K C P Ltd Directors Report

Dear Shareholders,

Your directors take pleasure in presenting their 84th Annual Report of the company together with the Audited Financial Statements for the Financial Year ended 31st March, 2025.

1. Statement of affairs of the company:

The performance of the business is detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report

2. Financial Performance : (Rs. in Crores)

Particulars	For the year ended		For the year ended
	31-03-2025	31-03-2024	31-03-2025	31-03-2024
	Stand Alone		Consolidated (GROUP)
Revenue from Operations	1,393.42	1,702.06	2,528.94	2,846.39
Profit for the year (PBDIT)	79.19	155.51	366.90	423.10
Less: a) Interest and Finance charges	22.35	27.06	31.99	40.85
b) Depreciation	62.11	66.76	84.95	89.35
Tax Profit before	(5.27)	61.68	249.96	292.90
Tax Expense	(2.89)	16.67	(2.89)	16.67
Profit for the Year from Continuing Operations	(2.39)	45.01	252.84	276.23
Profit / (Loss) from Discontinued Operations			-	-
Less : Tax expense of Discontinued Operations			-	-
Profit/ (Loss) from Discontinued	-	-	-	-
Operations After Tax
Profit for the Year	(2.39)	45.01	252.84	276.23
Add : Share of Profit from Joint Venture			0.41	4.22
Less : Non-Controlling Share of Profit			106.16	91.89
Profit / (Loss) after Non controlling interest	(2.39)	45.01	147.09	188.56
Other Comprehensive Income (OCI)	(3.63)	(0.23)	(14.22)	(2.16)
Add : Share of OCI from Joint Venture			(0.20)	(0.09)
Less : Non-Controlling Share of OCI			(2.57)	(0.72)
OCI after Non controlling share	(3.63)	(0.23)	(11.85)	(1.54)
Total Comprehensive Income (TCI)	(6.02)	44.79	238.82	278.20
Less : Non-Controlling Share of TCI			103.59	91.18
Total Comprehensive income after minority	(6.02)	44.79	135.24	187.02
interest

3. Overview of Companys Operational and Financial performance:

Sales Volume (Cement) witnessed a decrease of 14% from 3.38 Million tons in FY 2023-2024 to 2.90 million tons in FY 2024-2025. Net revenue from operations decreased by 18% from Rs.1702.06 Crores in FY 2023-2024 to Rs. 1393.42 Crores in FY 2024-2025. During the year the fuel prices have reduced from record levels of the previous year helping in lowering the cost of cement production. However, heightened competition and expansion of capacity in our areas of operation, led to fall in cement prices. settingthe Thus,partiallyoff-benefits of reduction in coal prices. Overall during FY 2024-2025, Earnings Before Interest, Depreciation and Tax (EBIDTA) for the financial year reduced by 49% to Rs. 79.19 Crores from Rs.155.51 Crores of previous year 2023-2024.

4. Dividend

The Board of Directors has recommended a dividend of Re. 0.25 /- per equity share of Re.1/- each (25%) for the year ended 31st March, 2025 subject to the approval of the Members at the 84th Annual General Meeting (‘AGM). In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘the Listing Regulations), the Company has formulated a Dividend Distribution Policy. The DDP is available on the website of the Company at http://www.kcp.co.in/downloads/investor/corporate-governance/Dividend-Distribution-policy.pdf

The recommended dividend is in line with our Companys dividend policy. The Dividend, subject to the approval of Members at the 84th AGM will be paid on or after Monday, 1st September, 2025, to the Members whose names appear in the Register of Members, as on 4th August, 2025, being the cut-off date for payment of dividend. For further details related to TDS on dividend, please refer to the Notes to Notice of the 84th AGM.

Unpaid / Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, unpaid / unclaimed dividends for a period of 7 years are to be transferred to the Investor Education and Protection Fund (IEPF). For details of unclaimed dividends and equity shares liable to be transferred to the IEPF, please refer the Corporate Governance Report.

5. Transfer to Reserves

During the financial year, there was no amount proposed to be transferred to the Reserves.

6. Share Capital

The Companys paid-up equity share capital continues to stand at Rs.12.89 crores as on 31st March, 2025. During the year under review, the Company has not issued any shares or convertible securities. The Company does not have any scheme for the issue of shares, including sweat equity to its Employees or Directors.

During the year, there has been no pledging of shares by the Promoters/Promoter Group.

During the year, no securities of the Company were suspended from trading.

7. Financial Liquidity

Consolidated cash and cash equivalent and bank balance as on 31st March, 2025 stood at Rs.119.82 Crores and Rs. 156.71 Crores in the previous year. The Companys working capital management is robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

8. Credit Rating

CRISIL has given the credit rating of CRISIL A+/ STABLE for the long-term, CRISIL A1 for the short-term financial instruments of the Company and CRISIL A+/Stable for Fixed Deposit schemes of the company. This reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meet its financial obligations details of Credit

Rating are available on the website of the Company at http://www.kcp.co.in/downloads/financial-results/ creditrating.pdf.

Facility	Rated Value	Period	Rating assured
	(Rs. in Crores)
Total Bank Loan Facility	579.96	Long- term Rating Short- term Rating	CRISIL A+ / Stable (Reaffirmed) CRISIL A1 (Reaffirmed)
Fixed Deposits	125	-	CRISIL A+ / Stable (Reaffirmed)

9. Fixed Deposits:

The total amount of Fixed Deposits outstanding as on 31st March, 2025 was Rs. 89.98 Crores as against Rs. 87.82 Crores as on 31st March 2024. Fixed Deposits matured and remained unclaimed were Rs.4.19 Crores from 324 Depositors. As on the date of this report, Deposits of 51 Depositors amounting to Rs. 0.47 Crores are renewed and Deposits of Rs. 0.35 Crores of 29 depositors was repaid. Depositors are informed in advance regarding the maturity of deposits with a request to either renew or claim their deposits. In terms of Section 125 of the Companies Act, 2013, deposits remaining unclaimed for a period of seven years from the date of maturity has to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, during the year, an amount of Rs. 0.04 Crores towards unclaimed deposits and Rs. 0.01 Crores towards Stale cheque unclaimed on deposits was transferred to the IEPF.

10. Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements (Refer Note No. 6).

11. Management Discussion and Analysis

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

12. Particulars of Contracts or Arrangements with Related Parties:

The Company has a robust process for approval of Related Party Transactions (RPT) and dealing with the Related Parties. In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction & Dealing with Related Party Transactions (RPT Policy) which is also available on the Companys website at http://www.kcp.co.in/ downloads/investor/corporate-governance/related-party-transaction-policy.pdf.

The RPT Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and its related parties. During the year, the Board approved amendment to the RPT Policy at its meeting on 28th May, 2025, based on the Audit Committees recommendation. These changes were made to incorporate the amendments to the SEBI Listing Regulations. All transactions with Related Parties were placed before the Audit Committee as also the Board for approval. Prior Omnibus approval of the Audit Committee and the Board was obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The details of contracts or arrangements entered with the related parties along with the Justification is provided in Form AOC 2 as Annexure-6 of this report. There were no materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

No whole time Director or Managing Director of the company is in receipt of any salary or Commission from Subsidiary company in terms of Section 197(4) of the Companies Act, 2013.

13. Corporate Social Responsibility (CSR)

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken projects in the areas of Education, Livelihood, Women Empowerment, Health, Hygeine, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013 and Rules made there under.

The Company has constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at http://www. kcp.co.in/downloads/investor/corporate-governance/ corporate-social-responsibility-csr-policy.pdf

The Companys CSR Policy as stated earlier is in alignment with the requirements of the Act. The CSR Policy Statement and Report on the activities undertaken during the year is annexed to the Boards Report as Annexure ‘3.

Details of the social projects and initiatives undertaken as part of our Corporate Social Responsibility are given in a separate report on CSR activities which forms part of the Annual Report.

14. Risk Management

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the organization at various levels, including documentation and reporting. The Board of Directors of the Company has formed a Risk Management Committee to monitor the risk management plan for the Company and ensuring its effectiveness. The key risks identified by the and their mitigation measures are as under: Raw Materials: Limestone being one of the primary raw materials used in the manufacture of cement, it is imperative for the Company to ensure its uninterrupted long-term availability.

Most of the Companys mining leases extended up to March 31, 2052 thereby ensuring adequate limestone reserves to cater to the requirements of its plants till the said date, where after the Company will have to participate in auctions.

To address the above risks, the Company is also participating in auctions with a view to secure new mining leases for its existing plants as well as for its expansions at different locations as and when necessary.

Market Competition: The cement industry is witnessing in its total significant installed capacity vis-a-vis the capacity utilization. Despite the capacity overhang, capacity expansion still continues, resulting in intense competition and adverse impact on the Companys market share, sales volume and profitability. Efforts are also being made by the Company to widen the product portfolio by increasing the share of its premium products and expand into new areas for marketing.

Cyber Security: With increased reliance on IT systems and the widespread usage of internet for doing business there is a constant threat to the Companys sensitive data assets being exposed to unethical hacking and misuse. The from cyber-attacks may not only been confined to mere loss of data but may result in business and reputation loss.

The Government of India having recognized the cyber risks, has also introduced tighter Cyber Security laws. Responsibilities have been entrusted to the Directors of the Company under the Companies Act, 2013 to take appropriate steps to ensure cyber security. The Companys cyber security management framework aligns with industry standards and regulations. The Company has adequate processes and systems in place to review on a regular basis the cyber security risk. Legal Risks: The risks arising out of pending legal cases are reviewed on a regular basis by the Board from the perspective of probability of imposition of heavy penalty or receiving adverse orders which could have a high financial and/or reputational impact on the Company.

All-important cases are closely monitored by the Company and a broad strategy is outlined for effective management of litigation related risks.

Financial risk:

The financial risk for your Company emanates from fluctuations in interest rate, exchange rate and commodity prices. Your Company has well defined policies for foreign exchange, treasury investments, interest rate and imported coal hedging. The policies are reviewed periodically to align with the changes in financial market practices and regulations.

Risks, Concerns and Threats

The Company has formulated a Risk Management Policy, which is available on company website at http://www.kcp.co.in/downloads/investor/corporate-governance/risk-policy-procedures.pdf.

15. Internal Control Systems

The Company has a comprehensive Internal Audit and Enterprise Risk Assessment and mitigation system, supported by the independent Internal Audit. The Audit Committee annually approves the Internal Audit plan, which focusses on reviewing internal controls and risks across all units and offices, and centrally controlled businesses and functions. Each quarter, the Audit Committee receives summaries of significant audit observations and follow-up remediation actions. Assurance on compliance with the Code of Business Principles (Code) and our Code Policies is obtained annually from the Senior Management personnel via a formal Code declaration.

The Internal controls were tested during the year and no reportable material weaknesses either in their design or operations were observed. The Company has put in place robust policies and procedures, which inter alia, ensure integrity in conducting its business, safeguarding of its assets, preparation of reliable financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors.

16. Vigil Mechanism / Whistle-blower Policy

Over the years, the Company has established a reputation for doing business with integrity and results of maintained zero tolerance for any form of unethical behavior.

Whistle-blower Policy is the vigil mechanism instituted by the Company to report concerns about unethical behavior in compliance with the requirements of the Act and the Listing Regulations. The Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of the Companys Code of Conduct. Details of the Whistle-blower Policy have been disclosed on the Companys website and can be accessed at http://www.kcp.co.in/downloads/investor/ corporate-governance/whistle-blower-policy.pdf.

17. Subsidiary and Joint Venture Companies

As on the date of this Annual Report, the Company has 1 (one) subsidiary and 1 (one) joint venture Company.

Subsidiary Company:

Our Company does not have any Indian Subsidiary company.

KCP Vietnam Industries Limited, Vietnam is the material subsidiary Company incorporated in the Socialist Republic of Vietnam as per the thresholds laid down under the SEBI Listing Regulations.

Joint venture

Our company has a joint venture company Fives-Cail KCP Limited.

The Management Discussion and Analysis provide details of the performance and financial position of the subsidiary and the performance of the joint venture. In terms of Section 136 of the Companies Act, 2013, separate audited accounts of the subsidiary company shall be available on our website at www.kcp.co.in The Company will make available physical copies of these documents upon request by any shareholder of the Company interested in obtaining the same. The Audit Committee and the Board review the financial statements, significant transactions, working andthefinancial subsidiary company in Vietnam, KCP Vietnam Industries Limited.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries in line with the SEBI Listing Regulations as amended and the Policy and can be accessed at http://www.kcp. co.in/downloads/investor/corporate-governance/ policy-on-material-subsidiaries.pdf.

There is no material change in the nature of the business of the subsidiary. Additionally, a separate statement containing the salient features of the financial statements of the subsidiary and the joint venture, in prescribed Form AOC-1, is also included as Annexure 5 of this Annual Report.

No company ceased to be the Subsidiary, joint venture or associate company during the year

Consolidated Financial Statements

The Consolidated Financial Statements, prepared in accordance with Section 129(3) of the Act, and the applicable Accounting Standards, forms part of this Annual Report.

18. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year ended March 31, 2025 is placed on the website of the Company and can be accessed at http://kcp.co.in/downloads/ financial-results/FormMGT72025.pdf

19. Human resources / industrial relations

Our Company continuously focus on people related programmes aimed at attracting, developing and retaining talent within organisation by way of: a) Employee Engagement - Company enjoys high engagement levels from its employees which is reflected in its consistently improving performance. Company continuously aims to enhance the engagement levels of its people by ensuring that its business practices are in alignment with the holistic growth and development of its people which drives them to be actively engaged with the Company. b) Talent Management - Company is continuously working on strengthening and building talent in its Human Resources management team for supporting its growth.

c) Work Environment - Company provides a congenial work atmosphere where every employee enjoys his / her work and It works on creating people practices which makes it the best place to work for everyone. d) Occupational Health and Safety Safety of employees and workers is of utmost importance to the Company. The Company continuously undertakes initiatives aimed at providing a healthy and safe workplace to its people. Company regularly conducts Safety Audit to identify and eliminate potential safety risks through an objective assessment of various equipment. Further, Mock drills on emergency preparedness are conducted to meet any contingency.

Industrial Relations

Employee Relations at all the Units and divisions of the company remained cordial.

20. Board of Directors and Key Managerial Personnel Board of Directors

A. Appointments/ Re-appointments

During the year 2024-2025, The Shareholders of the Company have approved the appointment of Sri. Ravi Chitturi (DIN: 00328364) as Technical Director of the Company effective 1st February 2025 for a term of three years and also have approved the appointment of Dr. Janaki Pillai (DIN: 008713712) as Independent Director of the Company for the second term of five consecutive years effective from 28th February 2025. At the 83rd AGM shareholders of the company have approved the appointment of Sri. C. Panduranga Rao (DIN: 0010012716) as Independent Director of the Company for the first term of five consecutive years effective 1st August, 2024.

In terms of Section 152 of the Act, Smt. V. Kavitha Dutt (DIN: 00139274, Joint Managing Director of the Company, being liable to retire by rotation, shall retire at the ensuing AGM and being eligible for re-appointment, offers herself for re-appointment.

Brief resume, nature of expertise, disclosure of relationship between Directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the 84th AGM.

B. Cessation

During the year Sri. P.S. Kumar, Sri. V.H. Ramakrishnan, Sri. M. Narasimhappa and Sri. Vijay Sankar, Non-Executive Independent Directors of the Company completed their second term as Independent Directors of the Company and consequently ceased to be Directors of the Company effective close of business hours on 6th August, 2024. that Dr. Subbarao Vallabhaneni, Non-Executive Non-Independent Director, retired at the 83rd AGM and not considered for re-appointment at his request. The Board expresses its sincere appreciation for the leadership, guidance, and invaluable contributions made by the Directors during their respective tenures as Directors of the company.

21. Key Managerial Personnel (‘KMP)

The KMP of the Company as on 31st March 2025 are as under:

1. Dr.V.L. Indira Dutt, Chairperson & Managing Director.

2. Smt.V. Kavitha Dutt, Joint Managing Director.

3. Sri. Ravi Chitturi, Technical Director.

4. Sri. Anis Tyebali Hyderi, Chief Financial Officer.

5. Sri. Y. Vijayakumar, Company Secretary.

22. Independent Directors

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

The Company has, inter-alia, received the following declarations from the Independent Directors confirming that: they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder, and the Listing Regulations.

There has been no change in the circumstances affectingtheir status as Independent Directors of the Company; they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs. The Independent Directors have also confirmed they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, all Independent Directors expertise possessrequisitequalifications, experience, and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of the Annual Report.

23. Remuneration policy and criteria for selection of candidates for appointment as Directors, KMP and Senior Leadership positions

The Company has in place a policy for remuneration of Directors and KMP as well as a well defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of Salary, Sitting Fees and Commission). The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board of Directors while selecting candidates. The policy on remuneration of Directors, KMP can be accessed at http://www.kcp.co.in/downloads/investor/ corporate-governance/Remuneration-policy.pdf.

24. Board effectiveness a) Familiarization programme for Independent Directors Over the years, the Company has developed a robust familiarization process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the industry, the Companys business model, the risks and opportunities, the new products, innovation, sustainability measures, digitization measures etc. Details of the familiarization programme are explained in the Report on Corporate Governance and are also available on the Companys website and can be accessed at http://www.kcp.co.in/ downloads/investor/corporate-governance/ familiarisation-programmes-for-independent-directors.pdf. b) Formal Annual Evaluation

The Board carries out its annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration, Risk Management, Stakeholders Relationship and CSR Committees as mandated under the Act and the Listing Regulations, as amended from time to time.

The criteria applied in the evaluation process are explained in the Report on Corporate Governance, which forms part of the Annual Report.

25. Disclosure on Audit Committee

The Board has constituted an Audit Committee that performs the roles and functions mandated under the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other matters as prescribed by the Board from time to time. During the year under review, the Board has accepted the recommendations of the Audit Committee on various matters, with no instances where such recommendations have not been accepted. For further details on the composition of the Audit Committee, its terms of reference and attendance at its meetings, please refer to the Corporate Governance Report.

26. Material changes and commitments affecting the financialposition of the Company.

There have been no material changes and commitments affecting the Company which have occurred between the end of the financial year of the Company to which the financialstatements relate and the date of this report.

27. Statutory Auditors

In terms of provisions of Section 139 of the Act, M/s. K.S. Rao & Company Chartered Accountants, (Firm Registration No.003109S) Hyderabad, were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 80th Annual General Meeting (AGM) till the conclusion of the 85th AGM.

M/s. K.S. Rao & Company Chartered Accountants have confirmedthat they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria. The Report given by the Statutory Auditors on the financial statements of the Company is part of this Annual Report. The said Report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

28. Cost Auditors and their Report

In terms of provisions of Section 148 of the Act read with the Companies (Accounts) Rules, 2014, Cost Audit is applicable for Cement and Engineering businesses of the company.

The accounts and records for the above applicable businesses are made and maintained by the Company as specified by the Central Government under Section 148 (1) of the Act.

The Board, based on the recommendation of the Audit Committee, has appointed M/s Narasimha Murthy & Co, Cost Accountants, Hyderabad as Cost Auditors for Cement business of the company for the financial year 2025-2026. The remuneration of Rs.8.50 lakhs (Rupees Eight Lakhs Fifty thousand only) exclusive of taxes and out-of pocket expenses incurred in connection with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to ratification by the Members of the Company at the ensuing AGM.

M/s. Narasimha Murthy & Co, Cost Accountants have confirmed from appointed as the Cost Auditors of the Company and satisfy the prescribed eligibility criteria. The Board, based on the recommendation of the Audit Committee, has appointed M/s. S. Mahadevan & Co, Chennai, Cost Accountants, Chennai as Cost Auditors for Engineering business of the company for the financial year 2025-2026. The remuneration of Rs.3 lakhs (Rupees Three lakhs only) exclusive of taxes and out-of pocket expenses incurred in connection with the aforesaid audit is proposed to be paid to the Cost Auditors, subject to ratification ensuing AGM.

M/s. S. Mahadevan & Co, Cost Accountants have confirmed that they are not disqualified appointed as the Cost Auditors of the Company and satisfy the prescribed eligibility criteria.

The Cost Audit Reports issued during the financial year 2024-2025, does not contain any qualification, reservation, or adverse remark. During the year under review, the Cost Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. For further details on the proposed ratification of remuneration payable to the Cost Auditors, please refer to the Notice of the 84th AGM.

The Cost Audit Report for the financial year 2023-2024, of M/s Narasimhamurthy & Co, Cost Accountants, Hyderabad and M/s. S. Mahadevan & Co, Chennai as the Cost Auditors, in respect of the various products prescribed under Cost Audit Rules were filed with the Ministry of Corporate Affairs (MCA) within the due date.

29. Secretarial Auditors and their Report

As required under Section 204 of the Companies Act, 2013 and Rules made thereunder read with the Listing regulations, the Board has recommended for the approval of shareholders the appointment of Smt. Sobana Pranesh (FCS: 9825; CP No. 2403) as Secretarial Auditor of the Company for five consecutive years from the FY 2025-2026 to the FY 2029-2030, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time. Smt. Sobana Pranesh has confirmed that she is not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

The Secretarial Audit Report and Secretarial Compliance Report for the FY 2024-2025 do not contain any qualification, reservation, or adverse remark. During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

For further details on the proposed appointment of Secretarial Auditors, please refer to the Notice of the 84th AGM.

The Secretarial Audit Report for the year 2024-2025 in the prescribed form MR-3 is attached as Annexure 7 to this Report.

30. Number of meetings of the Board & its Committees

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board has also been approving several proposals by circulation from time to time. During the year, four (4) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of the Annual Report. The Company has the following Seven (7) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes: 1. Audit Committee 2. Risk Management Committee 3. Corporate Social Responsibility Committee 4. Nomination and Remuneration Committee 5. Stakeholders Relationship Committee 6. Finance Committee 7. Investment Committee The details with respect to the composition, terms of reference, number of meetings held, etc. of these Committees are included in the Report on Corporate Governance, which forms part of the Annual Report.

31. Corporate Governance

Our Corporate Governance framework has evolved over the years underpinned by our core values of Integrity, Responsibility and ethical practices. A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate from the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

32. Business Responsibility and Sustainability Reporting

A separate section on Business Responsibility forms part of this Annual Report as required under Regulation 34(2) (f) of the Listing Regulations read with SEBI Circular Dt.10/05/2021 read with SEBI Circular dt.12/07/2023 is enclosed to this report as

Annexure 4.

33. Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (‘SS) issued by the Institute of Company Secretaries of India (SS1 and SS2), relating to Meetings of the Board and its Committees and General Meetings respectively, which have mandatory application during the year under review.

34. Prevention of Sexual Harassment of Women at the Workplace

KCP is an equal employment opportunity Company and is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. As an organization, the Company is committed to ensure that every employee is treated with dignity and respect and works in a conducive work environment, which promotes professional growth of employee and encourages equality of opportunity. The Company has zero tolerance towards any act on the part of any employee, which may fall under the ambit of ‘sexual harassment at workplace, and is fully committed to uphold and maintain the dignity of every woman employee working in the Company. The Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment of women at workplace, which is also in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH). The said policy has been made available on the internal portal of the Company as well as the website of the Company. There were no complaints reported during the year and are pending at the beginning of the year.

35. Transfer to the Investor Education and Protection Fund (IEPF)

In line with the statutory requirements, the Company has transferred to the credit of IEPF set up by the Government of India. ) on the rolls of company: Unpaid/ unclaimed dividend for seven (7) years or more and the shares in respect of which dividend has not been encashed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares will be transferred as per the requirements of the IEPF rules, details of which are provided on our website, at http://www.kcp.co.in/ investor/Unpaid-Unclaimed-Dividend.

36. Particulars of Employees and Related Disclosures

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) have been appended as an Annexure 1 to this Annual Report. None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company. a) The ratio of the remuneration of each director to the median employees remuneration for the financial year and such other details as prescribed is as given below:

Name of the Director	Director Remuneration (Rs. in Crores)	Median Employees Remuneration	Ratio
		(Rs. in Crores)
Dr. V.L. Indira Dutt CMD	2.03	0.06	34:1
Smt. V. Kavitha Dutt -
	2.45	0.06	41:1
JMD

Sri. Ravi Chitturi, Technical Director was appointed on 1st February 2025 since his remuneration was not considered.

b) The percentage increase/ (decrease) in the median remuneration of employees in the Financial Year: (5.35%) c) The number of permanent employees (Management

652 d) If remuneration is as per the remuneration policy of the company: Yes 37. Significant and Material orders passed by the Regulators or Courts material orders passed by Therearenosignificant the Regulators / Courts which would impact the going concern status of the Company and its future operations.

38. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure-2 to this Report.

39. Other Disclosures

There were no revisions of financial statements and the Boards Report of the Company during the year under review. Further, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this Annual Report.

The Company has not issued any shares with differential voting rights/ sweat equity shares.

There has been no change in the nature of business of the Company as on the date of this report.

There are no proceedings,eitherfiledby KCP or pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the year 2024-2025.

40. Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Act: (i) in the preparation of the Annual Accounts for the year ended March 31, 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (ii) the directors had selected such accounting policies and applied them consistently and made judgements 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; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) annual accounts have been prepared on a going concern basis; (v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

The Board of Directors wishes to place on record their gratitude to the Central Government, State Governments, Companys Bankers, Customers, Dealers and other Business Associates for the assistance, co-operation and encouragement they extended to the Company. Your directors wish to whole heartedly thank the employees for their sincere and devoted contribution to the companys continued performance. Your directors are thankful to the shareholders and deposit holders for their continued patronage.

	For and on behalf of the Board of Directors
Place: Chennai	Dr V L Indira Dutt
Date: May 28, 2025	Chairperson and Managing Director