Kennametal India Ltd Directors Report

Your Directors are pleased to present the 60 Annual Report along with Audited Financial Statements for the financial year ended

June 30, 2025:

FINANCIAL RESULTS

( in million)

Particulars	FY 2024-25	FY 2023-24
Total income	11,847	11,114
Pro t before tax and exceptional items	1,402	1,386
Less: Tax expense	373	408
Current tax	392	370
Tax adjustment relating to earlier years	16	19
Deferred tax (credit)/charge	(35)	19
Add: Exceptional items income / (expense)	0	127
Pro t after tax	1,029	1,105
Add: Other comprehensive income/(loss) for the year, net of tax	(5)	3
Total comprehensive income for the year	1,024	1,108
Add: balance brought forward from previous year	7,115	6,663
Total available for appropriation	8,139	7,771
Less: Interim dividend paid	879	659
Add: Share based compensation adjustment	(7)	3
Balance transferred to balance sheet	7,253	7,115

Previous period gures have been regrouped and/or reclassi ed wherever necessary to con rm with the current period presentation in compliance with Ind

AS requirement.

review. The same shall be considered as Final Dividend for the nancial

year ended June 30, 2025.

The Company has not transferred any amounts to general reserves for the

financial year ended June 30, 2025.

Dividend distribution policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred as SEBI (LODR) Regulations, 2015], the Board of Directors of the Company had formulated a Dividend Distribution Policy. All the policies of the Company including Dividend Distribution Policy is a v a i l a b l e o n t h e w e b s i t e o f t h e C o m p a n y a t https://www.kennametal.com/in/en/about-us/kil- nancials/policies.html

CHANGES IN SHARE CAPITAL

There were no changes in the Share Capital of the Company during the

financial year under review.

STATEMENT OF DEVIATION(S) OR VARIATION(S) IN SHARE CAPITAL

During the year under review, there was no instance to report Statement of Deviation(s) or Variation(s) in share capital as per Regulation 32 of the SEBI (LODR) Regulations, 2015.

CAPITAL STRUCTURE OF THE COMPANY

The Authorized Share Capital of the Company is 239,782,400/- (Rupees Two Hundred & Thirty-Nine Million, Seven Hundred & Eighty-Two Thousand, Four Hundred Only) divided into 23,978,240 (Twenty-Three Million, Nine Hundred & Seventy-Eight Thousand, Two Hundred & Forty

STATE OF COMPANYS AFFAIRS

Operating results

Sales revenue growth was higher in FY 2024-25 due to better performance in both Hard Metals and Machining Solutions segment. Pro t before tax and exceptional items for FY 2024-25 was 1,402 Million, up 1.2% over the previous financial year. The Companys profit was up in comparison with the previous financial year for the Hard Metal segment due to better utilization of plant capacity and favourable raw material costs. Machining Solutions segment reported higher sales in FY 2024-25, however, segment pro tability was lower due to adverse product mix, higher marketing spends and under absorption of overhead. The Company has also earned higher other income on account of higher investment income.

Return on capital and cash ows

Return on Capital Employed (ROCE) remained at at 19% in FY 2024-25 as compared to FY 2023-24. Return (PAT) on net worth was 14% in FY 2024-25 as compared to 15% in FY 2024-25. Net operational cash flow generated during the year increased from 1,143 million in FY 2023-24 to 1,448 million in FY 2024-25, driven by working capital movement.

Dividend and reserves

An Interim Dividend of 40/- per Equity Share of 10/- (Rupees Ten only) each (400% on the Paid-up Share Capital of the Company) was declared by the Board on May 15, 2025 for the financial year ended June 30, 2025 and May 28, 2025 was xed as Record Date for the said purpose. The said Interim Dividend was paid on June 6, 2025. Your Company had declared a higher rate of interim dividend this year as compared to the previous year(s) keeping in view the strong cash flows of the Company for the year under only) Equity Shares of 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company as on date is 219,782,400/- (Rupees Two

Hundred & Nineteen Million, Seven Hundred & Eighty-Two Thousand, Four Hundred Only) divided into 21,978,240 (Twenty-One Million, Nine Hundred & Seventy-Eight Thousand, Two Hundred & Forty only) Equity Shares of 10/- each.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH

DIFFERENTIAL VOTING RIGHTS

During the financial year under review, the Company has not issued Equity

shares with Differential Voting Rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

During the financial year under review, the Company has not issued Shares

under Employee Stock Options.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

During the financial year under review, the Company has not issued Sweat

Equity Shares.

MATERIAL CHANGES AND COMMITMENTS

There has been no material changes and commitments, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MD&A) Report is annexed to this report as "Annexure I" as required under Regulation 34 of SEBI (LODR) Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Keith Alan Mudge (DIN: 10462270), is due to retire by rotation at the forthcoming Annual General Meeting (AGM) and, being eligible, offers himself for reappointment. The Board recommends his re-appointment at the forthcoming AGM.

A brief pro le of Mr. Keith Alan Mudge as required under Regulation 36(3) of

SEBI (LODR) Regulations, 2015 is furnished along with the Notice

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convening 60 AGM.

Annual Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of Independence as mentioned under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Independent Directors possess the requisite integrity, expertise and experience (including pro ciency) necessary for acting as Independent Directors of the Company.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of

Corporate Affairs.

Directors appointment and remuneration

The policy on Directors appointment and remuneration including criteria for determining quali cations, positive attributes, Independence of Director and remuneration for Key Managerial Personnel and other applicable employees forms part of Corporate Governance Report of this Annual Report. The web-link to access the said policy is https://www.kennametal.com/in/en/about-us/kil- nancials/policies.html

Directors interest

No Director was materially interested in any contracts or arrangements existing during or at the end of the year in relation to the business of the Company.

No Director holds any shares in the Company as on June 30, 2025.

Appointment / cessation / retirement / resignation of Directors

As detailed in the Corporate Governance report, it is worthwhile here to

reiterate some of the changes to the constitution of the Board.

Cessation / Retirement to the Board:

? Mr. Bidadi Anjani Kumar (DIN:00022417) and Mr. Vinayak Kashinath Deshpande (DIN: 00036827) stepped down from the position of

Independent Directors of the Company from the closing of business hours of November 3, 2024 upon completion of their two terms of 5 years each.

? Mr. Franklin Gerardo Cardenas Castro resigned from the office of Non-Executive Director effective closing of business hours of January 20,

2025.

The Board of Directors places its sincere appreciation for their commendable contribution to the Board during their tenure as the Directors of the Company.

Inductions to the Board:

Based on the recommendation of the Nomination and Remuneration

Committee:

? The Board of Directors at its meeting held on August 9, 2024 reappointed Ms. Bhavna Bindra (DIN: 07314422) as an Independent

Director of the Company for her second term of ve years effective

January 3, 2025. Said appointment was approved by the

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Shareholders at the 59 Annual General Meeting of the Company held

on October 24, 2024.

? The Board of Directors of the Company appointed Mr. Faisal Saad Hamadi as a Non-Executive Director of the Company effective April 2,

2025. Said appointment was approved by the Shareholders through

Postal Ballot on June 25, 2025.

? The Board of Directors at its meeting held on May 15, 2025 reappointed Mr. Vijaykrishnan Venkatesan (DIN: 07901688) as the

Managing Director of the Company effective September 17, 2025 for his second term of 5 years. Said appointment was approved by the Shareholders through Postal Ballot on June 25, 2025.

Chairperson

Pursuant to section 149 of the Companies Act, 2013 read with applicable Rules, Mr. Bidadi Anjani Kumar stepped down from the position of Chairman of the Board of the Company upon completion of his two tenures of 5 years each as an Independent Director.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on August 9, 2024 appointed Mr. Amit Laroya as the Chairman of the Company effective November 4, 2024.

Except as mentioned above, there were no other changes to the composition to the Board of Directors of the Company during the financial year ended June 30, 2025.

Key Managerial Personnel:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Ms. Anupriya Garg as Legal Counsel (Region) & Company Secretary (ICSI Membership No. 18612) of the Company effective July 4, 2024.

Further, pursuant to the resignation of Mr. Aditya Kumar Jain from the position of Compliance Of cer of the Company effective closing of business hours of February 6, 2025, Ms. Anupriya Garg, Legal Counsel (Region) & Company Secretary, a designated Key Managerial Personnel (KMP) of the Company was also designated/appointed as the Compliance Of cer (KMP) of the Company as per SEBI (LODR) Regulations, 2015 effective closing of business hours of February 6, 2025.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF (Authority Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years from the date of transfer to unpaid dividend account. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividends to the IEPF. Further, shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF rules, however in one case the shares could not be transferred to IEPF by the depositories, despite the Companys best endeavour, due to shareholders demat account was suspended. Details on the shares transferred to IEPF are available on our website at https://www.kennametal.com/in/en/about-us/kil- nancials/investor-corner.html

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and external consultant(s) including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee and Risk Management Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.

Accordingly, pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, report that:

? The applicable accounting standards have been followed in the preparation of the financial statements, along with proper

explanations relating to material departures, if any;

? selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the

Company as of June 30, 2025 and profit of the Company for the

year ended on that date;

? proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of

the Act for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities; ? prepared the annual accounts on a going concern basis;

? laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were

operating effectively; and

? devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and

operating effectively.

DEPOSITS

During the financial year, your Company has not invited / accepted any Public Deposits pursuant to the provisions of Chapter V of the Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary as on year ended June 30, 2025. Hence, the requirement of enclosing financial statement of subsidiary in Form AOC-1 to the Boards Report and preparation of Consolidated financial statements does not arise for the year ended June 30, 2025.

As at June 30, 2025 there are no subsidiaries and/or joint venture/s and/ or

Associate/s of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements is not applicable for the financial year

ended June 30, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans, made investments and

provided any guarantees during the Financial Year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during

the financial year ended on June 30, 2025.

FINANCIAL YEAR

Your Company follows Financial Year from July 1 to June 30.

EVALUATION OF THE BOARDS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its performance & that of its Committees and individual Directors, including the Chairman of the Board. During the financial year, the evaluation exercise was carried out through a structured evaluation process covering various aspects of the functioning of the Board and Committees such as their composition, experience & competencies, performance of specific duties & obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of each individual Director including the Boards Chairman who were evaluated on parameters such as contribution at the meetings, independent judgment, attendance and other relevant aspects. The Board was satisfied with the evaluation results, which reflected the overall engagement of the Board, Committees and the Directors of the Company.

FAMILIARIZATION PROGRAMME

The Company has a structured familiarization program for Independent Directors of the Company which is also extended to other Non-Executive Directors to ensure that Directors are familiarized with the operations of the Company; the markets where the Company operates; the product lines; strategy of the Company and its implementation status; Enterprise Risk Management and status of mitigation plans; Governance structure; Board protocols including the manner of conducting Board meetings; the roles, responsibilities and duties expected of a Director in India as per the extant Companies Act, 2013 and SEBI (LODR) Regulations, 2015 amongst others.

The Board of Directors have complete access to the information within the Company. Presentations are regularly made to the Board of Directors and to the members of the Committees of the Board on various matters, where Directors get an opportunity to interact with Senior Management and understand status of strategy implementation, business model, operations, markets, organization structure, product offerings, nance, risk management framework, quarterly and annual results, human resources, technology, quality and such other areas as may arise from time to time.

A document on the familiarization programme is available on our website at https://www.kennametal.com/in/en/about-us/kil- nancials/corporate-governance.html

The Company also issues appointment letters to the Independent Directors which, inter-alia, incorporate their roles, duties and responsibilities. The format of the said letter of appointment is available on our website at https://www.kennametal.com/in/en/about-us/kil- nancials/policies.html

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V(C) of SEBI (LODR) Regulations, 2015, a report on Corporate Governance along with a certificate from Mr. Vijayakrishna K T, Practising Company Secretary regarding compliance of conditions of Corporate Governance is annexed as "Annexure ll A" and "Annexure ll B" respectively and a Certificate as required under Schedule V Part C(10) (i) of SEBI (LODR) Regulations, 2015 from Mr. Vijayakrishna KT, Practising Company Secretary is annexed as

"Annexure lII" which forms part of this report. Further, in compliance with the SEBI (LODR) Regulations, 2015, your Board has adhered to the Corporate Governance requirements / Code.

As required by SEBI (LODR) (Amendment) Regulations, 2018, Annual Secretarial Compliance Report issued by Mr. Vijayakrishna KT, Practising Company Secretary for the financial year ended June 30, 2025, is annexed as "Annexure IV" which forms part of this report.

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director and Company Secretary af rming compliance with the Companys Code of Conduct by your Directors and Senior Management of your Company, for the financial year under review, as required under SEBI (LODR) Regulations, 2015 is annexed as "Annexure V" and forms part of this report.

The Kennametal Code of Business Ethics & Conduct is a major component of the Kennametal Value Business System (KVBS). The Code addresses the importance of fair dealing and compliance in all aspects of your Companys business and focuses on the concept of doing the right thing every day.

Further details on the Code of Conduct and enforcement of the code are elucidated in the Corporate Governance report. Your Company insists on its employees to embrace the Code of Business Ethics & Conduct to ensure maintenance of strong ethical culture. The Code of Conduct is available on the website of the Company at https://www.kennametal.com/in/en/about-us/kil- nancials/policies.html

CEO/MD AND CFO CERTIFICATE

A Certificate from the Managing Director and the Chief Financial Of cer dated August 13, 2025, on the Financial Statements of the Company for the financial year ended June 30, 2025 is annexed as "Annexure- VI" and forms part of this report.

WHISTLE-BLOWER POLICY / VIGIL MECHANISM

Even before the promulgation of section 177 of the Companies Act, 2013, your Company had a Whistle Blower Policy / mechanism. Pursuant to section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors have approved and adopted robust Vigil Mechanism / Whistle Blower Policy. The Whistle Blower Policy provides the following avenues for stakeholders including employees to raise complaints freely:

? Audit Committee of Kennametal India Limited;

? Company Secretary - Kennametal India Limited;

? Ethics Alert Helpline (toll-free and anonymous): 022 5097 2959

? K-Corp Ethics Mailbox: k-corp.ethics@kennametal.com; and

? Office of Ethics and Compliance Telephone: +1 412 248 8275, Mailing Address: Office of Ethics and Compliance, 525 William

Penn Place, Suite 3300, Pittsburgh, Pennsylvania, USA 15219.

The Complainants duly receive feedback on action taken and this ensures that stakeholders including employees are protected against victimization for any "Whistle Blower" intimation made by them in good faith.

Your Company af rms that no personnel have been denied access to the Audit Committee. Whistle Blower Policy for vigil mechanism is available on website of the Company at https://www.kennametal.com/in/en/about-us/kil- nancials/policies.html

The Kennametal Ethics Helpline

Anyone can make a complaint about the violation of the Code of Conduct of the Company. Reports made to the helpline can be done via the phone or the web at https://kennametal.ethicspoint.com on a con dential and anonymous basis, where allowed by local law. The helpline is administered by an independent third-party and is available 24 hours a day, 7 days a week.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

A report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure VII" to this report.

STATUTORY AUDITORS & THEIR REPORT

Messrs Price Waterhouse & Co. Chartered Accountants LLP, Chartered

Accountants (FRN: 304026E / E-300009) were appointed as Statutory

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Auditors of the Company at the 57 AGM held on November 11, 2022, for

nd

a period of 5 (Five) years to hold the office until the conclusion of 62 AGM.

The Independent Auditors Reports to the Members on the Financial Statements of the Company for the financial year ended June 30, 2025 does not contain any quali cation, reservation or adverse remarks. The notes on financial statements referred to in the Independent Auditors Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUDS

There was no instance of fraud during the financial year under review, which required the Statutory Auditors to report to the Audit Committee and / or the Board, as required under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

SECRETARIAL AUDITOR

Mr. Vijayakrishna K.T, Practising Company Secretary (FCS: 1788 & COP: 980) carried out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2024-25 and submitted his report, which is annexed to this report as "Annexure VIII".

The Secretarial Audit Report does not contain any quali cation,

reservation or adverse remark.

Further, the Board at its meeting held on August 13, 2025 appointed M/s. V Sreedharan & Associates, Practising Company Secretaries, Bangalore (FRN:P1985KR14800) as the Secretarial Auditors of the Company for a term of 5 ( ve) consecutive years commencing from the Financial Year

2025-26 till the Financial Year 2029-30. Their appointment shall be subject

to the approval of the shareholders at the ensuing 60 AGM.

COST AUDITORS

Messrs K. S. Kamalakara & Co., Cost Accountants (Firm Registration No: 0000296) carried out Cost Audit of the Company for the financial year 2024-25. Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company in respect of the products covered under the said rules are required to be audited by a Cost Accountant. Accordingly, the Board of Directors of the Company upon recommendation of the Audit Committee has re-appointed Messrs K. S.

Kamalakara & Co., Cost Accountants (Firm Registration No: 0000296), as the Cost Auditors of the Company for the financial year 2025-26. As required under Section 148 of the Companies Act, 2013, the

Shareholders approval for the remuneration payable to Messrs K. S.

Kamalakara & Co., Cost Auditors is being sought at the ensuing 60 AGM.

The Cost Audit Report for FY 2024-25 does not contain any quali cation,

reservation or adverse remarks.

INTERNAL FINANCIAL CONTROL

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is annexed to this Report as Annexure - I.

INTERNAL AUDITORS OF THE COMPANY

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company upon recommendation of the Audit Committee had appointed Messrs Ernst & Young LLP (EY), as the Internal Auditors of the Company for the financial year 2024-25.

EY regularly conducts internal audits of various parts of the companys operations, as per the Annual Audit Plan which is agreed every year with the Audit Committee of the Board.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015, the Related Party Transactions (RPTs) that were entered into during the financial year 2024-25 were at arms length basis and were in the ordinary course of business. Further, there were no material related party transactions during the financial year under review with the Directors or Key Managerial Personnel of the Company. All related party transactions were placed before the Audit Committee and the Board for approval as applicable under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015.

The Policy on RPTs as approved by the Board is uploaded on the Companys website at https://www.kennametal.com/in/en/about-us/kil- nancials/policies.html The Particulars of RPTs in Form AOC - 2 is annexed to the Report as "Annexure IX".

PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION

197 OF THE COMPANIES ACT, 2013

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Further, in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

In terms of Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to k-bngs-investor.relation@kennametal.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has an Internal Committee (IC) as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints lodged to the IC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review:

Number of sexual harassment complaints received in the year: Nil Number of complaints disposed of during the year: Nil Number of cases pending for more than 90 days: Nil

The Company has complied with provisions relating to the constitution of the IC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURES PERTAINING TO THE COMPLIANCE WITH THE

PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company has complied with all the applicable provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for all employees.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

Details of the gender-wise composition of the Companys work force as on

June 30, 2025 is provided below:

? Male Employees: 738

? Female Employees: 34

? Transgender Employees: Nil

The Company endeavours to promote an inclusive workplace culture and

equal opportunity for all individuals, regardless of gender.

REVISION OF FINANCIAL STATEMENTS

There was no revision of Financial Statements of the Company in the

preceding three financial years.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

During the FY 2024-25, there were no insolvency proceedings initiated against the Company and hence there were no instances of one-time settlement during the Financial Year.

CREDIT RATING OF SECURITIES

During the year under review, India Ratings & Research (the "Credit Rating Agency”), vide their report dated October 21, 2024, have assigned your Company, a Long-Term Issuer Rating of “IND AA-" and the outlook is Stable.

REMUNERATION RECEIVED BY MANAGING DIRECTOR FROM

HOLDING OR SUBSIDIARY COMPANY

During the year under review, no Commission or Remuneration was paid to the Managing Director from the Holding / Subsidiary Company of your Company.

However, the Managing Director has received stock options worth 7.95 Million granted by the ultimate Holding Company i.e., Kennametal Inc., which was vested during the year and the same was cross-charged to Kennametal India Limited.

INSURANCE

Your Company has sufficient insurance coverage not only on all its assets but also for most of the anticipated risks. All insurance policies are reviewed and renewed from time to time.

RESEARCH, DEVELOPMENT AND ENGINEERING (RD&E)

The Research, Development and Engineering (RD&E), works on delivering cutting-edge solutions that meet evolving customer needs across industries. With a sharp focus on materials science, advanced coatings, and machining technology, our R&D efforts drive both new product development and process innovation, enabling us to offer superior value, improved productivity, and customized solutions. The RD&E, Bangalore works on the market requirements in terms of new products, custom solutions, cost saving projects, process developments, product benchmarking and basic research. It is also recognized by the Ministry of Science & Technology - Department of Scienti c and Industrial Research - Government of India.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

Kennametal operates worldwide in a responsible manner which respects the environment and the health and safety of our people, customers, suppliers, and communities. Kennametal is rmly committed to meeting and exceeding all applicable EHS legal requirements, and we are dedicated to continually improving our EHS performance. We always prioritize this commitment above short-term profit or production, to build long-term success for ourselves, our colleagues, and our customers. Kennametal demonstrates our Environmental, Health, and Safety (EHS) Commitment (We work safely, protect health and safeguard the environment) for actively fostering our EHS Responsibility, Learning, Resilience, Engagement and Trust.

A brief on some of the initiatives undertaken by the Company during the financial year under review are mentioned in Business Responsibility and Sustainability Report.

GREEN INITIATIVES

The Company remains committed to continuously enhancing its systems and processes while progressing towards greener energy consumption, thereby driving sustained improvements in energy ef ciency. During the year under review, the Company increased its reliance on renewable energy, with solar energy consumption rising to approximately 91%, as compared to 86% in the previous year. This increase reflects KILs ongoing efforts to reduce greenhouse gas (GHG) emissions through the adoption of clean energy sources.

The Plant continues to operate on a Zero Liquid Discharge (ZLD) basis. All wastewater generated is treated through Sewage Treatment Plant (STP) and Ef uent Treatment Plant (ETP) facilities, followed by tertiary treatment, and is thereafter fully recycled and reused for gardening within the plant premises. Consequently, 100% of treated water is sustainably utilized within the Companys operations.

In line with its commitment to reducing paper consumption and minimizing

environmental impact, the Company has ensured that electronic copies of

the Annual Report and the Notice of the 60 Annual General Meeting (AGM) are sent to all Members whose email addresses are registered with the Company or its Registrar and Transfer Agent. Physical copies are dispatched, through permitted modes, only to Members who have not registered their email addresses. Members who receive the documents electronically but wish to obtain physical copies may request the same by contacting the Company Secretary at in.investorrelation@kennametal.com

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 134 & 135 of the Companies Act, 2013 and rules made thereunder, the Corporate Social Responsibility Policy of the Company and initiatives undertaken by the Company on CSR activities during the financial year ended June 30, 2025 along with the Annual Report on CSR activities for FY2024-25 are set out in "Annexure X" to this report. The CSR Policy is available on Companys website at https://www.kennametal.com/in/en/about-us/kil- nancials/policies.html

Your Company had spent 27.43 million on the CSR for the year 2024-25 as against the total budget of 27.31 million, thereby spending an excess of 0.12 million.

PERSONNEL / INDUSTRIAL RELATIONS

During the financial year under review, your Company maintained cordial industrial relations at all levels. Your Directors record their appreciation for the contribution made by the employees.

RISK MANAGEMENT

Enterprise Risk Management (ERM) at the Company is driven by the Risk Management Committee and Board of Directors through their routine oversight responsibilities. The Management team plays a primary role in identi cation, monitoring and minimizing risks as also to identify business opportunities and threats. As a process, any risk associated with the business is identified and prioritized based on severity, occurrence and effectiveness of detection. The Risks are being reviewed by the Management team periodically and reported to the Risk Management Committee at regular intervals for their review. The Department Leaders have the responsibility to monitor and implement the ERM framework approved by the Risk Management Committee.

The Company has formulated a Risk Management Policy and Risk Committee Charter and a mechanism to inform the Risk Management Committee of the Board about the risk assessment activity performed from time to time. The detailed Risk Management mechanism is provided in the Management Discussion and Analysis (MD&A) Report.

The Risk Management Committee is constituted with the Board of Directors of the Company as its members. The Chairperson of the Committee is Ms. Bhavna Bindra. As an established practice, the Board of Directors are being updated on risks identi cation and steps taken to mitigate the same. Risk Management Policy and Charter are uploaded on the Companys website at https://www.kennametal.com/in/en/about-us/kil- nancials/policies.html

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with applicable rules, a copy of the Annual Return for the FY 2024-25 is uploaded on the website of the Company and the same is available at https://www.kennametal.com/in/en/about-us/kil- nancials/corporate-governance.html

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulation, your Company is required to include Business Responsibility & Sustainability Report (BRSR) in the Annual Report describing the initiatives taken by the Company from Environmental, Social and Governance perspective. The BRSR is enclosed as "Annexure XI" to the Boards Report.

POLICIES / CODES

The Company has adopted various policies / codes which are reviewed by the Board and its Committees at regular intervals and are amended as and when required. These Policies / Codes are available on the website of the Company at https://www.kennametal.com/in/en/about-us/kil- nancials/policies.html

NUMBER OF BOARD MEETINGS

The Board of Directors met Four (4) times during the financial year 2024-25. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

The Agenda of the Meeting is circulated to the Directors in advance. The Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal and approval.

COMMITTEES OF THE BOARD OF DIRECTORS

Details of memberships and attendance of various Committee Meetings of the Company including a separate Meeting of the Independent Directors are given in the Corporate Governance Report.

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board Meetings and General Meetings.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the untiring efforts and un inching commitment of the employees of your Company and the valued customers and distribution partners whose support and encouragement has been a matter of great strength and con dence for your company. Your Directors also place on record their sincere appreciation for the continued support and cooperation of all its vendors/suppliers, the Companys bankers, the regulatory authorities and the investor community in FY 2024-25.

For and on behalf of the Board of Directors of

Kennametal India Limited

 

Amit Laroya

Chairman & Independent Director

DIN: 00098933

 

Bengaluru

August 13, 2025

 

Vijaykrishnan Venkatesan

Managing Director

DIN: 07901688

 

Bengaluru

August 13, 2025