K E C International Ltd

To the Members of KEC International Limited

The Directors are pleased to present the Nineteenth Annual Report (Integrated) of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2024.

1. FINANCIAL RESULTS

(RS. in Crore)

2. PERFORMANCE

The Company has delivered a healthy performance for the year by achieving all-time high revenues, improvement in profitability and securing key order wins across various businesses. Additionally, the Company has successfully executed various strategic initiatives and developed niche capabilities across businesses positioning the Company for sustained growth.

On a consolidated basis, the Company has clocked a revenue growth of 15% achieving highest ever revenues of RS. 19,914 Crore for the full year. The growth was led by healthy execution in Power Transmission & Distribution (T&D), both in India & International and Civil businesses. In terms of EBITDA, the Company's EBITDA grew 46% over the previous year and EBITDA margins expanded by 130 bps to 6.1% as against 4.8% last year. The PBT has increased 2.6 times and PAT has nearly doubled to RS. 347 Crore against

RS. 176 Crore in FY23. The revenues and margins could have been higher, but for the supply chain bottlenecks faced by the Company in some of the businesses during the year.

On the order intake front, the Company secured orders of RS.18,102 Crore during the year. The largest contributors have been the India T&D business, followed by International T&D and Civil businesses. Notably, ~21% of these orders are for supply of products such as towers, cables, hardware and poles.

The Company has a well-diversified and strong order book of close to RS. 30,000 Crore as on March 31, 2024. Additionally, the Company has a large L1 position of over

RS. 7,000 Crore, primarily in T&D business. With this, the order book + L1 position stands at over RS. 37,000 Crore, which gives a revenue visibility over the next 6 to 8 quarters.

Power Transmission & Distribution (T&D) – The T&D business has delivered a strong performance by achieving a milestone revenue of RS. 10,456 Crore for the year, a growth of 21% over the previous year. The growth has been delivered on the back of robust execution across both domestic and international markets. The business has significantly expanded its order book with strong order inflows of around RS. 11,000 Crore, primarily in India, Middle East and Americas.

In India T&D, the business witnessed good traction, as it secured orders of over RS. 5,900 Crore, a growth of close to 40% over the previous year. The business has significantly bolstered its order book with multiple orders for transmission lines and substations from Power Grid Corporation of India Limited (‘PGCIL'), state utilities, private developers and power producers. In India, the power sector is poised for promising growth, with transmission infrastructure planned for major renewable energy potential zones such as Rajasthan, Gujarat, Andhra Pradesh and Tamil Nadu to support the target of achieving 500 GW of non-fossil fuel power by 2030. The Company has already secured some of these orders during the year. The consistent flow of orders and focus of the Government on renewables and the related T&D infra build, reaffirm the Company's confidence in the sustained strong growth of the India T&D business.

In International T&D, the Company continues to expand its presence with multiple order wins across markets. The business has secured significant orders in Middle East, especially in Saudi Arabia and UAE through its UAE subsidiary, KEC EPC LLC. The Company is progressing well on its debottlenecking program to increase the tower manufacturing capacity at its Dubai facility by 20%. This strategic enhancement will enable the Company to meet the growing demands in the region and further solidify its leadership position in the Middle East transmission market.

The Company continues to witness good traction in merchant tower supply orders. During the year, the Company has secured significant orders of over RS. 2,000 Crore across key markets such as Middle East, North & South America, Europe and Australia. These orders include largest tower supply order from the United States of America and maiden tower supply order from Europe. The uptick in tower supply orders, particularly from North America, reflects the rising demand for the Company's products in the region.

SAE has delivered a turnaround with revenues of RS. 1,447 Crore, growth of 9% and positive PBT. In Brazil, the Company witnessed the largest ever auction in T&D exceeding USD 3 bn in March 2024. The Company is in active discussions with developers who have secured projects in the auction and is well positioned for securing orders for supply of towers and hardware. During the year, the business also achieved a breakthrough in the US market with the successful supply of hardware products, thus opening up new avenues for expansion and growth. The business has a steady inflow of orders and has a robust order book & L1 position of around RS. 3,000 Crore, comprising of orders for supply of towers, hardware & poles and engineering & testing of towers from Americas.

The overall tender pipeline in T&D continues to remain strong in both domestic and international markets, given the push for renewables and requirements for large transmission lines, substations and underground cabling. With a record order book & L1 in T&D of over RS. 21,000 Crore the Company is confident of delivering significant growth in this business.

Civil – The business has delivered a good performance registering a revenue of RS. 4,370 Crore for the year with a growth of 32% over the previous year. The growth has been delivered on the back of strong execution across all segments.

During the year, the business has secured multiple orders spanning diverse sectors, including FMCG, metals & mining, cement, residential & commercial buildings and data centre segments with total order inflow of over RS. 4,200 Crore. The business has also expanded its customer base with the addition of multiple prestigious clients. The business outlook remains healthy across segments. With a robust and diversified order book & L1 of over RS. 10,000 Crore, the Company is confident that Civil will continue to be a major growth driver.

Railways – The Railway business achieved a revenue of

RS. 3,115 Crore for the year, degrowing by 17% which also impacted margins and working capital of the business. The Company has been very selective in the order intake of Railway business considering the increased competition, customer and margin profile/working capital. As a result, the order intake for the business was subdued at

~ RS. 1,100 Crore. In a significant development, the Company commenced execution of a large international order secured during the year.

Over the last couple of years, there has been significant infrastructure spending of the Government towards increasing freight carrying capacity, rolling stocks and Vande Bharat trains. The Company anticipates an increase in allocation towards conventional infrastructure development within the railways, encompassing the construction and upgradation of tracks, overhead electrification and advancements in Signaling & Telecommunication (S&T) to facilitate the seamless operation of high-speed trains like Vande Bharat. The Company's focus will be on fast-tracking project closures, optimizing working capital and pursuing select opportunities in India as well as in the overseas market.

Oil & Gas Pipelines - The business has delivered revenues of RS. 626 Crore, a good growth of 30% over the previous year. In a noteworthy achievement, the business has forayed into the international market by bagging its maiden order in Africa. The business has also strengthened its order book by securing its second order for composite station works. The business continues to focus on enhancing pre-qualifications to expand the size of addressable market.

Renewables – The Company is currently executing a 600 MWp solar project in Karnataka. Additionally, it has also secured an order for setting up solar projects from a leading auto-ancillary company in India. The Company continues to bid selectively for opportunities in this segment.

Cables – The business continued to deliver good performance with the highest ever revenues, order intake and profitability during the year. The business achieved revenues of RS. 1,645 Crore with substantial improvement in profitability. The Company's expansion plan of setting up the fully integrated manufacturing line for Aluminium conductors is progressing well. The business has already secured orders for supply of power transmission conductors (ACSR and AL-59) from various clients. This strategic move will contribute significantly to the revenues and margins of the cable business. Additionally, it will also enable timely execution of T&D projects. The Company is confident that this business will continue to grow in terms of Revenue and Profitability.

3. DIVIDEND

The Board of Directors has recommended a dividend of

RS. 4/- per equity share (200 percent of the nominal value of

RS. 2/- per equity share) for the financial year ended March 31, 2024. The said dividend, if approved by the Members at the ensuing Annual General Meeting, would entail a cash outflow of about RS. 102.84 Crore.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations"), the Company has formulated a Dividend Distribution Policy which details various considerations based on which the Board may recommend or declare Dividend. The Policy is available on the website of the Company at https://www.kecrpg.com/policies.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

5. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2024, was RS. 51.42 Crore. There was no change in the share capital during the year under review.

6. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder during the year under review. As on March 31, 2024, there were no deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company funds its subsidiaries, from time to time, in the ordinary course of business and as per the funding requirements, through equity, loan and/or guarantee(s) to meet working capital requirements.

The loans given, investments made and guarantees given and securities provided during the year under review, are in compliance with the provisions of the Section 186 of the Act and Rules made thereunder and details thereof are given in the notes to the Standalone Financial Statements.

8. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and relevant SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

9. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has seventeen subsidiaries as on March 31, 2024, comprising seven direct subsidiaries and ten step-down subsidiaries. The Company has one associate company under Section 8 of the Act for the welfare of employees.

During the year under review, KEC Global Mauritius, domiciled in the Republic of Mauritius was liquidated effective from September 24, 2023.

Pursuant to the provisions of sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the Financial Statements of each of the subsidiaries and associate company are set out in the prescribed Form AOC-1 and the same forms part of the Financial Statements section of the Annual Report.

The performance highlights of operating subsidiaries and their contribution to the overall performance of the Company during the financial year ended March 31, 2024 are as under:

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of these subsidiaries are uploaded on the website of the Company i.e. www.kecrpg.com under ‘Investors' tab. Further, in terms of the SEBI Listing Regulations, the Company has formulated a policy for determining its material subsidiaries and the same is available on the website of the Company at https://www.kecrpg.com/policies.

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that:

1. in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. we have selected such accounting policies and applied 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 at March 31, 2024 and of the profit of the Company for the year ended on March 31, 2024;

3. we have taken proper and sufficient care 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;

4. we have prepared the annual accounts for the financial year ended on March 31, 2024 on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis, Business Responsibility and Sustainability Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of the SEBI Listing Regulations are set out and form part of this Annual Report.

Details of changes in the Board composition during the year under review and until the date of this Report, are as under:

Mr. Ramesh Chandak ceased to be an Independent Director of the Company with effect from May 07, 2024, due to the completion of his tenure.

Mr. G. L. Mirchandani and Mr. A.T. Vaswani resigned as Independent Directors of the Company with effect from July 15, 2023 and April 11, 2024, end of day, respectively, on account of their advancing age and related health issues. They have confirmed that there was no material reason other than that mentioned above.

The Board has placed on record its appreciation for the valuable contributions made by Mr. Chandak, Mr. Mirchandani and Mr. Vaswani during their association with the Company.

Appointment i. With a view to diversify/broaden the present Board composition, the Board, on recommendation of the Nomination & Remuneration Committee, had appointed Ms. Neera Saggi as an Additional Director (Non- Executive, Independent) w.e.f. March 27, 2024 and Mr. Vimal Bhandari and Dr. Shirish Sankhe as Additional Directors (Non- Executive, Independent) w.e.f. May 07, 2024, and recommended their appointment as Independent Directors to the Members of the Company.

Ms. Saggi, Mr. Bhandari and Dr. Sankhe have been appointed as Independent Directors of the Company for a period of five years with effect from the abovementioned dates pursuant to the approval of Members of the Company through postal ballot on June 14, 2024.

ii. The Board, on recommendation of the Nomination

& Remuneration Committee, has appointed Mr. Arvind Singh as Additional Director (Non- Executive, Independent) w.e.f. June 01, 2024 and recommended his appointment as Independent Director to the Members of the Company.

Re-appointment i. Mr. Vimal Kejriwal was re-appointed as Managing Director and CEO of the Company with effect from April 01, 2024 for a further period of one year by the Members on August 08, 2023.

The Board, on recommendation of Nomination & Remuneration Committee, at its meeting held on July 26, 2024, has approved the re-appointment of

Mr. Vimal Kejriwal as Managing Director & CEO for a further period of one year w.e.f. April 01, 2025, based on his performance evaluation and recommended the same to the Members of the Company for their approval.

ii. The Board, on recommendation of Nomination

& Remuneration Committee, approved the re-appointment of Mr. Vikram Gandhi and Mr. M. S. Unnikrishnan as Independent Directors of the Company for a second term of five years w.e.f. August 06, 2024 and November 07, 2024, respectively, based on their performance evaluation, and recommended the same to the Members of the Company. The said appointments were approved by the Members through postal ballot on June 14, 2024.

In terms of the provisions of the Act and the SEBI Listing Regulations, the Nomination & Remuneration Committee, after reviewing and evaluating the composition of the Board, including the skills, knowledge and experience of the Directors had recommended the aforesaid appointments/ re-appointments to the Board.

Additionally, pursuant to the provisions of sub-section (6) of Section 152 of the Act and Articles of Association of the Company, Mr. Harsh. V. Goenka, Chairman, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The agenda items with respect to the appointment/re-appointment of Mr. Harsh. V. Goenka, Mr. Vimal Kejriwal and Mr. Arvind Singh, along with their brief resume, expertise and other details as required in terms of sub-regulation (3) of Regulation 36 of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, forms part of the Notice convening the ensuing Annual General Meeting.

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2024:

1. Mr. Vimal Kejriwal, Managing Director & CEO;

2. Mr. Rajeev Aggarwal, Chief Financial Officer; and

3. Mr. Amit Kumar Gupta, Company Secretary.

Mr. Amit Kumar Gupta resigned as the Company Secretary and Compliance Officer of the Company w.e.f. May 09, 2024. Mr. Suraj Eksambekar was designated as Compliance Officer of the Company in terms of the SEBI Listing Regulations with effect from May 10, 2024 and was appointed as the Company Secretary w.e.f. July 26, 2024.

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations, as amended from time to time. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity. The Independent Directors of the Company are compliant with the provisions of Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed based on the criteria for evaluation laid down by the Nomination and Remuneration Committee. In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process.

A meeting of Independent Directors was held on March 18, 2024 chaired by Mr. A. T. Vaswani, then Lead Independent Director, to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared by Lead Independent Director with the Board of the Company.

The action areas identified out of evaluation process have been discussed and are being implemented.

The details of the induction and familiarisation programme are explained in the Report on Corporate Governance forming part of this Annual Report and are also available on the Company's website i.e. www.kecrpg.com under ‘Investors' tab.

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub-section (3) of Section 178 of the Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed to this Report as Annexure ‘A' and is also available on the Company's website i.e. www.kecrpg.com under ‘Investors' tab.

During the year under review, the Board of Directors met four times. The details are given in the Corporate Governance Report which forms a part of this Annual Report.

During the year under review, the Audit Committee met eight times. The details of the meetings, composition and terms of the reference of the Committee are given in the Corporate Governance Report which forms a part of this Annual Report.

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016) ("PwC"), were appointed as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the Seventeenth Annual General Meeting until the conclusion of the Twenty Second Annual General Meeting.

The Statutory Auditors' Report for FY 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Auditors under sub-section (12) of Section 143 of the Act.

In terms of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to maintain cost records in respect of its steel and cables manufacturing facilities in India and have the cost records audited by a qualified Cost Accountant.

The Board of Directors of the Company at its meeting held on May 07, 2024, on the recommendation of the Audit Committee, approved the appointment of M/s. Kirit Mehta and Co., Cost Accountants (Firm Registration No.: 000353) as the Cost Auditors for the FY 2024-25 and has recommended their remuneration to the Members for rati_cation at the ensuing Annual General Meeting.

The Cost Auditors' Report for FY 2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act. The said Cost Audit Report was filed with the Ministry of Corporate Affairs on August 28, 2023.

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2023-24. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure ‘B'. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks and no frauds were reported by the Secretarial Auditors to the Company under sub-section (12) of Section 143 of the Act.

The Sustainability and Corporate Social Responsibility ("SCSR") Committee of the Board of Directors_inter alia_gives strategic direction to the Corporate Social Responsibility (CSR) initiatives, formulates and reviews annual CSR plans and programmes, formulates annual budget for the CSR programmes, monitors the progress on various CSR activities and Sustainability. The sustainability areas inter alia include a review of the performance on sustainability goals, targets and strategy, review and recommend to the Board a Sustainability Report. Details of the composition of the SCSR Committee have been disclosed separately as part of the Corporate Governance Report forming part of this Annual Report.

The CSR Policy of the Company adopted in accordance with Schedule VII of the Act, outlines various CSR activities to be undertaken by the Company in the areas of promoting education,enhancingvocationalskills,promotinghealthcare including preventive healthcare, community development, heritage conservation and revival, etc. The CSR policy of the Company is available on the Company's website i.e. www.kecrpg.com under ‘Investors' tab.

The Company, in line with sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, carried out impact assessment through an independent agency in the FY2023-24 for the applicable projects. The impact assessment report is available on your Company's website at https://www.kecrpg.com/ corporate-governance-csr.

During the year under review, the Company continued with its ongoing CSR programmes in terms of the Annual Action Plan of the Company. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is annexed to this Report as Annexure ‘C'.

The Company has adopted the RPG Code of Corporate Governance & Ethics ("RPG Code") which is applicable to all the Directors and Employees of the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. The Code lays emphasis amongst others that all the activities and business conducted are free from the influence of corruption and bribery in line with the anti-corruption and anti-bribery laws and the Anti-Bribery and Anti-Corruption Policy and the Conflict-of-Interest Policy adopted by the Company. The Corporate Governance & Ethics Committee (CGEC) oversees the ethical issues and acts as a central body to monitor the compliance of the Code. The Company conducts regular awareness workshops on the Code and related policies for employees right from the induction stage to periodic refresher courses/assessments on a mandatory basis to refocus them towards compliance of these policies.

In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013, the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace ("the Policy") to ensure prevention, prohibition and redressal of sexual harassment at workplace. The Policy has been formed to prohibit, prevent and deter the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company values and hence provides an equal employment opportunity and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. All employees are covered under this Policy and the Policy is gender neutral. The orientation programs for new employees include awareness sessions on prevention of sexual harassment and upholding the dignity of employees. During the year, the Company conducted an awareness workshop for all the employees. One complaint was received during the year which was resolved.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of

SEBI Listing Regulations for the Directors, its Employees as well as External Stakeholders (customers, vendors, suppliers, outsourcing partners, etc.) to raise their concerns or observations without fear, or report instances of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of RPG Code etc.

The Policy provides for protecting confidentiality of those reporting violation(s) as well as evidence submitted and restricts any discriminatory practices against complainants. The Policy also provides for adequate safeguards and protection against victimization of persons who avail such mechanism. To encourage employees to report any concerns and to maintain anonymity the Policy provides direct access for grievances or concerns to be reported to the CGEC, a Committee constituted for the administration and governance of the Policy. The Policy also facilitates direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Policy can be accessed on the Company's website i.e. www.kecrpg.com under ‘Investors' tab.

The Company is a global infrastructure major engaged in Engineering, Procurement and Construction ("EPC") business and is exposed to various risks in the areas it operates. In a fast changing and dynamic business environment, the risk of geo-political and economic uncertainties, commodity price variation and currency fluctuation, interest rate fluctuation and cyber threats have increased manifold. The Company's Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating and reporting of key business risks associated with the activities conducted. The risk management mechanism forms an integral part of the business planning and review cycle of the Company.

The policy is designed to provide reasonable assurance towards achievement of its goals by integrating management control into daily operations, ensuring compliance with legal and safeguarding the integrity of the Company's financial reporting and the related disclosures.

The Company has a mechanism in place to inform the Risk Management Committee and Board members about risk assessment, minimization procedures and periodical review thereof. The Risk Management Committee of the Company inter alia reviews Enterprise Risk Management functions of the Company and ensures appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

The Committee periodically validates, evaluates and monitors key risks and reviews the measures taken for risk management and mitigation. The key business risks faced by the Company and the various mitigation measures taken by the Company are detailed in the Management

Discussion and Analysis section which forms a part of this Annual Report.

Details in respect of the adequacy of internal financial controls with reference to the Financial Statements are stated in the Management Discussion and Analysis section which forms a part of this Annual Report.

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm's length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. For material related party transaction, the Company obtains prior approval of the Members of the Company. A statement giving details of all Related Party Transactions is placed before the Audit Committee on a quarterly basis for its review. Disclosure of related party transactions as required under Indian Accounting Standards -24 have been made in the Note No. 56 to the Standalone Financial Statements.

There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Company's Promoter(s), its Subsidiaries / Joint Ventures

/ Associates or any other related party, that may have a potential conflict with the interest of the Company at large.

The Policy on related party transactions, as formulated by the Board, is available on the Company's website i.e. www.kecrpg.com under ‘Investors' tab.

As required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company is available on the website of the Company i.e. www.kecrpg.com under ‘Investors' tab.

The Company has undertaken comprehensive measures to ensure the effective and consistent implementation of Environment, Health, and Safety (EHS) management practices across all its verticals, aligning with its overarching objective of establishing an incident-free workplace for all stakeholders. As a commitment towards EHS excellence, the Company maintains certification under the international standards of Integrated Management System, covering ISO 9001:2015 for quality management, ISO 14001:2015 for environmental management, ISO 45001:2018 for occupational health and safety management at its sites/projects/plants and ISO 50001:2018 for energy management at its plant locations.

The Company's successful implementation of digital platform namely RAKSHA for EHS reporting signifies a significant advancement, enabling data-driven decision-making, heightened safety standards and strict adherence to regulations. Transitioning to a digital EHS reporting system has streamlined processes, facilitated real-time reporting and escalation, and improved overall operational efficiency. To strengthen the EHS compliances, RAKSHA app includes E-work permits, Last-minute Risk Assessment (LMRA), Safety MIS, EHS Assessments, Unsafe Act/Unsafe Conditions & Incident reporting have been implemented across all verticals.

The Company's ongoing investment in industry-specific Environment and Safety (EHS) training showcases a dedication to leveraging innovative technologies like Virtual Reality (VR) to enhance learning experiences. By prioritizing risk-based safety measures and skill development for both employees and workmen, the Company underscores its commitment to fostering a culture of safety and continuous improvement. Through the integration of VR and other cutting-edge tools, employees can engage in immersive training scenarios that simulate real-world situations, effectively preparing them to identify and mitigate potential hazards.

Throughout the year, the Company has garnered several prestigious Environment and Safety (EHS) awards and commendations from esteemed entities such as the National Safety Council of India, British Safety Council, Greentech Foundation, RoSPA Awards, Construction Industry Development Council (CIDC), Vishwakarma Awards, Society of Energy Engineers and Manager Award and ESG Summit & Awards.

The Company has a strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure ‘D'.

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure ‘E'.

The statement containing names and other details of the employees as required under sub-section 12 of Section 197 of the Act read with sub-rules (2) & (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

The Company understands that employees are its most valuable asset and recognizes talent as the primary source of competitive edge. Recognizing the crucial role of talent, the Company remains committed to enhancing its capabilities by creating a pool of talented individuals through dedicated talent pipelines and providing opportunities for developing competencies in areas such as Behavioral, Technical, Functional, and Digital skills. The Company remains focused on various learning and development initiatives to upgrade the skills and capabilities of its workforce.

Creating employee happiness has been the cornerstone of all employee centric initiatives at the Company. The Company's Happiness quotient, which is the metric of a comprehensive evaluation of happiness at workplace, has increased to 83% this year against 81% last year, owing to the Company's unwavering commitment to employee-centric initiatives encompassing growth, culture, recognition and work-life balance.

The Company prioritizes diversity in its workforce throughout the organization, as it improves collective skills and encourages a culture of creativity. Embracing diversity and inclusivity is a fundamental principle that ensures all employees have equal and fair opportunities.

The employee relations remained cordial throughout the year. As on March 31, 2024, the Company had 6621 permanent employees, excluding its subsidiaries. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging have always made the Company proud.

The Company has voluntarily provided Integrated Annual Report for the financial year 2023-24, prepared as per IR Framework recommended by the International Integrated Reporting Council (IIRC) and the same is aimed at providing the Company's stakeholders a comprehensive depiction of the Company's financial and non-financial performance. The Report provides insights into the Company's key strategies, operating environment, risks and opportunities, governance framework and its approach towards long-term sustainable value creation across six capitals viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

The Directors confirm that \during the year under review and as on the date of this Report:

a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c. There was no revision in the financial statements.

d. There has been no change in the nature of business of the Company.

e. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

g. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

h. There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016 corporate insolvency resolution.

i. There was no instance of one-time settlement with any Bank or Financial Institution.

j. There are no agreements defined under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations that are binding on the Company.

The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

The Directors take this opportunity to thank the Central and State Government Departments, Organizations and Agencies in India and Governments of various countries where the Company has its operations for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, joint venture partners and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company.

The Directors also appreciate and value the trust reposed in them by Members of the Company.

The following annexures, form part of this Report: a. Nomination and Remuneration Policy – Annexure ‘A' b. Secretarial Audit Report – Annexure ‘B' c. Annual Report on Corporate Social Responsibility – Annexure ‘C' d. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo – Annexure ‘D'

e. Information under sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 – Annexure ‘E'