2. PERFORMANCE

Overall Financial Performance

The Company continued its growth momentum with the
highest ever order intake, revenue and profits. The Company
has successfully undertaken several strategic initiatives
and developed niche capabilities across businesses,
positioning itself for sustained growth and value creation.

On a consolidated basis, the Company recorded revenue
of ' 21,847 Crore, growing by 10% over the previous year.
The growth was primarily driven by T&D businesses, both
India and International, as well as strong performances in
the Renewables and Cables businesses. The Company’s
EBITDA grew by 26% over the previous year and EBITDA
margin expanded by 90 bps to 7.0% as against 6.1% last
year. PBT increased by 71% over the previous year to ' 727
Crore and PAT increased by 65% to ' 571 Crore.

On the order intake front, the Company secured orders of
' 24,689 Crore during the year, a robust growth of 36%
over the previous year. Over 70% of this order intake is in
the T&D business.

The Company has a well-diversified and strong order book
of ' 33,398 Crore as on March 31, 2025, which grew by
13% over the previous year.

Power Transmission & Distribution (T&D) - The T&D

business has delivered a healthy performance, achieving a
milestone revenue of ' 12,833 Crore for the year, a growth
of 23% over the previous year. The growth was driven by

robust execution across both domestic and international
markets. The business has significantly expanded its order
book with order inflows of close to ' 18,000 Crore across
India, Middle East, Americas, SAARC, Africa, Asia Pacific,
CIS and Australia.

In India T&D, the business witnessed good traction as it
secured orders of over ' 7,200 Crore, a growth of more than
20% over the previous year. The Company has considerably
strengthened its order book with a series of strategic
wins including multiple transmission lines and substation
projects from Power Grid Corporation of India (PGCIL) and
private developers. During the year, the Company achieved
two important milestones - securing its first-ever STATCOM
order, representing a strategic advancement in the
substation value chain and strengthening its position in the
High Voltage Direct Current (HVDC) space. Currently, the
Company is executing an HVDC Converter station project
spread over three locations and three HVDC transmission
line projects. Additionally, the Company is bidding for more
HVDC projects both in India and the overseas markets.
The Company has successfully commissioned two Digital
Substation projects of 765 and 400 kV GIS at Navsari,
Gujarat, the first of their kind in India.

In International T&D, the Company continues to
strengthen and broaden its global presence, recording
order wins exceeding ' 8,300 Crore, which has doubled
as compared to last year driven by several high-value
orders secured in the Middle East across Saudi Arabia,
UAE and Oman. During the year, the Company secured its
largest-ever international substation order from the UAE,

reinforcing its presence in the global substation EPC space.
With the growing emphasis on localization of supplies in the
Middle East, the Company’s manufacturing facility in Dubai
provides a competitive edge and also helps in meeting the
local content requirements. The business also bagged a
landmark tower supply order from Australia, reflecting its
strategic focus on expanding and diversifying its tower
sales footprint across global markets beyond Americas
and Middle East.

In SAE Towers, the business recorded revenue of ' 1,325
Crore for the year, degrowing by 8% primarily due to the
steep depreciation (nearly 15%) of the Brazilian Real (BRL)
against United States Dollar (USD) over the last year.
The business is witnessing significant traction with order
inflows surpassing ' 2,300 Crore, more than 2.5 times
that of last year. These orders for the supply of Towers,
Hardware and Poles, span across the US, Mexico, and
Brazil. A significant milestone was the successful supply
of hardware products to the US market, paving the way for
future business expansion in this high-potential geography.
The business now boasts a healthy order book of around
' 2,000 Crore. The business could also reduce its debt by
25% from March 2024 levels to around ' 340 Crore.

With a robust order book and increase in tendering
in the T&D business, the Company embarked on a
debottlenecking and capacity expansion initiative for its
tower manufacturing plants with minimal investment.
The Company has now completed capacity enhancements
at the Dubai, Jaipur and Jabalpur plants in India. With these
strategic additions, the total tower manufacturing capacity
has increased by 46,000 MTPA, increasing from 4,22,200
MTPA to 4,68,200 MTPA across six locations globally.
This positions the Company strongly to cater to the growing
demand for transmission infrastructure, both domestically
and in the international market.

The outlook for the T&D sector remains encouraging,
driven by strong tendering activity across domestic and
international markets. In India, the push to meet the
country’s ambitious target of 600 GW of non-fossil fuel
capacity by 2032 is driving continuous investments in
transmission lines, substations, and underground cabling.
On the international front, the Company continues to see
promising opportunities across regions such as the Middle
East, Africa, CIS, and the Americas. The Middle East is
witnessing strong tailwinds in the T&D sector as countries
such as Saudi Arabia, UAE, and Oman build regional
interconnections and scale up transmission to meet
national electrification and renewable energy goals.

Civil - The business has achieved revenues of ' 4,483
Crore, a growth of 3% over the previous year. The business
strengthened its portfolio with new orders exceeding
' 2,400 Crore during the year. These orders span diverse
sectors such as factories, residential buildings and
defence. The business has also diversified its customer
base, onboarding several renowned clients in the industrial

and residential segments. The business is actively pursuing
international opportunities especially in the water segment.

Transportation - The business has achieved revenue of
' 2,112 Crore for the year, degrowing by 32% over the
previous year largely due to a conscious decision to be very
selective in order intake. The business continues to make
steady progress in physical completion of projects across
segments. The Company continues to remain cautious
in its approach on order intake in this sector considering
the margin profile, working capital scenario and execution
dynamics of this business. During the year, the business
has secured orders of close to ' 2,200 Crore including
maiden orders in the Ropeway and Gauge conversion
segments as well as prestigious orders in the Train
Collision Avoidance System (TCAS) and Tunnel ventilation
segments. Most of the orders secured this year do not
involve execution on main line tracks that require blocks
from the client, a challenge the Company is currently facing
in the completion of some of its existing Railway projects.
The Company continues its focus on fast-tracking project
closures, optimizing working capital and pursuing select
international opportunities for growth.

Cables - The business has delivered a healthy performance
with revenue of over ' 1,800 Crore, growing 10% YoY and
notable improvement in proftability. In order to unlock
value and sharpen focus on the business, the Company has
successfully transferred the Cables business to a wholly
owned subsidiary, KEC Asian Cables Limited effective
January 01, 2025. The Company’s commitment to product
diversification and capacity expansion remains strong.
During the year, the business successfully commissioned
the Aluminium conductor plant at its Vadodara facility.
Looking at the demand momentum, the business has
now initiated doubling of its conductor manufacturing
capacity. Additionally, the E-Beam and Elastomeric cables
capex projects are progressing well. The business remains
actively focused on exports and continues to expand its
international footprint by entering new markets. A major
milestone was the successful dispatch of UL-certified
products, marking its entry into the US market.

Renewables - The business has delivered a strong
growth of 92% over the previous year, achieving record
revenue of ' 853 Crore. The execution of existing projects
is progressing smoothly, with several notable milestones
accomplished during the year. The 500 MW solar project
in Karnataka has been partly commissioned. Additionally,
work is progressing well on the 500 MW solar project in
Rajasthan. The Company continues to bid selectively for
opportunities in this business.

Oil & Gas Pipelines - The business has reported revenue
of ' 363 Crore. Growth has been subdued, primarily
due to a slowdown in tendering activities and execution
delays caused by right of way challenges. The business
has widened its footprint by securing its first order in the
composite space (including design, supply and build).

The business is progressing well on the execution of its
first international project in Africa. The business is pursuing
more opportunities in the international markets.

3. DIVIDEND

The Board of Directors has recommended a dividend of
' 5.50/- per equity share (275% of the nominal value of
' 2/- per equity share) for the financial year ended March 31,
2025. The said dividend, if approved by the Members at
the ensuing Annual General Meeting, would entail a cash
outflow of about ' 146.41 Crore.

I n 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 31,2025, stands at ' 53.24 Crore.

During the year under review, the Company, raised an
amount of ' 870.16 Crore, by way of Qualified Institutional
Placement (“QIP”), by issuing and allotting 91,11,630
Equity Shares of face value of ' 2 each fully paid up at an
issue price of ' 955 per Equity Share (including premium
of ' 953 per Equity Share) to eligible Qualified Institutional
Buyers, in accordance with the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 as amended,
and the Companies Act, 2013 read with the rules made
thereunder, as amended (“Act”).

Consequent to QIP, the issued and paid-up Equity Share
Capital of the Company was increased from ' 51.42 Crore
to ' 53.24 Crore, during the year.

6. DEPOSITS

During the year under review, the Company has not
accepted deposits from the public falling within the ambit

of Section 73 of the Act. As on March 31,2025, 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, if any, during the year under
review, are in compliance with the provisions of Section 186
of the Act and details thereof are given in the notes to the
Standalone Financial Statements.

8. CONSOLIDATED FINANCIAL STATEMENTS

I n 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

As on March 31, 2025, the Company has 18 (eighteen)
subsidiaries, comprising 8 (eight) direct subsidiaries and
10 (ten) step-down subsidiaries. The Company has 1 (one)
associate company.

During the year under review, pursuant to approval of the
Board of Directors of the Company at its meeting held on
July 26, 2024, and on receipt of Certificate of Incorporation,
a subsidiary in the name of KEC Asian Cables Limited
(“KACL”) was incorporated on October 01, 2024, to
serve as the operating entity of the Cables Business of
the Company. Accordingly, the Cables Business of the
Company was transferred to KACL, as a going concern on
a slump sale basis, effective January 01,2025.

Performance Highlights

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 companies are set
out in the prescribed Form AOC-1 and the same forms part
of the Financial Statements section of this Annual Report.

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.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

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. i n the preparation of the annual accounts for the
financial year ended on March 31,2025, 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 31,2025 and of the profit of the
Company for the year ended on March 31, 2025;

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, 2025 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.

11. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT, BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT AND CORPORATE
GOVERNANCE REPORT

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

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

12.1 Directors

The Board composition of the Company as on March 31,
2025, was as under:

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

Appointment

i. The Board and Members of the Company approved the
appointment of Ms. Neera Saggi as an Independent
Director of the Company, for a term of five years, with
effect from March 27, 2024.

ii. The Board and Members of the Company approved
the appointments of Mr. Vimal Bhandari and
Dr. Shirish Sankhe as Independent Directors of
the Company, for a term of five years, with effect
from May 07, 2024.

iii. The Board and Members of the Company approved
the appointment of Mr. Arvind Singh as an Independent
Director of the Company, for a term of five years, with
effect from June 01,2024.

Re-appointment

i. The Board and Members of the Company approved
the re-appointment of Mr. Vimal Kejriwal as the
Managing Director and CEO of the Company for a
period of one year with effect from April 01,2025.

ii. The Board and Members of the Company approved
the re-appointments of Mr. Vikram Gandhi and
Mr. M. S. Unnikrishnan as Independent Directors of
the Company, for a second term of five years with
effect from August 07, 2024 and November 08,
2024, respectively.

The Board approved the appointments/re-appointments on
the recommendation of the Nomination and Remuneration
Committee, which in terms of the provisions of the Act and
the SEBI Listing Regulations, reviewed and evaluated the
composition of the Board, including the skills, knowledge
and experience of the Directors.

Cessation

i. Mr. A.T. Vaswani resigned as Independent Director
of the Company with effect from April 11, 2024, end
of the day on account of his advancing age and
related health issues.

ii. On completion of their respective tenures,
Mr. Ramesh Chandak ceased to be an Independent
Director of the Company with effect from May 07,
2024, end of the day, and Mr. D. G. Piramal and
Mr. S. M. Trehan ceased to be Independent Directors
of the Company with effect from July 27, 2024,
end of the day.

The Board has placed on record its appreciation for the
contributions made by the above Independent Directors
during their association with the Company.

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

The agenda item with respect to the re-appointment of
Mr. Vinayak Chatterjee along with his 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.

12.2 Key Managerial Personnel

Details of Key Managerial Personnel of the Company as on
March 31,2025, are as under:

1. Mr. Vimal Kejriwal, Managing Director & Chief
Executive Officer;

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

3. Mr. Suraj Eksambekar, Company Secretary.

Details of changes in the Key Managerial Personnel
during the year under review and until the date of this
Report, are as under:

(i) Mr. Amit Kumar Gupta, Company Secretary and
Compliance Officer of the Company, resigned with
effect from close of business hours on May 09, 2024.

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

12.3 Declaration by Independent Directors

I n terms of the provisions of sub-section (6) of Section 149
of the Act and Regulation 16 of the 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 the
SEBI Listing Regulations, as amended. 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.

12.4 Board Evaluation

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 06,
2025, chaired by Mr. M. S. Unnikrishnan, Lead Independent
Director for the meeting, to review the performance of the
Chairman and other 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 the 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.

12.5 Familiarization Program for Independent Directors

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.

12.6 Policy on Appointment and Remuneration of
Directors, Key Managerial Personnel and Senior
Management Personnel

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 the
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, as amended, 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.

12.7 Meetings of the Board of Directors

During the year under review, the Board of Directors met six
times. The details are given in the Corporate Governance
Report forming part of this Annual Report.

12.8 Committees of the Board

The Board has duly constituted committees namely Audit
Committee, Nomination and Remuneration Committee,
Sustainability and Corporate Social Responsibility
Committee, Stakeholders’ Relationship Committee,
Risk Management Committee and Finance Committee,
which function according to their respective roles
and defined scope.

Details of composition, terms of reference and number
of meetings held during the financial year 2024-25 for
all the committees are given in the Report on Corporate
Governance forming part of this Annual Report.

13. AUDITORS

13.1 Statutory Auditors

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),
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 2024-25 does not
contain any qualifications, reservations, adverse remarks
or disclaimers and no fraud was reported by the Auditors
under sub-section (12) of Section 143 of the Act.

13.2 Cost Auditors

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 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 26, 2025, 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 FY 2025-26 and has recommended
their remuneration to the Members for ratification at the
ensuing Annual General Meeting. The Cost Auditors
have furnished a certificate of their eligibility and consent
for appointment.

The Cost Auditors’ Report for FY 2023-24 does not contain
any qualifications, reservations, adverse remarks or
disclaimers and no fraud was reported by the Cost Auditors
under sub-section (12) of Section 143 of the Act. The said
Cost Audit Report was fled with the Ministry of Corporate
Affairs on August 21, 2024.

13.3 Secretarial Auditors

I n 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, Peer Reviewed
Firm of Company Secretaries in Practice, as Secretarial
Auditors to conduct Secretarial Audit for FY 2024-25.
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 fraud was reported by the
Secretarial Auditors under sub-section (12) of Section
143 of the Act.

The Board of Directors of the Company, at its meeting
held on May 26, 2025 on recommendation of the Audit
Committee and pursuant to the provisions of Section 204
of the Act and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read
with Regulation 24A and other applicable provisions of the
SEBI Listing Regulations, has approved the appointment
of M/s. Parikh Parekh & Associates, as Secretarial Auditors
for a term of five consecutive years, commencing from
FY 2025-26 till FY 2029-30, subject to the approval of
the Members at the ensuing Annual General Meeting.
The Secretarial Auditor furnished a certificate of their
eligibility and consent for appointment.

14. SUSTAINABILITY AND CORPORATE SOCIAL
RESPONSIBILITY

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 recommendation
of Sustainability Report to the Board. 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, enhancing vocational skills, promoting healthcare
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 FY 2024-25 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, is annexed to this
Report as Annexure ‘C’.

15. CODE OF CORPORATE GOVERNANCE & ETHICS
AND POLICY ON PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has adopted the RPG Code of Corporate
Governance & Ethics (“the RPG Code/the Code”) which
is applicable to all the Directors and Employees of the
Company. The Code provides for 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
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.

I n 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 (“POSH
Policy”) to ensure prevention, prohibition and redressal of
sexual harassment at workplace. The POSH 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 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.
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 awareness workshops for all the
employees. Two complaints were received during the year
under the POSH Policy which were resolved.

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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 violations 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 Corporate Governance & Ethics
Committee, 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.

17. RISK MANAGEMENT POLICY

The Company is a global infrastructure major engaged in
Engineering, Procurement and Construction 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, execution and safety challenges 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 requirements 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 forming part of this Annual Report.

18. INTERNAL FINANCIAL CONTROL

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
forming part of this Annual Report.

19. RELATED PARTY TRANSACTIONS

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. 55 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.

20. ANNUAL RETURN

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.

21. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company has undertaken comprehensive measures
to ensure the effective and consistent implementation
of Environment, Health, and Safety (EHS) management.
In keeping with its overarching goal of creating an
incident-free workplace for all stakeholders, the Company
has taken extensive steps to guarantee the efficient and
uniform application of EHS management principles across
all of its verticals. The Company maintains certification
under the international standards of the Integrated
Management System as part of its commitment to EHS
excellence. These standards include 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, and plants and ISO
50001:2018 for energy management at its plant locations.

The Company has taken a significant step forward by
adopting the RAKSHA digital platform for EHS reporting
and the BRSR Tool for ESG compliance. These digital
systems enable data-driven decision-making, strengthen
safety standards and ensure robust regulatory compliance.
The transition to digital EHS reporting has improved
operational efficiency, streamlined processes, and
facilitated real-time reporting and issue escalation.

Introduction of features such as E-work permits, Last-minute
Risk Assessment (LMRA), Hazard Identification and Risk
Assessment, Safety MIS, EHS Assessments, Unsafe Act/
Unsafe Conditions, Communication of Risks and Control
Measures, incident reporting, incident investigation and
parallel implementation and Comprehensive Fatality
Prevention Plan across all verticals in the RAKSHA app has
helped improve EHS compliances.

The Company’s continuous investment in advanced
technologies, such as Virtual Reality (VR), reflects its
commitment to enhancing industry-specific EHS training.
By prioritizing risk-based safety measures and skill
development, the Company fosters a culture of continuous
improvement and safety across all verticals. The integration
of VR with other state-of-the-art tools allows employees
to engage in immersive, real-world training scenarios,
effectively preparing them to identify and manage
potential threats.

The Company has received numerous EHS awards and
appreciations from its clients and other reputed organizations
throughout the year, including the British Safety Council,
the National Safety Council of India, Greentech Foundation,
RoSPA Awards, Construction Industry Development
Council (CIDC), SKOCH, Transformance Forum, Green
Seal- Brazil, ENOWA-NEOM- KSA, Afri-SAFE Awards, UBS
Forum and Vishwakarma Awards.

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

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’.

23. PARTICULARS OF EMPLOYEES

I n 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.

24. HUMAN RESOURCE/ INDUSTRIAL RELATIONS

The Company recognizes that its employees are its
greatest asset, with talent serving as the key driver of its
competitive advantage. Committed to nurturing this talent,
the Company continues to strengthen its capabilities by
building dedicated talent pipeline and offering opportunities
for skill enhancement across Behavioural, Technical,
Functional, and Digital domains. A strong focus on learning
and development initiatives ensures continuous upskilling
and growth for its workforce.

Employee well-being remains at the heart of the Company’s
initiatives. The Company’s Happiness Quotient—a holistic
measure of workplace satisfaction improved to a healthy
84%, reflecting a three-point increase from the financial
year 2022- 2023. This reflects its steadfast commitment
to fostering a supportive and engaging work environment.
By prioritizing growth, culture, recognition, and work-life
balance, the Company continues to enhance employee
satisfaction. The Company has made significant investments
in KECares, its comprehensive wellness initiative that
encompasses physical, mental, and financial well-being.

Diversity and Inclusion are core values embedded in the
Company’s culture. By ensuring equal opportunities for all,
the Company cultivates a dynamic and inclusive workforce
that drives innovation and collaboration. Aligned with this
vision, the Company has witnessed an increase in its
diversity ratio from 5.8% in the financial year 2023-24 to
7.1% in the financial year 2024-25.

Employee relations remained harmonious throughout
the year. As of March 31, 2025, the Company had 6,452
permanent employees, excluding subsidiaries. The Board
extends its sincere appreciation to all employees for their
dedication, teamwork, and unwavering commitment, which
has been instrumental in the Company’s continued success.

25. INTEGRATED ANNUAL REPORT

The Company has voluntarily provided Integrated Annual
Report for the financial year 2024-25, prepared as per IR
Framework recommended by the International Integrated

Reporting Council 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.

26. OTHER DISCLOSURES

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.

27. ACKNOWLEDGEMENT

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.

28. ANNEXURES

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’.

For and on behalf of the Board of Directors
Harsh V. Goenka

Place: Mumbai Chairman

Date: May 26, 2025 (DIN: 00026726)