K&R RAIL ENGINEERING LIMITED — Proxy Solicitation & Information Statement 2025

Apr 4, 2025

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

Date: 04.04.2025

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 4th April, 2025. The Extra Ordinary General Meeting of the company is scheduled to be held on Monday, the 28th day of April, 2025 at 11:30 A.M. (IST) through Video Conferencing (“VC”) /other AudioVisual 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

AMIT Digitally signed by AMIT BANSAL BANSAL Date: 2025.04.04 16:29:48 +05'30'

Amit Bansal Executive Director DIN: 06750775

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

NOTICE TO SHAREHOLDERS

Notice is hereby given that the Extra-Ordinary General Meeting (“EGM” or ‘the Meeting’) (03/2024-25) of the Members of K&R Rail Engineering Limited will be held on Monday, the 28 day of April, 2025 at 11:30 (IST) through Video Conference (VC)/ Other AudioVisual Means (OAVM) facility, to transact the business as mentioned below:

SPECIAL BUSINESS:

1. Appointment of Mrs. Rahmath Unnisa (DIN:10945055) as an Independent Director of the Company:

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

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“Rules”) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or reenactment thereof for the time being in force) and the Articles of Association of the Company as amended from time to time, and pursuant to the recommendations of the Nomination, Remuneration and Committee and the Board of Directors of the Company (hereinafter referred to as ‘the Board’ which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution), Mrs. Rahmath Unnisa (DIN: 10945055), who was appointed as an Additional Director of the Company in the Independent category in the board meeting held on 01.04.2025 and holds office up to the date of the ensuing annual general meeting or within three months from her appointment, whichever is earlier and who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the companies Act, 2013, and the rules made thereunder, be and is hereby appointed as an Independent Director of the Company for a term of Five (05) years with effect from 01.04.2025 to 31.03.2030 who shall not liable to retire by rotation.”

RESOLVED FURTHER THAT the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or expedient in the interest of the Company and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company.”

2. Re-Appointment of Mr. Amit Bansal (DIN: 06750775) as a Whole Time Director of the company:

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

“RESOLVED THAT pursuant to the provisions of Sections 2 (51) 203, 196, 197, read with Schedule V and other applicable provisions if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory modification(s) or re-enactment thereof for the time being in force and Articles of Association of the Company, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and pursuant to the recommendations of the Nomination, Remuneration and Committee and the Board of Directors of the Company (hereinafter referred to as ‘the Board’ which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution), consent of the members be and is hereby accorded for the reappointment of Mr. Amit Bansal (DIN: 06750775) as a whole time director of the Company for a further period of five years w.e.f. 01.04.2025 and to pay such remuneration as per terms and conditions as recommended by the nomination and remuneration committee and as set out in the explanatory statement annexed to the notice”

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year, Mr. Amit Bansal shall be entitled to receive remuneration upto the limit as approved herein above as minimum remuneration in compliance with applicable law notwithstanding that such remuneration may exceed the limits prescribed under Section 197 and Schedule V of the Act.

RESOLVED FURTHER THAT the Board shall have the discretion and authority to modify the aforesaid terms and remuneration, however, within the limit as approved by the members.

RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorised to do all such acts, deeds, matters, things and take all such steps as maybe necessary, proper or expedient to give effect to this Resolution.”

For and on behalf of the Board of Directors

K & R Rail Engineering Limited

Sd/Place: Hyderabad Amit Bansal Date: 01.04.2025 Executive Director (DIN: 06750775)

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

Item No.: 1 Appointment of Mrs. Rahmath Unnisa (DIN: 10945055) as an Independent Director of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on April 1, 2025 appointed Mrs. Rahmath Unnisa as an Additional Director who shall holds office up to the date of the ensuing annual general meeting or within three months from her appointment, whichever is earlier, pursuant to the provisions of Section 161 of the Act and rules made thereunder and the Articles of Association of the Company

The Nomination and Remuneration Committee (NRC), taking into consideration the skills, expertise, and competencies required for the Board in the context of the Company's business and sectors, and based on the performance evaluation, concluded and recommended to the Board that Mrs. Rahmath Unnisa's qualifications and extensive experience meet the skills and capabilities required for the role of Independent Director of the Company. The Board is of the opinion that Mrs. Rahmath Unnisa continues to possess the identified core skills, expertise, and competencies fundamental for effective functioning in her role as an Independent Director of the Company.

The Company has received a declaration from Mrs. Rahmath Unnisa confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In terms of Regulation 25(8) of the Listing Regulations, Mrs. Rahmath Unnisa has confirmed that she is not aware of any circumstance or situation that exists or may be reasonably anticipated, which could impair or impact her ability to discharge her duties. Mrs. Rahmath Unnisa has confirmed that she is not debarred from holding the office of Director of the Company by virtue of any SEBI order or any other such authority.

.

Further, Mrs. Rahmath Unnisa is not disqualified from being appointed as a Director under Section 164 of the Act and has given her consent to act as a Director. She has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA). Mrs. Rahmath Unnisa has also passed the online proficiency self-assessment test conducted by the IICA.

Accordingly, it is proposed to appoint Mrs. Rahmath Unnisa as an Independent Director of the Company, who shall not be liable to retire by rotation. The Board commends the Special Resolution set out in Item No. 1 of the accompanying Notice for approval of the Members.

Item No.: 2 Re-Appointment of Mr. Amit Bansal (DIN: 06750775) as a Whole time Director of the company:

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on April 1, 2025, approved the reappointment of Mr. Amit Bansal as Whole-time Director of the Company for a period of 5 (Five) years, along with the remuneration payable to him, subject to the approval of the members.

In accordance with Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment of any person to the Board of Directors must be approved by the shareholders at the next General Meeting or within three months from the date of appointment, whichever is earlier. Accordingly, shareholder approval is sought for the reappointment of Mr. Amit Bansal as Whole-time Director of the Company for a period of 5 (Five) years.

While the Company’s operations are profitable, the remuneration payable to Mr. Amit Bansal (or the total managerial remuneration payable by the Company to its Directors, including the Managing Director and Whole-time Director, as well as its Manager) may exceed the limits specified under Section 197 read with Schedule V of the Companies Act, 2013. Hence, as a matter of abundant caution, the members are requested to consider and approve the remuneration payable to Mr. Amit Bansal in accordance with the provisions of Section 197 and Section II of Part II of Schedule V of the Companies Act, 2013.

The information required under Section II of Part II of Schedule V of the Companies Act, 2013, is provided as an Annexure to this Notice. Additionally, a brief profile and other disclosures, as required under Regulation 36 of the SEBI (LODR) Regulations, 2015, and Secretarial Standard 2 issued by the ICSI, are also provided as an Annexure to this Notice.

The Board recommends the resolution set out in Item No. 2 of this Notice for the approval of the members by way of a Special Resolution.

Except for Mr. Amit Bansal and/or his relatives, none of the other Directors, Key Managerial Personnel (KMP) of the Company, or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of this Notice.

Information in accordance with Schedule V of Companies Act, 2013

I. General information:

1 Nature of Industry: Computers – Railway Projects & Consulting

• 2 Date or expected date of commencement of commercial: 11.05.1994

• 3 In case of new companies, expected date of commencement of business activities as per project approved by financial institutions appearing in the prospects: Not Applicable

• Financial performance based on given indications

• 4

		Particulars	2023-24		2022-23		2021-22
			(Rs.	in	(Rs.	in	(Rs.	in
			lakhs)		lakhs)		lakhs)
		Turnover	61223.30		30778.49		19465.06
		Net profit	711.90		522.31		605.54
		after Tax
5		Foreign investments or collaborations, if any:Not				Applicable

II. Information about the appointee:

1. Background Details: Mr. Amit Bansal has been associated with the Company since 2019 having rich experience of more than 20 years in railway project management.

2. Past Remuneration: Rs. 2,00,000 per month

3. Recognition or awards: Not Applicable

4. Job Profile and his suitability: Keeping in mind the background details, past record and proficiency of Mr. Amit Bansal, the Board is of the view that she is the most suitable person for the job

5. Remuneration proposed: Rs. 2,00,000/- per month

6. Comparative remuneration profile with respect to industry, size of the Company profile of the position and person (in case of expatriates the relevant details would be w.r.t. the country of his origin): Taking into consideration of the size of the Company, the profile of Mr. Amit Bansal and the responsibilities shouldered on her, the aforesaid remuneration package is commensurate with the remuneration package paid to managerial positions in other companies.

7. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: None

8. Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years: None

III. Other information:

1. Reasons for inadequate profits: The Company is in the mode of expansion of the business which generally requires spending lot of money upfront leading to minimal profits in the initial years. All this expenditure will result in to revenues over a period of next two to three years.

2. Steps taken or proposed to be taken for improvement: Necessary efforts are being made to increase the clientele who in turn contribute for the growth of the business as well as the profitability. The company is planning to recruit new talent to meet the market demands of new technology solutions.

3. Expected increase in productivity and profit in measurable terms: The Company is committed to build the business operations within budget and considering that the business operates on a going concern basis, it is believed that financial position of the Company will improve further in near future.

Details of Directors seeking appointment at the Extra Ordinary General Meeting [Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings]

Name of the Director	Mrs. Rahmath Unnisa	Mr. Amit Bansal
DIN	10945055	06750775
Date of Birth	20/06/1986	11/08/1972
Date of first appointment	NA	16.04.2019
Board Meetings attended during theyear	NA	NA
Brief Resume, Qualification and Experience	Mrs. Rahmath Unnisa holds a Master’s degree in Commerce from Osmania University, Hyderabad and She has varied experience having work in Transport Industry as business Executive, taking care of Administrative services in the Transport.	Mr. Amit Bansal has been associated with the Company since 2019 having rich experience of more than 20 years in railway project management. Mr. Amit Bansal administer and manages the railway projects under him.
Expertise in specific functional area	Railway project management, Administration and operations.	Railway project management, consulting and operations.
Terms and conditions of appointment	Appointment as Non- Executive Director (Independent) w.e.f.	Appointment as a whole time Director for a period of 5years

	01.04.2025 for a period of 5years
Remuneration drawn, if any	Not Applicable	Not Applicable
Relationships between Directors inter se	Except Mrs. Rahmath Unnisa, Independent Director being his relative, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financiallyor otherwise.	Except Mr. Amit Bansal, Whole time Director being his relative, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise.
Name of the Listed entities in which the person also holds the directorship and the membership of the committees of the Board along with the Listed entities from which the person has resigned in thepast threeyears*	NIL	NIL
Other Directorships, Membership/ Chairmanship of Committees of other Boards	NIL	NIL
Number of shares held in the Company	Mrs. Rahmath Unnisa is not holding any equity shares of the Company as on date.	Mr. Amit Bansal is not holding any equity shares of the Company as on date.
Place: Hyderabad Date: 01.04.2025	For and on behalf of the Board of Directors K & R Rail Engineering Limited Sd/- Amit Bansal Executive Director (DIN: 06750775)

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-SH-13, 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 25.04.2025 at 9:00 A.M. and ends on 27.04.2025 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 21.04.2025 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 withCDSL

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.

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 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 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

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 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 EGM may register themselves as a speaker by sending their request, on or before Sunday, April 27, 2025, 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 Amit Bansal Date: 01.04.2025 Executive Director (DIN: 06750775)