KRN Heat Exchanger Board Approves Loan Modifications and Employee Stock Option Plan 2026

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Key Highlights

KRN Heat Exchanger and Refrigeration Limited's board meeting on January 12, 2026, resulted in three major approvals: modification of a ₹100 crore loan agreement with subsidiary KRN HVAC Products Private Limited into a convertible facility, sanction of a new ₹10 crore unsecured loan to Thermotech Research Laboratory Private Limited at 12% interest, and introduction of Employee Stock Option Plan 2026 covering 6 lakh equity shares subject to shareholder approval.

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KRN Heat Exchanger and Refrigeration Limited announced key strategic decisions following its board meeting held on January 12, 2026. The company approved significant loan modifications and introduced an employee stock option plan, demonstrating its commitment to subsidiary growth and employee retention.

Loan Agreement Modifications

The board approved substantial modifications to the existing loan agreement with KRN HVAC Products Private Limited, a wholly-owned subsidiary. The key changes involve converting the unsecured loan into a convertible facility, providing the lender with discretionary conversion rights.

Parameter: Details
Original Agreement Date: April 15, 2023
Modification Date: January 12, 2026
Loan Amount: ₹100.00 crores
Outstanding Amount: ₹99.94 crores
Nature: Unsecured convertible loan
Security: Nil

The modification grants KRN Heat Exchanger the right to convert the outstanding loan amount, along with accrued interest, into fully paid-up equity shares of KRN HVAC at its sole discretion. The conversion will be based on valuation reports obtained by the borrower when conversion requests are made.

New Loan Facility Approved

The board sanctioned a fresh loan agreement with Thermotech Research Laboratory Private Limited, another wholly-owned subsidiary, to support its working capital requirements.

Loan Details: Specifications
Borrower: Thermotech Research Laboratory Private Limited
Loan Amount: ₹10.00 crores
Interest Rate: 12.00% per annum
Tenure: Maximum 12 months (renewable)
Disbursement: Multiple tranches
Security: Unsecured

Employee Stock Option Plan 2026

The board approved the comprehensive KRN Employee Stock Option Plan 2026, subject to shareholder approval at the upcoming general meeting. The plan aims to reward employee performance and attract talented professionals to the organization.

ESOP Parameters: Details
Total Options: 6,00,000 equity shares
Face Value: ₹10.00 per share
Exercise Price: Minimum 50% of closing price on grant date
Vesting Period: 1-5 years from grant date
Exercise Window: 3 years from vesting date

The plan complies with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The Nomination and Remuneration Committee will determine eligible employees and grant options in tranches. The exercise price may be adjusted for corporate actions such as rights issues, bonus issues, or stock splits.

Related Party Transactions

Both loan agreements constitute related party transactions conducted at arm's length basis. KRN HVAC Products Private Limited and Thermotech Research Laboratory Private Limited are wholly-owned subsidiaries, making them part of the promoter group companies. The transactions require appropriate regulatory disclosures under SEBI listing regulations.

The board meeting commenced at 3:35 PM and concluded at 4:00 PM on January 12, 2026, with all resolutions receiving necessary approvals.

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