K E C International Ltd Auditor Reports

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, 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policy information and other explanatory information in which are included the financial statements / financial information for the year ended on that date audited by the branch auditors of the Companys 39 branches located at Abu Dhabi, Afghanistan, Algeria, Bangladesh, Bhutan, Burundi, Burkina Faso, Cameroon, Egypt, Ethiopia, Georgia, Ghana, Guinea, Ivory Coast, Jordan, Kenya, Kuwait, Libya, Malaysia, Mali, Moldova, Morocco, Mozambique, Nepal, Nicaragua, 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 Notes 4.1 and 50 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 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, 2024, 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 standalone 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 other auditors in terms of their reports referred to in sub-paragraphs 14 and 15 of the Other Matters section below, is sufficient and appropriate to provide a basis for our opinion.

EMPHASIS OF MATTER

4. We draw attention to Note 63 of the standalone financial statements, regarding the Companys net exposure of

Rs. 245 crores (including Afghanistan branch exposure) from its transmission line projects in Afghanistan as at March 31, 2024, which are kept on hold due to Force Majeure event where as per management, the probability of resumption of work is considered as remote. The timing of the recovery of the said exposure is dependent upon the geopolitical environment in Afghanistan and negotiations with international funding agencies.

Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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 (Refer Notes 38 and 51 to the standalone financial statements)	Our procedures over the recognition of construction revenue included the following:
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 / subject to price variance clauses.	• Understood and evaluated the design and tested operating effectiveness of key internal financial controls, including those related to estimation of construction contract costs & contract price and review and approval thereof.
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, rely on estimates in relation to total estimated costs and estimated contract price of each contract.	• Assessed the appropriateness of the revenue recognition accounting policies in line with Ind AS 115 "Revenue from Contracts with Customers".
	• For selected sample of contracts, performed the following procedures:
	a) We obtained the percentage of completion calculations, agreed key contractual terms back by signed contracts, tested the mathematical accuracy of the cost to complete calculations and re-performed the calculation of revenue recognized during the year based on the percentage of completion.
This method requires the Company to perform an initial assessment of total estimated cost and further, reassess the total construction cost at each reporting period to determine the appropriate percentage of completion.
We considered the estimation of construction contract cost as a key audit matter given the involvement of significant management judgement which has a consequential impact on revenue recognition.
	b) For costs incurred to date, we verified relevant supporting documents and performed cut off procedures.
	c) Variable consideration (variation/claims) is recognized by the management when its recovery is assessed to be highly probable. We have evaluated the management assessment by reviewing the contractual terms, client communications and past trends, wherever considered necessary.
	d) Evaluated the reasonableness of key assumptions included in estimated total contract costs:
	- For a selected sample of contracts, 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 managements judgements and assumptions by using past trends and comparing the movement in estimated total contracts costs from previous periods.
	• Assessed the adequacy of presentation and related disclosures in the standalone financial statements.
	Based on the procedures performed above, we considered manner of estimation of contract cost and recognition of revenue to be reasonable.
Key audit matter	How our audit addressed the key audit matter
Recoverability of Trade Receivables and Contract Assets (Refer to Notes 10,15 and 20 to the standalone financial statement)	Our procedures towards recoverability of trade receivables involved the following:
	• Evaluated the design and tested the operating effectiveness of key controls over the assessment of recoverability of receivables.
Trade receivables and contract assets (other than that described in the Emphasis of matter paragraph above), are significant balances in the Companys standalone financial statements as at March 31, 2024 and assumptions used for estimating the expected credit loss on receivables is an area which is influenced by managements judgement.
	• For a selected sample of contracts, we made enquiries with the management and gained an understanding of the related contractual terms, collection history, basis of their assessment of collectability, realization plan, verified the carrying value of trade receivables.
The Company makes an assessment of the estimated credit losses basis credit risk, project status, past history, ongoing litigations and disputes, if any, existing market conditions and forward-looking estimates, with the customer.
	• Assessed and challenged the information used by the Management to determine the expected credit losses by considering credit risk of the customer, contractual terms, project status, past history, subsequent realization, correspondence between the Company and their customers, ongoing litigations and disputes, if any, existing market conditions and forward-looking estimates, with the customer.
Given the relative significance of these receivables to the standalone financial statements and judgement involved as well as the nature and extent of audit procedures involved to assess the recoverability of receivables, we determined this to be a key audit matter.
	Based on the procedures performed above, no significant deviations were observed in respect of managements assessment of recoverability of trade receivables.

OTHER INFORMATION

6. The Companys 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 Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation 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 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. In preparing the standalone financial statements, management is responsible for assessing the Companys 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 Companys 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 judgment and maintain professional scepticism throughout the audit. We also:

• Identify 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 managements 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 Companys 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 standalone 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 which are included in the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the standalone financial statements of which we are the independent auditors. For the other entities included in the standalone financial statements, which have been audited by other auditors, such 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 de_ciencies 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 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 MATTERS

14. We did not audit the financial statements / financial information of 34 branches and 33 jointly controlled operations included in the standalone financial statements of the Company, whose financial statements / financial information reflect total assets of Rs. 4,650 crores and net assets of Rs. 379 crores as at March 31, 2024, total revenues of Rs. 4,828 crores, total net loss after tax of Rs. 53 crores, total comprehensive loss (comprising of loss and other comprehensive income) of Rs. 32 crores for the year ended March 31, 2024 and net cash inflows amounting to Rs. 18 crores for the year then ended. The financial statements/ financial information of these branches and jointly controlled operations 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 in so far as it relates to the amounts and disclosures included in respect of these branches and jointly controlled operations, is based solely on the reports of such branch auditors and other auditors.

15. The financial statements/ financial information of 5 branches and 1 jointly controlled operation located outside India, included in the standalone financial statements, which constitute total assets of Rs. 20 crores and net liabilities of Rs. 196 crores as at March 31, 2024, total revenue from operations of Rs. 38 crores, total net loss after tax of

Rs. 18 crores, total comprehensive loss (comprising of loss and other comprehensive income) of Rs. 18 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 other auditors under generally accepted auditing standards applicable in their respective countries. The Companys management has converted the financial statements/ financial information of such branches/ jointly controlled operation 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 Companys management. Our opinion in so far as it relates to the balances and affairs of such branches and jointly controlled operation located outside India, is based on the report of such 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 two branches and one jointly controlled operation, on account of loss incurred during the year by these branches and jointly controlled operation, which are 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 with respect to our reliance on the work done and the reports of the 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) In 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 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 Cash Flow Statement 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 the 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, 2024, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 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 comment in paragraph 17(b) above on reporting under Section 143(3)(b) of the Act.

(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, in our opinion and to the best of our information and according to the explanations given to us:

i. The standalone financial statements disclose the impact, if any, of pending litigations on the standalone financial position of the Company, its branches and jointly controlled operations – Refer Note 57 to the standalone financial statements.

ii. The Company has made provision in the standalone financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 36.3 to the standalone financial statements in respect of such items as it relates to the Company, its branches and jointly controlled operations.

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 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 9.7 to the standalone financial statements); and

(c) Based on such audit procedures that has been 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 during the year by the Company is in compliance with Section 123 of the Act.

vi. Based on our examination, which included test checks and that performed by the respective auditors of branches, the Company and its branches have used 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: (a) 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, and (b) in case of four branches, the respective other auditors have not commented on the feature of recording audit trail (edit log) for the books of account maintained by these branches. During the course of our audit and basis the report of the branch auditors, except for the aforesaid instances, 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 Chartered Accountants

Sarah George

Partner Place: Mumbai Membership Number: 045255 Date: May 07, 2024 UDIN: 24045255BKGUEY9869

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 Limited on the standalone financial statements as of and for the year ended March 31, 2024

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, 2024 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 Companys 39 branches.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

2. The Companys 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 Companys 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 Companys 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 deemed to be prescribed 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 financial 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 standalone 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 other auditors in terms of their reports referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

6. A companys 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 companys internal financial controls with reference to standalone financial 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 unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone 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. In our opinion, the Company including 39 branches has, in all material respects, an 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, 2024, 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 standalone financial statements in so far as it relates to 39 branches of the Company, is based on the corresponding reports of the auditors of such branches of the Company. Our opinion is not modified in respect of this matter.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016 Chartered Accountants

Sarah George

Partner Place: Mumbai Membership Number: 045255 Date: May 07, 2024 UDIN: 24045255BKGUEY9869

Annexure B to Independent Auditors Report

Referred to in paragraph 16 of the Independent Auditors 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, 2024 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, and based on the consideration of reports of branch auditors, 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 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	No	01-03-2010*	The title has been transferred to and vested in the Company, pursuant to the Schemes of Amalgamation/ Arrangement in earlier years.
		ii. CETEX Petro chemicals Limited	No	31-03-2005*	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 filed a revision application before the Appropriate Authority, challenging the order passed by SDO.
Freehold land at Jabalpur, Madhya Pradesh Bezzola Complex, Chembur, Mumbai,	0.81	SAE (I) Limited Harrisons	No	01-10-2007	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. The title has been transferred to and vested in the Company, pursuant to the agreement for sale in earlier years.
Maharashtra (Unit No.208, to 213 on 2nd floor, B wing)	9.72	Malayalam Limited	No	13-07-2016	The registration of the Sale deed is pending on account of certain procedural formalities at the end of Harrisons Malayalam Limiteds Banker.

* The dates stated in column refers to transfer and vesting date pursuant to the appointed date as per the Schemes of Amalgamation/Arrangement with the companies stated in column "Held in the name of".

(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) Based on the information and explanations furnished to us, 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) The physical verification of inventory excluding stocks with third parties has been conducted at reasonable intervals by the Management during the year and, in our opinion, the coverage and procedure of such verification by Management is appropriate. In respect of inventory lying with third parties, these have substantially been confirmed by them. 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 account.

(b) During the year, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from banks on the basis of security of current assets. The Company has filed quarterly returns or statements with such banks, which are in agreement with the unaudited books of account (Also, refer Note 30 to the standalone financial statements).

iii. (a) The Company has made investments in one company and stood guarantee to seven companies. The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such guarantees to subsidiaries and a jointly controlled operation are as per the table given below:

Particulars	Guarantees*
	Rs. ( in Crore)
Aggregate amount provided during
the year
- Subsidiaries	710.92
- Joint Controlled Operation	425.34
Balance outstanding as at balance
sheet date in respect of the above
- Subsidiaries	710.92
- Joint Controlled Operation	425.34

*Converted at closing rates

(Also, refer Notes 9, 18 and 56 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 Companys interest.

(c) In respect of the loans having opening balances, the schedule of repayment of principal and payment of interest has been stipulated, and the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(d) In respect of the loans, there is no amount which is overdue for more than ninety days.

(e) There were no loans which have fallen due during the year and were renewed or extended. Further, no fresh loans were granted to same parties to settle the existing overdue loans.

(f) There were no loans which were granted during the year, including to promoters / related parties.

. TheCompanyisengagedinprovidinginfrastructuralfacilities 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 185 and 186(1) of the Act in respect of the investments made and guarantees provided 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 thereunder.

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) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including goods and services tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no statutory dues of provident fund, employees state insurance, 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, 2024 which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs. in Crore)	Period to which the amount relates	Forum where the dispute is pending
The Central Sales Tax Act,	Sales tax and	11.65	1995-1996 to 2016-2017	Appellate Authority
1956 and Local Sales Tax Acts	value added tax	7.42	2010-2011	Revisionary Board of West Bengal
		5.92	2007-2008 to 2016-2017	Appellate Tribunal
		21.41	2012-2013 to 2014-2015	High Court
The Finance Act, 1994	Service Tax	36.48	2014-2015 to 2017-2018	Appellate Authority
		7.31	2007-2008 to 2015-2016	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
		145.33	2004-2005 to 2008-2009	Supreme Court
The Customs Act, 1962	Custom Duty	0.60	1995-1996	High Court
The Central Excise Act, 1944	Excise Duty	9.30	2008-2009 to 2017-2018	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
		0.13	2008-2009 to 2016-2017	Supreme Court
The Income- Tax Act, 1961	Income Tax	16.00	2012-2013 to 2020-2021	Appellate Authority
Entry Tax Act, 1976, Madhya Pradesh	Entry Tax	0.20	2009-2010 to 2015-2016	Appellate Authority – up to Commissioners level
Entry Tax, Gurgaon	Entry Tax	0.15	2013-2014 to 2016-2017	West Bengal High Court
Goods and Services Tax	Goods and Services Tax	38.13	2017-2018 to 2021-2022	Appellate Authority

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, that has not been recorded in the books of account.

ix. (a) According to the records of the Company examined by us and the information and explanation given to us, 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) According to the records of the Company examined by us and the information and explanation given to us, 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) According to the records of the Company examined by us and the information and explanation given to us, the term loans have been applied for the purposes for which they were obtained. (Also, refer Note 74 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 financial 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.

(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.

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 not made any preferential allotment or private placement of shares or fully or partially or optionally convertible debentures during the year. Accordingly, the reporting under clause 3(x)(b) of the Order is not applicable to the Company.

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 filed 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, and according to the information and explanations given to us, 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 and according to the information and explanations given to us, 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. 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(xvi)(c) of the Order is not applicable to the Company.

(d) Based on the information and explanations provided by the management of the Company, the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) has 3 CICs as part of the Group. We have not, however, separately evaluated whether the information provided by the management is accurate and complete.

xvii. The Company has not incurred any cash losses in the

financial year or in the immediately preceding financial year.

Following matters have been reported by the auditors of the respective components under the report on the matters specified in paragraphs 3 and 4 of the Companies (Auditors Report) Order, 2020 (CARO) on the financial statements of respective components of the Company 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 22, 2024	The branch has incurred cash losses of BTN. Nil in the financial year and of BTN. 35,28,513 in the immediately preceding financial year.
2	KEC International Limited - Jordan Branch		April 13, 2024	The branch has incurred cash losses of JoD. 600,941 in the financial year and of JoD. 795,084 in the immediately preceding financial year.
3	KEC International Limited -		April 23, 2024	The branch has incurred cash losses of MYR Nil in the financial year and of
	Malaysia Branch			MYR Nil in the immediately preceding financial year.
4	KEC International Limited -		April 19, 2024	The branch has incurred cash losses of NGN 302,357,103/- in the financial
	Nigeria Branch			year and of NGN 282,475,388/- in the immediately preceding financial year.
5	KEC International Limited - Oman Branch		April 22, 2024	The branch has incurred cash losses of RO.5,259,113 in the financial year and of RO.62,913 in the immediately preceding financial year.
6	KEC International Limited -		April 25, 2024	The branch has incurred cash losses of ZAR Nil in the financial year and of
	South Africa Branch			loss of ZAR 2,693,869 in the immediately preceding financial year.
7	KEC International Limited - Srilanka Branch		April 24, 2024	The branch has incurred cash losses of LKR 143,877,068 in the financial year and of LKR 71,908,167 in the immediately preceding financial year.
8	KEC International Limited - Tanzania Branch		April 19, 2024	The branch has incurred a profit of Nil in the financial year and of loss of Nil in the immediately preceding financial year.
9	KEC International Limited - Togo Branch		April 18, 2024	The branch has incurred cash losses of XOF. 331,285,317 in the financial year and of XOF 2,387,273,503 in the immediately preceding financial year.
10	KEC International Limited - Uganda Branch		April 19, 2024	The branch has incurred cash losses of UGX 11,347,554,052 in the financial year and of UGX 5,898,346,676 in the immediately preceding financial year.
11	KEC International Limited - Abu Dhabi Branch		April 29, 2024	The Branches have incurred cash losses of AED 8,502,708 during the financial year ended 31 March 2024 and AED 67,030,860 in the immediately preceding financial year
12	KEC International Limited - Afghanistan Branch		April 29, 2024	The branch has incurred cash losses of USD 13.03 Lakhs in the financial year and of USD 29.63 Lakhs in the immediately preceding financial year.
13	KEC International Limited - Algeria Branch		April 26, 2024	The branch has incurred cash losses of DZD 7883.9 in the financial year and of DZD 458432.05 in the immediately preceding financial year.
14	KEC International Limited - Burkina Faso Branch		April 29, 2024	The branch has incurred cash losses of XOF 37745604 in the financial year and of XOF Nil in the immediately preceding financial year.
15	KEC International Limited - Cameroon Branch		April 26, 2024	The branch has incurred cash losses of XAF 876114 in the financial year and of XAF 6453564 in the immediately preceding financial year.
16	KEC International Limited - Egypt Branch		April 26, 2024	The branch has incurred cash losses of EGP 3116790 in the financial year and of EGP Nil in the immediately preceding financial year.
17	KEC International Limited - Ethiopia Branch		April 26, 2024	The branch has incurred cash losses of ETB 5299198 in the financial year and of ETB 1515922 in the immediately preceding financial year.
18	KEC International Limited - Georgia Branch		April 27, 2024	The branch has incurred cash losses of 22,93,066 GEL in the financial year and of 12,01,781 GEL in the immediately preceding financial year.
19	KEC International Limited -		April 26, 2024	The branch has incurred cash losses of GHS 290544 in the financial year and
	Ghana Branch			of GHS Nil in the immediately preceding financial year.
20	KEC International Limited - Guinea Branch		April 26, 2024	The branch has incurred cash losses of GNF Nil in the financial year and of GNF 10769370594 in the immediately preceding financial year.
21	KEC International Limited - Ivory Coast Branch		April 26, 2024	The branch has incurred cash losses of XOF 232677806 in the financial year and of XOF 272408977 in the immediately preceding financial year.
22	KEC International Limited - Kenya Branch		April 26, 2024	The branch has incurred cash losses of KES 54441227 in the financial year and of KES Nil in the immediately preceding financial year.
23	KEC International Limited - Kuwait Branch		April 26, 2024	The branch has incurred cash losses of KWD Nil in the financial year and of KWD 11683 in the immediately preceding financial year.
24	KEC International Limited - Libya Branch		April 29, 2024	The branch has incurred cash losses of LYD 46315 in the financial year and of LYD 146845 in the immediately preceding financial year.
25	KEC International Limited - Mali Branch	April 29, 2024		The branch has incurred cash losses of XOF 168396916 in the financial year and of XOF Nil in the immediately preceding financial year.
26	KEC International Limited - Morocco Branch	April 19, 2024		The branch has incurred cash losses of 6231 KMAD in the financial year and of 7588 KMAD in the immediately preceding financial year.
27	KEC International Limited - Nicaragua Branch	April 26, 2024		The branch has incurred cash losses of NIO 6504500 in the financial year and of NIO Nil in the immediately preceding financial year.
28	KEC International Limited - Senegal Branch	April 27, 2024		The branch has incurred cash losses in the financial year of XOF 39,43,86,443 and cash loss of XOF 15,88,05,242 in the immediately preceding financial year.
29	KEC International Limited - Sierra Leone Branch	April 26, 2024		The branch has incurred cash losses of SLE Nil in the financial year and of SLE 7894789 in the immediately preceding financial year.
30	KEC International Limited - Tunisia Branch	April 26, 2024		The branch has incurred cash losses of TND 27336 in the financial year and of TND 45855 in the immediately preceding financial year.
31	KEC International Limited - Zambia Branch	April 26, 2024		The branch has incurred cash losses of ZMW 88868 in the financial year and of ZMW 72577 in the immediately preceding financial year.
32	KEC International Limited - Moldova Branch	April 27, 2024		The branch has incurred cash losses in the financial year 48,66,435 MDL and year and no cash loss 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. According to the information and explanations given to us and on the basis of the financial ratios (Also refer Note 64 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) In 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.

(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 project/(s) to a special account in compliance with the provision of sub-section (6) of Section 135 of the Act. (Also, refer Note 60 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 Chartered Accountants

Sarah George

Partner Place: Mumbai

Membership Number: 045255

Date: May 07, 2024

UDIN: 24045255BKGUEY9869