KRN Heat Exchanger and Refrigeration logo

KRN Heat Exchanger and Refrigeration MD, chairman, board of directors and AGM

NSE: KRNBSE: 544263Industrial ProductsSmall Cap

Last close ₹1,018.50down ₹53.50 (4.99%)BSE ₹1,018.20

Share price at the NSE close on 23 Oct 2026. Previous close ₹1,072.00.

52-week range of traded prices to 23 Oct 2026
₹589.80Low, 27 Jan 2026₹1,687.00High, 9 Sep 2026
Market cap
₹6,667 Cr718th largest listed
P/E
68.8
P/B
Shares changed
Dividend yield
Nonein the last 12 months
ROE
18.1%
ROCE
15.9%
Debt to equity
0.33
Volume, NSE
3,38,61153.6% delivered

KRN Heat Exchanger and Refrigeration board of directors

At the end of the quarter to Sep 2026, as the company filed it; changes since are in its announcements.Their trades in its shares

  • Chairperson and managing directorSantosh Kumar YadavRelated to the promoter

7 directors4 independent2 executive1 non-executive

  • Santosh Kumar Yadav · Chairperson and managing directorExecutive · joined Aug 2017 · 1 listed board
  • Anju DeviExecutive · joined Aug 2017 · 1 listed board
  • Manohar LalNon-executive · joined Mar 2023 · 1 listed board · 1 committee seat
  • Srinivasa Rao AnasingarajuIndependent · joined Mar 2024 · 30 months as independent · 1 listed board · 1 as independent · 1 committee seat
  • Ketan SharmaIndependent · joined Mar 2024 · 30 months as independent · 1 listed board · 1 as independent · 2 committee seats, 2 as chair
  • Deepak BathejaIndependent · joined Mar 2024 · 30 months as independent · 1 listed board · 1 as independent · 2 committee seats
  • Meenakshi SharmaIndependent · joined Jun 2025 · 15 months as independent · 1 listed board · 1 as independent

An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.

Committees and meetings

Who sits on each, and how often they met.Board meeting notices and outcomes

  • Board

    • 12 Aug 20267 of 7 present4 independent · 89 days in between
    • 14 May 20267 of 7 present4 independent
  • Audit Committee

    Chair Ketan Sharma

    Deepak Batheja, Srinivasa Rao Anasingaraju

    • 12 Aug 20263 of 3 present3 independent
    • 14 May 20263 of 3 present3 independent
  • Nomination and remuneration committee

    Chair Ketan Sharma

    Deepak Batheja, Manohar Lal

    • 14 May 20263 of 3 present2 independent
  • Stakeholders Relationship Committee

    Chair Ketan Sharma

    Deepak Batheja, Manohar Lal

    No meeting listed in the filing.

  • Risk Management Committee

    Chair Santosh Kumar Yadav

    Manohar Lal, Anju Devi, Ketan Sharma, Deepak Batheja, Pawan Nawal, Jitendra Kumar Sharma, Vivek Chauhan, Basti Ram Yadav

    • 12 Aug 20265 of 5 present2 independent · 89 days in between
  • Corporate Social Responsibility Committee

    Chair Santosh Kumar Yadav

    Ketan Sharma, Deepak Batheja

    No meeting listed in the filing.

Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.

Statutory auditor

Named in the results for the quarter to Mar 2026.

  • Keyur Shah & Co.Peer-review certificate valid to Dec 2027

A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.

KRN Heat Exchanger and Refrigeration AGM and shareholder votes

Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.KRN Heat Exchanger and Refrigeration share news and announcements

Annual general meeting, 25 Sep 2026

95,850 shareholders on the register on 18 Sep 2026; present: 5 promoters and 41 others; votes counted by Heena Lakhani / DEEPAK ARORA AND ASSOCIATES.The company's voting result (opens in a new tab)

  1. To receive, consider and adopt the audited standalone and Consolidated financial statements of March 31, 2026 together with the Reports of the Board of Directors and Auditors thereon.
    Ordinary
    99.74% for0.26% against

    Against: promoters 0.00% · institutions 1.41% · other public 0.08%

    Turnout: all 80.90% · promoters 100.00% · institutions 87.38% · other public 1.52%

  2. To appoint a Director in place of Mr. Manohar Lal DIN 1004050 who retires by rotation and being eligible, offers himself for re appointment
    Ordinary
    98.23% for1.77% against

    Against: promoters 0.00% · institutions 9.43% · other public 0.11%

    Turnout: all 81.18% · promoters 100.00% · institutions 89.02% · other public 1.52%

  3. To ratify the remuneration payable to Ms R S Chauhan and Associates Cost Accountants Cost Auditor of the Company for the Financial Year ending on March 31
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.08%

    Turnout: all 81.18% · promoters 100.00% · institutions 89.02% · other public 1.52%

  4. To approve the revision in remuneration of Mr Santosh Kumar Yadav Chairman and Managing Director of the Company
    SpecialPromoters have an interest in it
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.14%

    Turnout: all 81.18% · promoters 100.00% · institutions 89.02% · other public 1.52%

  5. To approve the revision in remuneration of Mrs Anju Devi Whole time Director of the Company
    SpecialPromoters have an interest in it
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.14%

    Turnout: all 81.18% · promoters 100.00% · institutions 89.02% · other public 1.52%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Extraordinary general meeting, 15 Apr 2026, 5 resolutions

85,422 shareholders on the register on 8 Apr 2026; present: 5 promoters and 28 others; votes counted by DEEPAK ARORA / DEEPAK ARORA AND ASSOCIATES.The company's voting result (opens in a new tab)

  1. Re-appointment of Mr. Santosh Kumar Yadav (DIN: 07789940) as Chairman and Managing Director of the Company
    SpecialPromoters have an interest in it
    99.89% for0.11% against

    Against: promoters 0.00% · institutions 0.92% · other public 0.03%

    Turnout: all 80.93% · promoters 100.00% · institutions 75.47% · other public 1.81%

  2. Re-appointment of Mrs. Anju Devi (DIN: 06858442) as Whole-Time Director of the Company
    SpecialPromoters have an interest in it
    99.89% for0.11% against

    Against: promoters 0.00% · institutions 0.92% · other public 0.03%

    Turnout: all 80.93% · promoters 100.00% · institutions 75.47% · other public 1.81%

  3. To Approve KRN Employee Stock Option Plan 2026 (“ESOP Plan”)
    Special
    96.10% for3.90% against

    Against: promoters 0.00% · institutions 32.99% · other public 0.10%

    Turnout: all 80.61% · promoters 100.00% · institutions 73.04% · other public 1.81%

  4. To approve grant of ESOP to the employees of the subsidiary companies etc. under KRN Employee Stock Option Plan 2026 (“the ESOP Plan”)
    Special
    96.10% for3.90% against

    Against: promoters 0.00% · institutions 32.99% · other public 0.10%

    Turnout: all 80.61% · promoters 100.00% · institutions 73.04% · other public 1.81%

  5. Issuance of equity shares to investors by way of a qualified institutions placement for raising of funds
    Special
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.01%

    Turnout: all 80.93% · promoters 100.00% · institutions 75.47% · other public 1.81%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 16 Sep 2025, 5 resolutions

75,845 shareholders on the register on 9 Sep 2025; present: 5 promoters and 29 others; votes counted by Deepak Arora / Deepak Arora & Associates.The company's voting result (opens in a new tab)

  1. 1. To receive, consider and adopt the a. audited standalone financial statements of March 31, 2025 together with the Reports of the Board of Directors and Auditors thereon and b. audited consolidated financial statements of March 31, 2025 together with the Reports of the Board of Directors and Auditors thereon.MoreLess
    Ordinary
    99.98% for0.02% against

    Against: promoters 0.00% · institutions 0.22% · other public 0.11%

    Turnout: all 78.37% · promoters 100.00% · institutions 61.76% · other public 2.41%

  2. 2. To appoint a director in place of Mr. Santosh Kumar Yadav DIN 07789940 who retires by rotation and being eligible, offers himself for re-appointment.
    OrdinaryPromoters have an interest in it
    99.33% for0.67% against

    Against: promoters 0.00% · institutions 7.00% · other public 0.11%

    Turnout: all 78.76% · promoters 100.00% · institutions 64.98% · other public 2.47%

  3. 3. To consider and approve the appointment of Mrs. Meenakshi Sharma DIN 11153602 as an Independent Director of the Company
    Special
    98.63% for1.37% against

    Against: promoters 0.00% · institutions 14.96% · other public 0.24%

    Turnout: all 78.38% · promoters 100.00% · institutions 61.76% · other public 2.47%

  4. 4. To ratify the remuneration payable to Ms. RS Chauhan and Associates, Cost Accountants, Cost Auditor of the Company for the Financial Year ending on March 31, 2026.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.22%

    Turnout: all 78.76% · promoters 100.00% · institutions 64.98% · other public 2.47%

  5. 5. To Approve the appointment of M/S SMD and Co., Practicing Company Secretaries as Secretarial Auditors of the Company.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.21%

    Turnout: all 78.76% · promoters 100.00% · institutions 64.98% · other public 2.47%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

How mutual funds voted

Fund houses must disclose how they vote at every meeting of a company they hold.Funds that hold it

Mutual fund votes, meeting of 25 Sep 2026, 2 fund houses so far (houses' deadline to file 15 Oct 2026)

  • To receive, consider and adopt the audited standalone and Consolidated financial statements of March 31, 2026 together with the Reports of the Board of Directors and Auditors thereon.
    Against Angel One Mutual Fund
    • Angel One Mutual FundNon-disclosure of financial statements of the Subsidiary Companies for FY 2025- 26 on the Company’s website.
    1 for1 against
  • To appoint a Director in place of Mr. Manohar Lal DIN 1004050 who retires by rotation and being eligible, offers himself for re appointment
    2 for0 against
  • To ratify the remuneration payable to Ms R S Chauhan and Associates Cost Accountants Cost Auditor of the Company for the Financial Year ending on March 31
    2 for0 against
  • To approve the revision in remuneration of Mr Santosh Kumar Yadav Chairman and Managing Director of the Company
    2 for0 against
  • To approve the revision in remuneration of Mrs Anju Devi Whole time Director of the Company
    2 for0 against

Mutual fund votes, meeting of 15 Apr 2026, 9 fund houses

  • Re-appointment of Mr. Santosh Kumar Yadav (DIN: 07789940) as Chairman and Managing Director of the Company
    Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund
    • Angel One Mutual FundGovernance concern: Combined position of Chairman and Managing Director; Transparency Concern: The Company has not disclosed if the Director’s office is liable to retirement by rotation or not; Ambiguity between proposed period for minimum remuneration.
    • Groww Mutual FundCompliant with law. No concern on the merits of proposed director. Governance concern: Combined position of Chairman and Managing Director; Transparency Concern: The Company has not disclosed if the Director’s office is liable to retirement by rotation or not; it may lead to a compliance concern under Section 152(6) due to inadequate disclosure; Ambiguity between proposed period for minimum remuneration.
    • Motilal Oswal Mutual FundHolds combined position of CMD; The Company has not disclosed if the Director’s office is liable to retirement by rotation or not; Ambiguity between the proposed period for minimum remuneration.
    6 for3 against
  • Re-appointment of Mrs. Anju Devi (DIN: 06858442) as Whole-Time Director of the Company
    Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund
    • Angel One Mutual FundTransparency Concern: The Company has not disclosed if the Director’s office is liable to retirement by rotation or not; Ambiguity between the proposed period for minimum remuneration.
    • Groww Mutual FundCompliant with law. No concern on the merits of proposed director. Transparency Concern: The Company has not disclosed if the Director’s office is liable to retirement by rotation or not; it may lead to a compliance concern under Section 152(6) due to inadequate disclosure; Ambiguity between the proposed period for minimum remuneration
    • Motilal Oswal Mutual FundThe Company has not disclosed if the Director’s office is liable to retirement by rotation or not; Ambiguity between proposed period for minimum remuneration
    6 for3 against
  • To Approve KRN Employee Stock Option Plan 2026 (“ESOP Plan”)
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund
    • Angel One Mutual FundGovernance Concern: Broad Range of Discount in Exercise Price, The potential maximum benefit that may be granted to a single employee appears to be excessive.
    • Bandhan Mutual Fund, Groww Mutual FundCompliant with law. Governance Concern: Broad Range of Discount in Exercise Price, The potential maximum benefit that may be granted to a single employee appears to be excessive
    • Bank of India Mutual FundUnder KRN ESOP Plan, the company can grant upto 600,000 options through fresh issue of shares, resulting in dilution of ~0.9% of the expanded capital base as on 31 December 2025. The vesting of options is primarily time-based. In addition, NRC may determine certain performance criteria for vesting. The exercise price under the scheme is unclear as it will be determined by the board, subject to minimum of 50% of the market price as on grant date. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount (>20%) to market price and there is no alignment between the interests of investors and employees. As a good practice, companies must grant stock options at market price, or the options should have a performance-based vesting with clearly defined performance metrics and targets. In the absence of clarity and the flexibility extended to the NRC, we do not support the resolution.
    • Mirae Asset Mutual FundAs per advisory recommendation(paassive holding)
    • Motilal Oswal Mutual FundBroad Range of Discount in Exercise Price. Potential maximum benefit that may be granted to a single employee appears to be excessive
    3 for6 against
  • To approve grant of ESOP to the employees of the subsidiary companies etc. under KRN Employee Stock Option Plan 2026 (“the ESOP Plan”)
    Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund
    • Angel One Mutual FundGovernance Concern: Broad Range of Discount in Exercise Price, The potential maximum benefit that may be granted to a single employee appears to be excessive.
    • Bandhan Mutual Fund, Groww Mutual FundCompliant with law. Interlinked with resolution no. #3
    • Bank of India Mutual FundThrough resolution #4, the company seeks approval to grant options under KRN ESOP Plan to the employees of the subsidiaries and associate companies, in India or outside India. Our view on this resolution is linked to our view on resolution #3. Further, we do not support extending benefits to employees of group companies other than unlisted holding and subsidiary companies. We do not support the resolution.
    • Mirae Asset Mutual FundAs per advisory recommendation(paassive holding)
    • Motilal Oswal Mutual FundInterlinked with resolution no. #3
    3 for6 against
  • Issuance of equity shares to investors by way of a qualified institutions placement for raising of funds
    9 for0 against
1 earlier meeting

Mutual fund votes, meeting of 16 Sep 2025, 5 fund houses

  • 1. To receive, consider and adopt the a. audited standalone financial statements of March 31, 2025 together with the Reports of the Board of Directors and Auditors thereon and b. audited consolidated financial statements of March 31, 2025 together with the Reports of the Board of Directors and Auditors thereon.MoreLess
    Against Bank of India Mutual Fund
    • Bank of India Mutual FundOur decision on this resolution is driven by our reliance on auditors. We raise concerns over the quality of audit conducted since the statutory auditor, Keyur Shah & Co., is a sole proprietorship and may not have the requisite scale to audit a listed company of this size. We do not support the resolution.
    4 for1 against
  • 2. To appoint a director in place of Mr. Santosh Kumar Yadav DIN 07789940 who retires by rotation and being eligible, offers himself for re-appointment.
    Against Motilal Oswal Mutual Fund
    • Motilal Oswal Mutual FundComplaint with law. No concern on the merits and attendance. Governance concern: Dual position of Chairman & MD may lead to Concentration of power in the hands of a single person
    4 for1 against
  • 3. To consider and approve the appointment of Mrs. Meenakshi Sharma DIN 11153602 as an Independent Director of the Company
    Against Bank of India Mutual Fund
    • Bank of India Mutual FundMs. Meenakshi Sharma, 40, has experience in the business operations and Finance. She holds an M.Com. degree in Accounts and MBA in Finance. We believe the company should disclose granular details about her profile and work experience in the meeting notice. In the absence of this information, we are unable to determine her suitability to join the board. We do not support the resolution.
    4 for1 against
  • 4. To ratify the remuneration payable to Ms. RS Chauhan and Associates, Cost Accountants, Cost Auditor of the Company for the Financial Year ending on March 31, 2026.
    5 for0 against
  • 5. To Approve the appointment of M/S SMD and Co., Practicing Company Secretaries as Secretarial Auditors of the Company.
    Against Motilal Oswal Mutual Fund
    • Motilal Oswal Mutual FundCompliant with law. Transparency concern: Remuneration of outgoing auditor not disclosed, thus material change, if any with the proposed audit fee cannot be ascertained.
    4 for1 against

Each fund house counted once, from its own disclosure; the reasons are its own words.

Tax disputes

Reported in the filing for the quarter to Sep 2026.

  • Tax disputeState Goods and Service Tax (GST)-RajasthanSince 31 Oct 2025
    The Company has filed the appeal on 06.08.2026 Against the said order with appeallate authority. The decision is awaited.
    At the filing before: Order has been issued by GST Authority on 13.05.2026 which was received by the Compnay on 19.06.2026 for a period of August 2025 proposing tax demand of Rs. 5.53 crores including interest and penalty in the matter of Input Tax Credit Availed and utilized in contravention of Section 16 of the Act.MoreLess

In the company's own words, from its latest governance filing.

Investor complaints and compliance

Quarter by quarter.

Investor complaints received and resolved, the company's own count

  • Received
  • Resolved

Open at the quarter's end

At most 1 complaint open, quarter to Jun 2025.
The board is made up as the listing rules require
Yes
The board has a regular chairperson
Yes
The company has a risk management committee
Yes
The chair is related to the managing director
Yes
The filing has a part on fines and penalties
No
The filing has a part on tax disputes
Yes
There was a cyber security incident in the quarter
No

The company's own answers in its filing.

How money raised was used

Reported for the quarter to Jun 2026.

RaisedAmount raisedForSet asideSpentSpent elsewhere
Public IssuesOct 2024, checked by CRISIL Ratings Limited341.94Investment in wholly owned subsidiary, KRN HVAC Products Private Limited in the form of equity for setting up a new manufacturing facility at Neemrana, Alwar, Rajasthan235.76235.76No
Public IssuesOct 2024, checked by CRISIL Ratings Limited341.94General Corporate Purposes75.3675.36No
Public IssuesOct 2024, checked by CRISIL Ratings Limited341.94Issue related expenses30.8330.83No
QIPJun 2026, checked by CRISIL Ratings Limited349.99Repayment and/or pre-payment, in full or in part, of certain outstanding borrowings availed by our Company30.0030.00No
QIPJun 2026, checked by CRISIL Ratings Limited349.99Investment in our material subsidiary, KRN HVAC Products Private Limited for funding working capital requirements235.26235.26No
QIPJun 2026, checked by CRISIL Ratings Limited349.99General Corporate purposes76.5476.54No
₹ crore. Checked by is the agency appointed to monitor how the money is used. The reason and the comments are the company's, its audit committee's and its auditors' own words.