Kellton Tech Solutions Allots 36 Lakh Equity Shares Upon Warrant Conversion by Promoter Group

Kellton Tech Solutions Limited has successfully completed the allotment of 36,00,000 fully paid-up equity shares upon warrant conversion by its promoter group entity. The Board of Directors approved this allotment through a Circular Resolution passed on March 31, 2026, marking a significant capital structure enhancement for the technology solutions company.

Warrant Conversion Details

The allotment was made to M/s. Matnic Finvest LLP (LLPIN: AAM-1950), a promoter group entity, following their exercise of conversion rights for share warrants. The conversion details are structured as follows:

Parameter Details Allottee M/s. Matnic Finvest LLP Category Promoter Group Shares Allotted 36,00,000 equity shares Face Value ₹1 per share Exercise Price ₹18.9 per warrant Total Proceeds ₹6,80,40,000

The exercise price of ₹18.9 per warrant represents 75% of the total warrant exercise price of ₹25.2 per warrant, with the remaining 25% having been paid at the time of initial warrant allotment.

Outstanding Warrant Position

Matnic Finvest LLP originally held 2,25,00,000 warrants and has now converted 36,00,000 warrants into equity shares. The current warrant status shows:

Warrant Status Count Total Warrants Allotted 2,25,00,000 Warrants Converted 36,00,000 Warrants Pending Conversion 1,89,00,000 Conversion Deadline March 18, 2027

The remaining warrant holders have 18 months from the original warrant allotment date to exercise their conversion rights by paying the balance 75% amount of ₹18.9 per warrant.

Impact on Capital Structure

The warrant conversion has resulted in changes to the company's shareholding pattern and capital structure:

Capital Structure Before Allotment After Allotment Paid-up Share Capital ₹52,78,04,670 ₹53,14,04,670 Number of Equity Shares 52,78,04,670 53,14,04,670 Face Value per Share ₹1 each ₹1 each

Shareholding Pattern Changes

The allotment has strengthened the promoter group's stake in the company:

Shareholder Category Pre-Allotment Holding Pre-Allotment % Post-Allotment Holding Post-Allotment % Promoter and Promoter Group 19,88,28,550 37.67% 20,24,28,550 38.09% Public Shareholders 32,89,76,120 62.33% 32,89,76,120 61.91% Total Shareholding 52,78,04,670 100.00% 53,14,04,670 100.00%

The newly allotted equity shares rank pari-passu with existing equity shares of the company in all respects. This warrant conversion represents a strategic move by the promoter group to increase their stake while providing additional capital to support the company's growth initiatives.

Kellton Tech Solutions Limited has received a significant credit rating upgrade from ICRA Limited, with its bank facilities now rated at [ICRA] A- (Stable) compared to the previous [IND] BBB+ rating. The upgrade, announced on March 30, 2026, reflects the company's strengthened credit profile and improved financial performance across multiple parameters.

Official Press Release and Regulatory Disclosure

The company formally disclosed the credit rating upgrade through a press release issued under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The announcement was communicated to both BSE Limited (Scrip Code: 519602) and National Stock Exchange of India Ltd (Scrip Code: KELLTONTEC) by Company Secretary and Compliance Officer Rahul Jain.

Rating Upgrade Details

The credit rating upgrade covers total bank facilities worth Rs. 250.00 crore across various instruments. ICRA Limited has assigned ratings to different facility categories, recognizing the company's enhanced creditworthiness and operational stability.

Instrument: Amount (Rs. crore) Rating Long-Term Fund based – Others 168.00 [ICRA]A- (Stable) Long-Term Non-Fund based – Others 22.00 [ICRA]A- (Stable) Long-Term Interchangeable limits (46.42) [ICRA]A- (Stable) Short-Term Non Fund based – Others 20.00 [ICRA]A2+ Short Term Unallocated Limits 40.00 [ICRA]A2+ Total 250.00

Financial Performance Highlights

The rating upgrade is supported by Kellton Tech Solutions' robust financial performance and operational metrics. The company demonstrated healthy revenue growth and maintained stable profitability margins across recent periods. The company reported revenue of Rs. 903.1 crore in 9M FY2026, reflecting continued growth momentum.

Financial Metric: FY2024 FY2025 9M FY2026 Operating Income (Rs. crore) 982.9 1,097.8 903.1 PAT (Rs. crore) 64.0 79.7 72.1 OPBDIT/OI 10.7% 11.7% 12.2% PAT/OI 6.5% 7.3% 8.0% Interest Coverage (times) 5.7 6.3 7.2

Business Strengths and Market Position

ICRA Limited highlighted several key strengths that contributed to the rating upgrade. The company maintains a diversified client base across multiple industries, with the top five clients accounting for 17.0% of total revenue as of Q3 FY2026. Kellton Tech Solutions serves marquee customers including Oil India Limited, Life Insurance Corporation, and entities from the TATA Group and Mahindra Group.

The company's revenue streams are well-distributed across sectors, with Information Services & Technology contributing 30-31% of revenue in 9M FY2026, professional services contributing 15-16%, and healthcare and life sciences accounting for 11-12%. The repeat business component remains strong at 86.3% in FY2025, reflecting stable client relationships and business sustainability.

Executive Leadership Statement

Commenting on the rating upgrade, the Executive Chairman of Kellton Tech Solutions Limited stated: "We are proud to secure [ICRA]A- (Stable) rating, which reflects our established track record, diversified client base, strong repeat business, and healthy financial profile. We remain focused on sustaining growth through our digital transformation capabilities and AI-led offerings, while maintaining disciplined expansion across global markets."

Growth Trajectory and Future Outlook

Kellton Tech Solutions has demonstrated consistent growth momentum, with revenue growing at a CAGR of 12.2% over the four years ended FY2025. The stable outlook on the long-term rating indicates ICRA's expectation of continued steady financial and operational performance over the medium term. The rating agency expects the company to record healthy double-digit revenue growth in the coming years, driven by scaling up of internal AI platforms and increasing scale from inorganic acquisitions.

The company is positioned to benefit from strong demand in digital transformation programmes, AI-led intelligent automation, cloud-native engineering, and enterprise-solution implementations. With over 2,000 professionals across North America, Europe, the Middle East, and Asia, Kellton delivers solutions across cloud, data, AI, enterprise platforms, and digital product engineering.

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