Your Director's are pleased to present the Thirtieth Annual Report and the Company’s audited financial statement (Standalone and
Consolidated) for the financial year ended March 31,2025.

FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31,2025 is summarised below:

COMPANY'S AFFAIRS AND FUTURE OUTLOOK

As on March 31,2025 KNRCL holds an outstanding order book
valued at 5,05,183.15 Lakhs, with 2,56,106.60 Lakhs attributed
to the road sector, while the remaining 2,49,075.55 Lakhs
dedicated to the irrigation and pipeline projects. The current
order book position remains stable and provides visibility of
execution over around 1.5 years to 2 years.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S
AFFAIRS

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

On Standalone basis

• Revenue from operations for the 2024-25 is reported at
' 3,35,864.93 Lakhs.

• PBDIT (Excluding other income& Exceptional Item)
decreased by 10.70 % to ' 62,594.50 Lakhs

• Profit before tax Increased by 39.17 % to ' 95,935.00
Lakhs

• Net profit Increased by 46.95% to ' 72,568.08 Lakhs

• Net worth increased by 22.30% to ' 3,94,499.67 Lakhs

• The order book position as on March 31,2025 stands at
' 505,183.15 Lakhs.

On consolidated basis

• Revenue from operations for the 2024-25 is reported at
' 4,75,316.64 Lakhs.

• Profit before tax (After exceptional items) increased by
32.80% to ' 1,25,958.20 Lakhs

• Net worth increased by 29.83 % to ' 4,54,117.85 Lakhs
Reserves

The Company is not proposing to transfer any amount to the
General Reserves of the Company out of the profits made
during the year. The total Other Equity (including securities
premium Reserves, General Reserves, Surplus in statement of
profit and loss and other comprehensive income) as on March
31, 2025 is ' 388,874.97 Lakhs as against the Paid-up capital
of ' 5,624.70 Lakhs.

Performance of Subsidiaries

Pursuant to the provisions of Section 128 (3) of the Companies
Act, 2013 read with Rule 5 of Companies (Accounts) Rules,
2014, a Report on the Financial performance of the Subsidiaries
Companies during the Financial Year ended March 31,2025 in
form AOC-1 is annexed herewith as Annexure I.

The detailed financial statements of the subsidiaries,
associate companies and LLPs are uploaded in the website of
the company and can be accessed through https://www.knrd.
com/subsidiary24-25.html

Dividend

The Board of Directors have recommended a final dividend of
' 0.25/- per Equity Share for the financial year ended March
31, 2025 amounting to ' 703.09 Lakhs. The dividend shall be
paid to the members whose names appear in the Register of
Members as on 15th September 2025. In respect of shares
held in the dematerialised form, it shall be paid to members
whose names are furnished by National Securities Depository
Limited and Central Depository Services (India) Limited as
beneficial owners as on that date.

Pursuant to the Finance Act, 2020, dividend income is taxable
in the hands of the shareholders w.e.f. April 01, 2020 and
the Company is required to deduct tax at source (TDS) from
dividend paid to the Members at prescribed rates as per the
Income-tax Act, 1961.

The dividend payout for the year under review has been
formulated in accordance with the Company’s policy linked
with long term performance, keeping in view the Company’s
need for capital for its growth plans and the intent to finance
such plans through internal accruals to the maximum. The
Dividend Distribution Policy of the Company is annexed
herewith marked as Annexure II to this Report. The Dividend

Distribution Policy is posted on the website of the Company
and the web link is http://knrcl.com/images/policies/KNRCL-
DIVIDEND-DISTRIBUTION-POLICY.pdf

There has been no change in the policy during the year.
CHANGE IN NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

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

The Company was in receipt of letter from National Highways
Authority of India (NHAI) issuing show cause notice to the
Concessionaire i.,e KNR Ramanattukara Infra Private Limited
(wholly-owned subsidiary of the Company) and Promoter of
the Concessionaire i.e, KNR Constructions Limited to respond
within 15 days with respect to failure of Main Carriageway &
Service Road and associated structures (Retaining wall & RE
Wall) in the project stretch at Ch 276.8 to Ch to 277.05 on
May 19, 2025 and suspending the Concessionaire i.,e KNR
Ramanattukara Infra Private Limited, from participating in
ongoing/future bidding for 1 month period or completion of
investigation by the expert committee whichever is later.
Consequently, the Concessionaire has submitted its
comprehensive replies to NHAI and subsequently the
Concessionaire approached the Hon’ble High Court of
Delhi, seeking relief from NHAI’s order of suspension from
participating in on-going/future bidding process.

The Company was in receipt of the copy of order passed by the
Hon’ble High Court of Delhi on 21st July 2025 and brief details
of the order are as under:

a) The Hon’ble High Court of Delhi is of the considered
opinion that the impugned order by NHAI has lived its life
and further observed that under the guise of suspension,
the bar on petitioner’s right to bid in future bidding seems
to be a drastic measure.

b) The investigation is completed and also the one-month
period as mentioned in the NHAI’s letter is completed/
expired, therefore, the suspension order should not be
treated as disqualification anymore.

c) The department, however, shall be at liberty to take further
action in accordance with the extant policy.

d) At this stage, no further observations are necessary,
however, the respondent's counsel shall be at liberty to
place on record the Department's comprehensive reply
before the next date of hearing i.e. 25th July 2025.

Further, the Hon'ble High Court of Delhi vide its order dated 07th
August 2025, has disposed off the matter, reserving the liberty
to the respondent to take any action against the petitioner.

CAPITAL STRUCTURE
Authorised Capital:

The authorised share capital of the Company is ' 60,00,00,000/-
(Sixty Crores Only) divided into 30,00,00,000 (Thirty Crores
only) Equity shares of ' 2/- (Rupees Two only) each as on
March 31,2025.

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

Paid-up capital:

As on March 31, 2025, the paid-up capital of the Company
is ' 56,24,69,200/- (Rupees Fifty-Six Crores Twenty-Four
Lakhs Sixty-Nine Thousand Two Hundred Only) divided into
28,12,34,600 (Twenty-Eight Crores Twelve Lakhs Thirty-Four
Thousand Six Hundred only) Equity Shares of ' 2/- (Rupees
Two) Each.

ISSUE OF SHARES:

During the year under review, the Company has not issued
any securities (including convertible warrants) by way of
Sweat Equity or Employee Stock Options or equity shares
with differential voting rights or by any other way of allotment
during the year under review.

CREDIT RATING:

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

INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, during
the year under review the below amounts were transferred to
Investor Education and Protection Fund

a) An amount of ' 64,401/- being unclaimed dividend for the
financial year 2016-17

The Company had transferred 16,429 equity shares
pertaining to financial year 2016-17.

as required under the provisions of Section 124(6) of the
Companies Act, 2013 to IEPF Authority.

Members are requested to note that dividends not
encashed or remaining unclaimed for a period of 7 (seven)
years from the date of transfer to the Company's Unpaid
Dividend Account, shall be transferred to the Investor
Education and Protection Fund ("IEPF") established
by the Central Government. Further, pursuant to the
provisions of Section 124 of the Act read with the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules') as
amended from time to time, all shares on which dividend
has not been paid or claimed for seven consecutive years
or more shall be transferred to IEPF Authority as notified
by the Ministry of Corporate Affairs.

The Members/Claimants whose shares, unclaimed dividend
have been transferred to IEPF may claim the shares or apply
for refund by making an application to IEPF Authority in
Form IEPF 5 which is available on www.iepf.gov.in along
with requisite fee as decided by it from time to time.

Members who have not yet encashed the dividend
warrants from the financial year ended 31st March 2018
onwards are requested to forward their claims to the
Company's Registrar and Share Transfer Agents without
any further delay. It is in Members' interest to claim any
un-encashed dividends and for future, opt for Electronic
Clearing Service, so that dividends paid by the Company
are credited to the Members' account on time.

It may be noted that once the unclaimed dividend is
transferred to IEPF as above, no claim shall rest with the
Company in respect of such amount. It may also be noted
that the unclaimed dividend amount which were lying
with the Company upto the year ended on 31st March
2017, have already been transferred to IEPF. The details of
the unclaimed dividends are available on the Company's
website at www.knrcl.comand on the website of Ministry
of Corporate Affairs at www.mca.gov.in. Members are
requested to contact the Company's Registrar and Share
Transfer Agent or the Company to claim the unclaimed/
unpaid dividends.

Nodal Officer

Pursuant to the provisions of Rule 7(2B) of Investor
Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Second Amendment Rules, 2019,
the Company has appointed Smt. Haritha Varanasi,
Company Secretary of the Company as Nodal Officer of
the Company.

DIRECTORS:

Non-Independent Directors

During the year under review, there are three non-independent
Directors in the Board namely Shri K Narsimha Reddy,
Managing Director, Shri K Jalandhar Reddy, Executive Director
and Smt. K Yashoda, Non-Executive Director.

In accordance with the requirements of the Companies
Act, 2013 Shri K Jalandhar Reddy, Executive Director of the
Company is liable to retire by rotation at the Annual General
Meeting and, being eligible, offers himself for reappointment at
the ensuing Annual General Meeting.

During the year under review, Shri Lodugu Balaram Reddy and
Shri B V Rama Rao ceased to hold their respective office of
Non-executive Independent Directors of the Company w.e.f.
closing hours of September 30, 2024 upon completion of the
tenure as Independent Directors.

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

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

Independent Directors

The Company has received declarations from the independent
directors of the Company to the effect that they meet the
criteria of independence as laid under the provisions of Section
149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b)
read with Regulation 25 of SEBI (LODR) Regulations, 2015 in
respect of the financial year ended March 31,2025.

The Independent Directors have also confirmed that they are
in compliance with the Code of Conduct as stipulated under
Schedule IV of the Companies Act, 2013 and also of the
Company.

In terms of Regulation 25 (8) of SEBI (LODR) Regulations,
2015 the Independent Directors have also confirmed that they
are not aware of any circumstance or situation, which exists
or which may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective
independent judgement and without any external influence.

During the year under report, the Independent Directors of
the Company had no pecuniary relationship or transactions
with the Company, except to the extent of sitting fees and
reimbursement of expenses incurred by them for the purpose
of attending the meetings of the Board and its committees.

Re-appointment of Managing Director and Executive Director.

Shri K Narsimha Reddy, Managing Director and Shri K
Jalandhar Reddy, Executive Director of the Company were re¬
appointed to their respective offices as Managing Director and
Executive Director for a term of 5 years commencing from April
01, 2021 to March 31, 2026 vide postal ballot concluded on
January 22, 2021.

Accordingly, their current tenure expires on March 31, 2026
and approval of the members is being sought by way of special
resolution for re-appointment of Shri K Narsimha Reddy and
Shri K Jalandhar Reddy as Managing Director and Executive
Director of the Company at such terms and conditions and
remuneration as specified in the explanatory statement
annexed to the notice of AGM.

Proficiency of Directors:

In compliance with Rule 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014, all the Independent
Directors of the Company have registered themselves with the
Independent Directors Data Bank maintained by IICA. Smt. G
Chandra Rekha and Shri K Udaya Bhaskara Reddy have appeared
and qualified the proficiency test conducted by IICA and Shri W R
Reddy is exempted from appearing the proficiency test.

Policy on Director's appointment and remuneration and
Other Details:

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

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

- the candidate should be free from any disqualification as
provided under Sections 164 and 167 of the Companies
Act, 2013;

- the candidate should meet the conditions of being
independent as stipulated under the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, in case of appointment
as an independent director; and

- t he candidate should possess appropriate educational
qualification, skills, experience and knowledge in one
or more fields of finance, law, management, technical
operations, infrastructure, or such other areas or
disciplines which are relevant for the Company’s
business.

Key Managerial Personnel:

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

- Shri K Narsimha Reddy - Managing Director

- Shri K Jalandhar Reddy - Whole-time Director

& Chief Financial
Officer

- Smt Haritha Varanasi - Company Secretary

Remuneration policy

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

The remuneration policy of the Company shall ensure that:

• The level and composition of remuneration is reasonable

and sufficient to attract, retain and motivate directors/
KMPs and SMPs of the quality required to run the
Company successfully.

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

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

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

The detailed remuneration policy of the Company can be
accessed at the website of the Company through the below
link:

http://knrcl.com/images/policies/Remuneration-Policy.pdf
COMMITEES OF THE BOARD

The Company has duly constituted the following committees
as per the provisions of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

Details of the Committees such as Composition, meetings
held during the year under report are provided in Corporate
Governance Report which forms integral part of the Annual
Report.

MEETINGS OF THE BOARD AND COMMITTEES

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

RECOMMENDATIONS OF AUDIT COMMITTEE

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

BOARD DIVERSITY

The Company recognises that having a diverse Board enhances
the quality of its performance. The Company continues to
increase the diversity in the Board as and when required, as the
Company believes that it is an essential element in supporting
and attainment of its strategic objectives and its sustainable
development. The Company has in place policy on Board
Diversity and can be accessed at http://knrcl.com/images/
policies/Board-Diversity-Policy.pdf.

BOARD EVALUATION

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

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

The evaluation of Board as a whole and each individual director
is performed after seeking all the inputs from the Directors.

The performance evaluation of executive Directors,
Chairperson of the Board is done by the Independent Directors
at their separate meeting.

For the year 2024-25, evaluation of Board as a whole, Non¬
executive and Independent Directors and Executive Directors
of the Company has been duly carried out as per the policy laid
by the Nomination and Remuneration Committee.

FAMILIARISATION PROGRAM FOR INDEPENEDNT
DIRECTORS

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

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 (3) (c) of the
Companies Act, 2013, with respect to Directors' Responsibility
Statement, Your Directors hereby confirm that:

a) i n the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with requirements set out under Schedule
III to the Act, have been followed and there are no material
departures from the same;

b) the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
as at March 31,2025 and of the profit of the Company for
the year ended on that date;

c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a
'going concern' basis;

e) the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

IMPLEMENTATION OF CORPORATE ACTIONS, FAILURES IF
ANY

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards
of corporate governance and adhere to the corporate
governance requirements set out by SEBI. The report on
Corporate Governance as stipulated under the SEBI(LODR)
Regulations, 2015, forms an integral part of this Report. The
requisite certificate from M/s VCSR and Associates, practicing
company secretaries confirming compliance with the
conditions of corporate governance is attached to the report
on Corporate Governance.

DISPATCH OF ANNUAL REPORTS

In compliance with the applicable provisions, we shall dispatch
the Annual Report for the 2024-25 in electronic format to all
the members whose e-mail addresses are registered and
updated with our Registrar & Transfer Agents.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

The Annual Report on CSR activities carried out by the Company
for the 2024-25 is annexed herewith as "Annexure IN" to this
report as required under the provisions of the Companies Act,
2013 and applicable rules thereunder.

STATUTORY AUDITORS

M/s K P Rao & Co., Chartered Accountants, were re-appointed
as Statutory Auditors of the Company at the 27th Annual
General Meeting held on September 28, 2022 for a period of
5 years ie., upto conclusion of 32nd AGM to be held in the
year 2027. The Board, upon recommendation of the Audit
Committee, proposes to increase the remuneration of the
Statutory Auditors for the remaining period till the financial
year ending 2027. Consent of the members is being sought
for the proposed increase of remuneration of the Statutory
Auditors.

Further, the Statutory Auditor’s report does not contain any
qualifications, reservations, adverse remarks or disclaimers.
The Statutory Auditors attended the AGM held on September
26, 2024.

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

INTERNAL AUDITOR & CONTROLS

The Board of Directors at their meeting held on May 29, 2025,
based on the recommendation of the Audit Committee, has re¬

appointed M/s. K. P Rao Associates, Chartered Accountants,
Hyderabad, as the Internal Auditors of your Company. The
Internal Auditors are submitting their reports on quarterly
basis. Internal Auditors findings are discussed and suitable
corrective actions are taken as per the directions of Audit
Committee on an on-going basis to improve efficiency in
operations.

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

COST AUDITORS

In accordance with the provisions of Section 148(3) and other
applicable provisions, if any, of the Companies Act, 2013 and
the Companies (Audit and Auditors) Rules, 2014, the Board of
Directors, upon the recommendation of Audit Committee, at
their meeting held on May 29, 2025 has appointed M/s. Suneel
& Associates., Cost Accountants, Hyderabad, as the Cost
Auditors of your Company to carry out the cost audit for the
financial year 2025-26 at a remuneration of ' 3,00,000/-. The
remuneration payable to the cost auditor is required to be placed
before the members in the general meeting for their ratification.
Accordingly, a resolution seeking members’ ratification for
the remuneration payable to M/s Suneel & Associates., Cost
Accountants, is included in the Notice convening the Annual
General Meeting. Your Company is maintaining cost records
as specified by the Central Government under Section 148(1)
of the Companies Act, 2013.

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

REPORTING OF FRAUDS

During the year under review, there was no instance of
fraud, which required the Statutory Auditors to report to the
Audit Committee and/or Board under Section 143(12) of the
Companies Act, 2013 and the rules made thereunder.

SECRETARIAL AUDITOR

In accordance with Section 204 of the Companies Act, 2013 the Board has re-appointed M/s. VCSR & Associates, Company
Secretaries, to conduct Secretarial Audit for the Financial year 2024-25. The Secretarial Audit Report for the financial year ended
March 31,2025 is annexed herewith and marked as Annexure IV to this Report.

There were no qualifications reported in the Secretarial Audit Report except the observations as under

SECRETARIAL STANDARDS

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

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

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

The Policy for determining material subsidiaries as approved
by the Board may be accessed on the Company’s website:

http://knrcl.com/images/policies/Policy_on_MATERIAL_

SUBSIDIARIES.pdf

MATERIAL SUBSIDIARIES

During the year 2024-25, as per the audited financial
statements for the financial year ended March 31, 2024, the
Company has identified two material unlisted subsidiaries for
the financial year 2024-25:

1. KNR Guruvayur Infra Private Limited

2. KNR Ramanattukara Infra Private Limited

These subsidiaries are considered material due to their
significant impact on the Company’s financial position and
performance.

The Secretarial Audit Reports for the 2024-25 of the
aforementioned material subsidiaries are annexed herewith as
Annexure V

NAMES OF COMPANIES WHICH HAVE CEASED TO BE
ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES DURING THE YEAR

During the year under review, no companies were ceased to be
the subsidiaries of the Company. Further, during the year under
review, KNR Muzaffarpur Holdings Private Limited and KNR
Muzaffarpur Barauni Tollway Private Limited ceased to be
step down subsidiaries of the Company pursuant to the share
purchase agreement entered into with JKM Infra Projects
Limited /promoters of JKM Infra Projects Limited.

CONSOLIDATED FINANCIAL STATEMENTS

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

The Consolidated Financial Statements for the financial year
ended March 31,2025 forms part of the Annual Report.

Further, we undertake that the Annual Accounts of the
subsidiary Companies and the related detailed information
will be made available to the Company’s shareholders and to
the shareholders of the subsidiary companies seeking such
information at any point of time. Further, the Annual Accounts
of the subsidiary Companies shall also be kept for inspection
by any shareholder at the Registered office of the Company
and that of the subsidiary Companies.

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to Conservation of Energy, Technology
absorption, Foreign Exchange earnings and outgo as required
under f Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 are as follows:

a) Conservation of Energy

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

b) Technology absorption, Adoption and Innovation

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

I nnovation is a culture in the Company to achieve cost
efficiency in the construction activity to be more and more
competitive in the prevailing environment that cannot be
quantified.

a) The Company has not imported any technology during
the last 5 years.

Foreign Exchange Earnings and Outgo

DEPOSITS

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

VIGIL MECHANISM

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

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER
TRADING

The Board of Directors has adopted the Insider Trading
Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and
amended Regulations 2018. The Insider Trading Policy of
the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with
shares of the Company, as well as the consequences of
violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and
to maintain the highest ethical standards of dealing in
Company securities.

The Insider Trading Policy of the Company covering code of
practices and procedures for fair disclosure of unpublished
price sensitive information and code of conduct for the
prevention of insider trading, is available on our website
(http://knrcl.com/images/policies/knrcl_8insider.pdf)

CODE OF CONDUCT

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

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of Loans, Guarantees and Investments made
during the Financial Year ended March 31,2025, covered under
the provisions of Section 186 of the Companies Act, 2013 read
with Companies (Meetings of Board and its Powers) Rules,
2014, form part of the Standalone Financial Statements.

ANNUAL RETURN

As required under the provisions of Section 92 of the
Companies Act, 2013, copy of Annual Return of the Company
for the year ended March 31, 2025 is made available on the
website of the Company and the same can be accessed
through the following link.

http://knrcl.com/annualreports.html
Risk Management

Your Company has constituted a Risk Management
Committee and formulated a policy on Risk Management in
accordance with the Companies Act, 2013 and Regulation 21
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to frame, implement and monitor the risk
management plan for your Company. The Committee is
responsible for monitoring and reviewing the risk management
plan and ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and controls.
The major risks identified by the businesses and functions
are systematically addressed through mitigating actions
on a continuing basis. The Risk Management Policy of your
Company is posted on the website of your Company which
may be accessed at http://knrcl.com/images/policies/Risk-
Management-Policy.pdf.

MATERIAL ORDERS PASSED BY COURTS/REGULATORS/
TRIBUNALS

There were no material or significant orders passed by the
regulators/courts/tribunals that would impact the going
concern status of the Company and its future operations.

CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016.

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

DETAILS OF DIFFERENCE BETWEEN THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH REASONS
THEREOF

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

INSURANCE

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

PARTICULARS OF EMPLOYEES

Information pertaining to remuneration as required u/s 197(12)
of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

i. The percentage of increase in remuneration of each
Director, Chief Financial Officer and Company Secretary
during the financial year 2024-25, ratio of the remuneration
of each Director to the median remuneration of the
employees of the Company for the financial year 2024¬
25 and the comparison of remuneration of each Key
Managerial Personnel (KMP) against the performance of
the Company are as under:

Further details of top ten employees in terms of remuneration drawn during the financial year ended March 31,2025 as required
under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended are:

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

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

*Gross Remuneration includes perquisites and contribution to Provident fund by the employer.

ii) The median remuneration of employees of the Company
during the financial year was ' 2.76 Lakhs;

iii) In the financial year, there was 64.29% Increase in the
median remuneration of employees;

iv) There were 2,752 employees on the rolls of Company as
on March 31,2025

v) Relationship between average increase in remuneration
and company performance: The Profit before tax and
exceptional items for the financial year ended March 31,
2025 increased by 41.35% as well as increase in median
remuneration by 17.86%.

vi) Comparison of Remuneration of the Key Managerial
Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel was
' 2,349.67 Lakhs whereas the Profit before tax and after
exceptional item was ' 95,935.00 Lakhs in 2024-25.

vii) a) Variations in the market capitalisation of the

Company: The market capitalisation as on March 31,
2025 at NSE was ' 6,43,886.61 Lakhs (' 6,92,680.82
Lakhs as on 31st March, 2024)

b) Price Earnings ratio of the Company at NSE was
8.87 as at March 31,2025 and 16.33 as at March 31,
2024;

viii) Average percentage increase made in the salaries of
employees other than the managerial personnel in the
financial year 2024-25 was 0.94% as well as there is an
increase in the managerial remuneration for the same
financial year was 8.99%

ix) The key parameters for any variable component of
remuneration availed by the executive directors: Financial
performance of the Company

x) The Details of the employee who was in receipt of
remuneration in the 2024-25 which, in the aggregate, or
as the case may be, at a rate which, in the aggregate, is in
excess of that drawn by the managing director or whole¬
time director or manager and holds by himself or along
with his spouse and dependent children, not less than
two percent of the equity shares of the Company: Not
Applicable

xi) It is hereby affirmed that the remuneration paid is as per
the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT AT WORK PLACE

We strongly support the rights of all our employees to work in
harassment - free environment. We have adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at
workplace as per the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ('’POSH Act") and the Rules made thereunder. The
policy aims to provide protection to Employees at the workplace
and prevent and redress complaints of sexual harassment and
for matters connected or incidental thereto, with the objective
of providing a safe working environment, where Employees
feel secure.

Further, we have in place a committee under the name and
style "Internal Complaints Committee" in compliance of POSH
Act, which looks into various matters concerning harassment,
if any, against women at workplace, addresses concerns and
complaints of sexual harassment and recommends appropriate
action. Details of composition etc., of the said committee are
provided in the section on Corporate Governance. We further
confirm that during the year under review, there were no cases

filed pursuant to the said Act.

COMPLIANCE WITH THE PROVISIONS RELATING TO THE
MATERNITY BENEFITS ACT, 1961

Your company complies with the provisions of the Maternity
Benefits Act, 1961, extending all statutory benefits to eligible
women employees, including paid maternity leave, continuity
of salary and service during the leave period and post
maternity support such as flexible return-to work option etc,
as applicable. Your company remains committed to fostering
an inclusive and supportive work environment that upholds the
rights and welfare of its women employees in accordance with
applicable laws.

BUSINESS RESPONSIBILITY AND SUSTAINABLE REPORT
(BRSR)

Your Company being among the top 1000 listed entities based
on market capitalisation, is required to present the Business
Responsibility and Sustainability Report as required under
the Regulation 34(2) (f) of SEBI (LODR) Regulations, 2015.
The BRSR of the Company for the year ended March 31,2025
forms part of this report and annexed herewith as Annexure
VII.

General

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

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

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

HUMAN RESOURCES

Your Company considers its Human Resources as the key
to achieve its objectives. Keeping this in view, your Company
takes utmost care to attract and retain quality employees.
The employees are sufficiently empowered, and the work
environment propels them to achieve higher levels of
performance.

INDUSTRIAL RELATIONS

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

Appreciation and Acknowledgements

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

For and on behalf of the Board of Directors
of KNR Constructions Limited

K Narsimha Reddy K Jalandhar Reddy

Managing Director Executive Director& CFO

DIN: 00382412 DIN: 00434911

Place: Hyderabad
Date: August 11, 2025