K&R RAIL ENGINEERING LIMITED — AGM Information 2024

Sep 8, 2024

AMIT Digitally signed by AMIT BANSAL BANSAL Date: 2024.09.08 17:34:29 +05'30'

NOTICE

Notice is hereby given that the 41[st] Annual General Meeting of members of M/s. K&R Rail Engineering Limited will be held on Monday, the 30th Day of September 2024 at 10.00 A.M to - to transact the following businesses:

Ordinary Business:

1. To receive, consider, approve and adopt

• a. the Standalone Audited Balance Sheet as at March 31, 2024, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with the Notes attached thereto, along with the Report of Auditors and Directors thereon.

• b. the Consolidated Audited Balance Sheet as at March 31, 2024, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with the Notes attached thereto, along with the Report of Auditors thereon.

• To appoint a director in place of Mr. Sukesh Kumar Sharma (DIN: 07956766), who retires by rotation and being eligible, offers himself for re-appointment.

3. Appointment of Statutory auditor of the company

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and SEBI (LODR) Regulations, 2015 and pursuant to the approvals and recommendations of the Audit Committee and Board of Directors, M/s J Singh & Associates., Chartered Accountants, who have submitted their written consent and a certificate indicating that they satisfy the prescribed criteria, be and are hereby appointed as Statutory Auditors of the Company for a period of Five (5) years to hold office from the conclusion of this 41[st] Annual General Meeting until the conclusion of the 46[th] Annual General Meeting of the Company.

Mr. Amit Bansal, Director or any other Directors or Company Secretary and Compliance Officer be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, including filing of the necessary forms with

Special business:

4. Approval for Sub-division/ split of existing 1 (One) Equity Share of face value of Rs. 10/(Rupees Ten Only) each fully paid up into 10 (Ten) Equity Shares of face value of Rs. 1/(Rupee One Only) each fully paid up.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

pursuant to the provisions of Sections 61(1)(d) and 64 and other applicable provisions, if any, of the Companies Act, 2013 read with relevant rules framed thereunder (including any statutory modification(s) or reenactment thereof, for the time being in force) and read with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and other applicable laws, rules and regulations for the time being in force, if any, prescribed by any relevant authorities from time to time, to the extent applicable, subject to the provisions of the Memorandum and Articles of Association of the Company, subject to such other approvals, consents, permissions and sanctions as may be necessary from the concerned authorities or bodies, the approval of the members of the Company be and is hereby accorded, for sub-dividing the Equity Shares of the Company, such that 1 (one) Equity Share having Face value of Rs. 10/- (Rupees Ten Only) be sub-divided into 10 (ten) Equity Shares of face value of Re.1/- (Rupee One only) each fully paid-up, ranking pari-passu with each other in all

RESOLVED FURTHER THAT pursuant to the sub-division of Equity Shares of the Company, all the Authorized, Issued, Subscribed and Paid-up Equity Shares of the nominal/face value of Rs. 10/- (Rupees Ten Only) each existing on the Record Date to be fixed by the Board of Directors of the Company (which shall include any Committee thereof), shall stand sub-divided into the Equity Shares of the nominal/face value of Rs. 1/- (Rupee One Only) each, as given below:

Type of Capital	Share Capital Structure (PreSub Division)	Share Capital Structure (PreSub Division)	Share Capital Structure (PreSub Division)	Share Capital Division)	Structure (Post Sub	Structure (Post Sub
Equity Shares	No of Equity Shares	Face Value (Rs.)	Total share capital (Rs.)	No of Equity Shares	Face Value (Re.)	Total share capital (Rs.)
Authorised Share Capital	4,58,50,000	10/-	45,85,00,000	45,85,00,000	1/-	45,85,00,000
Issued, Subscribed and Paid-upCapital	2,33,88,788	10/-	23,38,87,880	23,38,87,880	1/-	23,38,87,880

RESOLVED FURTHER THAT upon sub-division of equity shares as aforesaid, the number of sub-divided equity shares of the face value of Re. 1/- (Rupee One only) each, fully paid up, shall be credited to the respective beneficiary accounts of the shareholders maintained with their respective beneficiary accounts of the members with their respective depository participants, in lieu of the existing credits representing the equity shares of the Company of face value of Rs. 10/(Rupees Ten only) each on the Record Date and the Company shall undertake such Corporate Action(s) as may be necessary in relation to the existing equity shares of the Company.

RESOLVED FURTHER THAT on sub-division, 10 (ten) Equity Shares of face value of Re. 1/each be allotted in lieu of the existing 1 (One) Equity Share of face value of Rs. 10/- each subject to the terms of the Memorandum and Articles of Association of the Company which shall rank pari-passu in all respects with the existing fully paid Equity Shares of Rs. 10 /- each of the Company.

RESOLVED FURTHER THAT upon sub-division of equity shares, as aforesaid, Board be and is hereby authorised to issue and allot such number of Equity Shares of the Company of face value of Re. 1/- each as may be required to be issued and allotted upon exercise of the Convertible Warrants held by the Warrant holder(s).

RESOLVED FURTHER THAT the Board be and is hereby authorized to make appropriate adjustments to ensure fair and reasonable adjustment to the entitlement of the warrant holders due to sub-division/split of equity shares as aforesaid to reflect such corporate actions, including but without limitation, suitable adjustment of the warrant issue price or warrant exercise price in the same proportion, as the present Face Value of the Equity Shares of the Company bears, to the newly sub divided face value of the equity shares, without affecting any rights and obligations of the Warrant holder(s), subject to necessary approvals.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to agree to such changes/modifications as may be suggested by the Registrar of Companies, the Stock Exchanges or other competent authority or that may otherwise deem fit by the Board and to take such other steps as may be required to give effect to this resolution

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, to give such directions as they may in their absolute discretion deem necessary, proper or desirable, to settle any question, remove any difficulty, to agree to such changes/modifications as may be suggested by the Stock Exchanges, Registrar of Companies or any other competent authority and that may be deemed fit by the Board, with regard to the subdivision of the equity shares, adjustments in the pricing of the convertible warrants and the alteration of the capital clause of the Memorandum of Association of the Company, as aforesaid and to carry out/ execute all matters in connection therewith and incidental thereto in order to give

effect to this resolution including delegation of all or any of its powers herein conferred to any

5. Alteration of capital clause of the memorandum of association of the company.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

pursuant to the provisions of Section 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 and the allied rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or reenactments thereof, for the time being in force) subject to such approvals, consents, permissions and sanctions as may be necessary from the concerned authority or bodies, and pursuant to the consent of the members for sub-division of equity shares, from existing 1 (one) Equity Share of face value of Rs. 10/- each into 10 (Ten ) Equity Shares of face value of Re. 1/- each, the approval of the Members of the Company be and is hereby accorded for the alteration and substitution of the existing Clause V of the Memorandum of Association of the Company with the following new Clause V:

"V. The Authorized Share Capital of the Company is Rs . 60 ,00,00,000 (Rupees Sixty Crores only) divided into Rs . 45,85,00,000 (Rupees Forty-Five Crores and Eighty-Five Lakhs Only) divided into 45,85,00,000 (Rupees Forty-Five Crores and Eighty-Five Lakhs Only) equity shares of Rs . 1/- each and Rs . 14,15,00,000 (Rupees Fourteen Crores Fifteen Lakhs Only) divided into 1,41 ,50,000 (One Crore Forty-one Lakhs and fifty Thousand) 7% Optionally Convertible Redeemable Preference Shares of Rs .1 0 each."

the Board be and is hereby authorised to take all such necessary steps and actions as may be deemed expedient to give effect to this resolution including signing and execution of all such necessary documents as may be required in this regard.

For and on behalf of the Board of Directors

K&R Rail Engineering Limited

Sd/-

Place: Hyderabad Date:13.08.2024

Maniza Khan Chairperson

NOTES:

1. In view of the continuing Covid-19 pandemic and consequential restrictions imposed on the movements of people, the Ministry of Corporate Affairs No. 02/2021 dated January 13, 2021 read with Circular No. 20/2020 dated May 05, 2020 in conjunction with Circular No. 14/2020 dated April 08, 2020 and Circular No. 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021 and Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/ 11 dated January 15, 2021, Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 rs granted certain relaxations and thus permitted the

without the physical presence of the Members at a common venue. Hence in compliance with the provisions of the Companies A

• applicable, the AGM of the Company is being held through VC / OAVM (e-AGM).

• The Company has engaged the services of Central Depository Services (India) Limited -Voting

and e-Voting facility for/during the AGM of the Company. The instructions for participation by Members are given in the subsequent notes.

1. Since the AGM will be held through VC, the Route Map is not annexed to this Notice. The registered office of the Company shall be deemed to be the venue for the AGM.

2. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum of the AGM under Section 103 of the Act.

3. Compliance with the MCA Circulars and SEBI Circular dated January 15, 2021 as aforesaid, Notice of the AGM along with the Annual Report (viz. Financial Statement) for Financial Year 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories/R&T Agent. Members may note that the Notice and Annual Report for Financial Year 2023-24 www.krrailengg.com website of the BSE Limited at www.bseindia.com and on the website of R&T Agent of the Company viz. Aarthi Consultants Private Limited.

Alternatively, Member may send signed copy of the request letter providing the e-mail address, mobile number, self-attested PAN copy, DP ID (in case of electronic mode shares), folio No

(in case of physical mode shares) via e-mail at the Email Id info@ arthiconsultants.com for obtaining the Annual Report and Notice of e-AGM of the Company electronically.

1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

2. The facility of joining the e-AGM through VC / OAVM will be opened 15 minutes before and will remain open upto 15 minutes after the scheduled start time of the e-AGM, and will be available for 1000 members on a first-come first-served basis. This rule would however not apply to participation in respect of large Shareholders (Shareholders holding 2% or more shares of the Company), Promoters, Institutional Investors, Auditors, Key Managerial Personnel and the Directors of the Company including Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

3. The Register of Members and Share Transfer Books of the Company will remain closed from 24.09.2024 to 30.09.2024 (both days inclusive) for the purpose of AGM.

4. Mrs. Aakansha Sachin Duby, Practicing Company Secretary, has been appointed as the Scrutinizer to scrutinize the remote e-Voting/e-Voting process in a fair and transparent manner. The Scrutinizer will submit the report to the Chairman, or any person authorised by him after completion of the scrutiny and the results of voting will be announced after the AGM of the Company. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the AGM. The result will also be displayed on the website of the Company at www.bseindia.com, (where the Company is listed) and www.evotingindia.com (agency providing e-Voting facility).

5. Members of the Company under the category of Institutional/Corporate Shareholders are encouraged to attend and vote at the AGM through VC. Corporate Members intending to authorize their representatives to participate and vote are requested to send a certified copy of the Board resolution / authorization letter to the Scrutinizer by email at ssrfcs@gmail.com and the same should also be uploaded on the VC portal / e-Voting portal of CDSL.

6. Members who have not yet registered their e-mail addresses are requested to register the same with their DP in case the shares are held by them in demat mode and with RTA in case the shares are held by them in physical mode.

7. To register e-mail address for all future correspondence and update the bank account details, please follow the below process:

8. a. Members holding shares in Demat mode can get their details registered/updated only by contacting their respective DP.

9. b. Members holding shares in physical mode may register their email address and mobile number with the RTA by sending an e-mail request to the email ID info@aarthiconsultanst.com along with signed scanned copy of the request letter providing the email address and mobile number, selfand copy of a share certificate for registering their email address. Additional details like name and branch of Bank along with bank account type, bank account number, 9-digit MICR code, 11-digit IFSC code and scanned copy of cancelled cheque will be required for updating bank account details.

10. SEBI has mandated submission of PAN by every participant in the securities market. Members holding shares in demat mode are, therefore, requested to submit their PAN to their DP. Members holding shares in physical mode are required to submit their PAN details to the RTA.

11. submitting nomination is available for Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same with their DP in case the shares are held by them in demat mode, and to the RTA, in case the shares are held in physical mode.

12. INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM:

A. VOTING THROUGH ELECTRONIC MEANS

• i. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations and applicable circulars, the Members are provided with the facility to cast their vote electronically (through remote e-Voting as well as the e-Voting system on the date of the AGM), through the e-Voting services provided by CDSL, on all the resolutions set forth in this Notice.

• ii. The remote e-Voting period commences on Friday , the 27[th] day of September, 2024 (9.00 A.M. IST) and ends on Sunday, The 29[th] day of September, 2024 (5.00 P.M. IST). During this period, Members holding shares either in physical mode or in demat mode, as on Monday, the 23[rd] day of September, 2024 i.e. cut-off date, may cast their vote electronically. The e- Voting module shall be disabled by CDSL for voting thereafter. A person who is not a Member as on the Cut-off date should treat Notice of this Meeting for information purposes only.

• iii. The Members who have cast their vote by remote e-Voting prior to the AGM may attend/ participate in the AGM through VC but shall not be entitled to cast their vote again.

• iv. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date i.e., Monday, the 23rd day of September, 2024.

• v. Any person or non-individual Shareholders (in physical mode/ demat mode) who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow the steps mentioned below.

vi. Login method for e-Voting and voting during the meeting for Individual Shareholders holding securities in demat mode.

In terms of the SEBI circular dated December 9, 2020 on the e-Voting facility provided by listed companies and as part of increasing the efficiency of the voting process, e-Voting process has been enabled to all individual Shareholders holding securities in demat mode to vote through their demat account maintained with depositories / websites of depositories / depository participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility. Login method for Individual Shareholders holding securities in demat mode is given below:

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Type of Shareholders Login Method
Individual Shareholders a. Users who have opted for Easi / Easiest facility, can login
holding securities in through their existing user id and password. Option will be
Demat mode with CDSL made available to reach e-Voting page without any further
authentication. The URL for users to login to Easi / Easiest
is https://web.cdslindia.com/ myeasi/home/login or
www.cdslindia.com and click on Login icon and select New
System Myeasi.
b. After successful login the Easi / Easiest user will be able to
see the e-Voting option for eligible companies where the e-
Voting is in progress as per the information provided by
company. On clicking the e-Voting option, the user will be
able to see e-Voting page of the e-Voting service provider
e-Voting period or joining virtual meeting & voting during
the meeting. Additionally, there are also links provided to
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access the system of all ESP i.e. CDSL/NSDL/, so that the
user can visit the ESP website directly.
c. If the user is not registered for Easi/Easiest, option to
register is available at https://web.
cdslindia.com/myeasi/Registration/EasiRegistration.
Alternatively, the user can directly access e-Voting page by
providing demat Account Number and PAN No. from a link
in www.cdslindia.com home page or click on
https://evoting.cdslindia.com/Evoting/ EvotingLogin. The
system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be
provided links for the respective ESP i.e. CDSL where the
e-Voting is in progress.
Individual Shareholders a. If you are already registered for NSDL IDeAS facility,
holding securities in please visit the e-Services website of NSDL. Open web
Demat browser by typing the following URL:
mode with NSDL https://eservices.nsdl.com.
b. Once the home page of e-Services is launched, click on the
have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services.
c. - -Voting services and
you will be able to see e-Voting page. Click on company
name or e-Voting service provider- CDSL and you will be
re-directed to the CDSL e-Voting website for casting your
vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
d. If the user is not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com. Select
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
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e. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/. Once the home page of e-Voting system is launched, click f. A new screen will open. You will have to enter your User ID (i.e. your 16 digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. g. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e-Voting service provider- CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in Demat mode) login through theirDepository Participants

d. You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. e. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. f. Click on Company name or e-Voting service provider name -CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• vii. Login method for e-Voting and voting during the meeting for Shareholders holding securities in physical mode and Shareholders other than Individual Shareholders holding securities in demat mode.

• a) The shareholders should log on to the e-voting website www.evotingindia.com.

• b) Click on Shareholders tab/ module.

• c) Now Enter your User ID

  • For CDSL: 16 digits beneficiary ID,

  • For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • Members holding shares in Physical Form should enter Folio Number registered with the Company.

• d) Next enter the Image Verification as displayed and Click on Login.

• e) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• f) If you are a first time user follow the steps given below:

Login type	For Shareholders holding securities in physical mode and Shareholders other than Individual Shareholders holding securities in demat mode.
PAN	Enter your 10-digit alpha- Department. Shareholders who have not updated their PAN with the

	Company/Depository Participant are requested to use the sequence number sent by RTA or contact RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction(iii).

g)

• h) Shareholders holding shares in physical mode will then directly reach the Company selection screen. However, Shareholders holding shares in Demat mode will now reach password in the new password field. Kindly note that this password is to be also used by the Demat account holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• i) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• j) Click on the EVSN for the relevant on which you choose to vote.

• k)

• implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• l) details.

• m) After selecting the resolution,

• n) your vote.

• o) the Voting page.

• p) the Voting page.

• q) If a Demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot password and enter the details as prompted by the system.

• r) Additional Facility for Non Individual Shareholders and Custodians ~~F~~ or Remote e-Voting only.

• Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non Individual Shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at the email address viz; ssrfcs@gmail.com if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

B. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC AND E-VOTING DURING THE AGM:

• i. The procedure for attending AGM and e-Voting on the day of AGM is same as the instructions mentioned above for e-Voting.

• ii. Members attending the AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• iii. The facility for joining the AGM shall open 15 minutes before the scheduled time for commencement of the AGM.

• iv. The link for VC to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-Voting.

• v. Shareholders who have voted through remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

• vi. Shareholders are encouraged to join the Meeting through Laptops / iPad for better experience.

• vii. Further Shareholders will be required to allow Camera (in case of speakers) and use Internet with a good speed to avoid any disturbance during the AGM.

• viii. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• ix. Members (holding shares as on Cut-off date) who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request, on or before Monday, the 23[rd] day of September, 2024, from their registered e-mail address mentioning their name, DP ID and Client ID / folio number, PAN, mobile number at krrailengineering@gmail.com. Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• x. Only those Shareholders, who are present in the AGM through VC facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

• xi. If any Votes are cast by the Shareholders through the e-Voting available during the AGM and if the same Shareholders have not participated in the meeting through VC facility, then the votes cast by such Shareholders shall be considered invalid as the facility of e-Voting during the meeting is available only to the Shareholders attending the AGM.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e- Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

1. Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Act and Register of Contracts or arrangements in which directors are interested maintained under Section 189 of the Act, shall be available for inspection during the AGM at e-Voting portal.

2. Statement pursuant to Section 102(1) of the Act, in respect of the Special Business to be transacted at the AGM along with details pursuant to SEBI Regulations and other applicable laws are annexed hereto. All documents referred to in the accompanying Notice and the Statement shall be available for inspection electronically. Members seeking to inspect such documents can send an email to krrailengineering@gmail.com

3. K&R Rail Engineering Limited

4. website www.krrailengg.com and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company and communicated to the BSE Limited.

For and on behalf of the Board of Directors K&R Rail Engineering Limited

Sd/-

Place: Hyderabad Maniza Khan Date:13.08.2024 Chairperson

EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act, 2013)

Item No. 3: Appointment of Statutory auditor of the company

M/s. P Murli and co, Chartered Accountants Hyderabad, have tendered their resignation on 13.08.2024 from the position of Statutory Auditors for the financial year 2023-24. The Board of Directors of the Company pursuant to the recommendation of the Audit Committee, in their meeting held on 13.08.2024, approved appointment of M/s. J Singh & Associates., Chartered Accountants, Hyderabad as the Statutory Auditors of the Company, subject to the consent of the members.

The Audit Committee and the Board of Directors considered the following factors in recommending the appointment of M/s. J Singh & Associates as the Statutory Auditors of the Company:

• Performance of M/s. MSKC & Associates, as Statutory Auditors of the Company during their present tenure;

• Experience of the firm in handling audits of large global corporations;

• Competence of the leadership and of the audit team of the firm in conducting the audit of the financial statements of the Company;

• and processes; and

• Geographical presence and ability of the firm in servicing the Company and its subsidiaries at multiple locations.

M/s. J Singh & Associates., Chartered Accountants having conveyed their consent for appointment as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made, will be within the limits specified under section 144 of the Companies Act. They have also confirmed that they are not disqualified from the appointment as Statutory Auditors in terms of the Provisions of Sections 139 (1), 141 (2) and 141 (3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

Considering the above and their eligibility to be appointed as the statutory auditor for term of five (5) years under the applicable provisions of Guidelines issued by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Board of Directors, Pursuant to recommendation of the Board Audit Committee, had approved the appointment of M/s. J Singh & Associates., as a statutory auditor for term of five (5) years.

Further, in terms of requirements of Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended effective April 1, 2019, details of proposed remuneration and credentials of the proposed Statutory Auditors are provided below:

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a Proposed fees payable to the statutory The proposed fee to be paid to M/s. J Singh
auditor(s). & Associates, Chartered Accountants
towards statutory audit and quarterly
financial results and limited review reports
along with the issuance of certificates in
accordance with guidelines laid down
under SEBI and Companies Act, 2013 for
the financial year 2024-25 is aggregating
to Rs.6,00,000/- plus applicable taxes
along with out-of-pocket expenses.
b Terms of appointment the Statutory Auditors of the Company is
being appointed for the period of five (5)
years starting from conclusion of this
AGM till the conclusion of 46 Annual
general Meeting.
c any material change in the fee payable to such there are no material changes in the fee
auditor from that paid to the outgoing auditor payable to new Statutory Auditors
along with the rationale for such change the
fee payable to such auditor from that paid to
the outgoing auditor along with the rationale
for such change
d Basis of Recommendation for appointment/ The Audit Committee and the Board of
Re-appointment Directors, while recommending the
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		appointment of M/s. J Singh & Associates, as the Statutory Auditor of the Company, have taken into consideration, among other things, the credentials of the firm and partners, track record for the firm and eligibility criteria prescribed under the Act.
e	credentials of the statutory auditor(s) proposed to be appointed	M/s. J Singh & Associates. Chartered Accountants is a professional services firm based in Mumbai. The Firm provides range of Advisory for Financial Services. Fraud Investigation &Forensic Services, Corporate Tax Planning, Valuation & Business Modelling, GST and Other Indirect Taxes, Accounting Compliance and Reporting and Risk Advisory services. The audit firm practice has significant experience in auditing listed and unlisted Companies.

Your Board of Directors recommend to pass the resolution for appointment of Statutory Auditors, as an Ordinary Resolution as set out at item no. 3 of the Notice.

None of the Directors, Key Managerial Personnel and their relatives are in any way, interested or concerned in this resolution

Item No -4 Approval for Sub-division/ split of existing 1 (One) Equity Share of face value of Rs. 10/- (Rupees Ten Only) each fully paid up into 10 (Ten) Equity Shares of face value of Rs. 1/- (Rupee One Only) each fully paid up And

Item No -5 Alteration of capital clause of the memorandum of association of the company.

The Equity Shares of the Company are listed and traded on BSE Limited (BSE). Presently, the Authorised Share Capital of the Company is Rs. 45,00,00,000/- divided into 3,08,50,000 Equity shares of Rs. 10/- each & 1,41,50,000 Preference shares of Rs. 10/- each.

affordable for individual retail investors and also to broad base the individual retail investors, the Board of Directors of the Company, at its Meeting held on Saturday, July 13, 2024 has recommended to subdivide (split) the face value of each Equity Share having a present value of Rs. 10/- (Rupees Ten Only) each into 10 (Ten) Equity Shares of face value of Re. 1/- (Rupee One Only) each, subject to approval of the Members, pursuant to the provisions of Section 61(1)(d) of In the opinion of the Board, the proposed sub-division of the equity shares is in the best interest of the Company and its investors.

On Sub-division of Equity Shares of the Company, all the Authorized, Issued, Subscribed and Paid up 1 (One) Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each existing on the Record Date to be fixed by the Board of Directors of the Company, shall stand sub-divided / split into 10 (Ten) Equity Shares of the face value of Re. 1/- (Rupee One Only) each.

The record date for the aforesaid sub-division of equity shares shall be fixed by the Board after the approval of the members is obtained for the proposed sub-division / split. Upon approval of the Shareholders for sub-division of Equity Shares, in case the Equity Shares are held in physical form, the old Share Certificate(s) of the face value of Rs. 10/- each will stand automatically cancelled on the record date to be fixed by the Board and new certificate(s) of the face value of Re. 1/- each, fully paid up, will be dispatched to the Shareholders without necessity of surrendering the old Share Certificate(s) of the face value of Rs. 10/- each. In case the Equity Shares are held in dematerialized form, the sub-divided Equity Shares will be directly credited Demat account on the record date in lieu of their existing Equity Shares.

There will not be any change in the amount of authorized, subscribed and paid-up share capital of the Company on account of sub-division of equity shares. The sub-division of equity shares proposed under item No. 4 of this Notice shall also require amendment to the existing Clause V of the Memorandum of Association of the Company as set out under items no. 5 of this Notice.

The Board recommends passing of the said resolutions set out at item nos. 4 and 5 by the members as Ordinary Resolutions separately.

None of the directors or Key Managerial personnels of the Company or their respective relatives is concerned or interested financially or otherwise, in the Resolutions set out at Item Nos. 4 and 5 except to the extent of the equity shares of the company held by them.

For and on behalf of the Board of Directors K&R Rail Engineering Limited

Place: Hyderabad Date:13.08.2024

Sd/Maniza Khan Chairperson