2. PERFORMANCEOverall Financial Performance

The Company continued the growth momentum in
Revenue, Profitability and Order Intake during the year
despite a challenging operating environment marked by
geopolitical tensions in the Middle East during Q4 FY26 and
labour shortages which were experienced by the industry
throughout the year.

On a consolidated basis, the Company recorded revenue
of ' 23,506 Crore, growing by 8% over the previous year.
The growth was primarily driven by the Power Transmission
& Distribution (T&D) and Cables businesses. In line with its
strategic focus, the contribution of the T&D segment to
overall revenues increased to 68%, as compared to 59% in
the previous year. The Company’s EBITDA margin improved
to 7.1% from 6.9% in the previous year and profit margins
before tax and exceptional items have expanded by 30
basis points to 3.6% from 3.3%. The Company achieved a
Profit before Tax of ' 789 Crore and PAT of ' 606 Crore.

The Company secured an order intake of ' 25,280 Crore
during the year. Over 70% of this order intake is in the T&D

business. The Company has a well-diversified and healthy
order book of ' 36,267 Crore as on March 31,2026.

Power Transmission & Distribution - The T&D business
recorded revenues of ' 15,883 Crore for the year, a growth
of 24% 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 around ' 17,700 Crore across
India, the Middle East, Americas, Africa and Commonwealth
of Independent States (“CIS”).

In India, the transmission sector is witnessing a structural
shift. The large intra-state projects, traditionally executed
by state utilities, are increasingly moving to the Tariff
Based Competitive Bidding (“TBCB”) route. This transition
has also resulted in several utilities and private players
participating in TBCB tenders as developers resulting
in several new players securing TBCB projects during
the year. Consequently, the share of these players has
increased significantly to around 80%, compared to
around 45% in the previous year. In line with this trend, the
Company continues to scale up its presence with private
sector clients, securing around ' 3,600 Crore of orders from
private players and State Electricity Boards during the year.

This includes its largest-ever domestic T&D order of over
' 1,000 Crore from a reputed private player for an integrated
order including 765 kV transmission line and a 765/400
kV AIS substation. The business has also strengthened
its position in the High Voltage Direct Current (“HVDC”)
segment with three new orders during the year. The first
HVDC converter station project built by the Company
has been successfully commissioned in Maharashtra.
The Company is currently executing five HVDC projects.

The outlook for the T&D sector in India remains encouraging.
Power demand continues to rise, driven by economic
expansion, vehicle electrification and evolving weather
patterns. Transmission capacity is increasingly emerging as
a critical bottleneck amidst rising grid congestion, leading
to a sharper policy and execution focus on strengthening
the grid infrastructure. Reflecting the accelerated pace
of energy transition and rising electricity demand, the
government has enhanced its non-fossil fuel capacity
target from around 500 GW by 2030 to 900 GW by 2035.
This will drive significant investments in transmission lines,
substations, green energy corridors and inter-regional
connectivity, translating into a robust multi-year opportunity
pipeline for the sector.

In International T&D, the Company continues to strengthen
and diversify its global presence, with order wins exceeding
' 11,300 Crore during the year, representing a robust
growth of 36% over the previous year. A key highlight
was the strong revival of order inflows from Africa and
CIS, alongside sustained momentum in the Middle East.
Notable wins in the Middle East included the first-ever
380 kV substation order in Saudi Arabia, as well as the
largest composite order in Saudi Arabia of the Company
comprising transmission lines, substations and extra-high
voltage (EHV) cabling.

The International T&D sector is witnessing unprecedented
growth, driven by rising electricity demand, renewable
energy integration, grid modernisation programmes and
the emergence of energy-intensive technologies such as
AI and data centres. In the Middle East, these structural
growth drivers will be further complemented by the need
for grid strengthening, network resilience and potential
infrastructure rebuilding and modernisation efforts in certain
markets. At the same time, the Company is witnessing a
recovery in Africa with increased tendering activity post the
COVID slowdown, along with expanding opportunities in
the CIS region. In the SAARC region, improving political
stability in Bangladesh and Nepal is expected to support
a gradual revival in demand. The Americas also continue
to present strong opportunities, particularly in US, Brazil
and Mexico, driven by sustained demand for towers,
hardware and poles.

In SAE Towers, the business achieved revenues of
' 1,800 Crore for the year, growing 36% over last year.
The business continues to witness strong demand traction,
with order inflows of around ' 2,000 Crore during the year.

These orders are for the supply of Towers, Hardware, Poles
and Engineering services and span across the US, Mexico,
and Brazil. The business now boasts a healthy order book
and L1 position exceeding ' 2,600 Crore. The Company
continues to reduce its debt levels in SAE Towers.

Civil - The business has achieved revenues of ' 3,823
Crore for the year. The revenues could have been higher
but for the labour constraints, delayed release of work
front in some projects and slower release of payments in
the Water projects. The business strengthened its portfolio
with order inflow of over ' 5,000 Crore, a growth of more
than two times over the previous year. During the year,
the business has secured orders across high-growth
segments such as Semiconductors, Hospitals, Thermal
Power, Metals & Mining, Residential and Commercial real
estate. While strengthening its presence in core segments
such as Buildings & Factories, Data Centres and Public
Spaces, the business is focusing on new segments of
Urban Infrastructure including Underground Metros,
Underground Stations, Underground Tunnels and Pumped
Storage Projects, opening up a large growth opportunity.
The business also entered new EPC areas such as
semiconductors and thermal power plant during the year.

Transportation - The business has achieved revenues
of ' 1,555 Crore for the year. In line with its strategy, the
Company continues to remain selective and calibrated
in this segment. During the year, the business secured
orders of over ' 540 Crore, including projects in the Train
Collision Avoidance System (TCAS) under Kavach as well
as a railway siding project from a private sector client.
With the Government’s continued focus on railway safety,
modernization, and indigenization, initiatives such as
Kavach are expected to witness wider adoption over the
medium term. The Company has also started execution
on its first Ropeway project. The focus remains on
fast-tracking project closures, optimizing working capital
and selectively pursuing domestic as well as international
opportunities for growth.

Cables - The Cables business was transferred to a wholly
owned subsidiary, KEC Asian Cables Limited effective
January 01,2025, for better strategic focus. The business
recorded revenues of ' 2,217 Crore, growing by 23%
over the previous year. The profitability of this business
is also witnessing consistent improvement, driven by
better product mix and cost optimisation. The business
continues to witness steady inflow of orders. The business
had commissioned its Aluminium Conductor plant in
March 2025 strengthening its manufacturing and product
portfolio. During the year, the business successfully
supplied Aluminium conductors, including ACSR and AL59
conductors, to various customers across India. On the new
product front, Elastomeric cables are slated to commence
production later in the FY 2026-27, followed by the start of
the E-Beam process.

Renewables - The business has achieved revenues of
' 516 Crore. In a significant development, the business
forayed into the Wind Energy segment with orders for a
100 MW Wind Project in Southern India from a renowned
private developer. The Company has successfully
commissioned a record 1,000 MW of solar capacity across
Rajasthan and Karnataka. These projects are among the
largest tracker-based installations in India. The Company
continues to pursue selective opportunities in Solar, Wind
and Battery Energy Storage System (BESS) segments and is
well positioned to secure additional orders in the near term.

Oil & Gas Pipelines - The business has achieved revenues
of ' 258 Crore for the year. The business secured two
international orders in the Africa & Middle East regions.
The business entered the important Middle East region
with a composite station works project, unlocking a large
and attractive growth market. Geopolitical developments
in West Asia are expected to accelerate investments in
energy security, creating additional opportunities in pipeline
infrastructure. The business remains focused on expanding
its international footprint.

3. DIVIDEND

The Board of Directors have 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, 2026. The said dividend, if approved by the
Members at the ensuing Annual General Meeting, would
entail a cash outflow of about ' 146.41 Crore. The dividend
recommended is based on the parameters mentioned in
the Company’s Dividend Distribution Policy.

Dividend Distribution Policy

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, 2026 was ' 53.24 Crore, divided into
26,62,00,000 equity shares of nominal value of ' 2/- each.
The equity shares of the Company are listed on the BSE
Limited and the National Stock Exchange of India Limited.
There was no change in the share capital of the Company
during the year under review.

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 Companies Act, 2013 (“Act”).
As on March 31, 2026, there were no deposits lying
unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

The loans and guarantees given, investments made 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 disclosed 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 Regulation 34(2) of the 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, 2026, the Company has 17 (seventeen)
subsidiaries, comprising 8 (eight) direct subsidiaries and
9 (nine) step-down subsidiaries. The Company also has
1 (one) associate company.

During the year under review, SAE Towers Construcao
Ltda., a wholly-owned dormant step-down subsidiary of
the Company, has been voluntarily liquidated effective
August 01,2025.

Further, during the year under review, the Board of Directors
of the Company have approved sale of stake of 99% of
equity shares (ordinary shares) and 100% preference shares
held by the Company in its wholly owned subsidiary, KEC
Investment Holdings, to another wholly owned subsidiary,
KEC Towers LLC. The Company has applied for requisite
regulatory approvals and is awaiting receipt of the same.

The Board of Directors of the Company, at their meeting
held on May 16, 2026, approved the Scheme of Merger
by Absorption of KEC Spur Infrastructure Private Limited,
a wholly owned subsidiary, with the Company, under
Sections 230 to 232 and other applicable provisions of
the Act, read with relevant rules and regulations framed
thereunder, subject to requisite approvals.

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, to the best of its knowledge and
belief, hereby confirm that:

1. in the preparation of the annual accounts for the
financial year ended on March 31,2026, 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 31,2026 and of the profit of the
Company for the year ended on March 31, 2026;

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, 2026 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 PERSONNEL12.1 Directors

The Board composition of the Company as on March 31,
2026, 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:

The Board and Members of the Company approved
the appointment of Mr. Harsh Vardhan Shringla as an
Independent Director of the Company, for a term of five
years, with effect from August 09, 2025.

Re-appointment:

The Board and Members of the Company approved the
re-appointment of Mr. Vimal Kejriwal as the MD & CEO
of the Company for a period of one year with effect from
April 01,2026.

The Board approved the appointment/re-appointment 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:

Ms. Nirupama Rao ceased to be an Independent Director
of the Company with effect from July 28, 2025, end of the
day, on completion of her second term.

The Board placed on record its sincere appreciation for
the contribution made by Ms. Rao during her 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. Vimal Kejriwal, MD & CEO, 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. Kejriwal 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 31,2026, 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 and
Compliance Officer

During the year under review, there were no changes in the
Key Managerial Personnel of the Company.

12.3 Declaration by Independent Directors

In 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. There has been no change in the
circumstances affecting their status as an Independent
Director during the year. Further, the Independent Directors
of the Company have also confirmed that they are in
compliance with the Code for Independent Directors
prescribed in Schedule IV to the Act.

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 hold the highest standards of integrity
and possess requisite qualifications, experience and
expertise, the details thereof are provided in the Corporate
Governance Report forming part of this Integrated Annual
Report. The Independent Directors of the Company are
compliant with the provisions of Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

12.4 Board Evaluation

The Board has carried out an annual performance
evaluation of its own performance, individual Directors 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 16,
2026, 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 Corporate Governance Report
and are also available on the Company’s website i.e.
www.kecrpg.comunder ‘Investors’ tab.

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

The Board of Directors have adopted a Nomination
and Remuneration Policy in terms of the provisions of
sub-section (3) of Section 178 of the Act and Regulation
19 read with Part D of Schedule II of 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.comunder
‘Investors’ tab.

12.7 Meetings of the Board of Directors

During the year under review, the Board of Directors met
five times, details of which are provided in the Corporate
Governance 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 2025-26 for all the
Committees are given in the Corporate Governance Report.

13. AUDITORS13.1 Statutory Auditors and Auditors’ Report

Pursuant to the provisions of Section 139 of the Act read
with the Companies (Audit and Auditors) Rules, 2014,
M/s. 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
(“AGM”) until the conclusion of the Twenty Second AGM to
be held in the year 2027.

The Statutory Auditors’ Report for FY 2025-26 does not
contain any qualifications, reservations, adverse remarks
or disclaimers.

The Board, on recommendation of the Audit Committee,
approved the appointment of M/s. Deloitte Haskins &
Sells Chartered Accountants LLP, Chartered Accountants
(Firm registration No. 117364W/W-100739) as Statutory
Auditors of the Company, for a term of five consecutive
years effective from the conclusion of the Twenty Second
AGM to be held in the year 2027, subject to the approval of
the Members. The proposed appointment will be placed for
approval of the Members at the Twenty Second AGM.

13.2 Cost Auditors and Cost Audit Report

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 three steel
structure manufacturing facilities in India and have the
cost records audited by a qualified Cost Accountant and
accordingly such records have been maintained.

The Board, on recommendation of the Audit Committee,
had approved appointment of M/s. Kirit Mehta and Co.
LLP, Cost Accountants (Firm Registration No.: 000353)
as Cost Auditors of the Company for FY 2026-27 and
recommended their remuneration to the Members for
ratification at the ensuing Annual General Meeting.

The Cost Auditors’ Report for FY 2024-25 does not contain
any qualifications, reservations, adverse remarks or
disclaimers. The said Cost Audit Report was filed with the
Ministry of Corporate Affairs within prescribed timelines.

13.3 Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A and other applicable provisions of the
SEBI Listing Regulations, M/s. Parikh Parekh & Associates,
Peer Reviewed Firm of Company Secretaries in Practice
(Firm Registration No. P1987MH010000), were appointed
as the Secretarial Auditors of the Company to hold office

for a term of five consecutive years, commencing from
FY 2025-26 till FY 2029-30.

The Secretarial Audit Report in Form MR-3, for FY 2025-26,
does not contain any qualifications, reservations or adverse
remarks. The said Secretarial Audit Report is annexed to
this Report as Annexure ‘B’.

13.4 Internal Auditors

In terms of the provisions of Section 138 of the Act, Grant
Thornton Bharat LLP were re-appointed as the Internal
Auditors of the Company for FY 2026-27.

Details in respect of Frauds Reported by Auditors under
Section 143(12) of the Act

During the year under review, no frauds were reported by any
of the auditors to the Audit Committee or the Board under
Section 143(12) of the Act read with Rules made thereunder.

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 as well as the
review and recommendation of a Sustainability Report
to the Board. Details of the composition of the SCSR
Committee have been disclosed separately as part of the
Corporate Governance 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, employability (rural upliftment), development,
heritage conservation and revival, etc. The CSR Policy of
the Company is available on the Company’s website i.e.
www.kecrpg.comunder ‘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 2025-26 for the applicable
projects. The Impact Assessment Report is available
on the Company’s website athttps://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 the Code
to address matters pertaining to the prevention, prohibition,
and redressal of sexual harassment at the workplace and
Internal Complaints Committees have 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.

Details of complaints of sexual harassment received and
resolved by the Company during the period under review:

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has
established a robust vigil mechanism, in accordance with the
provisions of sub-section (9) of Section 177 of the Act read
with applicable Rules framed thereunder and Regulation 22
of the SEBI Listing Regulations. This framework enables the
Directors, its Employees as well as external stakeholders
(customers, vendors, suppliers, outsourcing partners,
etc.) to raise their concerns or observations without fear
of retaliation, or to 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 protection of confidentiality of
individuals 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 preserve anonymity, the
Policy provides direct access for reporting of grievances
or concerns 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 geography concentration, geo-political uncertainties,
project execution, commodity price variation and Legal
& Contractual risks have become increasingly important.
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 periodic 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
key 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 during the financial year 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.comunder ‘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, the Annual Return of the
Company as on March 31,2026, is available on the website
of the Company i.e. www.kecrpg.com under ‘Investors’ tab.

21. ENVIRONMENT, HEALTH AND SAFETY

The Company remains steadfast in its commitment to
maintaining the highest standards of Environment, Health
and Safety (EHS) across all its operations. EHS continues
to be an integral component of the Company’s operational
governance framework, with a sustained focus on
risk prevention, regulatory compliance and continual
improvement. During the year, the Company undertook
several initiatives to further strengthen the implementation
of EHS management systems across all business verticals
with the objective of ensuring an incident-free and safe
workplace for employees, contractors and all stakeholders
associated with its operations.

As part of its commitment to operational excellence and
responsible business practices, the Company continues
to maintain certification under internationally recognized
Integrated Management System (IMS) standards.
These include ISO 9001:2015 for Quality Management,
ISO 14001:2015 for Environmental Management and
ISO 45001:2018 for Occupational Health and Safety
Management across its project sites, offices and
manufacturing facilities. In addition, the Company maintains
ISO 50001:2018 certification for Energy Management at its

plant locations, reflecting its continued focus on efficient
energy utilization and environmental sustainability.

During the year, the Company further strengthened its digital
EHS management framework through the enterprise-wide
deployment of the RAKSHA digital platform, enabling
standardized and real-time EHS reporting and monitoring
across all business verticals. The platform integrates
several key safety management modules including E-Work
Permits, Last Minute Risk Assessment (LMRA), Hazard
Identification and Risk Assessment (HIRA), Safety MIS
reporting, EHS assessments, Unsafe Act and Unsafe
Condition reporting, Work Stop Notice (WSN) and incident
reporting with investigation workflows. The digital platform
enhances transparency, strengthens monitoring of leading
safety indicators and facilitates timely escalation of
critical risks, thereby supporting informed and data-driven
decision-making. In recognition of the Company’s
innovation in digital EHS management, RAKSHA platform
was granted a patent during the year titled “System and
Methods for Managing Safety in an Environment”.

Recognizing the critical nature of high-risk activities
across project sites, the Company continues to implement
a Comprehensive Fatality Prevention Plan focused on
identifying and managing critical risks, strengthening
engineering and administrative controls and improving
supervisory oversight. This structured approach aims to
prevent serious incidents and fatalities by ensuring robust
risk mitigation measures across operational locations.

The Company also continues to invest in strengthening EHS
competencies and safety awareness across its workforce
through structured training and engagement programs.
During the financial year, Advanced training methodologies,
including Virtual Reality (VR)-based safety training, were
deployed to simulate real-life construction and industrial
scenarios, enabling employees and workmen to better
identify hazards and implement appropriate preventive
measures. Regular toolbox talks, safety campaigns, mock
drills and initiatives such as the “Back to Basics” program
were conducted across project sites and manufacturing
facilities to reinforce a proactive safety culture.

The Company’s sustained commitment to EHS excellence
was recognized during the year through several awards
and accolades from reputed national and international
institutions, including the British Safety Council, RoSPA,
National Safety Council of India, OHSSAI Global EHS &
ESG Awards, CIDC Vishwakarma Awards, Apex India
Occupational Health and Safety Awards and the World
Safety Organization. A significant milestone during the
year was the receipt of prestigious British Safety Council
Sword of Honour Award by Civil business for the FMCG
Factory Project at Sri City, recognizing excellence in EHS
management. Several projects were also commended
by clients for achieving significant milestones in safe
man-hours without any Lost Time Injury. The Company
maintains a comprehensive internal audit and assurance
framework, including 76 corporate audits alongside
regional and site audits. This systematic process has
strengthened compliance and elevated safety culture
across the organization.

Going forward, the Company will continue to strengthen
its EHS governance through the integration of digital
technologies, enhance risk management systems and
keep focus on capability building initiatives for frontline
supervisors and last mile contractors thereby achieving
organizational resilience and sustainable value creation.

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

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) and (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 Behavioral, 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
85%, reflecting a four-point increase from the financial
year 2022-23. This reflects the 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. The gender
diversity ratio of the Company stood at 7.2% for the
financial year 2025-26.

Employee relations remained harmonious throughout
the year. As of March 31, 2026, the Company had 6,032
permanent employees, exluding the 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 published an Integrated
Annual Report for the financial year 2025-26, prepared in
accordance with the Integrated Reporting (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. The Company has complied with the provisions
relating to the Maternity Benefit Act, 1961.

i. There are no proceedings pending under the
Insolvency and Bankruptcy Code, 2016.

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

k. 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 place on record their sincere appreciation to
the Government authorities in India and overseas for their
continued support. The Directors also extend their gratitude
to the Company’s stakeholders including customers,
vendors, suppliers, bankers, financial institutions, joint
venture partners and other business associates for their
co-operation and support provided to the Company during
the year. The Directors deeply appreciate the dedication,
commitment and contribution of employees, whose
collective efforts have been instrumental to the Company’s
progress. The Directors further express their heartfelt
gratitude to the Members of the Company for the trust and
confidence reposed in the Board.

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
(“CSR”) Activities for FY 2025-26 - Annexure ‘C’

d. Conservation of Energy, Technology Absorption and
Foreign Exchange earnings and outgo - Annexure ‘D’

e. Information required under rule 5(1) 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 16, 2026 (DIN: 00026726)