KNR Constructions Ltd

Dear Members,

Your Director's are pleased to present the Twenty Ninth Annual Report and the Company's audited financial statement (Standalone and Consolidated) for the financial year ended March 31, 2024.

The Company's financial performance, for the year ended March 31, 2024 is summarized below:

( in Lakhs)

As on March 31, 2024 KNRCL holds an outstanding order book valued at 5,30,480 Lakhs, with 3,19,800 Lakhs attributed to the road sector, while the remaining 2,10,680Lakhs dedicated to the irrigation and pipeline projects. The current order book position remains stable and provides visibility of execution over around 1.5 years. Orders worth 1,20,000 Lakhs to be added in the Order Book for which appointed date yet to receive, with this the Order Book will be at 6,50,480 Lakhs.

The highlights of the Company's performance are as under:

• Revenue from operations for the 2023-24 is reported at

• PBDIT (Excluding other income& Exceptional Item) decreased by 2.88 % to 70,095.76 Lakhs

Profit before tax decreased by 2.23 % to 68,933.43

Lakhs

Net profit decreased by 1.00% to 49,383.12 Lakhs

Net worth increased by 17.97% to 3,22,565.91 Lakhs

• The order book position as on March 31, 2024 stands at

5,30,480 Lakhs.

• Revenue from operations for the 2023-24 is reported at

4,42,948.64 Lakhs.

Profit before tax (After exceptional items) increased by 39.22% to 94,846.05 Lakhs

Net worth increased by 27.29 % to 3,49,767.39 Lakhs

The Company is not proposing to transfer any amount to the

General Reserves of the Company out of the profits made during the year. The total Other Equity (including securities premium Reserves, General Reserves, Surplus in statement of profit March 31, 2024 is 3,16,941.21 Lakhs as against the Paid-up capital of 5,624.70 Lakhs

Pursuant to the provisions of Section 128 (3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a Report on the Financial performance of the Subsidiaries Companies during the Financial Year ended March 31, 2024 in form AOC-1 is annexed herewith as Annexure I.

The Board of Directors have recommended a final dividend of

0.25/- per Equity Share for the financial year ended March 31, 2024 amounting to 703.09 Lakhs. The dividend shall be paid to the members whose names appear in the Register of Members as on September 18, 2024. In respect of shares held in the dematerialized form, it shall be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. April 01, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the

Income-tax Act, 1961.

The dividend payout for the year under review has been formulated in accordance with the Company's policy linked with long term performance, keeping in view the Company's need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum. The Dividend Distribution Policy of the Company is annexed herewith marked as Annexure II to this Report. The Dividend Distribution Policy is posted on the website of the Company and the web link is http://knrcl.com/images/policies/KNRCL-DIVIDEND-DISTRIBUTION-POLICY.pdf There has been no change in the policy during the year.

During the year under review, there is no change in the nature of business in which the Company operates.

During the year under review, till the date of this report, there were no material changes and commitments that may affect the financial position of the Company.

Currently, the Company is engaged in business of providing engineering, procurement and construction services namely roads, highways, irrigation and urban water infrastructure management.

Keeping in view future plans to explore the opportunities in construction activities in metro railways, power and power transmission, renewable and non-renewable energy, mining and mines development, waste management. During the year, The Company has altered its objects clause of the memorandum in order to diversify its business activities by exploring opportunities in the above-mentioned sectors with the approval of the members by way of passing special resolution effective March 20, 2024 through the process of postal ballot.

By entering these diverse sectors, the Company aims to leverage new growth opportunities and enhance its capabilities across a broad range of infrastructure and construction projects.

The authorized share capital of the Company is

60,00,00,000/- (Sixty Crores Only) divided into 30,00,00,000

(Thirty Crores only) Equity shares of 2/- (Rupees Two only) each as on 31st March 2024.

During the year under review, there was no change in the authorized capital of the Company.

As on March 31, 2024, the paid-up capital of the Company is 56,24,69,200/- (Rupees Fifty-Six Crores Twenty-Four

Lakhs Sixty-Nine Thousand Two Hundred Only) divided into 28,12,34,600 (Twenty-Eight Crores Twelve Lakhs Thirty-Four

Thousand Six Hundred only) Equity Shares of 2/- (Rupees Two) Each.

During the year under review, the Company has not issued any securities (including convertible warrants) by way of

Sweat Equity or Employee Stock Options or equity shares with differential voting rights or by any other way of allotment during the year under review.

As on the date of the report, CRISIL has made an outlook on Long term bank facilities as AA/Stable and the Short term bank facilities as A1+.

In terms of Section 125 of the Companies Act, 2013, during the year under review the below amounts were transferred to Investor Education and Protection Fund a) An amount of 47,502/- being unclaimed dividend for the financial year 2015-16 (transferred on April 10, 2023) The Company had transferred 2959 equity shares pertaining to financial year 2015-16 as required under the provisions of

Section 124(6) of the Companies Act, 2013 to IEPF Authority.

Members are requested to note that dividends not encashed or remaining unclaimed for a period of 7 (seven) years from the date of transfer to the Company's Unpaid Dividend Account, shall be transferred to the Investor Education and Protection

Fund ("IEPF") established by the Central Government. Further, pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules') as amended from time to time, all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to IEPF Authority as notified by the Ministry of Corporate Affairs.

The Members/Claimants whose shares, unclaimed dividend have been transferred to IEPF may claim the shares or apply for refund by making an application to IEPF Authority in Form IEPF

5 which is available on www.iepf.gov.in along with requisite fee as decided by it from time to time.

Members who have not yet encashed the dividend warrants from the financial year ended March 31, 2017 onwards are requested to forward their claims to the Company's Registrar and Share Transfer Agents without any further delay. It is in Members' interest to claim any un-encashed dividends and for future, opt for Electronic Clearing Service, so that dividends paid by the Company are credited to the Members' account on time.

It may be noted that once the unclaimed dividend is transferred to IEPF as above, no claim shall rest with the Company in respect of such amount. It may also be noted that the unclaimed dividend amount which were lying with the Company upto the year ended on March 31, 2016, have already been transferred to IEPF. The details of the unclaimed dividends are available on the Company's website at www.knrcl.com and on the website of Ministry of Corporate Affairs at www.mca.gov.in. Members are requested to contact the Company's Registrar and Share

Transfer Agent or the Company to claim the unclaimed/unpaid dividends.

Pursuant to the provisions of Rule 7(2B) of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund)

Second Amendment Rules, 2019, the Company has appointed

Smt. Haritha Varanasi, Company Secretary of the Company as

Nodal Officer of the Company.

During the year under review, there are three non-independent Directors in the Board namely Shri K Narsimha Reddy,

Managing Director, Shri K Jalandhar Reddy, Executive Director and Smt. K Yashoda, Non-Executive Director.

In accordance with the requirements of the Companies Act,

2013 Smt K Yashoda, Non-Executive Director of the Company is liable to retire by rotation at the Annual General Meeting and, being eligible, offer herself for reappointment at the ensuing Annual General Meeting.

During the year under review, Dr. W R Reddy (DIN:03081486) and Shri K Udaya Bhaskara Reddy (DIN: 06926054) were appointed as Additional Directors at the board meeting held on February 08, 2024 and obtained shareholders' approval for the said appointment of Directors by way of postal ballot concluded on March 20, 2024.

Further, tenure of first term of Smt, G Chandra Rekha

(DIN:08464587), Independent Director, ended on May 30, 2024 and accordingly shareholders' approval for her re-appointment as Independent Director for a further term of five (5) years has been obtained by way of postal ballot concluded on March 20, 2024.

Brief resume of the Director proposed to be reappointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and relationships between directors inter-se, as stipulated under Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, is annexed to the notice of the Annual General Meeting.

The Board of Directors has complete access to the information within the Company. Independent Directors have the freedom to interact with the Company's management. Interactions happen during Board / Committee meetings, when MD / ED are asked to make presentations about performance of the Company to the Board. Apart from this, they also have independent interactions with the Statutory Auditors, the Internal Auditors and external advisors appointed from time to time. Further, Independent Directors meet without the presence of any management personnel and their meetings are conducted informally to enable them to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the Company.

The Company has received declarations from the independent directors of the Company to the effect that they meet the criteria of independence as laid under the provisions of Section

149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) read with Regulation 25 of SEBI (LODR) Regulations, 2015 in respect of the financial year ended The Independent Directors have also confirmed that they are in compliance with the Code of Conduct as stipulated under Schedule IV of the Companies Act, 2013 and also of the Company.

In terms of Regulation 25 (8) of SEBI (LODR) Regulations,

2015 the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or which may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. During the year under report, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, except to the extent of sitting fees and reimbursement of expenses incurred by them for the purpose of attending the meetings of the Board and its committees.

In compliance with Rule 6 of Companies (Appointment and

Qualification of Directors) Rules, 2014, all the Independent

Directors of the Company have registered themselves with the Independent Directors Data Bank maintained by IICA.

Smt. G Chandra Rekha and Shri K Udaya Bhaskara Reddy have appeared and qualified the proficiency test conducted by IICA,

Shri L B Reddy, Shri B V Rama Rao and Shri W R Reddy are exempted from appearing the proficiency test.

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- The candidate should possess the attributes such as leadership, professional stature, domain expertise or such other attributes which in the opinion of the Committee are in the interest of the Company;

- the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013; - the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure

March 31,2024. Requirements) Regulations, 2015, in case of appointment as an independent director; and - the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, technical operations, infrastructure, or such other areas or disciplines which are relevant for the Company's business.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the following are the Key Managerial Personnel of the Company:

The Company has in place remuneration policy to ensure that the Key Managerial Personnel (KMP) and Senior Managerial Personnel (SMP) shall be competitive in order to ensure that the Company can attract and retain competent talent.

The remuneration policy of the Company shall ensure that:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors/ KMPs and SMPs of the quality required to run the

Company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

• Remuneration to directors, KMP and SMP involves a balance between fixed and variable pay reflecting short and long-term performance objectives and goals set by the Company.

• Remuneration package is linked to the achievement of corporate performance targets and a strong alignment of interest with stakeholders.

The detailed remuneration policy of the Company can be accessed at the website of the Company through the below link: http://knrcl.com/images/policies/Remuneration-Policy. pdf

The Company has duly constituted the following committees as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 a) Audit Committee b) Stakeholders Relationship Committee c) Nomination and Remuneration Committee d) Corporate Social Responsibility Committee e) Risk Management Committee Details of the Committees such as Composition, meetings held during the year under report are provided in Corporate Governance Report which forms integral part of the Annual Report.

Five meetings of the Board of Directors were held during the year. The Board of Directors and Committees have duly met during the year under report and the minutes of the meetings are duly recorded. The details of the meetings of the Board and its Committees are provided in the Corporate Governance Report which forms integral part of this report.

The Board has taken into consideration, accepted and acted upon all the recommendations of the Audit Committee.

The Company recognizes that having a diverse Board enhances the quality of its performance. The Company continues to increase the diversity in the Board as and when required, as the

Company believes that it is an essential element in supporting and attainment of its strategic objectives and its sustainable development. The Company has in place policy on Board Diversity and can be accessed at http://knrcl.com/images/ policies/Board-Diversity-Policy.pdf.

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Independent Directors, Board of Directors and Committees of the Board.

The parameters like attendance and participation of Directors in the meetings of the Board and its Committees thereof, contribution to strategic decision making, financial statements and business performance have been the basis criteria for performance evaluation.

The evaluation of Board as a whole and each individual director is performed after seeking all the inputs from the Directors. The performance evaluation of executive Directors, Chairperson of the Board is done by the Independent Directors at their separate meeting.

For the year 2023-24, evaluation of Board as a whole, Non-executive and Independent Directors and Executive Directors of the Company has been duly carried out as per the policy laid by the Nomination and Remuneration Committee.

All Independent Directors are familiarized with the operations and functioning of the Company. The details of familiarization program are provided in Corporate Governance Report which forms part of the Annual Report.

Management's Discussion and Analysis report for the year under review as stipulated under Regulation 34(2) (e) SEBI (LODR) Regulation, 2015 of the LODR Regulations 2015 is presented in a separate section forming part of the Annual report

Pursuant to the requirements under Section 134 (3) (c) of the

Companies Act, 2013, with respect to Directors' Responsibility

Statement, Your Directors hereby confirm that: a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule

III to the Act, have been followed and there are no material departures from the same; b) the Directors have 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 at March 31, 2024 and of the profit of the Company for the year ended on that date; c) the Directors 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; d) the Directors have prepared the annual accounts on a ‘going concern' basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review, no instances of failure to implement corporate actions were reported.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on

Corporate Governance as stipulated under the SEBI(LODR) Regulations,2015, forms an integral part of this Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

In compliance with the applicable provisions, we shall dispatch the Annual Report for the 2023-24 in electronic format to all the members whose e-mail addresses are registered and updated with our Registrar & Transfer Agents

Your Company is committed to enhance value creation in the society and community in which it operates. Through its conduct, services, and CSR initiatives it will strive to promote sustained growth in the surrounding environs.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy of the Company is available on the website of the Company (http://knrcl.com/ images/policies/knrcl_CSR.pdf ).

The Annual Report on CSR activities carried out by the Company for the 2023-24 is annexed herewith as "Annexure III" to this report as required under the provisions of the Companies Act,

2013 and applicable rules thereunder.

M/s K P Rao & Co., Chartered Accountants, were re-appointed as Statutory Auditors of the Company at the 27th Annual General Meeting held on September 28, 2022 for a period of 5 years ie., upto conclusion of 32nd AGM to be held in the year 2027.

Further, the Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors attended the AGM held on September 28, 2023.

Further the Notes on Financial Statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

The Board of Directors at their meeting held on May 29, 2024, based on the recommendation of the Audit Committee, has reappointed M/s. K. P. Rao Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The

Internal Auditors are submitting their reports on quarterly basis. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit

Committee on an on-going basis to improve efficiency in operations.

The Company's internal control systems are well established and commensurate with the nature of its business and the size and complexity of its operations. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations. The recommendations/suggestions of the internal auditors are discussed in the Audit Committee meetings periodically.

In accordance with the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, upon the recommendation of Audit Committee, at their meeting held on May 29, 2024 has appointed M/s.

Dendukuri & Co., Cost Accountants, Hyderabad, as the Cost Auditors of your Company to carry out the cost audit for the financial year 2024-25 at a remuneration of 3,00,000/-. The remuneration payable to the cost auditor is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s Dendukuri &

Co., Cost Accountants, is included in the Notice convening the Annual General Meeting. Your Company is maintaining cost records as specified by the Central Government under Section

148(1) of the Companies Act, 2013.

A Certificate from M/s. Dendukuri & Co., Cost Accountants has been received to the effect that their appointment as Cost Auditor of your Company is in accordance with the limits specified under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the

Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

In accordance with Section 204 of the Companies Act, 2013 the Board has re-appointed M/s. VCSR & Associates, Company

Secretaries, to conduct Secretarial Audit for the Financial year 2023-24. The Secretarial Audit Report for the financial year ended

March 31, 2024 is annexed herewith and marked as Annexure IV to this Report.

There were no qualifications reported in the Secretarial Audit

During the year under report, the Company has duly complied with all the applicable secretarial standards as issued by the Institute of Company Secretaries of India from time to time.

A separate statement containing the salient features of the Financial statements of the subsidiaries and joint ventures of the Company is prepared in Form AOC-1 which forms part of the Consolidated financial statements.

During the year under review, there were no new subsidiaries of the Company.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company's website: http://knrcl.com/images/policies/Policy_on_MATERIAL_ SUBSIDIARIES.pdf

During the year 2023-24, the Company had no material subsidiaries as defined under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, as per the audited financial statements for the financial year ended March 31, 2024, the Company has identified two material unlisted subsidiaries for the financial year 2024-25:

1. KNR Guruvayur Infra Private Limited

2. KNR Ramanattukara Infra Private Limited

These subsidiaries are considered material due to their position or significant performance.

During the year under review, no companies were ceased to be the subsidiaries of the Company.

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.

The Consolidated Financial Statements for the financial year ended March 31, 2024 forms part of the Annual Report. Further, we undertake that the Annual Accounts of the subsidiary Companies and the related detailed information will be made available to the Company's shareholders and to the shareholders of the subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary Companies shall also be kept for inspection by any shareholder at the Registered office of the Company and that of the subsidiary Companies.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.knrcl.com

All contracts / arrangements / transactions entered by the

Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://knrcl.com/images/policies/policy_on_materiality.pdf Your Directors draw attention of the members to Notes to the financial statement which sets out related party transactions and disclosures.

The Company has not entered into any contracts/ arrangements with related parties referred to under Section 188(1) of the Companies Act, 2013, not at arms-length basis during the year. The details of the related party transactions are provided herewith as Annexure V in Form AOC-2.

( In Lakhs)

The particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as required under f

Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows: a) Conservation of Energy

The Company has taken suitable measures for conservation of energy to the extent possible. However, the core activity of the Company is civil construction which is not an energy intensive sector where energy consumption is at intensive level. b) Technology absorption, Adoption and Innovation

There is no information to be furnished regarding Technology Absorption as your Company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources, which needs to be absorbed or adopted.

Innovation is a culture in the Company to achieve cost efficiencyin the construction activity to be more and more competitive in the prevailing environment that cannot be quantified. a) The Company has not imported any technology during the last 5 years.

( In Lakhs)

Your Company has not accepted any deposits covered by the provisions of Section 73 of the Companies Act, 2013 and the Rules framed there under.

The Company has a Vigil mechanism and Whistle blower policy in terms of the SEBI (LODR)Regulations, 2015 and the Companies Act, 2013 under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Protected disclosures can be made by a whistle blower through a dedicated e-mail, or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.knrcl.com/images/ knrcl_whistleblower.pdf

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and amended Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. orders passed The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (http:// knrcl.com/images/policies/knrcl_8insider.pdf )

A declaration regarding compliance with the code of conduct signed by the Company's Managing Director is published in the Corporate Governance Report which forms part of the annual report.

Particulars of Loans, Guarantees and Investments made during the Financial Year ended March 31, 2024, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, form part of the Standalone Financial Statements.

As required under the provisions of Section 92 of the

Companies Act, 2013, copy of Annual Return of the Company for the year ended March 31, 2024 is made available on the website of the Company and the same can be accessed through the following link. http://knrcl.com/annualreports.html

Your Company has constituted a Risk Management Committee and formulated a policy on Risk Management in accordance with the Companies Act, 2013 and Regulation 21 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 to frame, implement and monitor the risk management plan for your Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy of your Company is posted on the website of your Company which may be accessed at http://knrcl.com/ images/policies/Risk-Management-Policy.pdf

MATERIAL ORDERS PASSED BY COURTS/REGULATORS/ TRIBUNALS the There were no material or significant regulators/courts/tribunals that would impact the going concern status of the Company and its future operations.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

Not applicable as there were no instances of one-time settlement with the Banks or financial institutions.

All the movable properties and assets of the Company are adequately insured for the year under report.

Information pertaining to remuneration as required u/s 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014. i. The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Further details of top ten employees in terms of remuneration drawn during the financial year ended March 31, 2024 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended are:

None of the above employees were relative of any Directors except in the case of Sri K Jalandhar Reddy and Sri K Narsimha Reddy, Sri K Jalandhar Reddy is the son of Sri K Narsimha Reddy.

• All appointments are / were contractual in accordance with terms and conditions as per Company rules.

* Gross Remuneration includes perquisites and contribution to Provident fund by the employer. ii) The median remuneration of employees of the Company during the financial year was 1.68 Lakhs; iii) In the financial year, there was 41.46 % decrease in the median remuneration of employees; iv) There were 2,488 employees on the rolls of Company as on March 31, 2024 v) Relationship between average increase in remuneration and company performance: -The Profit before tax and exceptional items for the financial year ended March 31, 2024 increased by 21.50% whereas there was a 41.46% Decrease in median remuneration. vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of Key Managerial Personnel was 2155.80 Lakhs whereas the Profit before tax and after exceptional item was 68,933.43 Lakhs in 2023-24. vii) a) Variations in the market capitalization of the Company: The market capitalization as on 31st March, 2024 at NSE was 6,92,680.82 Lakhs ( 7,13,492 Lakhs as on March 31, 2023) b) Price Earnings ratio of the Company at NSE was 16.33 as at March 31, 2024 and 16.21 as at March 31, 2023; viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2023-24 was 10.94% whereas the decrease in the managerial remuneration for the same financial year was 26.27% ix) The key parameters for any variable component of remuneration availed by the executive directors: Financial performance of the Company x) The Details of the employee who was in receipt of remuneration in the 2023-24 which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: Not Applicable xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

We strongly support the rights of all our employees to work in harassment – free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 (‘'POSH Act") and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

Further, we have in place a committee under the name and style "Internal Complaints Committee" in compliance of POSH

Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaintsofsexualharassmentandrecommendsappropriate action. Details of composition etc., of the said committee are provided in the section on Corporate Governance. We further confirm that during the year under review, there were no cases filed pursuant to the said Act.

Your Company being among the top 1000 listed entities based on market capitalization, is required to present the Business

Responsibility and Sustainability Report as required under the

Regulation 34(2) (f) of SEBI (LODR) Regulations, 2015. The BRSR of the Company for the year ended March 31, 2024 forms part of this report and annexed herewith as Annexure VI. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Your Directors are happy to report that the Industrial Relations have been extremely cordial at all levels throughout the year. Your Directors record their appreciation for sincere efforts, support and co-operation of all employees being extended from time to time to accelerate the growth of the Company.

Your Directors wish to place on record their gratitude to the Company's shareholders, customers, vendors and bankers for their continued support to KNRCL's growth initiatives. Your Directors also wish to place on record, their appreciation of the contribution made by employees at all levels, who through their competence, sincerity, hard work, solidarity and dedicated support, have enabled your Company to make rapid strides in its business initiatives. Your Director's also thank the Central and State Governments and their various agencies, particularly, the National Highway Authority of India and other Governmental agencies for extending their support during the year, and look forward to their continued support.