K E C International Ltd Auditor Reports

<dhhead>Independent Auditors Report</dhhead>

To the Members of KEC International Limited

REPORT ON THE AUDIT OF THE STANDALONE

FINANCIAL STATEMENTS

OPINION

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

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

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

BASIS FOR OPINION

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

EMPHASIS OF MATTER

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

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

KEY AUDIT MATTERS

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

Key audit matter	How our audit addressed the key audit matter
Estimation of construction contract revenue and related cost	Our procedures in respect of recognition of construction contract revenue and related cost included the following:
(Refer Notes 38 and 50 to the standalone financial statements)	• Understood and evaluated the design and tested the operating effectiveness of key internal financial controls, including those related to estimation of construction contract costs, contract revenue and review and approval thereof.
The Company enters into engineering, procurement and construction contracts, which are complex in nature and generally extend over a period of 2 to 3 years. Contract prices are fixed and/ or subject to price variation clauses.
	• Assessed the appropriateness of the revenue recognition accounting policies in accordance with Ind AS 115 “Revenue from Contracts with Customers”.
Contract revenue is measured based on the proportion of contract costs incurred for work performed until the balance sheet date, relative to the estimated total contract costs. The recognition of revenue, therefore, is based on estimates in relation to total estimated costs and estimated contract price of each contract.
	• For selected sample of contracts, performed the following procedures:
	a) Obtained and examined project related documents such as contracts, customer communications and price or scope variation orders.
This method requires the Company to perform an initial assessment of total estimated cost which include cost contingencies and subsequently, reassess the total construction cost at each reporting period to determine the appropriate percentage of completion.
	b) Obtained the percentage of completion calculations, agreed key contractual terms with customer contracts/ communication, tested the mathematical accuracy of the cost to complete calculations and re-performed the calculation of revenue recognised during the year based on the percentage of completion.
Based on contractual tenability of claims, price or scope variations, and progress of discussions and negotiations with the customers, Management recognises revenue for variable consideration and related contract balances in those circumstances, where it is highly probable that there will not be a significant reversal of cumulatively recognised revenue when the related uncertainties are resolved. Recognition of variable consideration involves significant Management judgment considering the complexities, uncertainties and extended period of time when the related matters are ultimately concluded.
	c) Evaluated ManagementRss development of the budgeted project/ contract costs, changes between planned and actual costs, and the estimated costs to complete.
	d) Verified relevant supporting documents and performed cut off procedures for construction contract related costs incurred through the reporting period.
	e) Evaluated the reasonableness of key assumptions included in the estimated total construction contract related costs:
Management periodically assesses the recoverability of such claims, price, or scope variations recognised as part of revenue and related contract balances, based on inputs from ManagementRss expert, certain assumptions, past experience, facts and circumstances of the underlying customer contract and consequently updates the amounts recognised in the financial statements.
	- Obtained the breakdown of estimated total contract costs and tested elements of the committed cost by obtaining executed purchase orders, agreements, customer confirmations/ documents, evidence relating to variable consideration/ claims.
	- Evaluated reasonableness of ManagementRss judgements and assumptions by using past experience and comparing the change in estimated total construction contract costs at period end from the previous periods.
We considered the estimation of construction contract revenue and related cost as a key audit matter given the following:
- There is an inherent risk and a presumed risk of fraud in revenue recognition, considering also the complex nature of the customer contracts; and	f) Tested trade receivables, contract assets and contract liability balances based on the status of specific contracts, considering the billing done, revenue recognised and advances received from customer, if any, through the reporting date.
- Complexities involved and significant Management judgement in making forecasts of future cost to complete the contract taking into account future activities to be performed in the contract, additional costs to be incurred, which has a consequential impact on the amount of revenue recognised, variable consideration recognised as revenue and the significance of these amounts to the financial statements.
	• For selected samples, evaluated ManagementRss assessment of recognising revenue for variable consideration, including claims, price or scope variations by reviewing the contractual terms, client communications and past experience, as applicable by involving Auditors expert.
	• Assessed the adequacy of presentation and related disclosures in the financial statements.
Recoverability of Trade Receivables and Contract Assets	Our procedures in respect of recoverability of trade receivables and contract assets included the following:
(Refer to Notes 10, 15, 19 and 62 to the standalone financial statement)	• Evaluated the design and tested the operating effectiveness of key internal financial controls over ManagementRss assessment of recoverability of trade receivables and contract assets.
Trade receivables and contract assets represent significant balances in the CompanyRss standalone financial statements as at March 31,2025. The assumptions used for estimating the expected credit loss in respect of these balances is an area which is influenced by significant ManagementRss judgment.
	• Obtained an understanding from Management for a selected sample of such customer balances the related contractual terms, collection experience, basis of ManagementRss assessment of collectability, and expected realisation plan.
The Management assesses the estimated credit losses in respect of trade receivables and contract assets based on credit risk profile of customers, project status, past collection experience, ongoing litigations and disputes, if any, economic and market conditions and applicable forward looking assumptions. Considering such assessment, Management uses a provision matrix to recognise impairment for expected credit losses in respect of such balances.	• Assessed the information used by the Management to determine the expected credit losses for a selected sample of such customer balances by considering credit risk profile of the customer, contractual terms, project status, past collection experience, uncertainties and delays in recoveries, subsequent realisation, correspondence with the customers, ongoing litigations and disputes, if any.
	• Tested the key assumptions and arithmetical accuracy of the provision matrix model used by Management to calculate the probability of default and estimate the expected credit losses in respect of trade receivables and contract assets.
Given the relative significance of these balances to the standalone financial statements, Management judgement and uncertainties involved as well as the nature and extent of audit procedures performed to assess the recoverability of trade receivables and contract assets, we determined this to be a key audit matter.
	• Assessed the adequacy of presentation and related disclosures in the financial statements.

OTHER INFORMATION

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

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

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

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

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

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

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

Those Board of Directors are also responsible for overseeing the CompanyRss financial reporting process.

Auditors RESPONSIBILITIES FOR THE AUDIT OF THE

STANDALONE FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

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

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

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

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

OTHER MATTER

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

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

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

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

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

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

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

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

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

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

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

operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer Note 56 to the financial statements);

ii. The Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts (Refer Note 36.3 to the financial statements);

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

iv. (a) The management has represented to us

and to the branch auditors that, to the best of its knowledge and belief, other than as disclosed in the notes to these standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company or any of the branches to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company or any of the branches (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 9.7 and 9.8 to the standalone financial statements);

(b) The management has represented to us and to the branch auditors that, to the best of its knowledge and belief, other than as disclosed in the notes to these standalone financial statements, no funds have been received by the Company or any of the branches from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the

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

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

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

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

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

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

	Sumit Seth
	Partner
Place: Mumbai	Membership Number: 105869
Date: May 26, 2025	UDIN: 25105869BMOPCD8789

Annexure A to Independent Auditors Report

Referred to in paragraph 17(h) of the Independent Auditors Report of even date to the members of KEC International on the standalone financial statements as of and for the year ended March 31, 2025

REPORT ON THE INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO STANDALONE FINANCIAL

STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3

OF SECTION 143 OF THE ACT

1. We have audited the internal financial controls with reference to standalone financial statements of KEC International Limited (“the Company”) as of March 31,2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date, which includes the internal financial controls over financial reporting of the CompanyRss 39 branches.

MANAGEMENTRsS RESPONSIBILITY FOR INTERNAL

FINANCIAL CONTROLS

2. The CompanyRss management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to CompanyRss policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors RESPONSIBILITY

3. Our responsibility is to express an opinion on the CompanyRss internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal fi nancial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone

financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained, and the audit evidence obtained by the branch auditors in terms of their reports referred in the Other Matter Paragraph below, is suffi cient and appropriate to provide a basis for our audit opinion on the CompanyRss internal financial controls system with reference to standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO FINANCIAL STATEMENTS

6. A CompanyRss internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A CompanyRss internal financial controls with reference to standalone fi nancial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the CompanyRss assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO STANDALONE

FINANCIAL STATEMENTS

7. Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial

statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

8. I n our opinion, the Company including 39 branches has,

in all material respects, adequate internal financial controls system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

OTHER MATTER

9. Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to financial statements in so far as it relates to 39 branches, is based on the corresponding reports of the auditors of such branches Rs of the Company. Our opinion is not modified in respect

of this matter.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

>

	Sumit Seth
	Partner
Place: Mumbai	Membership Number: 105869
Date: May 26, 2025	UDIN: 25105869BMOPCD8789

Annexure B to Independent Auditors Report

Referred to in paragraph 16 of the Independent AuditorsRs Report of even date to the members of KEC International Limited on the standalone financial statements as of and for the year ended March 31, 2025

In terms of the information and explanations sought by us and furnished by the Company, and the books of account and records examined by us during the course of our audit, and to the best of our knowledge and belief, we report that:

i. (a) (A) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of

Property, Plant and Equipment.

(B) The Company is maintaining proper records showing full particulars of Intangible Assets.

(b) The Property, Plant and Equipment are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the Property, Plant and Equipment has been physically verified by the Management during the year, and no material discrepancies have been noticed on such verification.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note 5.1 to the standalone financial statements, are held in the name of the Company, except for the following:

Description of property	Gross carrying value (Rs In Crore)	Held in the name of	Whether promoter, director or their relative or employee	Period held - indicate range, where appropriate	Reason for not being held in the name of the Company
Freehold land at Village Dhanot, Taluka Kalol, Gujarat		i. Asian Cables Corporation Limited ii. CETEX Petrochemicals Limited	No	01-03-2010 31-03-2005	The title has been transferred to and vested in the Company, pursuant to the Schemes of Amalgamation/ Arrangement in earlier years. Applications for change of name in the revenue record were rejected by the Sub-Divisional Officer (SDO) for want of payment of stamp duty. The Company has fled a revision application before the Appropriate Authority, challenging the order passed by SDO. Both Revision Applications are pending Anal disposal.
Freehold land at Jabalpur	0.81	SAE (I) Limited	No	1-10-2007	The title has been transferred to and vested in the Company pursuant to schemes of amalgamation/ arrangement in the earlier years. Third party has claimed title of the property and the said matter is sub judice before the Court.
Unit No.208, to 213 on 2nd floor, B wing, Bezzola Complex, B-71, Chembur, Mumbai 400071, India	9.72	Harrisons Malayalam Limited	No	13-07-2016	The title has been transferred to and vested in the Company, pursuant to the agreement for sale in earlier years. The registration of the Sale deed is pending on account of certain procedural formalities at the end of Harrisons Malayalam Limited.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or Intangible Assets or both during the year. Consequently, the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment (including Right of Use assets) or Intangible Assets does not arise.

(e) No proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in the standalone financial statements does not arise.

ii. (a) Except for inventory lying with third parties, the

other inventory has been physically verified by the Management during the year and, in our opinion, the coverage and procedure of such verification by Management is appropriate. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory and have been appropriately dealt with in the books of accounts.

(b) During the year, the Company has not been sanctioned working capital limits in excess of Rs 5 crores, in aggregate from banks and financial institutions on the basis of security of current assets and accordingly, the question of our commenting on whether the quarterly returns or statements are in agreement with the unaudited books of account of the Company does not arise.

iii. (a) The Company has made investments in two

companies and stood guarantee to six companies. The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such guarantees to such Companies are as per the table given below:

Particulars	Guarantees* (Rs in Crore)
Aggregate amount provided during
the year
- Subsidiaries	2,069.44
- Joint Controlled Operation	918.95
Balance outstanding as at balance
sheet date in respect of the above
- Subsidiaries	2,069.44
- Joint Controlled Operation	918.95

Converted at closing exchange rates

(Also, refer Note 9 and 55 to the standalone financial statements)

(b) In respect of the aforesaid investments/guarantees, the terms and conditions under which such investments were made/guarantees provided are not prejudicial to the CompanyRss interest.

(c) The Company has not granted secured/unsecured loans/advances in nature of loans. Therefore, the reporting under clause 3 (iii)(c), 3 (iii)(d), 3 (iii)(e) and 3

(iii)(f) of the Order are not applicable to the Company.

iv. In our opinion, the Company has not given any loans during the year and accordingly, the provisions of section 185, of the Act are not applicable to the Company. The Company is engaged in providing infrastructural facilities as specified in Schedule VI to the Act and accordingly, the provisions of Section 186, except sub-section (1), of the Act are not applicable to the Company. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 186(1) of the Act in respect of the investments made by it.

v. The Company has not accepted any deposits or amounts which are deemed to be deposits referred in Sections 73, 74, 75 and 76 of the Act and the Rules framed there under.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) In our opinion, the Company is generally regular

in depositing undisputed statutory dues in respect of income tax, professional tax, provident fund and employeesRs state insurance, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and services tax and other statutory dues , as applicable, with the appropriate authorities. However, there are no arrears of statutory dues outstanding as at March 31,2025, for a period of more than six months from the date they became payable.

(b) There are no statutory dues of provident fund, employeesRs state insurance, duty of customs and cess which have not been deposited on account of any dispute. The particulars of other statutory dues referred to in sub-clause (a) as at March 31, 2025, which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs In crores)*	Period to which the amount relates	Forum where the dispute is pending
The Central Sales Tax	Sales tax and	5.88	1995-1996 to 2017-2018	Appellate Authority
Act, 1956 and Local	value added	8.09	2010-2011	Revisionary Board of West Bengal
Sales Tax Acts	tax	3.40	2009-2010 to 2015-2016	Appellate Tribunal
		2.16	2009-10 to 2014-2015	Rajasthan Tax Board
		18.97	2014-2015 to 2016-2017	High Court
The Finance Act, 1994	Service Tax	3.98	2008-2009 to 2015-2016	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
		36.48	2014-2015 to 2017-2018	Appellate authority
		145.33	2004-2005 to	Supreme Court
			2008-2009
The Central Excise Act,	Excise Duty	0.14	2017-2018	Customs Excise and Service Tax
1944				Appellate Tribunal (CESTAT)
		0.36	2008-2009 to 2014-2015	Appellate Authority
The Income- Tax Act,	Income Tax	5.65	2015-2016 to 2020-2021	Appellate Authority
1961		1.28	2022-2023	Dispute Resolution Panel (DRP)
Entry Tax Act, 1976,	Entry Tax	0.20	2009 -2010 to	Appellate Authority - up to
Madhya Pradesh			2015 -2016	CommissionerRss level
Entry Tax, Gurgaon	Entry Tax	1.25	2013-2014 to 2016-2017	West Bengal High Court
Goods and Services	Goods and	43.43	2017-2018 to 2022-2023	Appellate Authority
Tax	Services Tax	21.10	2021-22 to 2022-23	Madras High Court

Net of amount paid under protest amounting to Rs 62.53 Crores.

viii. There are no transactions previously unrecorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix. (a) The Company has not defaulted in repayment of loans

or other borrowings or in the payment of interest to any lender during the year.

(b) On the basis of our audit procedures, we report that the Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government authority.

(c) I n our opinion, the term loans have been applied for the purposes for which they were obtained. (Also, refer Note 76 to the standalone financial statements)

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been utilised for long-term purposes by the Company.

(e) On an overall examination of the standalone fi nancial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us and procedures performed by us, we report that

the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x. (a) The Company has not raised any money by way of

initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has made a private placement of shares during the year, in compliance with the requirements of Section 42 and Section 62 of the Act. The funds raised have been used for the purpose for which funds were raised.

xi. (a) During the course of our examination of the books and

records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be fled with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the Company.

(c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has received whistle-blower complaints during the year, which have been considered by us for any bearing on our audit and reporting under this clause. In respect of certain complaints, for which preliminary findings of the investigations have been provided to us by management, our consideration of the complaints having any bearing on our audit is limited to such preliminary findings.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause 3(xii) of the Order is not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard 24 “Related Party Disclosures” specified under Section 133 of the Act.

xiv. (a) In our opinion, the Company has an internal audit

system commensurate with the size and nature of its business.

(b) The reports of the Internal Auditor for the period under audit have been considered by us.

xv. I n our opinion, the Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company.

xvi. (a) The Company is not required to be registered under

Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial/housing finance activities during the year. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) In our opinion, the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) has four CICs as part of the Group.

xvii. The Company has not incurred any cash losses in the fi nancial year or in the immediately preceding fi nancial year.

Following matters have been reported by the auditors on the financial statements of the respective components under the report on the matters specif ed in paragraphs 3 and 4 of the Companies (Auditors Report) Order, 2020 (CARO) which have been reproduced under this clause by us as under:

Sr. No.	Name of component	Date of report		Matters reproduced
1	KEC International Limited - Bhutan Branch	April 23, 2025		The Branch has incurred cash losses of BTN 1,88,888 in the f nancial year and BTN Nil in the immediately preceding f nancial year.
2	KEC International Limited - Jordan Branch	April 21,2025		The Branch has incurred cash losses of JOD 1,54,249 in the financial year and loss of JOD 5,87,934 in the immediately preceding financial year.
3	KEC International Limited - Philippine Branch	April 21,2025		The Branch has incurred cash losses of PGK 9,75,258 in the fnancial year and loss of PGK 14,57,018 in the immediately preceding financial year.
4	KEC International Limited - Nigeria Branch	April 26, 2025		The Branch has incurred cash losses of NGN 93,80,44,344 in the f nancial year and loss of NGN 30,23,57,103 in the immediately preceding financial year.
5	KEC International Limited - Oman Branch	April 22, 2025		The Branch has incurred cash losses of RO.27,74,479, in the financial year and loss of RO.52,59,113 in the immediately preceding financial year.
6	KEC International Limited - South Africa Branch	April 30, 2025		The branch has incurred cash losses of ZAR 10,34,429 in the financial year and ZAR Nil in the immediately preceding financial year.
7	KEC International Limited - Srilanka Branch	April 19, 2025		The Branch has incurred cash losses of Rs 4,41,76,024 in the f nancial year and loss of Rs 14,38,77,068 in the immediately preceding financial year.
8	KEC International Limited - Tanzania Branch	April 15, 2025		The Branch has incurred cash losses of TZS 1,17,37,642 in the financial year and TZS Nil in the immediately preceding financial year.
9	KEC International Limited - Togo Branch		April 21, 2025		The Branch has incurred cash losses of XOF 76,42,332 in the financial year and loss of XOF 33,12,85,317 in the immediately preceding financial year.
10	KEC International Limited - Uganda Branch		April 22, 2025		The branch has incurred cash losses of UGX 2,41,30,88,268 in the financial year and loss of UGX 7,77,67,69,524 in the immediately preceding financial year.
11	KEC International Limited - Abu Dhabi Branch		May 12, 2025		The Branches have incurred cash losses of AED Nil during the financial year ended 31 March 2025 and AED 85,02,708 in the immediately preceding financial year.
12	KEC International Limited - Afghanistan Branch		April 28, 2025		The Branch has incurred cash losses of USD 14.34 Lakhs in the financial year and USD 13.03 Lakhs in the immediately preceding financial year.
13	KEC International Limited - Algeria Branch		April 21, 2025		The Branch has incurred cash losses of DZD 1,480 in the financial year and DZD 7,884 in the immediately preceding financial year.
14	KEC International Limited - Burkina Faso Branch		April 21, 2025		The Branch has incurred cash losses of XOF 10,53,86,565 in the financial year and XOF 3,77,45,604 in the immediately preceding financial year.
15	KEC International Limited - Cameroon Branch		April 21, 2025		The Branch has incurred cash losses of XAF 1,62,868 in the financial year and XAF 8,76,114 in the immediately preceding financial year.
16	KEC International Limited - Egypt Branch		April 21, 2025		The Branch has incurred cash losses of EGP 27,235 in the financial year and EGP 31,16,790 in the immediately preceding financial year.
17	KEC International Limited - Ethiopia Branch		April 21, 2025		The Branch has incurred cash losses of ETB 6,69,633 in the financial year and ETB 52,99,128 in the immediately preceding financial year.
18	KEC International Limited - Georgia Branch		April 24, 2025		The Branch has incurred cash losses of 21,95,309 GEL in the financial year and 22,93,066 GEL in the immediately preceding financial year.
19	KEC International Limited - Ghana Branch		April 21, 2025		Branch has incurred cash losses of GHS 15,278 in the financial year and GHS 2,90,544 in the immediately preceding financial year.
20	KEC International Limited - Mozambique Branch		April 19, 2025		The Branch has incurred cash losses of MZN 9,33,60,166 in the financial year and incurred cash losses of MZN 35,48,29,318 in the immediately preceding financial year.
21	KEC International Limited - Ivory Coast Branch		April 21, 2025		The Branch has incurred cash losses of XOF 20,41,24,178 in the financial year and XOF 23,26,77,806 in the immediately preceding financial year.
22	KEC International Limited - Kenya Branch		April 21, 2025		The Branch has incurred cash losses of KES 38,06,540 in the financial year and KES 5,44,41,226 of in the immediately preceding financial year.
23	KEC International Limited - Moldova Branch		April 24, 2025		The Branch has incurred cash losses of 1,43,55,204 MDL in the financial year and 48,66,435 MDL in the immediately preceding financial year
24	KEC International Limited - Libya Branch		April 21, 2025		The Branch has not incurred any cash losses in the financial year and LYD 46,315 in the immediately preceding financial year.
25	KEC International Limited - Mali Branch		April 21, 2025		The Branch has incurred cash losses of XOF 13,65,61,544 in the financial year and XOF 16,83,96,916 in the immediately preceding financial year.
26	KEC International Limited - Morocco Branch		April 14, 2025		The Branch has incurred cash losses of MAD 2,291 in the financial year and MAD 6,246 in the immediately preceding financial year.
27	KEC International Limited - Nepal Branch		April 23, 2025		The Branch has not incurred cash losses in the financial year, however it has incurred cash losses of Nepalese Rs 33,23,45,227 in the immediately preceding financial year.

28	KEC International Limited - Senegal Branch	April 21,2025	The Branch has incurred cash losses of XOF 25,22,18,511 in the financial year and XOF 40,55,73,316 in the immediately preceding financial year.
29	KEC International Limited - Sierra Leone Branch	April 21,2025	The Branch has incurred cash losses of SLE 876,966 in the financial year and not incurred any cash losses in the immediately preceding financial year.
30	KEC International Limited - Tunisia Branch	April 21,2025	The Branch has incurred cash losses of TND 49,170 in the financial year and TND 27,366 in the immediately preceding financial year.
31	KEC International Limited - Zambia Branch	April 21,2025	The Branch has not incurred cash losses in the financial year and incurred ZMW 88,868 in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and accordingly the reporting under clause 3(xviii) of the Order is not applicable.

xix. On the basis of the financial ratios (Also, refer Note 66 to the standalone financial statements), ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date will get discharged by the Company as and when they fall due.

xx. (a) I n respect of other than ongoing projects, as at

balance sheet date, the Company does not have any

amount remaining unspent under Section 135(5) of the Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable. (Also, refer Note 59 to the standalone financial statements)

(b) The Company has transferred the amount of Corporate Social Responsibility remaining unspent under sub-section (5) of Section 135 of the Act pursuant to ongoing projects to a special account in compliance with the provision of sub-section (6) of Section 135 of the Act. (Also, refer Note 59 to the standalone financial statements)

xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

	Sumit Seth
	Partner
Place: Mumbai	Membership Number: 105869
Date: May 26, 2025	UDIN: 25105869BMOPCD8789