Kernex Microsystems (India) Ltd. — Capital/Financing Update 2022

Sep 18, 2022

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18[th] September 2022

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To To
The Listing / Compliance Department The Listing / Compliance Department
BSE Limited National Stock Exchange of India Ltd
Phiroze Jeejeebhoy Towers Plot No. C/1, G Block, Exchange Plaza
Dalal Street Bandra – Kurla Complex, Bandra (E)
Mumbai – 400 001 Mumbai – 400 051
BSE Scrip Code: 532686 NSE Symbol: KERNEX
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Sub: Outcome of the Board Meeting

Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’)

Pursuant to Regulation 30 read with Part A of Schedule III, of the Listing Regulations, we hereby inform you that the Board of Directors of the Company at its 213[th] Board Meeting held on 18[th] September 2022, had, inter-alia considered and approved for:

1. Issue of upto 13,65,576 equity shares on preferential basis to the persons who comes under Promoter/Promoters group and Non-Promoters subject to the approval of shareholders, in accordance with the Companies Act, 2013 read with the rules made there under and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") read with other applicable regulations, if any at a price not being lower than the price determined in accordance with Chapter V of SEBI ICDR Regulations and other applicable regulation, if any

2. Issue of upto 1,59,424 equity shares by conversion of Unsecured Loan to the persons who comes under the category of Promoter Group, on a Preferential basis ("Preferential Issue") subject to the approval of shareholders, in accordance with the Companies Act, 2013 read with the rules made there under and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") read with other applicable regulations, if any at a price not being lower than the price determined in accordance with Chapter V of SEBI ICDR Regulations and other applicable regulation, if any

3. issue of upto 6,00,000 share warrants convertible into equal number of equity shares on preferential basis to the person who comes under Non-Promoters subject to the approval of shareholders, in accordance with the Companies Act, 2013 read with the rules made there under and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") read with other applicable regulations, if any at a price not being lower than the price determined in accordance with Chapter V of SEBI ICDR Regulations and other applicable regulation, if any

BADARI Digitally signed by NARAYANA BADARI NARAYANA RAJU MANTHENA RAJU Date: 2022.09.18 MANTHENA 09:32:50 +05'30'

1. Based on the recommendations of the Nomination and Remuneration Committee, Board of Directors has approved the proposal for the appointment of Sri. Narender Kumar (DIN: 03295345), as an Additional Director under Non-Executive category of the Company.

2. Authorizing Sri. M B Narayana Raju, Whole-Time Director and Company Secretary to finalize the respective resolutions so as to include the said resolutions in the Notice of Extra-Ordinary General Meeting being issued to the shareholders and also to do all the needful to obtain shareholders' approval and to make necessary applications to the stock exchanges to obtain necessary approvals in relation to the above-said preferential issue.

Please find enclosed as Annexure 'A', information required to be disclosed pursuant to Regulation 30 of SEB1 LODR read with Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015.

The aforesaid Board Meeting commenced at 08:00 A.M. and concluded at 9:30 A.M.

Kindly take the above information on record and acknowledge.

Thanking you,

Yours faithfully

For Kernex Microsystems (India) Limited

BADARI Digitally signed by NARAYANA BADARI NARAYANA RAJU MANTHENA RAJU Date: 2022.09.18 MANTHENA 09:33:05 +05'30' M B Narayana Raju Whole-Time Director DIN: 07993925

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Annexure-A

Preferential Issue of Equity Shares

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S No Particulars Remarks
1 type of securities proposed to be issued Issue of upto 13,65,576 equity shares of Rs.10/- each on
(viz. equity shares, convertibles etc.); Preferential basis to the Promoter/Promoter group and non-
promoters (Investors)
2 type of issuance (further public offering, Preferential Issue of equity shares in accordance with the SEBI
rights issue, depository receipts (ICDR) Regulation 2018 read with the Companies Act, 2013 and
(ADR/GDR), qualified institutions rules made there
placement, preferential allotment etc.);
3 total number of securities proposed to be Issue of upto 13,65,576 equity shares of Rs.10/- each on
issued or the total amount for which the Preferential basis to the Promoter/Promoter group and non-
securities will be issued (approximately); promoters (Investors) at a price not being lower than the price
determined in accordance with the Chapter V of SEBI ICDR
Regulations, 2018 and other applicable regulations if any.
4 Additional details to the stock exchange(s):
a Names of investors Promoter
1. Upto 4,40,576 equity shares of Rs.10/- each on Preferential
Basis to Dr. Anji Raju Manthena
2. Upto 80,000 equity shares of Rs.10/- each on Preferential
Basis to Dr. Narasa Raju Manthena
Non-Promoter
1. upto 40,000 equity shares of Rs.10/- each on Preferential
basis to Dr. Vinta Janardhan Reddy
2. upto 1,00,000 equity shares of Rs.10/- each on Preferential
basis to Sri, Raghu Rama Raju Gokaraju
3. upto 1,00,000 equity shares of Rs.10/- each on Preferential
basis to Sri. Penumatsa Venkata Raju
4. Upto 50,000 equity shares of Rs. 10/- each on preferential
basis to Sri. Nitin Siddamsetty
5. Upto 40,000 equitys shares of Rs. 10/- each on preferential
basis to Sri. Bharat Kumar Anchalia
6. Upto 40,000 equity shares of Rs. 10/- each on preferential
basis to Ms. Shanti Swaroop Bhatia
7. Upto 25,000 equity shares of Rs. 10/- each on preferential
basis to Ms. Sheel Anchalia
8. Upto 2,00,000 equity shares of Rs. 10/- each on preferential
basis to M/s. Negen Capital Services Private Limited
9. Upto 2,00,000 equity shares of Rs. 10/- each on preferential
basis to M/s. M R T Signals Limited
10.Upto 50,000 equity shares of Rs. 10/- each on preferential
basis to M/s. United Infracore Limited
BADARI Digitally signed by
BADARI
NARAYANA NARAYANA RAJU
RAJU MANTHENA
Date: 2022.09.18
MANTHENA 09:33:17 +05'30'
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Annexure-B

Preferential Issue of Equity Shares by conversion of unsecured loan

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S No Particulars Remarks
1 type of securities proposed to be issued 1,59,424 Equity Shares of face value of Rs. 10 each (Equity
(viz. equity shares, convertibles etc.); Shares") by conversion of unsecured loan extended by Dr. Anji
Raju Manthena, Promoter Director.
2 type of issuance (further public offering, Preferential Issue of equity shares is in accordance with the SEBI
rights issue, depository receipts (ICDR) Regulation 2018 read with the Companies Act, 2013 and
ADR/GDR), qualified institutions rules made there
placement, preferential allotment etc.);
3 total number of securities proposed to be 1,59,424 Equity Shares at a price not being lower than the price
issued or the total amount for which the determined in accordance with the Chapter V of SEBI ICDR
securities will be issued (approximately); Regulations, 2018 and other applicable regulations if any.
4 Additional details to the stock exchange(s):
a Names of investors Dr. Anji Raju Manthena, who comes under the category of
"Promoter/Promoter Group"
b post allotment of securities - outcome of Issue price shall be the price not being lower than the price
the subscription, issue price / allotted price determined in accordance with the Chapter V of SEBI ICDR
(in case of convertibles), number of Regulations, 2018 and other applicable regulations if any.
investors;
c in case of convertibles - intimation on Not Applicable
conversion of securities or on lapse of the
tenure of the instrument;
d Any cancellation or termination of proposal Not Applicable
for issuance of securities including reasons
thereof.
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BADARI Digitally signed by BADARI NARAYANA NARAYANA RAJU RAJU MANTHENA Date: 2022.09.18 MANTHENA 09:33:28 +05'30'

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Annexure-C

Preferential Issue of Warrants

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S No Particulars Remarks
1 type of securities proposed to be issued Issue of upto 6,00,000 share warrants (“Warrants”) which shall
(viz. equity shares, convertibles etc.); be converted into equal number of equity shares of Rs.10/-
each on Preferential basis to the non-promoters (Investors)
2 type of issuance (further public offering, Preferential Issue of Warrants in accordance with the SEBI
rights issue, depository receipts (ICDR) Regulation 2018 read with the Companies Act, 2013 and
(ADR/GDR), qualified institutions rules made there
placement, preferential allotment etc.);
3 total number of securities proposed to be Issue of upto 6,00,000 share warrants (“Warrants”) which shall
issued or the total amount for which the be converted into equal number of equity shares of Rs.10/-
securities will be issued (approximately); each at a price not being lower than the price determined in
accordance with the Chapter V of SEBI ICDR Regulations, 2018
and other applicable regulations if any
4 Additional details to the stock exchange(s):
a Names of investors Non-Promoter
1. upto 6,00,000 share warrants (“Warrants”) which shall be
converted into equal number of equity shares of Rs.10/-
each on Preferential basis to M/s. Capgro Private Limited
b post allotment of securities - outcome of Issue price shall be the price not being lower than the price
the subscription, issue price / allotted price determined in accordance with the Chapter V of SEBI ICDR
(in case of convertibles), number of Regulations, 2018 and other applicable regulations if any.
investors;
c in case of convertibles - intimation on Not Applicable
conversion of securities or on lapse of the
tenure of the instrument;
d Any cancellation or termination of proposal Not Applicable
for issuance of securities including reasons
thereof.
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BADARI Digitally signed by NARAYANA BADARI NARAYANA RAJU MANTHENA RAJU Date: 2022.09.18 MANTHENA 09:33:40 +05'30'

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The details required under the Regulation 30 of listing regulations are read with the SEBI circular no. CIR/CFD/CMD/4/2015 dated September 09, 2015 for appointment of Sri. Narender Kumar as a Director of the Company:

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Particulars Remarks
Reason for change viz. appointment, Appointed Sri. Narender Kumar as an Additional Director under
resignation, removal, death or Non-Executive category
otherwise
Date of appointment/cessation (as 18 [th] September 2022
applicable) & term of appointment
Brief profile (in case of appointment); Sri. Narender Kumar, a national swimming champion, completed his
Bachelor in Technology with Majors in Computer Science &
Engineer from Punjab Engineering College, Chandigarh in 2003.
During his degree, he was also awarded Advisor's Gold Medal for
all-rounder achievements and performance for the batch of 1999-
2003
He is an investor and advisor too many startups implementing new
age technologies to overcome real life challenges. Existing
investments include Fintech company helping D2C companies with
higher conversions and reduced RTO, Agritech company using IoT to
automate operations, AI company using ANPR to build next
generation Tolling System for the country, Power Sector company
with platform to bring Green Energy to end consumers and an EV
startup building charging infrastructure.
In per-UPI days of 2015, he founded a digital payment company
Trupay. To build Trupay, he successfully raised investment from
international institutional funds. Trupay, a mini-UPI platform, was
the country's first mobile based application that allows multi
banking real time payment solutions in B2B2C ; a Mini-UPI. During
demonetisation, he also contributed to the government’s initiative
to expand digital footprints as part of a committee that framed
guidelines for current age digital solutions such as now omnipresent
Universal QR code.
Disclosure of relationships between Sri. Narender Kumar is not related to any of the directors of the
directors (in case of appointment of a Company.
director).
Information as required under Sri. Narender Kumar is not debarred from holding the office of a
Circular No. LIST/COMP/14/2018-19 director by virtue of any SEBI order or any other such authority.
and NSE/CML/2018/02 dated
June 20, 2018 issued by the BSE and
NSE, respectively
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BADARI Digitally signed by BADARI NARAYANA NARAYANA RAJU RAJU MANTHENA Date: 2022.09.18 MANTHENA 09:33:53 +05'30'

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