Kernex Microsystems India Ltd

Rating action and rated facilities

• 125 Cr bank facilities upgraded to CARE BBB; Stable (long-term) and CARE A3+ (short-term); from BBB-.
• 10 Cr long-term facility assigned CARE BBB; Stable.
• 525 Cr long-term facilities upgraded to CARE BBB; Stable from BBB-.
• Outlook: Stable for long-term ratings.

Agency

• Rating Agency: CARE Ratings Limited (CARE).

Document contents

• Document contains digital signatures by Prasada Rao Kalluri dated 2026-09-30.

Kernex Microsystems (India) Ltd — Trading Window closed from 1 October 2026 till 48 hours after the declaration of un-audited financial results for the second quarter and half-year ended on 30 September 2026.

Independent Directors updates

• Re-appoint Adabala Seshagiri Rao as Independent Director for a second five-year term, subject to AGM approval.
• Re-appoint Pasupuleti Dinakara Rao as Independent Director for a second five-year term, subject to AGM approval.
• Appointment of Renuka Rani C as Additional Independent Director, effective Sept 6, 2026, to Sept 30, 2028.
• Mr. Ayyagari Viswanadha Sarma's term as Independent Director expired Sept 5, 2026.
• Board approved re-appointments on Sept 5, 2026, for consideration at the 34th AGM.
• Addendum to Board's Report issued; forms part of 34th Annual Report.

Key dates

• AGM date: 30 September 2026 at 11:00 IST via video conferencing.
• Book closure: 24 September 2026 to 30 September 2026 (inclusive).
• Purpose: book closure for the Annual General Meeting.
• Cut-off date for voting: 23 September 2026.
• Security: equity shares affected.

Financial highlights

• Standalone revenue up 224.5% YoY to 42,580.96 Lakhs; PAT 8,062.52 Lakhs; PBT 10,942.47 Lakhs.
• Consolidated revenue 43,022.12 Lakhs; PAT 8,824.30 Lakhs; EPS 52.71.
• Dividend for FY25-26: none declared.

Geography and segment

• Company operates a single rail-safety segment; geography includes India, Egypt, USA.
• Standalone geography: Domestic 42,512.35 Lakhs; Exports 68.61 Lakhs.
• Consolidated geography: Domestic 42,523.54 Lakhs; Exports 498.59 Lakhs.

Capital structure and liquidity

• Total borrowings: Standalone 16,192.31 Lakhs; Consolidated 16,211.12 Lakhs.
• Net debt to equity: 34.74% (Standalone); 39.37% (Consolidated).
• Equity share capital raised to 1,680.24 Lakhs; shares issued 168,02,422.

Board and governance

• MD: Sreelakshmi Manthena; WTD: Badari Narayana Raju Manthena; WTD: Sitarama Raju Manthena.
• Parvathi Manthena appointed Additional Director 29-05-2026; approved via postal ballot 29-07-2026.
• Renuka Rani Chadalawada appointed Independent Director 06-09-2026 to 30-09-2028.

ESOPs and share issuance

• KMIL ESOS 2023: 1,200 options granted; 43,000 vested and exercised.
• Remaining options: 105,800; exercise price ₹25 per option.
• Total options outstanding in the year: 1,50,000.

Audit, risk and controls

• Statutory auditors: NSVR & Associates LLP; Secretarial auditor: D. S. Rao; no qualifications.
• Robust internal financial controls; whistle-blower policy in place with no complaints.

Related party transactions and CSR

• Related party transactions are arm's length; major dealings with Kernex TCAS JV, VRRC JV.
• CSR for 2025-26: nil due to negative average profits; no CSR spend.

Outlook and risks

• Railway Budget 2026-27 earmarks substantial safety capex; Kavach deployment to be scaled.
• Kernex positioned for multi-year Kavach pipeline; execution, supply chain and regulatory risks monitored.

AGM details

• AGM date/time/mode: 30 September 2026 at 11:00 IST via VC/OAVM at the registered office.
• Register of Members and transfer books closed 24–30 September 2026.
• Deemed venue: Registered Office.
• Remote e-voting window: 27–29 September 2026, 09:00–17:00 IST.
• Voting rights cut-off date: 23 September 2026.
• Proxy facility not available for this VC/OAVM AGM.
• VC/OAVM attendance capacity initially 1000; later expanded to 2000.

Ordinary business resolutions

• Adopt standalone financial statements and reports for the year.
• Adopt consolidated financial statements and report.
• Re-appoint Sitarama Raju Manthena as Director liable to retire by rotation.
• Re-appoint Anji Raju Manthena as Director liable to retire by rotation.

Special business resolutions

• Ratify remuneration payable to M P R & Associates as Cost Auditors for 2026-27.
• Re-appoint Badari Narayana Raju Manthena as Whole-Time Director for 3 years from 2 Sep 2026.
• Remuneration range: ₹12.5–₹22.0 lakh per month; present ₹12.5 lakh.
• Board authorized to fix remuneration within the approved range.
• Re-appoint Sitarama Raju Manthena as Whole-Time Director for 3 years from 2 Sep 2026.
• Board authorized to fix remuneration within the range.
• Re-appoint Seshagiri Rao Adabala as Independent Director for second five-year term from 06.09.2026.
• Re-appoint Dinakara Rao Pasupuleti as Independent Director for second five-year term from 30.09.2026.
• Appoint Renuka Rani Chadalawada as Independent Director from 06.09.2026 to 30.09.2028.

Rotations / independents

• Retirements by rotation: Sitarama Raju Manthena and Anji Raju Manthena; recommended for re-appointment.
• Independent directors provide declarations; notices proposing candidature received.

Kernex AGM notice and email-registration

• Company published notice to register email addresses for receiving the 34th AGM notice and FY2026 annual report.
• Newspaper notices published in Financial Express (Hyderabad) and Nadinam (Hyderabad) dated Sep 8, 2026.
• Notice pertains to the 34th AGM and annual report for year ended March 31, 2026.

Special window for transfer of dematerialised shares

• Special window opened for transfer of dematerialised shares; physical transfers to demat form must be submitted.
• Eligible brokers/participants to forward transfer requests within the window period.
• Securities transferred will be subject to lock-in from the date of transfer.

Notice of 54th AGM and e-voting

• Notice for 54th AGM and e-voting publication with book closure details.
• Includes voting procedures, attendance, and record date details.
• Schedule confirms AGM date, venue, and e-voting windows.

Order details

• Awarding entity: Integral Coach Factory, Chennai (ICF).
• Scope: Supply, installation, testing and commissioning of On-board Kavach upgrade from v3.2 to v4.0, including hardware and software.
• Contract value: Rs. 31.87 crores, inclusive of GST.
• Entity is domestic.
• Timeline: to be completed on or before 31/03/2027.
• Significant terms: includes warranty and CAMC.
• Promoter group interest: none.
• Impact: may provide revenue visibility and order-book growth.