1. We have audited the accompanying standalone financial
statements of KEC International Limited (“the Company”),
which comprise the Balance Sheet as at March 31, 2025,
and the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows for the year then
ended, and notes to the standalone financial statements,
including material accounting policy information and other
explanatory information in which are included the fi nancial
statements/financial information for the year ended on that
date audited by the branch auditors of the Company’s
39 branches located at Abu Dhabi, Afghanistan, Algeria,
Bangladesh, Benin, Bhutan, Burundi, Burkina Faso,
Cameroon, Egypt, Ethiopia, Georgia, Ghana, Guinea,
Ivory Coast, Jordan, Kenya, Kuwait, Libya, Malaysia, Mali,
Moldova, Morocco, Mozambique, Nepal, Nigeria, Oman,
Papua New Guinea, Philippines, Senegal, Sierra Leone,
South Africa, Sri Lanka, Tanzania, Thailand, Togo, Tunisia,
Uganda and Zambia and financial statements/financial
information of 34 jointly controlled operations consolidated
on a proportionate basis. (refer Note 49 to the attached
standalone financial statements) (hereinafter referred to as
“standalone financial statements”).

2. In our opinion and to the best of our information and
according to the explanations given to us and based
on the consideration of reports of branch auditors and
other auditors on audited financial statements/financial
information of branches and jointly controlled operations,
the aforesaid standalone financial statements give the
information required by the Companies Act, 2013 (“the
Act”) in the manner so required and give a true and fair
view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company
as at March 31, 2025, and total comprehensive income

(comprising of profit and other comprehensive income),
changes in equity and its cash flows for the year then ended.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the
Act. Our responsibilities under those Standards are further
described in the “Auditor’s Responsibilities for the Audit of
the Standalone Financial Statements” section of our report.
We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements
that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained
and the audit evidence obtained by the branch auditors
and other auditors in terms of their reports referred to in
sub-paragraphs 14 and 15 of the “Other Matter” section
below, is sufficient and appropriate to provide a basis
for our opinion.

EMPHASIS OF MATTER

4. We draw attention to Note 63 to the standalone financial
statements, regarding an ongoing investigation by a
government agency. The impact of the matter, if any, on
the standalone financial statements would be dependent
on the outcome of this investigation.

Our opinion is not modified in respect of the above matter.

KEY AUDIT MATTERS

5. Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period. These matters
were addressed in the context of our audit of the financial
statements as a whole and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.

OTHER INFORMATION

6. The Company’s Board of Directors is responsible for the
other information. The other information comprises the
information included in the annual report but does not
include the financial statements and our auditor’s report
thereon. The annual report is expected to be made available
to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit, or otherwise appears to
be materially misstated.

When we read the annual report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and take appropriate action as applicable under the relevant
laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND THOSE
CHARGED WITH GOVERNANCE FOR THE STANDALONE
FINANCIAL STATEMENTS

7. The Company’s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance, changes in equity and cash flows
of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards specified under Section 133 of
the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

8. I n preparing the standalone financial statements,
management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for
overseeing the Company’s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE

STANDALONE FINANCIAL STATEMENTS

9. Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

10. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:

• I dentify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to standalone financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management’s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or

conditions that may cast significant doubt on the
Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s
report to the related disclosures in the financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions
may cause the Company to cease to continue as
a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding
the financial information of the branches and jointly
controlled operations within the Company to express
an opinion on the standalone financial statements.
We are responsible for the direction, supervision and
performance of the audit of the financial statements
of such entities included in the consolidated financial
statements of which we are the independent auditors.
For the other entities included in the standalone
financial statements, which have been audited by
branch auditors and other auditors, such branch
auditors and other auditors remain responsible for the
direction, supervision and performance of the audits
carried out by them. We remain solely responsible for
our audit opinion.

11. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

12. We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

13. From the matters communicated with those charged with
governance, we determine those matters including those
reported by the branch auditors and other auditors that were
of most significance in the audit of the standalone financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated
in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

OTHER MATTER

14. The financial statements/financial information of 38
Branches and 32 jointly controlled operations included
in the standalone f nancial statements of the Company
reflect total assets of ' 3,637 crores and net assets of
' 450 crores as at March 31, 2025, total revenue from
operations of ' 2,065 crores, net profit after tax of ' 26
crores, total comprehensive income (comprising of profit
and other comprehensive loss) of ' 6 crores and net cash
inflows amounting to ' 44 crores for the year then ended.
These financial statements and other financial information
have been audited by branch auditors and other
auditors whose reports have been furnished to us by the
management, and our opinion on the standalone financial
statements including other information in so far as it relates
to the amounts and disclosures included in respect of these
branches and jointly controlled operations, is based on the
reports of such branch auditors and other auditors and the
procedures performed by us. Material uncertainty related to
going concern has been reported by 1 branch, on account
of losses incurred during the year by this branch, which is
not material in relation to the operations of the Company.

15. The financial statements/financial information of 1 branch
and 2 jointly controlled operations located outside India,
included in the standalone financial statements, which
constitute total assets of ' 1,923 crores and net assets
of ' 591 crores as at March 31, 2025, total revenue from
operations of ' 2,384 crores, net profit after tax of ' 219
crores, total comprehensive income (comprising of profit
and other comprehensive income) of ' 238 crores and net
cash outflows amounting to ' 6 crores for the year then
ended, have been prepared in accordance with accounting
principles generally accepted in their respective countries
and have been audited by branch auditor and other
auditors under generally accepted auditing standards
applicable in their respective countries. The Company’s
management has converted the financial statements/
financial information of such branch and jointly controlled
operations located outside India from the accounting
principles generally accepted in their respective countries
to the accounting principles generally accepted in India.
We have audited the conversion adjustments, if any, made
by the Company’s management. Our opinion in so far as
it relates to the balances and affairs of such branch and
jointly controlled operations located outside India, is based
on the report of such branch auditor and other auditors and
the conversion adjustments prepared by the management
of the Company and audited by us. Material uncertainty
related to going concern has been reported by 1 jointly
controlled operation, on account of trading being dissolved
during the year by this jointly controlled operation, which is
not material in relation to the operations of the Company.

Our opinion on the standalone financial statements and
our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters of

our reliance on the work done and reports of the branch
auditors and other auditors.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

16. As required by the Companies (Auditor’s Report) Order, 2020
(“the Order”), issued by the Central Government of India in
terms of sub-section (11) of Section 143 of the Act, we give
in the Annexure B a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

17. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) I n our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books and
the reports of the branch auditors and other auditors
except for the matters stated in paragraph 17(i)(vi)
below on reporting under Rule 11 (g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended).

(c) The reports on the accounts of the branch offices of
the Company audited under Section 143(8) of the Act
by branch auditors have been sent to us and have
been properly dealt with by us in preparing this report.

(d) The Balance Sheet, the Statement of Profit and
Loss (including other comprehensive income), the
Statement of Changes in Equity and the Statement of
Cash Flows dealt with by this Report are in agreement
with the books of account and the financial information/
financial statements received from branches and the
jointly controlled operations.

(e) In our opinion, the aforesaid standalone financial
statements comply with Indian Accounting Standards
specified under Section 133 of the Act.

(f) On the basis of the written representations received
from the directors as on April 1, 2025 taken on
record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025, from
being appointed as a director in terms of Section
164(2) of the Act.

(g) With respect to the maintenance of accounts and
other matters connected therewith, reference is made
to our remarks in paragraph 17(b) above on reporting
under Section 143(3)(b) and paragraph 17(i)(vi) below
on reporting under Rule 11 (g) of the Companies (Audit
and Auditors) Rules, 2014 (as amended).

(h) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and its branches, and the

Company or any of the branches shall,
whether directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”)
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries
(Refer Note 9.8 to the standalone financial
statements); and

(c) Based on such audit procedures that we
considered reasonable and appropriate in
the circumstances performed by us and
those performed by the branch auditors,
nothing has come to our or branch auditors
notice that has caused us or branch
auditors to believe that the representations
under sub-clause (a) and (b) contain any
material misstatement.

v. The dividend declared and paid by the Company
during the year is in compliance with Section
123 of the Act.

vi. Based on our examination, which included
test checks and that performed by the Branch
auditors, the Company and its branches have
used an accounting software for maintaining
its books of account which has a feature of
recording audit trail (edit log) facility and that
has operated throughout the year for all relevant
transactions recorded in the software, except
that in case of the Company, the audit trail is
not maintained in case of any changes by users
with certain privileged access and for any direct
database changes to its accounting software.
During the course of our audit and basis the
report of the branch auditors, except for the
aforesaid instance, where the question of our
commenting on whether the audit trail has been
tampered with does not arise, we or the branch
auditors did not notice any instance of audit trail
feature being tampered with.

18. The Company has paid/provided for managerial
remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with
Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Sumit Seth

Partner

Place: Mumbai Membership Number: 105869

Date: May 26, 2025 UDIN: 25105869BMOPCD8789