Shareholders meeting

KERNEX MICROSYSTEMS (INDIA) LTD. (An ISO 9001-2015 Certified Company) Registered Office: CIN: L30007TG1991PLC013211 III "TECHNOPOLlS", Plot Nos: 38-41, Tel: +91 8414-{)67600 Hardware Technology Park, Fax: +91 6414-667695 UKAS TSIIC Layout, Raviryal (V), 1509001 ~='" email: kernex@kemex.in 001 Hyde!abad-501510. Telangana, Incrla. Website: www.kernex.in ?9??, : The Manager Listing Compliances, : The Manager Listing Department : BSE Limited National Stock Exchange ofIndia Ltd PhirozeJeejeebhoy Towers : Plot No.CIl, G Block,Exchange Plaza : Dalal Street, Bandra - KurlaComplex, Bandra (E) . _.M .. - ~b c- a _ !i '. ._- i. -4 C- ;-0 !_ l0 . _- d-0 _- ~0 - ~-1 - .-m :- . _b ~_ )a. -i 1- 1.- ~. ~.4 - ~0 - l_0 ;. . 0 - g-5 - ;1 .. Dear Sir/Madam, Sub: Notice of 34th Aunual General Meeting ('AGM') ofthc Company Please find enclosed herewith the Notice of the 34th AGM of Kernex Microsystems (India) Limited ("the Company") scheduled to be held on Wednesday, 30th September 2026 at 11 :00 a.m. (lST) via two-way Video Conference/Other Audio-Visual Means (VC/OAVM). The said Notice forms part of the 34th Annual Report of the Company for the Financial Year 2025-26. The Notice of the AGM is also available on the website of the Company at www.kernex.in.This is submitted pursuant to Regulation 30 read with Para A, Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. This is for your information and records. Thanking you. Yours faithfully. For Kernex Microsystems (India) Limited Prasada Rao K Company Secretary Kernex Microsystems (India) Ltd., Annual Report 2025-26 NOTICE Notice is hereby given that the 34th Annual General Meeting of the Members of M/s. Kernex Microsystems (India) Limited will be held on Wednesday, 30th September 2026 at 11:00 A.M. IST through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”) at the Registered Office to transact the following items of business: ORDINARY BUSINESS 1. TO RECEIVE, CONSIDER AND ADOPT (a) THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026 AND THE REPORT OF THE AUDITORS AND BOARD OF DIRECTORS THEREON AND (b) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026 AND THE REPORT OF AUDITORS THEREON To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolutions a) “RESOLVED THAT the audited standalone financial statements of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby received, considered and adopted.” b) “RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2026 and the report of Auditors thereon, as circulated to the Members, be and are hereby received, considered and adopted.” 2. TO APPOINT A DIRECTOR IN PLACE OF MR. SITARAMA RAJU MANTHENA (DIN: 08576273), WHOLE-TIME DIRECTOR, WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT AS A DIRECTOR IN THE COMPANY 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 152(6) and other applicable provisions of the Companies Act, 2013, the approval of the Members of the Company be and is hereby accorded to the re-appointment of Mr. Sitarama Raju Manthena (DIN: 08576273) as a “Director,” who shall be liable to retire by rotation.” 3. TO APPOINT A DIRECTOR IN PLACE OF MR. ANJI RAJU MANTHENA (DIN: 01022368), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT AS A DIRECTOR IN THE COMPANY 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 152(6) and other applicable provisions of the Companies Act, 2013, the approval of the Members of the Company be and is hereby accorded to the re-appointment of Mr. Anji Raju Manthena (DIN: 01022368) as a “Director,” who shall be liable to retire by rotation.” Kernex Microsystems (India) Ltd., Annual Report 2025-26 SPECIAL BUSINESS 4. TO RATIFY THE REMUNERATION PAYABLE TO M/S. M P R & ASSOCIATES, COST ACCOUNTANTS, HYDERABAD AS THE “COST AUDITORS” OF THE COMPANY FOR THE FINANCIAL YEAR 2026-27 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 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to M/s. M P R & Associates, Cost Accountants, (Registration No. 000413), Hyderabad, appointed as Cost Auditors by the Board of Directors of the Company to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2026, amounting to Rs. 1,50,000/- (Rupees One Lakh Fifty Thousand only) per annum plus applicable taxes, in addition to reimbursement of all out-of- pocket expenses, be and is hereby ratified.” 5. TO CONSIDER, APPROVE RE-APPOINTMENT OF MR. BADARI NARAYANA RAJU MANTHENA (DIN: 07993925) AS A WHOLE-TIME DIRECTOR FOR FURTHER PERIOD OF THREE YEARS W.E.F. 2ND SEPTEMBER 2026 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 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force, and pursuant to Regulation 17(1C), Regulation 17(6)(e), wherever applicable, and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), and such other rules, regulations, guidelines, notifications and circulars as may be applicable, and the provisions of the Memorandum and Articles of Association of the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors at its meeting held on 13th August 2026, the consent of the Members of the Company be and is hereby accorded by way of Special Resolution for the re-appointment and continuation of Mr. Badari Narayana Raju Manthena (DIN: 07993925) as Whole-Time Director of the Company for a further period of three (3) years with effect from 2nd September 2026, notwithstanding that he has attained the age of seventy (70) years during the said tenure, on the following terms and conditions: i. Salary The monthly remuneration payable shall be in the range of Rs. 12,50,000/- to Rs. 22,00,000/- per month, including House Rent Allowance and other allowances. The present remuneration of Rs. 12,50,000/- per month will continue. The Board of Directors of the Company (including the Nomination and Remuneration Committee thereof) shall be authorised to determine, revise, and fix the remuneration payable to Mr. Badari Narayana Raju Manthena within the aforesaid approved range, from time to time, based on performance, responsibilities, and other relevant factors, without requiring any further approval of the Members. Kernex Microsystems (India) Ltd., Annual Report 2025-26 ii. Perquisites Medical Reimbursement: Expenses incurred for himself and his family, subject to a ceiling of one month’s salary in a year or 3 months’ salary over a period of 3 years. Leave Travel Concession: One month’s salary in a year or 3 months’ [Showing first 8,000 characters — download PDF for full document]