Meeting Details

The 9th Annual General Meeting will be held on Friday, 25th September 2026 at 03:00 PM (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The deemed venue for the meeting is the Registered Office of the Company at Plot No.: F-46,47,48,49, EPIP, RIICO Industrial Area, Neemrana – 301705 (RJ). The meeting is being conducted in accordance with the provisions of the Companies Act, 2013 and SEBI LODR Regulations, read with relevant circulars issued by MCA and SEBI.

Proposed Resolutions and Implications

Ordinary Business:

1. To receive, consider and adopt the audited standalone and Consolidated financial statements as of March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Manohar Lal (DIN: 10040507), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business:

3. Ratification of Cost Auditor Remuneration: To ratify the remuneration payable to M/s. R S Chauhan & Associates, Cost Accountants (FRN: 003517), as Cost Auditors for the financial year 2026-27. The remuneration amounts to ₹1,50,000/- (Rupees One Lakh Fifty Thousand only) plus applicable tax and reimbursement of out-of-pocket expenses.

4. Revision in Remuneration of Chairman & Managing Director: Special resolution to approve revised remuneration for Mr. Santosh Kumar Yadav (DIN: 07789940) effective from 1st April 2026, comprising:

  • Salary of ₹1,26,00,000/- (Rupees One Crore Twenty Six Lakhs Only) per annum (inclusive of various allowances)
  • Additional benefits including company-maintained car with driver, reimbursement of business expenses, medical insurance, and other perquisites as per company policies
  • Specific perquisites excluded from remuneration computation ceiling: provident fund contributions, gratuity (up to half month's salary per completed year), and leave encashment
  • No sitting fees or severance fees payable
  • Provision for minimum remuneration in case of no profit/inadequate profit scenarios

5. Revision in Remuneration of Whole-time Director: Special resolution to approve revised remuneration for Mrs. Anju Devi (DIN: 06858442) effective from 1st April 2026, comprising:

  • Salary of ₹84,00,000/- (Rupees Eighty Four Lakhs Only) per annum (inclusive of various allowances)
  • Additional benefits including company-maintained car with driver, reimbursement of business expenses, medical insurance, and other perquisites as per company policies
  • Same exclusions from remuneration computation ceiling as for the Chairman & MD
  • No sitting fees or severance fees payable
  • Provision for minimum remuneration in case of no profit/inadequate profit scenarios

Voting Process and Methods

The Company is providing remote e-voting facility through National Securities Depository Limited (NSDL). The remote e-voting period begins on Tuesday, 22nd September 2026 at 9:00 AM and ends on Thursday, 24th September 2026 at 5:00 PM. Members can also vote through e-voting system during the AGM on 25th September 2026.

The Company has fixed Friday, 18th September 2026 as the cut-off date for determining members entitled to vote. Members whose names appear in the Register of Members/Beneficial Owners as of this date are eligible to vote.

Shareholder Participation and Technical Details

Members can join the AGM through VC/OAVM facility provided by NSDL, which allows participation of 1000 members on a first-come-first-served basis. Large members (holding 2% or more shareholding), promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors can attend without restriction.

Detailed instructions are provided for different types of shareholders:

  • Individual shareholders holding securities in demat mode with NSDL or CDSL
  • Shareholders other than individuals holding in demat mode
  • Shareholders holding securities in physical form

Helpdesk contacts are provided: NSDL at evoting@nsdl.com or 022-48867000; CDSL at helpdesk.evoting@cdslindia.com or toll-free 1800-21-09911.

Scrutinizer Appointment and Results Declaration

Ms. Heena Lakhani, Partner, Deepak Arora & Associates, Practicing Company Secretaries, has been appointed as Scrutinizer to scrutinize the e-voting process. The Scrutinizer will submit a consolidated report within two working days (or not later than three days) of conclusion of the AGM. The results will be declared within two working days of the AGM conclusion and will be placed on the company's website (www.krnheatexchanger.com), NSDL website, and submitted to stock exchanges.

Compliance with Laws and Regulations

The notice confirms compliance with applicable provisions of:

  • Companies Act, 2013 and Rules made thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Relevant circulars issued by MCA and SEBI
  • Secretarial Standard - 2 on General Meetings
  • Ministry of Corporate Affairs Circulars including Nos. 14/2020, 17/2020, 20/2020, and 003/2025

The documents are being sent to all members whose email addresses are registered with the Company/Depository Participants and are available on the company website and stock exchange websites.