s. Anant
Rao & Malik Chartered Accountants for the year
under review does not contain any qualification,
reservations, adverse remarks or disclaimer. The
Notes to the Accounts referred to in the Auditors'
Report are self-explanatory and therefore do not
call for any further clarifications under Section
134(3)(f) of the Act. Further, pursuant to Section
143(12) of the Act, the Statutory Auditors of the
Company have not reported any instances of
frauds committed in the Company by its officers or
employees.

III. SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT:

In terms of the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Board had appointed Mr. NVSS
Suryanarayana Rao, Practicing Company Secretary,
as Secretarial Auditor of the Company for the
financial year 2024-25 and secretarial audit report
for the financial year ended March 31, 2025 is
enclosed as Annexure-VII.

Further, the Board of Directors appointed M/s. N. V. S. S. Suryanarayana Rao, Practicing Company Secretary
(Membership Number: 5868, Peer Review Certificate No. 1506/2021) as the Secretarial Auditor of the Company for the
first term of five (5) consecutive years, effective from FY 2025-26 to FY 2029-30, subject to the approval of Members.

Further, the Company has obtained the Annual Secretarial Compliance Report from M/s. N. V. S. S. Suryanarayana
Rao, Practicing Company Secretary (Membership Number: A5868), for the financial year 2024-25. The report,
submitted in accordance with the provisions of the Companies Act, 2013, the rules prescribed thereunder, and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirms that
the Company has complied with all applicable statutory and regulatory requirements during the said financial year.

This report affirms the Company's adherence to the various corporate governance standards, secretarial standards,
and regulatory compliances mandated for listed entities, thereby demonstrating the Company's commitment to
transparency and good governance.

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:

The Board at its Meeting held on May 30, 2022 had appointed Mr. Ravindhar Reddy, Chartered Accountant, as Internal
Auditors for the FY 2022-23 to conduct the internal audit of the various areas of operations and records of the Company.

Further, the Board at its Meeting held on May 30, 2023 has re-appointed M/s. Mr. Ravindhar Reddy, Chartered
Accountants as the Internal Auditors for a term of 5 (five) years commencing from FY 2023-24 to FY 2027-28. The
periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments
of the management on the action taken to correct any observed deficiencies on the working of the various departments.

Management responses to observations in Secretarial Audit Report:

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

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"):

In terms of Regulation 34(2)(f) of the Listing Regulations,
the initiatives taken by the Company from an
Environmental, Social, Governance & Sustainability
perspective are provided in the Business Responsibility
& Sustainability Report ("BRSR") which is presented in
a separate section and forms part of the Annual Report
and is also uploaded on the website of the Company at
www.kellton.com.

BRSR includes details on performance against the nine
principles of the National Guidelines on Responsible
Business Conduct and a report under each principle,
which is divided into essential and leadership indicators is
also part of it. The Business Responsibility & Sustainability
Committee overviews the BRSR and policies as may be
required from time to time.

24. CORPORATE SOCIAL RESPONSIBILITY:

Kellton Tech believes in balancing growth priorities with
social responsibility. Indeed, even in its commercial
undertakings, it attaches special weightage to those
projects concerning the welfare of masses. With
healthcare, child education and destitute care as its focus
areas, Kellton Tech has contributed to its bit to society
through various initiatives in these arenas. Kellton Tech
is providing scholarship to needy, deserving students for
further education.

A Report on Corporate Social Responsibility (CSR) Policy
and Activities as per Rule 8 of Companies (Corporate
Social Responsibility Policy) Rules, 2014 is appended to
this annual report as Annexure - X and link to the CSR
policy is available at the website www.kellton.com

25. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to the provisions of section 177 of the
Companies act, 2013 and the rules framed there
under and pursuant to the applicable provision of
Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
established a mechanism through which all stakeholders
can report the suspected frauds and genuine grievances
to the appropriate authority. The Whistle blower policy
which has been approved by the Board of Directors of
the Company has been hosted on the website of the
Company viz https://www.kellton.com/legal-policies

26. RISK MANAGEMENT POLICY:

The Company has risk management policy in place which
mitigates the risk at 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 is
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 May 30, 2024, Sep 05, 2024, Nov 12, 2024,
Feb 12, 2025

27. POLICY ON SEXUAL HARASSMENT:

During the financial year ended March 31, 2025, the
Company maintained its commitment to providing
a safe, respectful, and inclusive work environment
for all employees. The Company has implemented
robust policies and procedures to prevent and address
incidents of sexual harassment in the workplace, in strict
compliance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Company also has in place duly constituted
Internal Complaints Committee (ICC) to consider and
resolve all sexual harassment complaints reported by
women. The constitution of the ICC is as per the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the committee
includes external members from NGOs or with relevant
experience. Investigation is conducted and decisions
made by the ICC at the respective location, and a senior
women employee is the presiding officer over every case.
Majority of the total members of the IC are women.

The policy on sexual Harassment policy which has been
approved by the Board of Directors of the Company has
been hosted on the website of the Company viz. https://
www.kellton.com/legal-policies.

During the financial year ended March 31, 2025, the
Company has not received any complaints pertaining to
Sexual Harassment.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

The Company has formulated a policy on materiality
of related party transactions and manner of dealing
with related party transactions which is available on the
Company's website at the link: https://www.kellton.com/
legal-policies.

All contracts / arrangements / transactions entered
by the Company during the financial year with related
parties were in its ordinary course of business and on an
arm's length basis.

Particulars of every contract or arrangements entered
into by the Company with related parties referred to in
sub-section (1) of section 188 of the Companies Act,
2013 including certain arm's length transactions under
third proviso thereto shall be disclosed in Form No.
AOC-2 as Annexure -II

All transactions with related parties were reviewed and
approved by the Audit Committee. Omnibus approval
is obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of
business and on an arm's length basis. A statement giving
details of all related party transactions entered pursuant
to omnibus approval so granted is placed before the Audit
Committee on a quarterly basis for its review. Details of
transactions, contracts and arrangements entered into
with related parties by the Company, during FY 2024-25,
is given under Notes to Accounts annexed to Financial
Statements, which forms part of this Annual Report.

29. MATERIAL SUBSIDIARY POLICY:

The Company has adopted a policy for determining
material subsidiary, in line with the requirements
of the Listing Agreement. The Policy on Material
Subsidiary is available on the website of the Company
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 employee's
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 authorized,
regarded 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 Company's Internal Audit Department is regularly
carrying out the Audit in all areas. Normal foreseeable
risks of the Company's Assets are adequately covered by
comprehensive insurances.

33. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adequate Internal Financial Controls
consistent with the nature of business and size of
the operations, to effectively provide for safety of its
assets, reliability of financial transactions with adequate
checks and balances, adherence to applicable statues,
accounting policies, approval procedures and to ensure
optimum use of available resources. These systems are
reviewed and improved on a regular basis.

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
of the Board of Directors reviews the adequacy of these
systems. All significant audit observations of the Internal
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 Company thrust is on the promotion of talent
internally through job rotation and job enlargement.

38. 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 : 06.09.2025
Place : Hyderabad