The Directors are pleased to present the Twentieth Annual Report (Integrated) of the Company together with Consolidated andStandalone Audited Financial Statements of the Company for the financial year ended on March 31, 2025.
1. FINANCIAL RESULTS
Particulars
Consolidated
Standalone
FY 2024-25
FY 2023-24
Revenue from Operations
21,846.70
19,914.17
19,177.75
17,383.35
EBITDA
1,527.80*
1,214.57
1,061.10*
847.81
Finance Cost
663.59
655.13
581.19
572.71
Depreciation & Amortisation
183.68
185.36
145.81
145.57
Profit before Tax (PBT)
727.49
426.49
417.96
191.58
Tax Expenses
156.75
79.71
94.08
44.05
Profit After Tax (PAT)
570.74
346.78
323.88
147.53
Dividend on equity shares
146.41
102.84
* Includes an amount of ' 24 Crore, received as a part of arbitration award in FY25
The Company continued its growth momentum with thehighest ever order intake, revenue and profits. The Companyhas successfully undertaken several strategic initiativesand developed niche capabilities across businesses,positioning itself for sustained growth and value creation.
On a consolidated basis, the Company recorded revenueof ' 21,847 Crore, growing by 10% over the previous year.The growth was primarily driven by T&D businesses, bothIndia and International, as well as strong performances inthe Renewables and Cables businesses. The Company’sEBITDA grew by 26% over the previous year and EBITDAmargin expanded by 90 bps to 7.0% as against 6.1% lastyear. PBT increased by 71% over the previous year to ' 727Crore 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 inthe T&D business.
The Company has a well-diversified and strong order bookof ' 33,398 Crore as on March 31, 2025, which grew by13% over the previous year.
business has delivered a healthy performance, achieving amilestone revenue of ' 12,833 Crore for the year, a growthof 23% over the previous year. The growth was driven by
robust execution across both domestic and internationalmarkets. The business has significantly expanded its orderbook with order inflows of close to ' 18,000 Crore acrossIndia, Middle East, Americas, SAARC, Africa, Asia Pacific,CIS and Australia.
In India T&D, the business witnessed good traction as itsecured orders of over ' 7,200 Crore, a growth of more than20% over the previous year. The Company has considerablystrengthened its order book with a series of strategicwins including multiple transmission lines and substationprojects from Power Grid Corporation of India (PGCIL) andprivate developers. During the year, the Company achievedtwo important milestones - securing its first-ever STATCOMorder, representing a strategic advancement in thesubstation value chain and strengthening its position in theHigh Voltage Direct Current (HVDC) space. Currently, theCompany is executing an HVDC Converter station projectspread over three locations and three HVDC transmissionline projects. Additionally, the Company is bidding for moreHVDC projects both in India and the overseas markets.The Company has successfully commissioned two DigitalSubstation projects of 765 and 400 kV GIS at Navsari,Gujarat, the first of their kind in India.
In International T&D, the Company continues tostrengthen and broaden its global presence, recordingorder wins exceeding ' 8,300 Crore, which has doubledas compared to last year driven by several high-valueorders secured in the Middle East across Saudi Arabia,UAE and Oman. During the year, the Company secured itslargest-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 theMiddle East, the Company’s manufacturing facility in Dubaiprovides a competitive edge and also helps in meeting thelocal content requirements. The business also bagged alandmark tower supply order from Australia, reflecting itsstrategic focus on expanding and diversifying its towersales footprint across global markets beyond Americasand Middle East.
In SAE Towers, the business recorded revenue of ' 1,325Crore for the year, degrowing by 8% primarily due to thesteep depreciation (nearly 15%) of the Brazilian Real (BRL)against United States Dollar (USD) over the last year.The business is witnessing significant traction with orderinflows surpassing ' 2,300 Crore, more than 2.5 timesthat of last year. These orders for the supply of Towers,Hardware and Poles, span across the US, Mexico, andBrazil. A significant milestone was the successful supplyof hardware products to the US market, paving the way forfuture 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 by25% from March 2024 levels to around ' 340 Crore.
With a robust order book and increase in tenderingin the T&D business, the Company embarked on adebottlenecking and capacity expansion initiative for itstower manufacturing plants with minimal investment.The Company has now completed capacity enhancementsat the Dubai, Jaipur and Jabalpur plants in India. With thesestrategic additions, the total tower manufacturing capacityhas increased by 46,000 MTPA, increasing from 4,22,200MTPA to 4,68,200 MTPA across six locations globally.This positions the Company strongly to cater to the growingdemand for transmission infrastructure, both domesticallyand in the international market.
The outlook for the T&D sector remains encouraging,driven by strong tendering activity across domestic andinternational markets. In India, the push to meet thecountry’s ambitious target of 600 GW of non-fossil fuelcapacity by 2032 is driving continuous investments intransmission lines, substations, and underground cabling.On the international front, the Company continues to seepromising opportunities across regions such as the MiddleEast, Africa, CIS, and the Americas. The Middle East iswitnessing strong tailwinds in the T&D sector as countriessuch as Saudi Arabia, UAE, and Oman build regionalinterconnections and scale up transmission to meetnational electrification and renewable energy goals.
Civil - The business has achieved revenues of ' 4,483Crore, a growth of 3% over the previous year. The businessstrengthened its portfolio with new orders exceeding' 2,400 Crore during the year. These orders span diversesectors such as factories, residential buildings anddefence. The business has also diversified its customerbase, onboarding several renowned clients in the industrial
and residential segments. The business is actively pursuinginternational opportunities especially in the water segment.
Transportation - The business has achieved revenue of' 2,112 Crore for the year, degrowing by 32% over theprevious year largely due to a conscious decision to be veryselective in order intake. The business continues to makesteady progress in physical completion of projects acrosssegments. The Company continues to remain cautiousin its approach on order intake in this sector consideringthe margin profile, working capital scenario and executiondynamics of this business. During the year, the businesshas secured orders of close to ' 2,200 Crore includingmaiden orders in the Ropeway and Gauge conversionsegments as well as prestigious orders in the TrainCollision Avoidance System (TCAS) and Tunnel ventilationsegments. Most of the orders secured this year do notinvolve execution on main line tracks that require blocksfrom the client, a challenge the Company is currently facingin the completion of some of its existing Railway projects.The Company continues its focus on fast-tracking projectclosures, optimizing working capital and pursuing selectinternational opportunities for growth.
Cables - The business has delivered a healthy performancewith revenue of over ' 1,800 Crore, growing 10% YoY andnotable improvement in proftability. In order to unlockvalue and sharpen focus on the business, the Company hassuccessfully transferred the Cables business to a whollyowned subsidiary, KEC Asian Cables Limited effectiveJanuary 01, 2025. The Company’s commitment to productdiversification and capacity expansion remains strong.During the year, the business successfully commissionedthe Aluminium conductor plant at its Vadodara facility.Looking at the demand momentum, the business hasnow initiated doubling of its conductor manufacturingcapacity. Additionally, the E-Beam and Elastomeric cablescapex projects are progressing well. The business remainsactively focused on exports and continues to expand itsinternational footprint by entering new markets. A majormilestone was the successful dispatch of UL-certifiedproducts, marking its entry into the US market.
Renewables - The business has delivered a stronggrowth of 92% over the previous year, achieving recordrevenue of ' 853 Crore. The execution of existing projectsis progressing smoothly, with several notable milestonesaccomplished during the year. The 500 MW solar projectin Karnataka has been partly commissioned. Additionally,work is progressing well on the 500 MW solar project inRajasthan. The Company continues to bid selectively foropportunities in this business.
Oil & Gas Pipelines - The business has reported revenueof ' 363 Crore. Growth has been subdued, primarilydue to a slowdown in tendering activities and executiondelays caused by right of way challenges. The businesshas widened its footprint by securing its first order in thecomposite space (including design, supply and build).
*From the date of incorporation i.e. for the period October 01, 2024 to March 31, 2025
The performance highlights of operating subsidiaries and their contribution to the overall performance of the Company duringthe financial year ended March 31, 2025 are as under:
Performance during Contribution to overall
Subsidiary FY 2024-25 (' in Crore) performance of the Company (%)
Revenue Profit After Tax Revenue Profit After Tax
KEC Spur Infrastructure Private Limited 347.91 18.81 1.59% 3.30%
KEC Asian Cables Limited* 595.35 31.23 2.73% 5.47%
SAE Towers Brasil Torres de Transmissao Ltda. 825.53 41.01 3.78% 7.18%
SAE Towers Mexico, S de RL de CV 499.76 45.34 2.29% 7.94%
SAE Towers Ltd. 202.43 (28.30) 0.93% (4.96)
KEC International (Malaysia) SDN.BHD. 214.09 16.90 0.98% 2.96%
KEC Towers LLC 657.49 63.31 3.01% 11.09%
KEC EPC LLC 1,097.76 87.12 5.02% 15.26%
The business is progressing well on the execution of itsfirst international project in Africa. The business is pursuingmore opportunities in the international markets.
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 atthe ensuing Annual General Meeting, would entail a cashoutflow of about ' 146.41 Crore.
I n terms of Regulation 43A of the Securities and ExchangeBoard of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, as amended (“SEBIListing Regulations”), the Company has formulateda Dividend Distribution Policy which details variousconsiderations based on which the Board may recommendor declare Dividend.
The Policy is available on the website of the Company athttps://www.kecrpg.com/policies.
The Company has not transferred any amount to reservesduring the year under review.
The paid-up Equity Share Capital of the Company as onMarch 31,2025, stands at ' 53.24 Crore.
During the year under review, the Company, raised anamount of ' 870.16 Crore, by way of Qualified InstitutionalPlacement (“QIP”), by issuing and allotting 91,11,630Equity Shares of face value of ' 2 each fully paid up at anissue price of ' 955 per Equity Share (including premiumof ' 953 per Equity Share) to eligible Qualified InstitutionalBuyers, in accordance with the SEBI (Issue of Capital andDisclosure Requirements) Regulations, 2018 as amended,and the Companies Act, 2013 read with the rules madethereunder, as amended (“Act”).
Consequent to QIP, the issued and paid-up Equity ShareCapital of the Company was increased from ' 51.42 Croreto ' 53.24 Crore, during the year.
During the year under review, the Company has notaccepted deposits from the public falling within the ambit
of Section 73 of the Act. As on March 31,2025, there wereno deposits lying unpaid or unclaimed.
The Company funds its subsidiaries, from time to time,in the ordinary course of business and as per the fundingrequirements, through equity, loan and/or guarantee(s) tomeet working capital requirements.
The loans given, investments made and guarantees givenand securities provided, if any, during the year underreview, are in compliance with the provisions of Section 186of the Act and details thereof are given in the notes to theStandalone Financial Statements.
I n accordance with the provisions of sub-section (3)of Section 129 of the Act and relevant SEBI ListingRegulations, the Consolidated Financial Statements ofthe Company, including the financial details of all thesubsidiary companies, forms part of this Annual Report.The Consolidated Financial Statements have been preparedin accordance with the Accounting Standards prescribedunder Section 133 of the Act.
As on March 31, 2025, the Company has 18 (eighteen)subsidiaries, comprising 8 (eight) direct subsidiaries and10 (ten) step-down subsidiaries. The Company has 1 (one)associate company.
During the year under review, pursuant to approval of theBoard of Directors of the Company at its meeting held onJuly 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, toserve as the operating entity of the Cables Business ofthe Company. Accordingly, the Cables Business of theCompany was transferred to KACL, as a going concern ona slump sale basis, effective January 01,2025.
Pursuant to the provisions of sub-section (3) of Section 129of the Act read with Rule 5 of the Companies (Accounts)Rules, 2014, the salient features of the Financial Statementsof each of the subsidiaries and associate companies are setout in the prescribed Form AOC-1 and the same forms partof the Financial Statements section of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, theFinancial Statements of these subsidiaries are uploadedon the website of the Company i.e. www.kecrpg.comunder ‘Investors’ tab. Further, in terms of the SEBI ListingRegulations, the Company has formulated a policy fordetermining its material subsidiaries and the same isavailable on the website of the Company at https://www.kecrpg.com/policies.
Pursuant to the provisions of clause (c) of sub-section (3)and sub-section (5) of Section 134 of the Act, the Board ofDirectors of the Company hereby confirm that:
1. i n the preparation of the annual accounts for thefinancial year ended on March 31,2025, the applicableAccounting Standards have been followed and nomaterial departures have been made from the same;
2. we have selected such accounting policies andapplied consistently and made judgments andestimates that are reasonable and prudent, so as togive a true and fair view of the state of affairs of theCompany as at March 31,2025 and of the profit of theCompany for the year ended on March 31, 2025;
3. we have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of the Act, forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
4. we have prepared the annual accounts for thefinancial year ended on March 31, 2025 on agoing concern basis;
5. we have laid down internal financial controls and thesame have been followed by the Company and that
such internal financial controls are adequate and wereoperating effectively; and
6. we have devised proper systems to ensure compliancewith the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
11. MANAGEMENT DISCUSSION AND ANALYSISREPORT, BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT AND CORPORATEGOVERNANCE REPORT
I n terms of Regulation 34 of the SEBI Listing Regulations,a separate section on Management Discussion andAnalysis Report, Business Responsibility and SustainabilityReport and Corporate Governance Report together with acertificate from a Practicing Company Secretary confirmingcompliance with the provisions relating to CorporateGovernance of the SEBI Listing Regulations are set out andform part of this Annual Report.
The Board composition of the Company as on March 31,2025, was as under:
Name
Category of Directorship
Mr. H. V. Goenka
Non-Executive Director,Chairman
Mr. Vimal Kejriwal
Managing Director & CEO
Mr. Arvind Singh
Independent Director
Mr. M.S. Unnikrishnan
Ms. Neera Saggi
Ms. Nirupama Rao
Dr. Shirish Sankhe
Mr. Vikram Gandhi
Mr. Vimal Bhandari
Mr. Vinayak Chatterjee
Non-Executive Director
Details of changes in the Board composition during the yearunder review and until the date of this Report, are as under:
i. The Board and Members of the Company approved theappointment of Ms. Neera Saggi as an IndependentDirector of the Company, for a term of five years, witheffect from March 27, 2024.
ii. The Board and Members of the Company approvedthe appointments of Mr. Vimal Bhandari andDr. Shirish Sankhe as Independent Directors ofthe Company, for a term of five years, with effectfrom May 07, 2024.
iii. The Board and Members of the Company approvedthe appointment of Mr. Arvind Singh as an IndependentDirector of the Company, for a term of five years, witheffect from June 01,2024.
i. The Board and Members of the Company approvedthe re-appointment of Mr. Vimal Kejriwal as theManaging Director and CEO of the Company for aperiod of one year with effect from April 01,2025.
ii. The Board and Members of the Company approvedthe re-appointments of Mr. Vikram Gandhi andMr. M. S. Unnikrishnan as Independent Directors ofthe Company, for a second term of five years witheffect from August 07, 2024 and November 08,2024, respectively.
The Board approved the appointments/re-appointments onthe recommendation of the Nomination and RemunerationCommittee, which in terms of the provisions of the Act andthe SEBI Listing Regulations, reviewed and evaluated thecomposition of the Board, including the skills, knowledgeand experience of the Directors.
i. Mr. A.T. Vaswani resigned as Independent Directorof the Company with effect from April 11, 2024, endof the day on account of his advancing age andrelated health issues.
ii. On completion of their respective tenures,Mr. Ramesh Chandak ceased to be an IndependentDirector of the Company with effect from May 07,2024, end of the day, and Mr. D. G. Piramal andMr. S. M. Trehan ceased to be Independent Directorsof the Company with effect from July 27, 2024,end of the day.
The Board has placed on record its appreciation for thecontributions made by the above Independent Directorsduring 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 theCompany, Mr. Vinayak Chatterjee, Director, is liable to retireby rotation at the ensuing Annual General Meeting andbeing eligible, has offered himself for re-appointment.
The agenda item with respect to the re-appointment ofMr. Vinayak Chatterjee along with his brief resume, expertiseand other details as required in terms of sub-regulation(3) of Regulation 36 of the SEBI Listing Regulations andSecretarial Standard - 2 on General Meetings, forms part ofthe Notice convening the ensuing Annual General Meeting.
Details of Key Managerial Personnel of the Company as onMarch 31,2025, are as under:
1. Mr. Vimal Kejriwal, Managing Director & ChiefExecutive Officer;
2. Mr. Rajeev Aggarwal, Chief Financial Officer; and
3. Mr. Suraj Eksambekar, Company Secretary.
Details of changes in the Key Managerial Personnelduring the year under review and until the date of thisReport, are as under:
(i) Mr. Amit Kumar Gupta, Company Secretary andCompliance Officer of the Company, resigned witheffect from close of business hours on May 09, 2024.
(ii) Mr. Suraj Eksambekar was designated as theCompliance Officer in terms of the SEBI ListingRegulations with effect from May 10, 2024 and wasappointed as the Company Secretary of the Companyw.e.f. July 26, 2024.
I n terms of the provisions of sub-section (6) of Section 149of the Act and Regulation 16 of the SEBI Listing Regulationsincluding amendments thereof, the Company has receiveddeclarations from all the Independent Directors of theCompany that they meet the criteria of independence,as prescribed under the provisions of the Act and theSEBI Listing Regulations, as amended. There has beenno change in the circumstances affecting their status asan Independent Director during the year. Further, theNon-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company, other thansitting fees, commission and reimbursement of expenses, ifany, incurred by them for the purpose of attending meetingsof the Board/Committee(s) of the Company.
The Board is of the opinion that the Independent Directors ofthe Company possess requisite qualifications, experienceand expertise and they hold the highest standards ofintegrity. The Independent Directors of the Company arecompliant with the provisions of Rule 6(4) of the Companies(Appointment & Qualification of Directors) Rules, 2014.
The Board has carried out an annual performance evaluationof its own performance, the Directors individually and of itsCommittees pursuant to the provisions of the Act and theSEBI Listing Regulations.
The Board evaluation was conducted through a structuredquestionnaire designed based on the criteria for evaluationlaid 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 agencyto facilitate the evaluation process.
A meeting of Independent Directors was held on March 06,2025, chaired by Mr. M. S. Unnikrishnan, Lead IndependentDirector for the meeting, to review the performance of theChairman and other Non-independent Director(s) of theCompany and the performance of the Board as a whole asmandated by Schedule IV of the Act and the SEBI ListingRegulations. The Independent Directors also discussedthe quality, quantity and timeliness of flow of informationbetween the Company management and the Board, whichis necessary for the Board to effectively and reasonablyperform their duties. The feedback of the meeting wasshared by Lead Independent Director with the Boardof the Company.
The action areas identified out of evaluation process havebeen discussed and are being implemented.
The details of the induction and familiarisation programmeare explained in the Report on Corporate Governanceforming part of this Annual Report and are also availableon the Company’s website i.e. www.kecrpg.com under‘Investors’ tab.
12.6 Policy on Appointment and Remuneration ofDirectors, Key Managerial Personnel and SeniorManagement Personnel
The Board of Directors has adopted a Nominationand Remuneration Policy in terms of the provisionsof sub-section (3) of Section 178 of the Act and theSEBI Listing Regulations dealing with appointment andremuneration of Directors, Key Managerial Personnel andSenior Management Personnel.
The Policy covers criteria for determining qualifications,positive attributes, independence and remunerationof its Directors, Key Managerial Personnel and SeniorManagement Personnel. The said Policy, as amended, isannexed to this Report as Annexure ‘A’and is also availableon the Company’s website i.e. www.kecrpg.com under‘Investors’ tab.
During the year under review, the Board of Directors met sixtimes. The details are given in the Corporate GovernanceReport forming part of this Annual Report.
The Board has duly constituted committees namely AuditCommittee, Nomination and Remuneration Committee,Sustainability and Corporate Social ResponsibilityCommittee, Stakeholders’ Relationship Committee,Risk Management Committee and Finance Committee,which function according to their respective rolesand defined scope.
Details of composition, terms of reference and numberof meetings held during the financial year 2024-25 forall the committees are given in the Report on CorporateGovernance forming part of this Annual Report.
Pursuant to the provisions of Section 139 of the Act andthe Companies (Audit and Auditors) Rules, 2014, PriceWaterhouse Chartered Accountants LLP, CharteredAccountants (Firm Registration No. 012754N/N500016),were appointed as the Statutory Auditors of the Companyto hold office for a second term of five years from theconclusion of the Seventeenth Annual General Meetinguntil the conclusion of the Twenty Second AnnualGeneral Meeting.
The Statutory Auditors’ Report for FY 2024-25 does notcontain any qualifications, reservations, adverse remarksor disclaimers and no fraud was reported by the Auditorsunder sub-section (12) of Section 143 of the Act.
In terms of Section 148 of the Act read with the Companies(Audit and Auditors) Rules, 2014, the Company is requiredto maintain cost records in respect of its steel manufacturingfacilities in India and have the cost records audited by aqualified Cost Accountant.
The Board of Directors of the Company at its meeting heldon May 26, 2025, on the recommendation of the AuditCommittee, approved the appointment of M/s. Kirit Mehtaand Co., Cost Accountants (Firm Registration No.: 000353)as the Cost Auditors for FY 2025-26 and has recommendedtheir remuneration to the Members for ratification at theensuing Annual General Meeting. The Cost Auditorshave furnished a certificate of their eligibility and consentfor appointment.
The Cost Auditors’ Report for FY 2023-24 does not containany qualifications, reservations, adverse remarks ordisclaimers and no fraud was reported by the Cost Auditorsunder sub-section (12) of Section 143 of the Act. The saidCost Audit Report was fled with the Ministry of CorporateAffairs on August 21, 2024.
I n terms of the provisions of Section 204 of the Act andRule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board hadappointed M/s. Parikh Parekh & Associates, Peer ReviewedFirm of Company Secretaries in Practice, as SecretarialAuditors to conduct Secretarial Audit for FY 2024-25.The Secretarial Audit Report in Form MR-3 is annexed tothis Report as Annexure ‘B’. The said Secretarial AuditReport does not contain any qualifications, reservationsor adverse remarks and no fraud was reported by theSecretarial Auditors under sub-section (12) of Section143 of the Act.
The Board of Directors of the Company, at its meetingheld on May 26, 2025 on recommendation of the AuditCommittee and pursuant to the provisions of Section 204of the Act and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 readwith Regulation 24A and other applicable provisions of theSEBI Listing Regulations, has approved the appointmentof M/s. Parikh Parekh & Associates, as Secretarial Auditorsfor a term of five consecutive years, commencing fromFY 2025-26 till FY 2029-30, subject to the approval ofthe Members at the ensuing Annual General Meeting.The Secretarial Auditor furnished a certificate of theireligibility and consent for appointment.
The Sustainability and Corporate Social Responsibility(“SCSR”) Committee of the Board of Directors inter alia givesstrategic direction to the Corporate Social Responsibility(“CSR”) initiatives, formulates and reviews annual CSRplans and programmes, formulates annual budget for theCSR programmes, monitors the progress on various CSRactivities and Sustainability. The sustainability areas interalia include a review of the performance on sustainabilitygoals, targets and strategy, review and recommendationof Sustainability Report to the Board. Details of thecomposition of the SCSR Committee have been disclosedseparately as part of the Corporate Governance Reportforming part of this Annual Report.
The CSR Policy of the Company adopted in accordancewith Schedule VII of the Act, outlines various CSR activitiesto be undertaken by the Company in the areas of promotingeducation, enhancing vocational skills, promoting healthcareincluding preventive healthcare, community development,heritage conservation and revival, etc. The CSR Policy ofthe 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 theCompanies (Corporate Social Responsibility Policy)Rules, 2014, carried out impact assessment through anindependent agency in FY 2024-25 for the applicableprojects. The Impact Assessment Report is available onyour Company’s website at https://www.kecrpg.com/corporate-governance-csr.
During the year under review, the Company continuedwith its ongoing CSR programmes in terms of the AnnualAction Plan of the Company. The Report on CSR activitiesas required under the Companies (Corporate SocialResponsibility Policy) Rules, 2014, is annexed to thisReport as Annexure ‘C’.
15. CODE OF CORPORATE GOVERNANCE & ETHICSAND POLICY ON PREVENTION OF SEXUALHARASSMENT OF WOMEN AT THE WORKPLACE
The Company has adopted the RPG Code of CorporateGovernance & Ethics (“the RPG Code/the Code”) whichis applicable to all the Directors and Employees of theCompany. The Code provides for matters related togovernance, compliance, ethics and other matters.The Code lays emphasis amongst others that all theactivities and business conducted are free from the influenceof corruption and bribery in line with the anti-corruption andanti-bribery laws and the Anti-Bribery and Anti-CorruptionPolicy and the Conflict-of-Interest Policy adopted by theCompany. The Corporate Governance & Ethics Committeeoversees the ethical issues and acts as a central bodyto monitor the compliance of the Code. The Companyconducts regular awareness workshops on the Code andrelated policies for employees right from the inductionstage to periodic refresher courses/assessments on amandatory basis to refocus them towards compliance ofthese policies.
I n accordance with the provisions of Sexual Harassmentof Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013, the Company has adopted a Policyon Prevention of Sexual Harassment at Workplace (“POSHPolicy”) to ensure prevention, prohibition and redressal ofsexual harassment at workplace. The POSH Policy has beenformed to prohibit, prevent, and deter the acts of sexualharassment at workplace and to provide the procedure forredressal of complaints pertaining to sexual harassment.An Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment.The Company values and hence provides an equalemployment opportunity and is committed for creating ahealthy working environment that enables employees towork without fear of prejudice, gender bias and sexualharassment. The Company also believes that all employeesof the Company have the right to be treated with dignity.The orientation programs for new employees includeawareness sessions on prevention of sexual harassmentand upholding the dignity of employees. During the year,the Company conducted awareness workshops for all theemployees. Two complaints were received during the yearunder the POSH Policy which were resolved.
The Company has a Whistle Blower Policy and hasestablished the necessary vigil mechanism, as envisagedunder the provisions of sub-section (9) of Section 177 ofthe Act, the Rules framed thereunder and Regulation 22 of
SEBI Listing Regulations for the Directors, its Employeesas well as external stakeholders (customers, vendors,suppliers, outsourcing partners, etc.) to raise their concernsor observations without fear, or report instances of anyunethical or unacceptable business practice or event ofmisconduct/unethical behavior, actual or suspected fraudand violation of RPG Code, etc.
The Policy provides for protecting confidentiality ofthose reporting violations as well as evidence submittedand restricts any discriminatory practices againstcomplainants. The Policy also provides for adequatesafeguards and protection against victimization of personswho avail such mechanism. To encourage employeesto report any concerns and to maintain anonymity thePolicy provides direct access for grievances or concernsto be reported to the Corporate Governance & EthicsCommittee, a Committee constituted for the administrationand governance of the Policy. The Policy also facilitatesdirect access to the Chairman of the Audit Committeein appropriate and exceptional cases. The Policy can beaccessed on the Company’s website i.e. www.kecrpg.comunder ‘Investors’ tab.
The Company is a global infrastructure major engaged inEngineering, Procurement and Construction business andis exposed to various risks in the areas it operates. In afast-changing and dynamic business environment, the riskof geo-political and economic uncertainties, commodityprice variation and currency fluctuation, interest ratefluctuation, execution and safety challenges and cyberthreats have increased manifold. The Company’s RiskManagement Policy outlines guidelines in identification,assessment, measurement, monitoring, mitigating andreporting of key business risks associated with the activitiesconducted. The risk management mechanism forms anintegral part of the business planning and review cycleof the Company.
The Policy is designed to provide reasonable assurancetowards achievement of its goals by integrating managementcontrol into daily operations, ensuring compliance withlegal requirements and safeguarding the integrity of theCompany’s financial reporting and the related disclosures.
The Company has a mechanism in place to inform the RiskManagement Committee and Board members about riskassessment, minimization procedures and periodical reviewthereof. The Risk Management Committee of the Companyinter alia reviews Enterprise Risk Management functionsof the Company and ensures appropriate methodology,processes and systems are in place to monitor and evaluaterisks associated with the business of the Company.
The Committee periodically validates, evaluates andmonitors key risks and reviews the measures taken for riskmanagement and mitigation. The key business risks faced
by the Company and the various mitigation measures takenby the Company are detailed in the Management Discussionand Analysis section forming part of this Annual Report.
Details in respect of the adequacy of internal financialcontrols with reference to the Financial Statements arestated in the Management Discussion and Analysis sectionforming part of this Annual Report.
All transactions entered into by the Company withrelated parties were in the ordinary course of businessand at arm’s length basis. The Audit Committee grantsan omnibus approval for the transactions that are in theordinary course of the business and repetitive in nature.For other transactions, the Company obtains specificapproval of the Audit Committee before entering into anysuch transactions. For material related party transaction,the Company obtains prior approval of the Members ofthe Company. A statement giving details of all RelatedParty Transactions is placed before the Audit Committeeon a quarterly basis for its review. Disclosure of relatedparty transactions as required under Indian AccountingStandards-24 have been made in the Note No. 55 to theStandalone Financial Statements.
There are no materially significant related party transactionsentered into by the Company with its Directors/KeyManagerial Personnel or their respective relatives, theCompany’s Promoter(s), its Subsidiaries / Joint Ventures/ Associates or any other related party, that may have apotential conflict with the interest of the Company at large.
The Policy on related party transactions, as formulatedby the Board, is available on the Company’s website i.e.www.kecrpg.com under ‘Investors’ tab.
As required under Section 92 and Section 134 of the Actread with Rule 12 of the Companies (Management andAdministration) Rules, 2014, a copy of Annual Return of theCompany is available on the website of the Company i.e.www.kecrpg.com under ‘Investors’ tab.
The Company has undertaken comprehensive measuresto ensure the effective and consistent implementationof Environment, Health, and Safety (EHS) management.In keeping with its overarching goal of creating anincident-free workplace for all stakeholders, the Companyhas taken extensive steps to guarantee the efficient anduniform application of EHS management principles acrossall of its verticals. The Company maintains certificationunder the international standards of the IntegratedManagement System as part of its commitment to EHSexcellence. These standards include ISO 9001:2015 forquality management, ISO 14001:2015 for environmental
management, ISO 45001:2018 for occupational health andsafety management at its sites, projects, and plants and ISO50001:2018 for energy management at its plant locations.
The Company has taken a significant step forward byadopting the RAKSHA digital platform for EHS reportingand the BRSR Tool for ESG compliance. These digitalsystems enable data-driven decision-making, strengthensafety standards and ensure robust regulatory compliance.The transition to digital EHS reporting has improvedoperational efficiency, streamlined processes, andfacilitated real-time reporting and issue escalation.
Introduction of features such as E-work permits, Last-minuteRisk Assessment (LMRA), Hazard Identification and RiskAssessment, Safety MIS, EHS Assessments, Unsafe Act/Unsafe Conditions, Communication of Risks and ControlMeasures, incident reporting, incident investigation andparallel implementation and Comprehensive FatalityPrevention Plan across all verticals in the RAKSHA app hashelped improve EHS compliances.
The Company’s continuous investment in advancedtechnologies, such as Virtual Reality (VR), reflects itscommitment to enhancing industry-specific EHS training.By prioritizing risk-based safety measures and skilldevelopment, the Company fosters a culture of continuousimprovement and safety across all verticals. The integrationof VR with other state-of-the-art tools allows employeesto engage in immersive, real-world training scenarios,effectively preparing them to identify and managepotential threats.
The Company has received numerous EHS awards andappreciations from its clients and other reputed organizationsthroughout the year, including the British Safety Council,the National Safety Council of India, Greentech Foundation,RoSPA Awards, Construction Industry DevelopmentCouncil (CIDC), SKOCH, Transformance Forum, GreenSeal- Brazil, ENOWA-NEOM- KSA, Afri-SAFE Awards, UBSForum and Vishwakarma Awards.
22. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO
The Company has a strong commitment towardsconservation of energy, natural resources and adoption oflatest technology in its areas of operation. The particularsrelating to conservation of energy, technology absorption,foreign exchange earnings and outgo, as required to bedisclosed under clause (m) of sub-section (3) of Section 134of the Act read with Rule 8 of the Companies (Accounts)Rules, 2014, is annexed to this Report as Annexure ‘D’.
I n terms of the requirements of sub-section (12) of Section197 of the Act read with sub-rule (1) of Rule 5 of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 as amended from time to time,
the disclosures pertaining to the remuneration and otherdetails, are annexed to this Report as Annexure ‘E’.
The statement containing names and other details of theemployees as required under sub-section 12 of Section197 of the Act read with sub-rules (2) & (3) of Rule 5 of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, forms part of the Annual Report.In terms of sub-section (1) of Section 136 of the Act, theAnnual Report is being sent to the Members and othersentitled thereto, excluding the aforesaid information.The said information is open for inspection and anyMember interested in obtaining a copy of the same maywrite to the Company.
The Company recognizes that its employees are itsgreatest asset, with talent serving as the key driver of itscompetitive advantage. Committed to nurturing this talent,the Company continues to strengthen its capabilities bybuilding dedicated talent pipeline and offering opportunitiesfor skill enhancement across Behavioural, Technical,Functional, and Digital domains. A strong focus on learningand development initiatives ensures continuous upskillingand growth for its workforce.
Employee well-being remains at the heart of the Company’sinitiatives. The Company’s Happiness Quotient—a holisticmeasure of workplace satisfaction improved to a healthy84%, reflecting a three-point increase from the financialyear 2022- 2023. This reflects its steadfast commitmentto fostering a supportive and engaging work environment.By prioritizing growth, culture, recognition, and work-lifebalance, the Company continues to enhance employeesatisfaction. The Company has made significant investmentsin KECares, its comprehensive wellness initiative thatencompasses physical, mental, and financial well-being.
Diversity and Inclusion are core values embedded in theCompany’s culture. By ensuring equal opportunities for all,the Company cultivates a dynamic and inclusive workforcethat drives innovation and collaboration. Aligned with thisvision, the Company has witnessed an increase in itsdiversity ratio from 5.8% in the financial year 2023-24 to7.1% in the financial year 2024-25.
Employee relations remained harmonious throughoutthe year. As of March 31, 2025, the Company had 6,452permanent employees, excluding subsidiaries. The Boardextends its sincere appreciation to all employees for theirdedication, teamwork, and unwavering commitment, whichhas been instrumental in the Company’s continued success.
The Company has voluntarily provided Integrated AnnualReport for the financial year 2024-25, prepared as per IRFramework recommended by the International Integrated
Reporting Council and the same is aimed at providing theCompany’s stakeholders a comprehensive depiction ofthe Company’s financial and non-financial performance.The Report provides insights into the Company’s keystrategies, operating environment, risks and opportunities,governance framework and its approach towardslong-term sustainable value creation across six capitalsviz. financial capital, manufactured capital, intellectualcapital, human capital, social and relationship capital andnatural capital.
The Directors confirm that during the year under review andas on the date of this Report:
a. The Company has not issued any equity shares withdifferential rights as to dividend, voting or otherwise.
b. The Company has not issued shares (including sweatequity 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 businessof the Company.
e. The Managing Director & CEO of the Company did notreceive any remuneration or commission from any ofits subsidiaries.
f. No significant or material orders were passedby the Regulators or Courts or Tribunals whichimpact the going concern status and Company’soperations in future.
g. There have been no material changes or commitmentsaffecting the financial position of the Company whichhave occurred between the end of the financial yearand the date of this report.
h. There are no proceedings pending under theInsolvency and Bankruptcy Code, 2016 corporateinsolvency resolution.
i. There was no instance of one-time settlement withany Bank or Financial Institution.
j. There are no agreements defined under clause 5Aof paragraph A of Part A of Schedule III of the SEBIListing Regulations that are binding on the Company.
The Company has been in compliance with the applicableSecretarial Standards issued by the Institute of CompanySecretaries of India, during the financial year.
The Directors take this opportunity to thank the Centraland State Government Departments, Organizationsand Agencies in India and Governments of variouscountries where the Company has its operations for theircontinued support and co-operation. The Directors arealso thankful to all valuable stakeholders viz., customers,vendors, suppliers, banks, financial institutions, jointventure partners and other business associates for theircontinued co-operation and excellent support provided tothe Company during the year. The Directors acknowledgethe unstinted commitment and valuable contribution of allemployees of the Company.
The Directors also appreciate and value the trust reposed inthem by Members of the Company.
The following annexures form part of this Report:
a. Nomination and Remuneration Policy - Annexure ‘A’
b. Secretarial Audit Report - Annexure ‘B’
c. Annual Report on Corporate SocialResponsibility - Annexure ‘C’
d. Conservation of Energy, Technology Absorption andForeign Exchange earnings and outgo - Annexure ‘D’
e. Information under sub-rule (1) of Rule 5 of theCompanies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 - Annexure ‘E’.
For and on behalf of the Board of DirectorsHarsh V. Goenka
Place: Mumbai Chairman
Date: May 26, 2025 (DIN: 00026726)