The Company has prepared the Standalone and Consolidated
Financial Statements for the Financial Year 2024-25 in
accordance with the Companies (Indian Accounting
Standards) Rules, 2015 prescribed under Section 133 of the
Companies Act, 2013 (the "Act").

STATE OF COMPANY'S AFFAIRS

KRN Heat Exchanger and Refrigeration Limited, founded
in 2017 in Neemrana, India, specializes in manufacturing
aluminium and copper fin and tube heat exchangers,
including water coils, condenser coils, and evaporator coils.
Their products are widely used by OEMs in the HVAC&R
industry for heating, ventilation, air conditioning, and
refrigeration applications.

In addition to extensive product offerings, your Company
manufacture various components such as aluminium / copper
fins and copper tubes, bar and plate and other components,
which are critical to manufacturing process. KRN focuses on

product quality and manufacturing processes for reliable end-
user solutions.

FINANCIAL HIGHLIGHTS

Standlaone level

During the Financial Year 2024-25, your Company clocked total
revenue from operations of ' 43846.64 Lakh as compared to
' 31359.92 Lakh in the Financial Year 2023-24 at Standalone level.

The profit after tax ("PAT") of the Company for the Financial
Year 2024-25 was ' 5017.46 Lakh as compared to ' 3988.49
Lakh in the Financial Year 2023-24.

Consolidated level

During the Financial Year 2024-25, your Company clocked total
revenue from operations of ' 44170.93 Lakh, as compared to
' 31374.09 Lakh in the Financial Year 2023-24 at Consolidated
level.

The profit after tax ("PAT") of the Company for the Financial
Year 2024-25 was ' 5287.54 Lakh as compared to ' 3938.99
Lakh in the Financial Year 2023-24.

INITIAL PUBLIC OFFERING ("IPO") AND LISTING ON
MAIN BOARD- BSE LIMITED ("BSE") AND NATIONAL
STOCK EXCHANGE OF INDIA LIMITED ("NSE")

In order to unlock further potential and unleash greater value
creation for all stakeholders, your Company came up with IPO
of its equity shares. The equity shares of your Company got
listed on Stock Exchanges with effect from October 3, 2024.

The Company successfully completed its Initial Public Offer
(IPO) of 15543000 Equity Shares of face value of ' 10/-
each at an Offer Price of ' 220 per Equity Share including a
premium of ' 210 per Equity Share aggregating to ' 34,194.60
Lakhs. The Initial Public Offer opened on September 25, 2024
and closed on September 27, 2024. The Equity Shares of the
Company were listed and admitted for trading on BSE and NSE
with effect from 3rd October, 2024.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your
Company during the year under review.

INFORMATION ABOUT SUBSIDIARY, ASSOCIATE
COMPANY AND THEIR FINANCIAL PERFORMANCES

Your Company has the following wholly owned subsidiaries as
on March 31, 2025. The details are as follows:

a) KRN HVAC Products Private Limited

b) Thermotech Research Laboratory Private Limited*

* The Board of Directors approved the incorporation of
Thermotech Research Laboratory Private Limited in FY25.

It was incorporated on February 26, 2025, for HVAC&R Lab
in India to equipped with the latest testing, validation, and
certification technologies.

Except as stated above, there was no change in the holding
of any subsidiary, joint venture or associate company during
the year.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES

A statement containing the salient features of the financial
statements of the Subsidiaries, Joint Ventures and Associates
of the Company is attached in Form AOC-1 as Annexure I as
required under Rule 5 of the Companies (Accounts) Rules, 2014.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, the Annual Return for the year ended on 31st March,
2025 is available on the Company’s website at https://
krnheatexchanger.com/investors/.

DIRECTORS AND KMPs

The Company’s Board, consisting of highly qualified
individuals, maintains a balanced structure of Executive and
Non-Executive Directors, Women Independent Directors with
a majority of Independent Directors, in compliance with all
regulations. This composition ensures effective leadership
and oversight. The Board currently has 07 Directors (02
Executive Directors, 01 Non executive and 04 Independent)
and engages in regular succession planning to maintain
alignment with the Company’s future needs.

Pursuant to the provisions of Section 152(6) of the Act,

Mr. Santosh Kumar Yadav (DIN 07789940), Chairman and
Managing Director, retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible, offer themselves
for re-appointment. A brief resume, details of expertise and
other directorships/committee memberships held by these
Directors, form part of the Notice convening the ensuing AGM.

There is no change in the Directors of the Company during the
year under review.

After closure of the Financial Year, the Board, on the
recommendation of the NRC, appointed Mr. Jitendra Kumar
Sharma (ICSI Membership No. A65048) as Company Secretary,
Compliance officer and Key Managerial Personnel (KMP) of
the Company with effect from 28th April, 2025 and appointed
Mrs. Meenakshi Sharma (DIN: 11153602) as Additional Non¬
Executive Independent Director of the Company with effect
from 18th June, 2025

The relevant resolution for the approval of the shareholders for
the appointment of Mrs. Meenakshi Sharma (DIN: 11153602),
as the Non-Executive Independent Director on the Board of
the Company is mentioned in the Notice of ensuing AGM.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the
Act, read in conjunction with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 (as
amended), the Key Managerial Personnel ("KMPs") of the
Company during the financial year were as follows:

Mr. Santosh Kumar Yadav, Managing Director

Mrs. Anju Devi, whole-time Director

Mr. Mr. Sonu Gupta, Chief Financial Officer

*Mr. Praveen Kumar, Company Secretary S Compliance Officer

**Mr. Jitendra Kumar Sharma, Company Secretary &

Compliance Officer

*Mr. Praveen Kumar, has been resigned from the position of
Company Secretary & Compliance Officer of the Company
w.e.f. 17th February, 2025.

**Mr. Jitendra Kumar Sharma has been appointed as Company
Secretary & Compliance Officer of the Company w.e.f. 28th
April, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from
all Independent Directors as required under Section 149(7)
of the Companies Act, 2013 and Regulation 25(8) of the
Listing Regulations, confirming that they meet the criteria
of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the Listing
Regulations, respectively.

In compliance with Section 150 of the Companies Act,

2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the details of all
the Independent Directors have been registered with the
databank maintained by the Indian Institute of Corporate
Affairs (IICA). Further, all the Independent Directors have
passed the online proficiency self-assessment test
conducted by IICA except those who have been exempted by
the Act.

SHARE CAPITAL

Authorised share capital

The Authorised Share Capital of the Company is '
72,00,00,000 divided into 7,20,00,000 equity shares of ' 10/-
each. During the year under review, there was no change in
the Authorised Share Capital of the Company.

Paid up share capital

During the year under review, the Company had issued
4,77,000 equity shares of ' 10/- each by private placement
and issued 1,55,43,000 equity shares of ' 10/- each in its IPO.
The paid up equity share capital as on 31st March, 2025 was
' 62,15,66,000 /- (Rupees sixty Two Crore Fifteen Lakhs Sixty
Six Thousand Only) divided into 6,21,56,600 equity shares of
' 10/- each.

ANNUAL LISTING FEE

The Annual Listing Fee for the financial year 2025-26 has been
paid to both the Stock Exchanges i.e. BSE Limited and National
Stock Exchange of India Limited.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

The Company has not declared dividends on the Equity
Shares, therefore, provisions for transfer of unclaimed/unpaid
dividend and shares to Investor Education and Protection
Fund under the Companies Act, 2013 were not applicable.

DIVIDEND

The Board does not propose to pay any dividend for the
financial year ended 31st March, 2025.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There was no instance of one-time settlement with any Bank
or Financial Institution during the financial year 2024-25.

AMOUNT TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are
provided in the Notes to Financial Statements forming part of
this Annual Report.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited
nor accepted any deposits from the public pursuant to the
provisions of Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred
between the end of the financial year of the Company and the
date of this report which could affect the financial position of
the Company.

RISK MANAGEMENT

Risk Management has been integrated with major business
processes such as strategic planning, business planning,
operational management and investment decisions to ensure
consistent consideration of risks in all decision- making.

Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a
continuing basis.

To minimize the adverse consequence of risks on business
objectives the Company has framed this Risk Management
Policy. The main objective of this policy is to ensure
sustainable business growth with stability and to promote
a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key
objective, the policy establishes a structured and disciplined
approach to Risk Management, in order to guide decisions on
risk related issues.

In today’s challenging and competitive environment,
strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The common
risks inter alia are: Regulations, competition, Business risk,
Technology obsolescence, Investments, retention of talent
and expansion of facilities.

Business risk, inter-alia includes financial risk, political risk,
fidelity risk and legal risk. As a matter of policy, these risks are
assessed and steps as appropriate are taken to mitigate the
same.

DETAILS OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has documented its internal financial controls
considering the essential components of various critical
processes, both physical and operational. This includes its
design, implementation and maintenance, along with periodic
internal review of operational effectiveness and sustenance
and whether these are commensurate with the nature of its
business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its
business, including adherence to the Company’s policies,
safeguarding of its assets, prevention of errors, accuracy
and completeness of the accounting records and the timely
preparation of reliable financial information.

Internal financial controls with reference to the financial
statements were adequate and operating effectively.

ANNUAL EVALUATION BY THE BOARD

The Board, pursuant to the provisions of the Act and Listing
Regulations, has carried out an Annual Evaluation of its own
performance, performance of the Board Committees and of
the individual Directors (including the Independent Directors)
on various parameters.

The criteria for the evaluation of the performance of the Board,
the Committees of the Board and the individual Directors,
including the Chairperson of the Board was approved by
the Nomination and Remuneration Committee ("NRC") of
the Company. The Board decided to circulate the set of
questionnaires for the performance evaluation to the directors
and on the basis of those questionnaires, the evaluation
of the Board Committees and of the individual Directors
(including the Independent Directors) was done for the FY
2024-25.

The performance evaluation of the Non-Independent
Directors and Chairman of the Board was carried out by the
Independent Directors in a separate meeting.

The Directors expressed their satisfaction with the evaluation
process. Further, the evaluation process confirms that the
Board and its Committees continue to operate effectively and
the performance of the Directors is satisfactory.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the
Companies Act, 2013 and the particulars of the employees
who are covered under the provisions contained in Rule 5 of
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are attached as Annexure II.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated "Whistle Blower Policy" to

provide Vigil Mechanism to the employees including Directors
of the Company to report genuine concerns and to ensure
strict compliance with ethical and legal standards across
the Company. The provisions of this Policy are in line with the
provisions of the Section 177(9) of the Companies Act, 2013
and the rules made thereunder and Regulation 22 of Listing
Regulations. The Company’s Whistle Blower Policy is available
on the website of the Company at https://krnheatexchanger.
com/wp-content/uploads/2024/05/Whistle-Blower-and-Vigil-
Mechanism.pdf.

During the period under review, the Company has not
received any complaint under the Whistle Blower Policy of the
Company.

MEETINGS OF THE BOARD OF DIRECTORS AND
COMMITTEE(S)

The Board met 12 (twelve) times during the year ended March
31, 2025. The number of meetings of the Board and various
Committees of the Board including attendance, composition
etc. are set out in the Corporate Governance Report which
forms part of Annual Report. The intervening gap between
the meetings was within the time limit prescribed under the
provisions of Section 173 of the Act and Listing Regulations.

In accordance with the provisions of Schedule IV to the
Act and applicable Regulations, a separate meeting of the
Independent Directors of the Company were held on 27th
January, 2025 and 31st March, 2025 without the attendance
of Non-Independent Directors and members of the
Management.

The Board has constituted the following Committees with
adequate delegation of powers:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders’ Relationship Committee

IV. Corporate Social Responsibility Committee

Details of the composition of the Committees, their terms
of reference, attendance of Directors at meetings of the
Committees and other requisite details as required under
Listing Regulations are provided in the Corporate Governance
Report which forms part of the Annual Report.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 S SS-2 relating to meetings
of the Board of Directors and General Meetings, respectively
have been duly complied with by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies
Act, 2013, the Directors hereby confirm that:

a. in the preparation of annual accounts for the financial
year ended 31st March, 2025, the applicable Accounting
Standards have been followed and there are no material
departures, from the same;

b. they have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the State of Affairs of the Company as at 31st
March, 2025 and of the profit of the Company for that
period;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act, 2013 for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going
concern basis;

e. they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

f. they have devised proper system to ensure compliance
with the provisions of all applicable laws and such
systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT(BRSR)

The BRSR for the FY 25, as stipulated under Regulation 34(2)
(f) of the Listing Regulations, is annexed separately forming
part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report for the year
under review is annexed separately forming part of the Annual
Report.

CORPORATE GOVERNANCE

The Company is committed to adhere to best corporate
governance practices. The separate section on Corporate
Governance and a Certificate from the Practicing Company
Secretary regarding compliance of conditions of Corporate
Governance as stipulated under Listing Regulations forms
part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has in place Corporate Social Responsibility
Policy ("CSR Policy") which outlines the Company’s philosophy
and responsibility and lays down the guidelines and

mechanism for undertaking socially impactful programs
towards welfare and sustainable development of the
community around the area of its operations. The CSR Policy
of the Company is available on the website of the Company
and the weblink is: https://krnheatexchanger.com/wp-
content/uploads/2025/08/CSR-Policy.pdf.

Pursuant to clause (o) of sub section (3) of Section 134
of the Act and Rule 8 of the Companies (Corporate Social
Responsibility) Rules, 2014, as amended, the Annual Report
on Corporate Social Responsibility activities of the Company
undertaken during the year under review, including salient
features of Company’s CSR Policy forms part of this Report as
Annexure III.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 read with rules made thereunder, M/s Keyur Shah
S Co., Chartered Accountants (Firm Registration No. 141173W)
has been appointed as the Statutory Auditors of the Company
in the 6th Annual General Meeting of the Company held on
30th September, 2023 to hold office for a period of Five (5)
years till the conclusion of 11th Annual General Meeting.

The Auditors’ Report does not contain any qualification,
reservation, adverse remark or disclaimer of opinion. The
Notes to the Financial Statements (including the Consolidated
Financial Statements) referred to in the Auditors’ Report are
self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

M/s S Khatri S Associates, Company Secretary in practice,
was appointed as Secretarial Auditors of the Company for FY
2024-25. The Secretarial Audit for FY ended 31 March 2025 is
annexed at Annexure-IV.

The observations and suggestions of the Secretarial Auditors
were reviewed, and necessary corrective/ preventive actions
were taken by the Company.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with rules made thereunder, the Board has
appointed M/s Sharma Shankar S Co., Chartered Accountants,
as Internal Auditor of the Company.

Internal Audit Reports are discussed with the management
and are also reviewed by the Audit Committee of the
Company. During the year under review, the Internal Auditors
carried out their functions as per the scope of work assigned
and placed their reports at the meetings of the Audit
Committee.

The observations and suggestions of the Internal Auditors
were reviewed, and necessary corrective/ preventive actions
were taken in consultation with the Audit Committee.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies
Act, 2013, Board of Directors of the Company on the
recommendation of the Audit Committee has approved
the appointment of M/s R S Chauhan S Associates, Cost
Accountant (Reg. No. 003517) as Cost auditors of the
Company for the F.Y 2024-25 and the necessary resolution
for ratification on the remuneration payable to the cost
auditors was approved by the members of the Company in the
previous AGM.

In accordance with the provisions of Section 148(1) of the
Act, read with the Companies (Cost Records and Audit) Rules,
2014, the Company is maintaining the requisite cost records.

There has been no qualification, reservation, adverse remark
or disclaimer given by the Cost Auditors in their Report for the
financial year ended March 31, 2025.

As per the provisions of Section 148 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, the remuneration
payable to Cost Auditors is required to be ratified and
confirmed by the members in General Meeting. Accordingly,
resolution seeking members’ ratification for the remuneration
payable to M/s R S Chauhan S Associates, Cost Accountant for
the F.Y. 2025-26 is included in the Notice convening the AGM.

DETAILS IN RESPECT OF FRAUD REPORTED BY
AUDITOR UNDER SECTION 143(12) OTHER THAN
WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

There was no fraud reported in the Company during the
Financial Year ended 31st March, 2025. This is also being
supported by the report of the auditors of the Company as no
fraud has been reported in their audit report under Section
143 (12) of the Companies Act, 2013 for the Financial Year
ended 31st March, 2025.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Particulars of loans, guarantees given, security provided and
investments made during the year in accordance with Section
186 of the Act forms part of the notes to the Audited Financial
Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES PURSUANT TO THE
SECTION 188 (1) OF THE COMPANIES ACT, 2013

The Company has robust processes and procedures for
identification and monitoring related party(ies) and related
party transactions.

The Company has formulated a policy on related party
transactions which is also available on the website of the
Company at www.krnheatexchanger.com. All related party
transactions are placed before the Audit Committee for review

and approval. Prior omnibus approval is obtained for related
party transactions on a quarterly basis which are of repetitive
nature and/ or entered in the ordinary course of business
and are at an arm’s length basis. There were no related party
transactions entered into by the Company with Directors,
KMPs or other related parties which may have a potential
conflict with the interest of the Company.

All related party transactions entered during the financial
year were in the ordinary course of the business and at an
arm’s length basis and the Company has not entered into
any material related party transaction as stipulated under
Regulation 23 of the Listing Regulations. Accordingly, the
disclosure of related party transactions as required under
Section 134(3)(h) of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is not applicable to the
Company for FY 2024-25.

The detailed disclosure on related party transactions as per
IND AS-24 containing name of related parties and details of
the transactions entered into with them have been provided
under Note No. 39 of the Standalone Financial Statements of
the Company.

BOARD POLICIES

In compliance with the Act and Listing Regulations, the
Company has made all Board-approved policies available on
its website at www.krnheatexchnager.com

POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Act,
the Nomination S Remuneration Committee (NRC) of your
Board had fixed the criteria for nominating a person on the
Board which inter alia include desired size and composition
of the Board, age limit, qualification / experience, areas of
expertise and independence of individual.

The Board of Directors, on the recommendation of the NRC
of the Company, had framed a Policy for Nomination and
Appointment of Directors. Further, pursuant to provisions of
the Act, the NRC recommended to the Board a Remuneration
Policy for remuneration payable to, to Directors, Key
Managerial Personnels and Senior Management Personnel
and other employees of the Company, which was duly
approved by the Board. The Board on the recommendation of
the Committee appoints the Senior Management Personnel
from time to time. The NRC has also developed the criteria
for determining the qualifications, positive attributes and
independence of Directors and for remuneration to Executive
Directors of the Company. The Remuneration Policy of the
Company is available on Company’s website at https://
krnheatexchanger.com/investors/.

DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards Sexual Harassment
of Women at Workplace and values the dignity of individuals
and is committed to provide an environment, which is free of
discrimination, intimidation and abuse.

As per the requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,

2013 ('Act') and rules made there under, the Company has
adopted a Sexual Harassment Policy for women to ensure
healthy working environment without fear of prejudice, gender
bias and sexual harassment and Complying with the other
applicable provisions of the Act.

As per the requirement of the POSH Act and Rules made
thereunder, the Company constituted an Internal Complaints
Committee (ICC) to redress the complaints received regarding
sexual harassment.

The details pertaining to complaints on matters pertaining to
sexual harassment during the Financial Year 2024-25, are as
below:

The Policy is available on the Company's website at https://
krnheatexchanger.com/investors/

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company has complied with provisions relating to the
Maternity Benefit Act, 1961. as amended by the Maternity
Benefit (Amendment) Act, 2017. All eligible women employees
are entitled to maternity benefits, including paid leaves, as
prescribed under the law.

The Company remains committed to supporting its women
employees by providing a safe, inclusive and enabling
workplace that encourages work-life balance and facilitates a
smooth transition during and after maternity.

No complaints or grievances relating to maternity benefits
were reported during the financial year 2024-25.

DECLARATION REGARDING COMPLIANCE BY BOARD
MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE COMPANY'S CODE OF CONDUCT

The Board of Directors of the Company has approved a 'Code
of Conduct and Business Ethics' (Code) for all Board members,
Key Managerial Personnel and Senior Management Personnel.
All the members of the Board and Senior Management
Personnel have affirmed the compliance of the same. A copy
of the Code is available on the website of the Company viz.
https://krnheatexchanger.com/wp-content/uploads/2024/05/
Code-of-Conduct-for-Directors-and-Senior-Management-
Personnel-Policy.pdf.

CERTIFICATE FROM PRACTICING COMPANY
SECRETARIES

The Company hereby confirms that none of its directors
have been debarred or disqualified from appointment or
continuation as directors by the Securities and Exchange
Board of India (SEBI), the Ministry of Corporate Affairs (MCA),
or any other statutory authority. A certificate to this effect
has been obtained from M/s Deepak Arora & Associates
(Firm Registration No. P2001RJ080000), Practicing Company
Secretaries, and is included as part of this report.

The Board is comprised of highly experienced individuals of
esteemed repute, exhibiting a diverse and balanced mix of
Executive and Non-Executive Directors, with a majority of
Independent Directors.

FAMILIARIZATION PROGRAMS FOR INDEPENDENT
DIRECTORS

In accordance with the provisions of Regulation 25(7) of
the Listing Regulations, the Company has been conducting
familiarisation programmes for Independent Directors. The
familiarisation programme comprises of a combination
of written communication, presentation made in various
meetings and interactions with the management team to
provide the directors an opportunity to familiarize with the
Company, its management, operation, policies and practices.

Further, periodic presentations are made at the Board and
Committee meetings, on business and performance updates
of the Company, global business environment, business
strategy and risks involved. Updates on relevant statutory
changes are provided to the Directors in the Board meetings.
Upon appointment, the Independent Directors are issued
a letter of appointment setting out in detail the terms of
appointment including their roles, functions, responsibilities
and their fiduciary duties as a Director of the Company.

Details regarding familiarization programs imparted to
independent Directors has been disclosed on the given
weblink: https://krnheatexchanger.com/wp-content/
uploads/2024/05/Familarization-Programme.pdf.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Innovating for a sustainable future, the Company harnesses
technology to tackle pressing environmental challenges,
including climate change, water scarcity, and waste
management. Equally important is its commitment to social
responsibility, demonstrated by investments in digital skilling
fostering inclusive workplaces, prioritizing employee well¬
being, and empowering communities. Guided by its core
values and overseen by a dedicated ESG team, the company
is setting new standards for ethical and sustainable business
practices.

CONFLICT OF INTERESTS

To maintain transparency, the Directors annually disclose the
external board and committee roles, with updates throughout
the year. This practice supports the Company commitment
to avoiding conflicts of interest. The Members of the Board
restrict themselves from any discussions and voting in
transactions in which they have concerns or interests.

INSIDER TRADING CODE

The Company has instituted a mechanism to avoid Insider
Trading and abusive self-dealing in the securities of the
Company. In accordance with the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,

2015 ('SEBI PIT Regulations'), the Company has established
systems and procedures to prohibit insider trading activity
and has framed the Code of Prohibition of Insider Trading (the
"Code"). The Code of the Company prohibits the designated
employees from dealing in the securities of the Company
on the basis of any Unpublished Price Sensitive Information
(UPSI), available to them by virtue of their position in the
Company. The objective of this Code is to prevent the
misuse of any UPSI and prohibit any insider trading activity
to protect the interests of the shareholders at large. The
Board of Directors of the Company has adopted the Code
and formulated the Code of Practices and Procedures for
Fair Disclosure in terms of the requirements of the SEBI PIT
Regulations. The Company Secretary has been appointed as
the Compliance Officer for ensuring implementation of the
Code. The Code is available on the website of the Company at
www.krnheatexchanger.com.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

(D&O)

The Company provides Directors and Officers Liability
Insurance (D&O Insurance) to indemnify directors, including
Independent Directors, against liabilities arising from
negligence,

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act, read with Rule
8 of the Companies (Accounts) Rules, 2014 is detailed in
Annexure VI to this Board's Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS

There is no significant and material order was passed by the
regulators or courts or tribunals impacting the going concern
status and your Company's future operations;

OTHER INFORMATION

During the year under review:

• There has been no issue of equity shares with differential
rights as to dividend, voting or otherwise;

• There has been no issue of shares (including sweat
equity shares) to employees of the Company under any
scheme;

• No buyback of shares has been undertaken

• As per rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014, the Company has not issued
equity shares under the scheme of employee stock
options;

• None of your Directors have received any remuneration or
commission (accept the sitting fees by the Independent
Directors) from any subsidiary of the Company

• The equity shares of the Company have not been
suspended from trading by the SEBI and/ or Stock
Exchanges;

• As per rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014, the Company has not issued
equity shares under the scheme of employee stock
options; employees in terms of Section 67(3) of the Act,
no disclosures are required to be made

• There was no revision of financial statements and the
Board's Report of the Company during the year under
review;

• No amount or Shares were required to be transferred to
the Investor Education and Protection Fund.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere
appreciation to all the employees for their dedication and
commitment. Their hard work and unstinted efforts enabled
the Company to sustain its performance and consolidate its
sectoral leadership.

The Board of Directors would like to express their sincere
appreciation for assistance and co-operation received from
vendors and stakeholders, including financial institutions,
banks, Central and State Government authorities, customers
and other business associates, who continued to extend
their valuable support during the year under review. It will be
the Company’s endeavour to nurture these relationships in
strengthening business sustainability.

By the order of the Board
For KRN HEAT EXCHANGER AND REFRIGERATION LIMITED

SANTOSH KUMAR YADAV

Chairman and Managing Director
DIN: 07789940

DATE:18.08.2025
PLACE: NEEMRANA