K&R RAIL ENGINEERING LIMITED — Proxy Solicitation & Information Statement 2023

Dec 16, 2023

K&R RAIL ENGINEERING LIMITED

CIN: L45200TG1983PLC082576

Registered Office : 3rd floor, Sai Krishna, Plot No. 797 A, Road No. 36, Jubilee Hills, Hyderabad 500033

Email:krrailengineering@gmail.com Phone: +91 4027017617, +91 40 27000499 Fax: +91 40 270001295

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001.

Date: 15.12.2023

Dear Sir/ Madam,

Sub: Submission of EGM notice which is dispatched to shareholders of the Company-reg.

In terms of Regulations of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 as amended we are forwarding the notice of EGM of the Company, which is being dispatched to our Shareholders on 15th December, 2023. The Extra Ordinary General Meeting of the company is scheduled to be held on Monday, the 8th day of January, 2023 at 10.00 A.M.(IST) through Video Conferencing (“VC”) /other Audio-Visual Means.

Please find the enclosed the Notice of EGM. Same will be made available on the company’s website, at www.krrailengg.com

This is for the information and records of the Exchange, please.

Thanking you.

Yours faithfully,

For K&R Rail Engineering Limited

Digitally signed by Chandrakant DN: cn=Chandrakant, o=Sign X Chandr sub -CA for Class 3 Individual 2022, ou=Sign X sub -CA for Class 3 Individual 2022, email=Chandrakant079@gmail.co akant m, c=IN Date: 2023.12.16 10:34:43 +05'30' Chandrakant

Company Secretary cum Compliance Officer

K&R RAIL ENGINEERING LIMITED Notice of Extra -Ordinary General Meeting

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that the Extra-Ordinary General Meeting (“EGM”) (1st meeting of 2023- 2024) of the Members of K&R Rail Engineering Limited will be held on Monday, the 8th day of January, 2024 at 10.00 A.M through video conferencing and other audio-visual means, to transact the following business:

SPECIAL BUSINESS:

1. Appointment of statutory auditor to fill the casual vacancy caused by resignation:

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

“RESOLVED THAT pursuant to the provisions of section 139(8) and 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and provisions of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and pursuant to the recommendation of the Audit Committee and the Board of Directors of the Company, M/s. C Ramachandram & Co., and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Extra Ordinary General Meeting till the conclusion of the ensuing (41st AGM) Annual General Meeting of the Company to fill the casual vacancy caused due to resignation of the existing Statutory Auditors, M/s. Chowdary & Rao., Chartered Accountants, to conduct audit of the accounts of the Company for the financial year ending 31 March 2024, at such remuneration and other terms as specified in the explanatory statement, approved by the Board of Directors of the Company on the recommendation of the Audit Committee.

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, appropriate and desirable to give effect to the resolution.”

For and on behalf of the Board of Directors

K & R Rail Engineering Limited

Sd/Place: Hyderabad Maniza Khan Date: 14.11.2023 Chairperson

EXPLANATORY STATEMENT

[Pursuant to Section 102 of the Companies Act, 2013]

Item No. 1: Appointment of Statutory Auditors to fill Casual Vacancy caused by Resignation:

M/s. Chowdary & Rao., Chartered Accountants Hyderabad, have tendered their resignation on 14.11.2023 from the position of Statutory Auditors for the financial year 2023-24 due to expire of Peer Review certificate. The Audit Committee & Board at its meeting held on November 14, 2023 noted that the statutory auditors have not raised any concern or issue on the financial statements of the Company except the expire of Peer Review certificate, resulting into a casual vacancy in the office of Statutory Auditors of the Company pursuant to section 139(8) of the Companies Act, 2013 ("Act"). Casual vacancy caused by the resignation of auditor can be filled by the shareholders in General Meeting within three months from the date of recommendation of the Board of Directors of the Company. The Board of Directors of the Company pursuant to the recommendation of the Audit Committee, in their meeting held on 14.11.2023, approved that M/s. C Ramachandram & Co., Chartered Accountants, Chartered Accountants, (FRN: 002864S), Hyderabad be appointed as the Statutory Auditors of the Company, subject to the consent of the members, to fill the casual vacancy caused by the resignation of M/s. Chowdary & Rao., Chartered Accountants.

M/s. C Ramachandram & Co., Chartered Accountants have 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.

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:

a.	Proposed fees payable to the statutory auditor(s).	The proposed fee to be paid to M/s. C Ramachandram & Co., 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 2023-24 aggregating to Rs,6,00,000/- plus applicable taxes alongwith out-of-pocket expenses.
b.	Terms of appointment	M/s. C Ramachandram & Co., Chartered Accountants, shall hold office commencing from the conclusion of this Extra Ordinary General Meeting till the conclusion of ensuringAnnual General Meeting

		of the Company to conduct the audit of financial statements of the Company for the financial year ending31 March, 2024.
c.	any material change in the fee payable to such auditor from that paid to the outgoing auditor 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	There is no material change in fee to be paid to the incoming Statutory Auditors proposed to be appointed through the ordinary resolution as set out at Item No. 1 of the Notice of this EGM.
d.	Basis of Recommendation for appointment/ Re-appointment	The Audit Committee and the Board of Directors, while recommending the appointment of M/s. C Ramachandram & Co., as the Statutory Auditor of the Company, have taken into consideration, among other things, the credentials of the firm and partners, proven 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. C Ramachandram & Co., Chartered Accountants is an ICAI Registered firm (Reg. No. 002864S). 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 and other regulatorycompliances.

None of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the aforesaid Ordinary Resolution.

The Board of Directors recommends the Ordinary Resolution set out in the Notice of EGM for approval of the members.

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

Sd/Place: Hyderabad Maniza Khan Date: 14.11.2023 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 (“MCA”) has vide its General Circular 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, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (collectively referred to as “MCA Circulars”) and SEBI 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 (“Listing Regulations”), the MCA Circulars granted certain relaxations and thus permitted the holding of Extra Ordinary General Meeting (“EGM”) of the companies through VC/OAVM viz. without the physical presence of the Members at a common venue. Hence in compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA / SEBI Circulars, as applicable, the EGM of the Company is being held through VC / OAVM (e-EGM).

Pursuant to the provisions of the Act, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

1. The Deemed Venue of the EGM of the Company shall be its Registered Office.

2. Since the EGM will be held through VC/OAVM (e-EGM), the Route Map for venue of EGM is not annexed to the Notice.

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

4. In compliance with the MCA Circulars and SEBI Circular dated January 15, 2021 as aforesaid, Notice of the EGM 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 will also be available on the Company’s website www.krrailengg.com and websites of the BSE Limited at www.bseindia.com. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e- Voting facility and e-voting system during the EGM i.e. www.evotingindia.com.

5. 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 EGM.

6. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Business to be transacted at the Extraordinary General Meeting as set out in the Notice is annexed hereto.

7. To avoid fraudulent transaction(s), the identity / signature of the Members holding shares in electronic /demat form is verified with the specimen signatures furnished by NSDL/ CDSL and members holding shares in physical form is verified as per the records of the R&T Agent of the Company. Members are requested to keep the same updated.

8. Members holding shares in the electronic form are requested to inform any changes in address/ bank mandate directly to their respective Depository Participants.

9. The Securities and Exchange Board of India issued a circular for submission of Aadhar number by every participant in securities market. Members holding shares in demat form are, therefore, requested to submit Aadhar Card details to the Depository Participants with whom they have demat accounts.

10. Members are requested to send their queries at least 5 days before the date of meeting so that information can be made available at the meeting.

11. In terms of Section 72 of the Companies Act, 2013, a member of the company may nominate a person on whom the shares held by him/ her shall vest in the event of his/ her death. Members desirous of availing this facility may submit nomination in prescribed Form-SH13, and to their respective depository participant, if held in electronic form.

12. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, which extended vide SEBI circular dated January 15, 2021, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories.

13. For any communication, the shareholders may also send requests to the Company’s investor email id: krrail1994@gmail.com

14. In compliance with applicable provisions of the Companies Act, 2013 read with aforesaid MCA circulars the EGM of the Company being conducted through Video Conferencing (VC) herein after called as “e-EGM”

15. Pursuant to the provisions of the circulars of AMC on the VC/OVAM(e-EGM):

16. a. Members can attend the meeting through log in credentials provided to them to connect to Video conference. Physical attendance of the Members at the Meeting venue is not required.

17. b. Appointment of proxy to attend and cast vote on behalf of the member is not available.

18. c. Body Corporates are entitled to appoint authorised representatives to attend the e-EGM through VC/ OAVM and participate thereat and cast their votes through e-voting.

19. The Members can join the e-EGM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

20. Up to 10000 members will be able to join on a FIFO basis to the e-EGM.

21. No restrictions on account of FIFO entry into e-EGM in respect of large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc.

22. The company has appointed Mrs. Aakanksha, Practicing Company Secretary as scrutinizer of the company to scrutinize the voting process.

THE INTRUCTIONS FOR THE SHAREHOLDERS FOR REMOTE E-VOTING AND EVOTING DURING EGM AND JOINING MEETING THROUGH VC/ OAVM ARE AS UNDER:

1. The voting period begins on 05.01.2024 at 9:00 A.M. and ends on 07.01.2024 at 5:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., on 01.01.2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

2. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

3. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; listed entities are required to provide remote e- voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e- voting process.

In case of Individual shareholders holding shares in demat mode:

In terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

	Type of Shareholders	Login Method
	Individual Shareholders holding securities in Demat mode with CDSL	a. Users who have opted for Easi / Easiest facility, can login through their existing user id and password. Option will be 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.comand 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 (“ESP”) i.e. CDSL, for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to 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.

d. 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/Evoting Login. 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 holding securities in Demat mode withNSDL

a. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com. b. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. c. Click on “Access to e-Voting” under e-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 “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 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 on the icon “Login” which is available under ‘Shareholder/Member’ section. 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 Depositorysite whereinyou 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& votingduringthe meeting.
	Individual Shareholders (holding securities in Demat mode) login through their Depository Participants	a. You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. b. 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. c. 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 “Forget User ID” and “Forget Password” option available at abovementioned website.

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

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

i. 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-numeric “PAN” issued by Income Tax 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) After entering these details appropriately, click on “SUBMIT” tab.

• 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 Creation’ menu wherein they are required to mandatorily enter their login 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) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• l) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• m) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• n) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• o) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• p) You can also take a print of the votes cast by clicking on “Click here to print” option on 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 –For 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 “Corporates” module.

• 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.

• A scanned copy of the Board Resolution and Power of Attorney (“POA”) which they have 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; krrail1994@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 EGM THROUGH VC AND E-VOTING DURING THE EGM:

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

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

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

• 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 EGM.

• 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 EGM.

• 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 WiFi 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 EGM may register themselves as a speaker by sending their request, on or before Monday, January 1, 2023, from their registered e-mail address mentioning their name, DP ID and Client ID / folio number, PAN, mobile number at krrail1994@gmail.com.Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.

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

• xi. If any Votes are cast by the Shareholders through the e-Voting available during the EGM 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 EGM.

If you have any queries or issues regarding attending EGM & 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.

For and on behalf of the Board of Directors

K & R Rail Engineering Limited

Sd/Place: Hyderabad Maniza Khan Date: 14.11.2023 Chairperson