1'he Board o ['Directors have pleasure in presenting the 7^th Board’s Report of your Company together with the audited standalone and consolidated Ind AS financial statements for the financial year ended March 31.2024.

1. State of Company Affairs:

A. Standalone Finaneial Highlights:

The highlights of the Standalone financial performance of the Company during the financial year ended 31^s1 March 2024 as compared to previous financial year ended 31^sl March 2023 are summarized herein below:

(Amount in Rs. Lakhs)

R. Consolidated Financial Highlights:

The highlights of the Consolidated financial performance of the Company during the financial year ended 31^s1 March 2024 are summarized herein below:

( Amount in Us. I.nklis)

C. Business Performance:

Revenue

Total revenue from operations for the year ended on March 31,2024, amounted to Rs. 30823.54 in Lakhs against Rs. 24748.08 in Lakhs for the corresponding previous year, which consists of revenues from manufacturing and trading of Heat Exchangers, OEM coils, Condensing units, Copper fittings and allied products.

The Total consolidated revenue from operations for the year ended on March 31, 2024, amounted to Rs. 30828.31 in Lakhs.

Profit After Tax

The Profit after tax for the year ended on March 31, 2024, amounted to Rs. 3984.29 in Lakhs as against Profit of Rs. 3354.90 in Lakhs for the previous year. The business of the company is growing continually across the world and makes profits despite challenging times by introducing innovations and putting its best efforts across promotions, network connections, technology and connecting with stakeholders.

The 4'otal consolidated profit after tax for the year ended on March 31,2024, amounted to Rs. 3938.99 in Lakhs.

I). Share Capital:

During the year under review, the following changes were made in the capital structure of the Company:

• Authorised Share Capital of the Company was increased from Rs. 66.00 Crores to Rs. 72.00 Crores in an extra ordinary general meeting of members of the Company held on 23.12.2023.

• Issue. Subscribed and Paid-Up capital of the Company was raised up to Rs. 46.13 Crores by issue and allotment of 21,36,600 fully paid-up equity shares on a preferential basis by way of private placement in the board meeting held on 21.10.2023 ranked pari passu in all respects with the existing equity shares.

Further, during the period under review, your Company has not bought back any of its securities/ has not issued any Sweat Equity Shares / has not issued shares with differential voting rights and there has been no change in the voting rights of the shareholders.

L. Change in the nature of business, if any:

During the year under review, there is no change in the nature of business of the company as compared to immediately preceding year.

2. Amount transfer to reserves:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

3. Dividend:

Your directors are unable to recommend any dividend for shareholders for the financial year ended on 31.03.2024.

4. Web Address, if any, where Annual Return referred to in Sub-Section (3) of Section 92 has been placed:

Pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014 and Section 134 (3) (a), the copy of Annual Return can be accessed on the website of the Company at https://www. krnheatexchxmacr. com.

5. Number of Meetings of the Board of Directors and Members and Committees of Board:

Board Meetings:

During the year under review, the Board of Directors of the company met 25 (Twenty-Five) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Proper notices were given, and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.

Members Meetings:

During the year under review, Seven (7) meetings were held by the members of the Company.

Proper notices were given, and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.

Committees of the Board:

The Board had duly constituted/ reconstituted the following Committees, which are in line with the provisions of applicable laws:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Stakeholders’ Relationship Committee

e. Internal Complaints Committee

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

In terms of Section 134(B)(1) of the Companies Act, 2013, no material changes and commitments occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report which may materially affect the financial position of the Company.

7. Directors and Key Managerial Personnel (KMP):

The Board of Directors is duly constituted and during the year under review the following changes took place:

• Mr. Surendcr Singh was appointed as the CFO of the company w.e.f. 09.05.2023.

• The category of Mr. Manohar Lai having DIN: 10040507 was changed to non-executive director & member of Promoter group w.e.f. 09.05.2023.

• Mr. Santosh Kumar Yadav (DIN: 07789940) was appointed as Managing Director and CEO of the Company w.e.f. 09.05.2023. Later he was re-designated as Chairman & Managing Director by the Board w.e.f. 06.06.2023 and the same was approved by members in the Extra-ordinary General Meeting held on 10.06.2023.

• Mrs. Anju Devi (DIN: 06858442) was appointed as Whole Time Director of the Company w.e.f. 09.05.2023

• Mr. A jay Pal Yadav (DIN: 10040569), Mr. Bheem Singh Yadav (DIN 09268161) and Mr. Rajat Raj Yadav (DIN: 10118405) were appointed by the Board as Additional Independent Directors on 09.05.2023. Later their appointment was regularized as Independent Director in Extra-ordinary General Meeting held on 13.05.2023.

• Mr. Surender Singh resigned from the post of CFO w.e.f. 19.07.2023 and later Mr. Sonu Gupta was appointed as CFO w.e.f. 19.08.2023.

• Mr. A jay Pal Yadav (DIN: 10040569), Mr. Bheem Singh Yadav (DIN 09268161) and Mr. Rajat Raj Yadav (DIN: 10118405), who were serving as Independent Directors have resigned from the directorship w.e.f. 20.03.2024.

• Mr. Kelan Sharma (DIN: 10541058), Mr. Deepak Batheja (DIN: 10555193) and Mr. Srinivasa Rao Anasingaraju (DIN: 10541655) were appointed as Additional Director (Independent & Non-Executive) by the Board w.e.f. 20.03.2024 and later their appointment was regularized as Independent Director in Extra-ordinary General Meeting held on 26.03.2024.

• As per the declarations received from Directors under section 164 of the Companies Act, 2013 none of the directors are disqualified.

l)ircctor(s) liable to Retire by Rotation

In accordance with the Provisions of section 152 (6) the Companies Act, 2013 and Relevant Article of the Article of Association of Company, Mrs. Anju Devi having DIN: 06858442, Whole-time Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Declaration of Independent Directors of the Company:

As on date of this report, the Board comprises of 6 (Six) Directors. The composition includes 3 (Three) Independent Directors. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act. Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and their continued registration in the databank as maintained by the Indian Institute of Corporate Affairs (“IICA”) in line with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules. 2014.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

In the opinion of the Board, there has been no change in the circumstances, which may affect their status as Independent Director of the Company and the Board is satisfied with the integrity, expertise, experience including proficiency of all the Independent Directors on the Board.

8. Deposits:

During the year under review, the Company has not accepted any deposits falling within the ambit of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification, amendment, or re-enactment thereof for the time being in force). The Company had not accepted any deposits in earlier years; hence the question of outstanding deposits, unpaid or unclaimed deposit and default in repayment thereof does not arise.

9. Details of Subsidiaries, Joint Vcntures/Associatc Companies:

9.1 As on March 31, 2024. the Company has 1 (one) subsidiary company namely KRN FIVAC Products Private Limited (ON: U28191RJ2023PTC086784) which was incorporated on 07.04.2023 having registered office located at A-60, Green Acre, Neemrana, Alwar, Nccmrana, Rajasthan, India, 301705. Further, your company does not have any Joint Ventures/Associate Companies within the meaning of applicable sections of Companies Act, 2013 read with rules made thereunder (including any statutory modification, amendment, or re-enactment thereof for the time being in force). The salient features of the financial statements of the subsidiaries and their contribution to the overall performance of the Company during the year under review has been provided in Form No. AOC-1 and notes to accounts respectively both forming part of this Board’s Report.

9.2 Consolidated financial statements:

1 he consolidated financial statements as required in terms of Section 129(3) of the Companies Act, 2013 have been provided along with standalone financial statements. Further, a statement containing salient features of the financial statements of the subsidiaries in Form No. AOC-1 as required to be given in terms of first proviso to Section 129(3) of the Companies Act, 2013 has been provided in a separate section which forms part of this Board’s Report. The financial statements including the consolidated financial statements, financial statements of the subsidiaries and all other documents are available on the Company’s website at htlys://\vww,krnhealexchansier.com.

h). 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:

During the year under review, there has been no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

11. Auditors & Auditors’ Report:

11.1 Statutory Auditors:

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act. 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification, amendment, or re-enactment thereof for the time being in force), M/s. Keyur Shah & Co., Chartered Accountants, (FRN: 021227C), were appointed as Statutory Auditors of the Company for a term of 5 years in the 6^lh Annual General Meeting to hold office until the conclusion of ll^lh Annual General Meeting of the Company.

The Independent Auditors Report given by the Statutory Auditors on the financial statements of your Company forms part of this Board’s Report. There has been no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Report. The Notes on financial statement are self-explanatory and needs no further explanation.

11.2 Cost Auditors:

In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are maintained by your Company.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. R S Chauhan & Associates, Cost Accountants (FRN: 003517), as Cost Auditors to audit the cost accounts of your Company for the Financial Year 2024-25 at its meeting held on 20^lh August 2024.

1 T.3 Internal Auditors:

During the year under review, Mr. Satish Kumar Sharma, Chartered Accountant (Membership No. 43952), conducted the internal audit of the company.

The Board of Directors, on the recommendation of the Audit Committee and in terms of Section 138 of the Companies Act. 2013 read with the Companies (Accounts) Rules, 2014 appointed Mr. Shankar Sharma. Chartered Accountant (Membership No.: 534022), as the internal auditor of the Company for the FY 2024-25 and onwards.

11.4 Details of fraud required to be reported by the Auditors

During the year under review, there was no instance of fraud required to be reported to Central Government, Board of Directors or Audit Committee, as the case may be, by any of the auditors of the Company in terms of Section 143(12) of the Companies Act. 2013.

12. The conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

A. Conservation of Energy:

The Company continues its efforts to improve methods for energy conservation and its utilization. Disclosure of particulars with respect to conservation of energy:

tAmount in Rs. Lakhs)

U. Technology Absorption:

Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during the year.

C. Foreign Exchange Earnings and outgo:

The detail of Foreign Exchange earnings and outgo during the financial year ended on 31^st March 2024 is as follows:

tAmount in Rs. Lakhs)

13. Particulars of Employees:

Information pursuant to Section 134(3)(q) of the Companies Act. 2013 read with Companies (Appointment and Remuneration) Rules, 2014 (including any statutory modification, amendment, or reenactment thereof for the time being in force), during the reporting period, none of employees is drawing salary up to and exceeding the limit specified in the said rules. Hence, no information is required to be appended to this report in this regard.

14. Particulars of Loans, Guarantees or Investments under section 186 of the Act:

The particulars of loans, guarantees and investments in terms of Section 186 of the Companies Act, 2013 for the year under review have been provided in the notes to the financial statements which forms part of this Board's Report.

15. Particulars of contracts or arrangements with related parties:

The particulars of contracts / arrangements with related parties referred to in Section 188(1) entered into during the year under review as required to be given in Form No. AOC-2, have been provided in an annexure which forms part of the Board's Report.

16. Internal financial controls and their adequacy:

The Company has adequate internal controls and processors in place with respect to its financial statements with provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

17. Statement concerning development and implementation of Risk Management Policy:

The Company has constituted a Risk Management Committee, and the Board of Directors of the Company identifies and evaluates business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Company's competitive advantage. Presently no material risk has been identified by the directors except general business risks, for which the Company is leveraging on their expertise and experience.

18. Corporate Social Responsibility:

During the year under review, the composition of the Corporate Social Responsibility committee of the Board was in accordance with provisions of section 135 and rules framed under the Companies Act, 2013. The CSR Committee was reconstituted on 27.03.2024 as under:

1. Chairman of Committee - Mr. Santosh Kumar Yadav (Chairman And Managing Director)

2. Member of Committee - Mr. Ketan Sharma (Independent Director)

3. Member of Committee - Mr. Deepak Batheja (Independent Director)

During the period under review, the CSR Committee of the Board of Directors met two times, detailed as

below:

Attendance of the Members in the Meeting of CSR Committee is as follows:

The Company has developed and implemented the Corporate Social Responsibility Policy (CSR Policy) duly recommended by the CSR Committee and approved by the Board of Directors of the Company. The Company undertakes its CSR initiatives as per the activities included in the CSR Policy of the Company.

The brief outline/ contents of the Corporate Social Responsibility (CSR) policy of the Company, the initiative undertaken by the Company and Board’s Report on CSR activities during the year are set out in ANNEXURE-I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules. 2014. which forms part ofthis Board’s Report.

19. Whistle Blower Policy & Vigil Mechanism

While every employee’s contract of employment stipulates that he will not disclose confidential information about the employer’s affairs, in order to bring about accountability and transparency, there should be a mechanism to enable employees to voice their concerns where they discover information which they believe shows serious malpractice, impropriety, abuse or wrong doing within the organization. The employees should be encouraged and assisted to raise concerns without any fear of victimization, subsequent discrimination or disadvantage. If the employee has acted in good faith it does not matter if one is mistaken and the Company shall ensure protection from any harassment or victimization of/against the disclosing employee.

The Company has adopted a Whistle Blower Policy which applies to all permanent employees of the Company including those who are on probation, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the

Chairman of the Audit Committee, It is affirmed that no personnel of the Company have been denied

access to the Audit Committee.

Details of the Vigil Mechanism policy are made available on the Company's website

hUns://krnheatexchanger.com

20. Directors’ Responsibility Statement:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013, the Directors’

Responsibility Statement hereby Stated:

(a) that in the preparation of the annual accounts for the financial year ended 31^sl March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the Directors had 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 and loss of the company for that period;

(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the Directors had prepared the annual accounts on a going concern basis;

(e) the Company being unlisted, sub clause (e) of section 134(5) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and

(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Other Disclosures:

1. Pursuant to the provisions of Section 118 of the Companies Act. 2013, during the year, the company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

2. The Company does not fall under the criteria as specified in Section 204 of the Companies Act, 2013, relating to Secretarial Audit, hence disclosure specified in section 134(3)(f)(ii) is not required.

3. The Company does not fall under the criteria as specified in Section 134(3)(p) relating to statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors, hence disclosure under the aforesaid section is not required.

4. During the year under review, the Company was not required to transfer any amount in Investor Education and Protection fund account. Further the company also does not have any amount which is required to transfer to IEPF account.

5. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 201 3: The Company has in place an Internal Complaints Committee, constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which entertains the complaints made by any aggrieved woman. During the year under review, there were no cases reported in this regard.

6. The Company has not revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority. Therefore, the said disclosures are not applicable to the company.

7. No application tiled for corporate insolvency resolution process, by any financial or operational creditor or by the Company itself under the Insolvency and Bankruptcy Code (IBC), 2016, before the NCLT.

8. The Company is in the process of listing of its shares at BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”).

22. Acknowledgement:

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

By order of the Board of Directors For KRN Meat Exchanger and Refrigeration Limited

For KRN Heat Exchanger And RHiMion United Tor KRN Heat Ewhanger And Migration LMtw

' Chairman And MvMg^^rector . Whole-Time

Santosh Kiilmy Yadav Anju Devi

(Chairman & Managing Direetor) (Whole Time Director)

DIN:07789940 DIN:06858442

Place: Neemrana, Alwar Dated: 06.09.2024