Kennametal India Ltd

Your Directors are pleased to present the 59^th Annual Report along with Audited Financial Statements for the financial year ended June 30, 2024:

(Rs in million)

*Previous period figures have been regrouped and/or reclassified wherever necessary to confirm with the current period presentation in compliance with Ind AS requirement.

STATE OF COMPANY RsS AFFAIRS Operating results

Sales revenue growth was lower in FY 24 mainly because of drop in exports revenue due to the poor demand from international markets as a result of geo-political tensions and inflation. However, Profit Before Tax and exceptional items for FY24 was Rs1,386 Million, up 17.9% over the previous financial year. The Company Rss profit was up in comparison with the previous financial year for the Hard Metal segment due to better utilization of plant capacity and favourable raw material costs. Machining Solutions segment performance was driven by higher domestic sales, better product mix and overhead absorption. The Company has also earned higher other income on account of interest on income tax refund and higher investment income.

Return on capital and cash flows

Return on Capital Employed (ROCE) was 19% in FY24 as compared to 17% in FY23. Return (PAT) on net worth was 15% in FY24 as compared to 13% in FY23. Net operational cash flow generated during the year marginally decreased from Rs1,158 million in FY23 to Rs1,143 Million in FY24, driven by movements in working capital.

Dividend and reserves

An Interim Dividend of Rs 30/- per Equity Share of Rs 10/- (Rupees Ten only) each (300% on the Paid-up Share Capital of the Company) was declared by the Board for the financial year ended June 30, 2024 and May 23, 2024

was fixed as Record Date for the said purpose. The said Interim Dividend was paid on June 3, 2024. The same shall be considered as the Final Dividend for the financial year ended June 30, 2024.

The Company has not transferred any amounts to general reserves for the financial year ended June 30, 2024.

Dividend distribution policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred as RsSEBI (LODR) Regulations, 2015 Rs], the Board of Directors of the Company had formulated a Dividend Distribution Policy. All the policies of the Company including Dividend Distribution Policy is available on the website of the Company at:

https://www.kennametal.com/in/en/about-us/kil-financials/policies.html CHANGES IN SHARE CAPITAL

There were no changes in the Share Capital of the Company during the financial year.

STATEMENT OF DEVIATION(S) OR VARIATION(S) IN SHARE CAPITAL

During the year under review, there was no instance to report Statement of Deviation(s) or Variation(s) in share capital as per Regulation 32 of the SEBI (LODR) Regulations, 2015.

CAPITAL STRUCTURE OF THE COMPANY

The Authorized Share Capital of the Company is Rs239,782,400/- (Rupees Two Hundred & Thirty Nine Million, Seven Hundred & Eighty Two Thousand, Four Hundred Only) divided into 23,978,240 (Twenty Three Million, Nine Hundred & Seventy Eight Thousand, Two Hundred & Forty only) Equity Shares of Rs10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company as on date is Rs219,782,400/- (Rupees Two Hundred & Nineteen Million, Seven Hundred & Eighty Two Thousand, Four Hundred Only) divided into 21,978,240 (Twenty One Million, Nine Hundred & Seventy Eight Thousand, Two Hundred & Forty only) Equity Shares of Rs10/- each.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

During the financial year under review, the Company has not issued Equity shares with Differential Voting Rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

During the financial year under review, the Company has not issued Shares under Employee Stock Options.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

During the financial year under review, the Company has not issued Sweat Equity Shares.

MATERIAL CHANGES AND COMMITMENTS

There has been no material changes and commitments, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis ( RsMD&A Rs) Report is annexed to this report as "Annexure I" as required under Regulation 34 of SEBI (LODR) Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Kelly Golden Lynch (DIN: 10270042), is due to retire by rotation at the forthcoming Annual General Meeting ( RsAGM Rs) and, being eligible, offers herself for reappointment. The Board recommends her re-appointment at the forthcoming AGM.

A brief profile of Ms. Kelly Golden Lynch as required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 is furnished along with the Notice convening 59^th AGM.

Annual Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of Independence as mentioned under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Independent Directors possess the requisite integrity, expertise and

experience (including proficiency) necessary for acting as Independent Directors of the Company.

On October 22, 2019, the Ministry of Corporate Affairs ( RsMCA Rs) had released the Companies (Accounts) Amendment Rules, 2019, the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019. These rules have come into force on December 1, 2019, and your Company has complied with these requirements.

Directors Rs appointment and remuneration

The policy on Directors Rs appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of Director and remuneration for Key Managerial Personnel and other employees Rs forms part of Corporate Governance Report of this Annual Report. The web-link for the said policy is:

https://www.kennametal.com/in/en/about-us/kil-financials/policies.html Directors Rs interest

No Director was materially interested in any contracts or arrangements existing during or at the end of the year in relation to the business of the Company.

No Director holds any shares in the Company as on June 30, 2024, except Mr. Bidadi Anjani Kumar, Chairman & Non-Executive Independent Director, who holds 10 Equity Shares of Rs10/- each in the Company.

Appointment / cessation / resignation of Directors

As detailed in the Corporate Governance report, it is worthwhile here to reiterate some of the changes to the constitution of the Board.

Ms. Kelly Marie Boyer (DIN: 09540001), who acted as Director of the Company effective from May 11,2022 resigned from the Office of Director of the Company effective closing of business hours of September 30, 2023. The Board of Directors places its sincere appreciation for the commendable contribution to the Board by Ms. Kelly Marie Boyer during her tenure as the Director of the Company.

Inductions to the Board:

¦ Ms. Kelly Golden Lynch was inducted, as an Additional Director on the Board of the Company effective August 11, 2023. Ms. Kelly Golden Lynch Rss appointment was approved by the Shareholders at the 58^th Annual General Meeting held on November 10, 2023.

¦ Mr. Keith Alan Mudge was inducted as an Additional Director on the Board of the Company, effective February 9, 2024. Mr. Amit Laroya was inducted as an Additional Independent Director on the Board of the Company, effective March 11, 2024. Mr. Keith Alan Mudge Rss and Mr. Amit Laroya Rss appointments were approved by the shareholders through Postal Ballot on April 17, 2024.

¦ Mr. Narumanchi Venkata Sivakumar was inducted as an Additional Independent Director on the Board of the Company effective May 9, 2024. Mr. Narumanchi Venkata Sivakumar Rss appointment was approved by the shareholders through Postal Ballot on June 19, 2024.

¦ Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends the re-appointment of Ms. Bhavna Bindra (DIN: 07314422) to the shareholders for their approval in the upcoming 59^th Annual General meeting, who was appointed as an Independent Director of the Company at the 55^th Annual General Meeting of the Company held on November 11, 2020 and who holds office of Independent Director up to January 2, 2025, to hold office for a second term of 5 (five) consecutive years commencing from January 3, 2025 to January 2, 2030 (both days inclusive).

Appointment of new Chairperson

Pursuant to section 149 of the Companies Act, 2013 read with applicable Rules, Mr. Bidadi Anjani Kumar, Chairman of the Board and Audit Committee, shall retire from the Board as an Independent Director effective closing of business hours of November 3, 2024, upon completion of his two tenures of 5 years each. Accordingly, he will also be stepping down from the position of Chairman of the Board and Audit Committee of the Company.

In view of the above, the Board at its meeting held on August 9, 2024, has appointed Mr. Amit Laroya, Independent Director, as the Chairman of the Board effective November 4, 2024 and Mr. N V Sivakumar, Independent Director, as the Chairman of the Audit Committee, effective November 4, 2024.

There were no other changes to the Composition to the Board of Directors of the Company during the financial year ended June 30, 2024.

Key Managerial Personnel:

During the year under review, Mr. Naveen Chandra Prakash resigned from the position of General Manager - Legal & Company Secretary effective closing of January 15, 2024.

Ms. Anupriya Garg was inducted as a Legal Counsel (Region) & Company Secretary of the Company effective July 4, 2024.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years from the date of transfer to unpaid dividend account. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividends to the IEPF. Further, shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF rules, however in one case the shares could not be transferred to IEPF by the depositories, despite the Company Rss best endeavour, due to shareholder Rss demat account was suspended. Details on the shares transferred to IEPFs are available on our website at https://www.kennametal.com/in/en/about- us/kil-financials/investor-corner.html

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and external consultant(s) including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee and Risk Management Committee, the Board is of the opinion that the Company Rss internal financial controls were adequate and effective during FY24.

Accordingly, pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, report that:

¦ The applicable accounting standards have been followed in the preparation of the financial statements, along with proper explanations relating to material departures, if any;

¦ 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 of June 30, 2024 and profit of the Company for the year ended on that date;

¦ proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

¦ prepared the annual accounts on a going concern basis;

¦ laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

¦ devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

During the financial year, your Company has not invited / accepted any Public Deposits pursuant to the provisions of Chapter V of the Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary as on year ended June 30, 2024. Hence, the requirement of enclosing financial statement of subsidiary in Form AOC-1 to the Board Rss Report and preparation of consolidated financial statements does not arise for the year ended June 30, 2024.

As at June 30, 2024 there are no subsidiaries and/or joint venture/s and/ or associate/s of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statement is not applicable for the financial year ended June 30, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans, made investments and provided any guarantees during the Financial Year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended on June 30, 2024.

FINANCIAL YEAR

Your Company follows Financial Year from July 1 to June 30.

EVALUATION OF THE BOARD RsS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its performance and that of its Committees and Directors, including the Chairman of the Board. During the financial year, the evaluation exercise was carried out through a structured evaluation process covering various aspects of the functioning of the Board and Committees such as their composition, experience & competencies, performance of specific duties & obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of each Director including the Board Rss Chairman who were evaluated on parameters such as contribution at the meetings, independent judgment, attendance and other relevant aspects. The Board was satisfied with the evaluation results, which reflected the overall engagement of the Board, Committees and the Directors of the Company.

Your Company has laid out the criteria for evaluating the independence of Independent Directors and had in place a robust evaluation of performance of Directors, even before the promulgation of SEBI (LODR) (Amendment) Regulations, 2018.

FAMILIARIZATION PROGRAMME

The Company has a structured familiarization program for Independent Directors of the Company which is also extended to other Non-Executive Directors to ensure that Directors are familiarized with the operations of the Company; the markets where the Company operates; the product lines; strategy of the Company and its implementation status; Enterprise Risk Management and status of mitigation plans; Governance structure; Board protocols including the manner of conducting Board meetings; the roles, responsibilities and duties expected of a Director in India as per the extant Companies Act, 2013 and SEBI (LODR) Regulations, 2015 amongst others.

The Board of Directors have complete access to the information within the Company. Presentations are regularly made to the Board of Directors and to the members of the Committees of the Board on various matters, where Directors get an opportunity to interact with Senior Management and understand status of strategy implementation, business model, operations, markets, organization structure, product offerings, finance, risk management framework, quarterly and annual results, human resources, technology, quality and such other areas as may arise from time to time.

A document on the familiarization programme is available on our website at https://www.kennametal.com/in/en/about-us/kil-financials/corporate- governance.html

The Company also issues appointment letters to the Independent Directors which, inter-alia, incorporate their roles, duties and responsibilities. The format of the said letter of appointment is available on our website at https://www.kennametal.com/in/en/about-us/kil- financials/policies.html

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V(C) of SEBI (LODR) Regulations, 2015, a report on Corporate Governance along with a certificate from Mr. Vijayakrishna K T, Practising Company Secretary regarding compliance of conditions of Corporate Governance is annexed as "Annexure ll A" and "Annexure ll B" respectively and a Certificate as required under Schedule V Part C(10) (i) of SEBI (LODR) Regulations, 2015 from Mr. Vijayakrishna KT, Practising Company Secretary is annexed as "Annexure lII" which forms part of this report. Further, in compliance with the SEBI (LODR) Regulations, 2015, your Board has adhered to the Corporate Governance requirements / Code.

As required by SEBI (LODR) (Amendment) Regulations, 2018, RsAnnual Secretarial Compliance Report Rs issued by Mr. Vijayakrishna KT, Practising Company Secretary for the financial year ended June 30, 2024, is annexed as "Annexure IV" which forms part of this report.

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director and Company Secretary affirming compliance with the Company Rss Code of Conduct by your Directors and Senior Management of your Company, for the financial year under review, as required under SEBI (LODR) Regulations, 2015 is annexed as "Annexure V" and forms part of this report.

The Kennametal Code of Business Ethics & Conduct is a major component of the Kennametal Value Business System ( RsKVBS Rs). The Code addresses the importance of fair dealing and compliance in all aspects of your Company Rss business and focuses on the concept of doing the right thing every day.

Further details on the Code of Conduct and enforcement of the code are elucidated in the Corporate Governance report. Your Company insists on its employees to embrace the Code of Business Ethics & Conduct to ensure maintenance of strong ethical culture. The Code of Conduct is available on the website of the Company at:

https://www.kennametal.com/in/en/about-us/kil-financials/policies.html CEO/MD AND CFO CERTIFICATE

A Certificate from the Managing Director and the Chief Financial Officer dated August 1,2024, on the Financial Statements of the Company for the financial year ended June 30, 2024 is annexed as "Annexure- VI" and forms part of this report.

WHISTLE-BLOWER POLICY / VIGIL MECHANISM

Even before the promulgation of section 177 of the Companies Act, 2013, your Company had a Whistle Blower Policy / mechanism. Pursuant to section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors have approved and adopted robust Vigil Mechanism / Whistle Blower Policy. The Whistle Blower Policy provides the following avenues for stakeholders including employees to raise complaints freely:

¦ Audit Committee of Kennametal India Limited;

¦ Company Secretary - Kennametal India Limited;

¦ Ethics Alert Line (toll-free and anonymous): 000-117+1-877-7817319

¦ K-Corp Ethics Mailbox: k-corp.ethics@kennametal.com; and

¦ Office of Ethics and Compliance Fax: +1 724-539-3839 Telephone: +1 724-539-4031, Mailing Address: Office of Ethics and Compliance, 1600 Technology Way, Latrobe, Pennsylvania (USA) 15650.

The Complainants duly receive feedback on action taken and this ensures that stakeholders including employees are protected against victimization for any "Whistle Blower" intimation made by them in good faith.

Your Company affirms that no personnel have been denied access to the Audit Committee. Whistle Blower Policy for vigil mechanism is available on website of the Company at https://www.kennametal.com/in/en/about- us/kil-financials/policies.html

The Kennametal Ethics Helpline

Anyone can make a complaint about the violation of the Code of Conduct of the Company. Reports made to the helpline can be done via the phone or the web on a confidential and anonymous basis, where allowed by local law. The helpline is administered by an independent third-party and is available 24 hours a day, 7 days a week.

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

A report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as "Annexure VII" to this report.

STATUTORY AUDITORS & THEIR REPORT

Messrs Price Waterhouse & Co. Chartered Accountants LLP, Chartered Accountants (FRN: 304026E / E-300009) were appointed as Statutory Auditors of the Company at the 57^th AGM held on November 11,2022, for a period of 5 (Five) years to hold the office until the conclusion of 62^nd AGM.

The Independent Auditors Rs Reports to the Members on the Financial Statements of the Company for the financial year ended June 30, 2024 does not contain any qualification, reservation or adverse remarks. The notes on financial statements referred to in the Independent Auditors Rs Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUDS

There was no instance of fraud during the financial year under review, which required the Statutory Auditors to report to the Audit Committee and / or the Board, as required under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

SECRETARIAL AUDITOR

Mr. Vijayakrishna K.T, Practising Company Secretary (FCS: 1788 & COP: 980) carried out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2023-24 and submitted his report, which is annexed to this report as "Annexure VIII".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company in respect of the products covered under the said rules are required to be audited by a Cost Accountant. Accordingly, the Board of Directors of the Company upon recommendation of the Audit Committee has re-appointed Messrs K. S. Kamalakara & Co., Cost Accountants (Firm Registration No: 0000296), as the Cost Auditors of the Company for the financial year 2024-25. As required under Section 148 of

the Companies Act, 2013, the Shareholders Rs approval for the remuneration payable to Messrs K. S. Kamalakara & Co., Cost Auditors is being sought at the ensuing 59^th AGM.

The Cost Audit Report for FY24 does not contain any qualification, reservation or adverse remarks.

INTERNAL FINANCIAL CONTROL

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is annexed to this Report as Annexure - I.

INTERNAL AUDITORS OF THE COMPANY

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company upon recommendation of the Audit Committee had appointed Messrs Ernst & Young LLP ( RsEY Rs), as the Internal Auditors of the Company for the financial year 2023-24.

EY India regularly conducts internal audits of various parts of the Company Rss operations, as per the Annual Audit Plan which is agreed every year with the Audit Committee of the Board.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015, the Related Party Transactions ( RsRPTs Rs) that were entered into during the financial year 202324 were at arm Rss length basis and were in the ordinary course of business. Further, there were no material related party transactions during the financial year under review with the Directors or Key Managerial Personnel of the Company. All related party transactions were placed before the Audit Committee and the Board for approval as applicable under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015.

The Policy on RPTs as approved by the Board is uploaded on the Company Rss website at https://www.kennametal.com/in/en/about-us/kil- financials/policies.html The Particulars of RPTs in Form AOC - 2 is annexed to the Report as "Annexure IX".

PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013

Pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the ratio of the remuneration of each Director to the median employee Rss remuneration for the financial year 2023-24 and such other details as prescribed are set out in the "Annexure X" to this report.

A statement showing details of employees of the Company employed throughout the financial year and employees employed for part of the year who were in receipt of remuneration of Rs 10.2/- million or more per annum or Rs 0.85/- million or more per month respectively is annexed herewith as "Annexure XI" to this report.

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

Your Company has an Internal Committee ( RsIC Rs) as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no complaints lodged to the IC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

REVISION OF FINANCIAL STATEMENTS

There was no revision of Financial Statements of the Company in the preceding three financial years.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

During the FY 2023-24, there were no Insolvency Proceedings initiated against the Company and hence there were no instances of one-time settlement during the Financial Year.

CREDIT RATING OF SECURITIES

During the year under review, India Ratings & Research (the "Credit Rating Agency"), vide their report dated October 17, 2023, have assigned your Company, a Long-Term Issuer Rating of "IND AA-" and the outlook is Stable.

REMUNERATION RECEIVED BY MANAGING DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

During the year under review, no Commission or Remuneration was paid to the Managing Director from the Holding / Subsidiary Company of your Company.

However, the Managing Director has received stock options worth Rs 10.68 Million granted by the ultimate Holding Company i.e., Kennametal Inc., which was vested during the year and the same was cross-charged to Kennametal India Limited.

INSURANCE

Your Company has sufficient insurance coverage not only on all its assets but also for most of the anticipated risks. All insurance policies are reviewed and renewed from time to time.

RESEARCH, DEVELOPMENT AND ENGINEERING (RD&E)

The Research, Development and Engineering ( RsRD&E Rs), works on new Product and Process Developments with specific focus on materials, coatings and machining technology. The RD&E, Bangalore works on the market requirements in terms of new products, custom solutions, cost saving projects, process developments, product benchmarking and basic research. It is also recognized by the Ministry of Science & Technology - Department of Scientific and Industrial Research - Government of India.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

Kennametal operates worldwide in a responsible manner which respects the environment and the health and safety of our people, customers, suppliers, and communities. Kennametal is firmly committed to meeting and exceeding all applicable EHS legal requirements, and we are

dedicated to continually improving our EHS performance. We always prioritize this commitment above short-term profit or production, to build long-term success for ourselves, our colleagues, and our customers. Kennametal demonstrates our Environmental, Health, and Safety (EHS) Commitment (We work safely, protect health and safeguard the environment) for actively fostering our EHS Responsibility, Learning, Resilience, Engagement and Trust.

A brief on some of the initiatives undertaken by the Company during the financial year under review are mentioned in Business Responsibility and Sustainability Report.

GREEN INITIATIVES

In addition to the above and as part of its efforts to reduce consumption of paper and thereby protect the environment, your Company has ensured that electronic copies of the Annual Report and the notice of the 59^th AGM are being sent to all such Members whose e-mail addresses are registered with the Company / its Registrar and Transfer Agent.

To the other Members, physical copies of the Annual Report and Notice of the 59^th AGM are being sent through permitted modes of dispatch. However, Members who have received the said documents in electronic mode but desire to seek physical copies of the same, can send their request to the Company Secretary of the Company at: in.investorrelation@kennametal.com

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Corporate Social Responsibility Policy of the Company and initiatives undertaken by the Company on CSR activities during the financial year ended June 30, 2024, along with the Annual Report on CSR activities for FY24 are set out in "Annexure XII" to this report. The CSR Policy is available on Company Rss website at https://www.kennametal.com/in/en/about-us/kil-financials/policies.html

Your Company had spent Rs24.66 million on the CSR for the year 2023-24 as against the total budget of Rs24.65 million, thereby spending an excess of Rs6,838/-

PERSONNEL / INDUSTRIAL RELATIONS

During the financial year under review, your Company maintained cordial industrial relations at all levels. Your Directors record their appreciation for the contribution made by the employees.

RISK MANAGEMENT

Enterprise Risk Management (ERM) at the Company is driven by the Risk Management Committee and Board of Directors through their routine oversight responsibilities. The Management team plays a primary role in identification, monitoring and minimizing risks as also to identify business opportunities and threats. As a process, any risk associated with the business is identified and prioritized based on severity, occurrence and effectiveness of detection. The Risks are being reviewed by the Management team periodically and reported to the Risk Management Committee at regular intervals for their review. The Department Leaders have the responsibility to monitor and implement the ERM framework approved by the Risk Management Committee.

The Company has formulated a Risk Management Policy and Risk Committee Charter and a mechanism to inform the Risk Management Committee of the Board about the risk assessment activity performed

from time to time. The detailed Risk Management mechanism is provided in the Management Discussion and Analysis (MD&A) Report.

The Risk Management Committee is constituted with the Board of Directors of the Company as its members. The Chairperson of the Committee is Ms. Bhavna Bindra. As an established practice, the Board of Directors are being updated on risks identification and steps taken to mitigate the same. Risk Management Policy and Charter are uploaded on the Company Rss website at https://www.kennametal.com/in/en/about- us/kil-financials/policies.html

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with applicable rules, a copy of the Annual Return for the FY 2023-24 is uploaded on the website of the Company and the same is available at https://www.kennametal.com/in/en/about-us/kil-financials/corporate- governance.html

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulation, your Company is required to include Business Responsibility & Sustainability Report (BRSR) in the Annual Report describing the initiatives taken by the Company from Environmental, Social and Governance perspective. The BRSR is enclosed as "Annexure XIII" to the Board Rss Report.

POLICIES / CODES

The Company has adopted various policies / codes which are reviewed by the Board and its Committees at regular intervals and are amended as and when required. These Policies / Codes are available on the website of the Company at https://www.kennametal.com/in/en/about-us/kil- financials/policies.html

NUMBER OF BOARD MEETINGS

The Board of Directors met Seven (7) times during the financial year 202324. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

The Agenda of the Meeting is circulated to the Directors in advance. The Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal and approval.

COMMITTEES OF THE BOARD OF DIRECTORS

Details of memberships and attendance of various Committee Meetings of the Company including a separate Meeting of the Independent Directors are given in the Corporate Governance Report.

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board Meetings and General Meetings.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the untiring efforts and unflinching commitment of the employees of your Company and the valued customers and distribution partners whose support and encouragement has been a matter of great strength and confidence for your Company. Your Directors also place on record their sincere appreciation for the continued support and cooperation of all its vendors/suppliers, the Company Rss bankers, the regulatory authorities and the investor community in FY24.

For and on behalf of the Board of Directors of Kennametal India Limited