KNR Constructions Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Thirtieth Annual Report and the Companys audited financial statement (Standalone and Consolidated) for the financial year ended March 31,2025.

FINANCIAL RESULTS

The Companys financial performance, for the year ended March 31,2025 is summarised below:

(Rs. in Lakhs)

Particulars	Year ended March, 31 2025		Year Ended March 31, 2024
	Standalone	Consolidated	Standalone	Consolidated
Total revenue (including other income)	381,030.50	506,885.49	4,23,314.74	4,57,417.73
Profit before interest, depreciation, exceptional items and tax	107,760.07	192,232.53	84,312.66	1,21,096.58
Less: Interest and financial charges	1,295.35	20,789.58	2,928.98	10,567.40
Profit Before depreciation, Exceptional items and tax	106,464.72	171,442.95	81,383.68	1,10,529.18
Less: Depreciation and amortisation	9,028.51	31,421.95	12,450.25	15,683.13
Profit before exceptional items and tax	97,436.21	140,021.00	68,933.43	94,846.05
Less: Exceptional Items - Expenses/(Income)	1,501.21	14,062.80	-	-
Profit before tax	95,935.00	125,958.20	68,933.43	94,846.05
Provision for tax (including Deferred Tax )	23,366.92	25,770.79	19,550.31	19,616.36
Profit after tax	72,568.08	100,187.41	49,383.12	75,229.69
Add: Other Comprehensive Income	68.77	68.77	458.36	457.98
Total Comprehensive Income for the period	72,636.85	100,256.18	49,841.48	75,687.67
Attribution to:
Shareholders of the Company	72,568.08	100,187.41	49,841.48	77,739.88
Non-Controlling Interest			NA	(2,510.19)
Balance of Profit/(Loss) for earlier years	304,012.26	336,011.59	2,55,332.23	2,58,974.80
Less: Dividend	703.09	703.09	703.09	703.09
Balance carried forward	375,877.25	435,495.91	3,04,012.26	3,36,011.59

COMPANYS AFFAIRS AND FUTURE OUTLOOK

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

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The highlights of the Companys performance are as under:

On Standalone basis

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

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

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

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

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

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

On consolidated basis

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

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

• Net worth increased by 29.83 % to Rs. 4,54,117.85 Lakhs

Reserves

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

Performance of Subsidiaries

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

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

Dividend

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CAPITAL STRUCTURE

Authorised Capital:

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

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

Paid-up capital:

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

ISSUE OF SHARES:

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

CREDIT RATING:

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

INVESTOR EDUCATION AND PROTECTION FUND

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

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

The Company had transferred 16,429 equity shares pertaining to financial year 2016-17. as required under the provisions of Section 124(6) of the Companies Act, 2013 to IEPF Authority.

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

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

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

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

Nodal Officer

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

DIRECTORS:

Non-Independent Directors

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

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

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

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

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

Independent Directors

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

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

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

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

Re-appointment of Managing Director and Executive Director.

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

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

Proficiency of Directors:

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

Policy on Directors appointment and remuneration and Other Details:

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

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

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

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

- t he candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, technical operations, infrastructure, or such other areas or disciplines which are relevant for the Companys business.

Key Managerial Personnel:

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

- Shri K Narsimha Reddy	- Managing Director
- Shri K Jalandhar Reddy	- Whole-time Director & Chief Financial Officer
- Smt Haritha Varanasi	- Company Secretary

Remuneration policy

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

The remuneration policy of the Company shall ensure that:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors/ KMPs and SMPs of the quality required to run the Company successfully.

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

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

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

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

http://knrcl.com/images/policies/Remuneration-Policy.pdf

COMMITEES OF THE BOARD

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

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

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

MEETINGS OF THE BOARD AND COMMITTEES

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

RECOMMENDATIONS OF AUDIT COMMITTEE

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

BOARD DIVERSITY

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

BOARD EVALUATION

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

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

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

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

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

FAMILIARISATION PROGRAM FOR INDEPENEDNT DIRECTORS

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

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

IMPLEMENTATION OF CORPORATE ACTIONS, FAILURES IF ANY

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

CORPORATE GOVERNANCE

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

DISPATCH OF ANNUAL REPORTS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

STATUTORY AUDITORS

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

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

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

INTERNAL AUDITOR & CONTROLS

The Board of Directors at their meeting held on May 29, 2025, based on the recommendation of the Audit Committee, has reappointed M/s. K. P Rao Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an on-going basis to improve efficiency in operations.

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

COST AUDITORS

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

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

REPORTING OF FRAUDS

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

SECRETARIAL AUDITOR

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

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

Auditors Observations	Directors Explanation
BSE has raised query seeking explanation for delay in informing the details of Resignation of senior management personnel to the Exchange within 24 Hours from the effective date of resignation	The Company has re-submitted the intimations along with the clarification regarding delay in submission and no further reply received from BSE and NSE in that regard.
NSE sought the Company the reason for not disclosing the Stock Exchange(s) schedule of analysts or institutional investors meet at least 2 working days in advance (excluding the date of intimation and the date of meet).	The Board ensures that the Company shall be extra cautious in compliance with all applicable regulations.
	Due care shall be taken to be more agile and vigilant.

SECRETARIAL STANDARDS

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

http://knrcl.com/images/policies/Policy_on_MATERIAL_SUBSIDIARIES.pdf

MATERIAL SUBSIDIARIES

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

1. KNR Guruvayur Infra Private Limited

2. KNR Ramanattukara Infra Private Limited

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations

Related Party disclosure as per Schedule V of the Listing Regulations

(Rs. In Lakhs)

S No	In the accounts of	Particulars	Amount at the year ended 2024-25	Maximum outstanding amount during the year 2024-25
1.	KNR Constructions Limited (Holding Company)	(i) Loans/Advances to subsidiaries
		KNR Agrotech & Beverages Pvt. Ltd.,	163.30	163.30
		KNR Energy Ltd.,	670.53	670.53
		KNRC Holdings and Investments Pvt. Ltd.,	884.84	884.84
		KNR Muzaffarpur Barauni Tollway Pvt. Ltd., *	-	-
		KNR Infrastructure Projects Pvt. Ltd.,	11.60	11.60
		KNR Muzaffarpur Holdings Pvt. Ltd., *	-	-
		KNR Somwarpet Infra Project Pvt. Ltd.,	1.70	36.67
		KNR Palani Infra Pvt. Ltd.,	118.11	118.11
		Patel KNR Infrastructure Ltd.,	1.11	1.42
		KNR Guruvayur Infra Pvt. Ltd.,	7.68	94.29
		KNR Ramanattukara Infra Pvt. Ltd.,	387.77	387.77
		KNR Ramagiri Infra Pvt. Ltd.,	2629.43	3141.53
		KNR Kaveri Infra Pvt. Ltd.,	290.53	290.53
		KNR Ramateertham Infra Pvt. Ltd.,	0.18	464.16
		KNR Sriranganatha Infra Pvt. Ltd.,	266.41	266.41
		Benedire Infrastructures and Developers LLP	2.75	2.75
		Manjeri City Infrastructures And Developers LLP	1075.62	1075.62
		(ii) Loans/advances to associates a) Patel KNR Infrastructures Limited	1.11	1.42
		b) Patel KNR Heavy Infrastructures Ltd.,	35.63	35.63
		(iii) Loans/advances to firms/Companies in which Directors are interested	Nil	Nil
2.	KNR Constructions Limited (Holding Company)	Investment by the Loanee in the shares of parent company/ subsidiary company when the Company has made a loan or advance	NA	NA

*Ceased to be Step down Subsidiaries with effect from March 27, 2025

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

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

a) Conservation of Energy

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

b) Technology absorption, Adoption and Innovation

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

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

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

Foreign Exchange Earnings and Outgo

( In Lakhs)

Particulars	2024-25	2023-24
1) Foreign Exchange Inwards	Nil	Nil
2) Foreign Exchange Outgo	7.61	762.50

DEPOSITS

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

VIGIL MECHANISM

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

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

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

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

CODE OF CONDUCT

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

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

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

ANNUAL RETURN

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

http://knrcl.com/annualreports.html

Risk Management

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

MATERIAL ORDERS PASSED BY COURTS/REGULATORS/ TRIBUNALS

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

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

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

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

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

INSURANCE

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

PARTICULARS OF EMPLOYEES

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

i. The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 202425 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

S. No.	Name of Director/KMP and Designation	Remuneration of Director/ KMP for financial year 2024-25 ( in Lakhs)	Remuneration of Director/ KMP for financial year 2023-24 ( in Lakhs)	% Increase /Decrease in Remuneration in the Financial Year 2024-25	Ratio of remuneration of each Director/ to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1	Shri K Narsimha Reddy (Managing Director)	1365.00	1248.00	9.38	495	Profit before Tax and exceptional items increased by 41.35% and Profit after Tax and Comprehensive Income Increased by 45.74 % in 2024-25
2	Shri K Jalandhar Reddy (Executive Director and CFO)	969.90	896.40	8.20	351
3.	Smt Haritha Varanasi (Company Secretary)	14.77	11.40	29.54	5

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

Sl. no.	Name of the Employee & Designation	Age (years)	Qualification	*Gross Remuneration in	Experience (years)	Date of Commencement of Employment	Previous Employment	% of holding in the Company
1	Shri K. Narsimha Reddy Managing Director	76	B.A	13,65,00,000	57 Yrs	11.07.1995		30.40%
2	Shri K.Jalandhar Reddy Executive Director & CFO	53	B.E Computers	9,69,90,000	28 Yrs	11.07.1995		13.25%
3	Shri Maj. T.L. Verma Sr. Vice President - Technical	68	B.E. Civil	1,60,90,000	45 Yrs	12.07.2011	LANCO Infratech Ltd
4	Shri K.Shankar Reddy Vice President	53	B.Tech Civil	99,72,800	28 Yrs	01.10.1999	Rani Constructions
5	Shri V. Venugopal Reddy Director-Projects	47	B.E	78,00,000	24 Yrs	21.08.2000		0.09%
6	Shri. T. Bhaskar Rao Sr. Vice President - Technical	57	M.Tech Civil	66,98,580	38 Yrs	06.08.2018	GVR Infra Projects
7	Shri.E.Srinivasa Rao Vice President - Technical	60	B.E Civil	51,75,000	30 Yrs	02.12.2012	Navayuga Engineering Company Ltd
8	Shri. D.Thirupathi Reddy Chief General Manager - Projects	62	B.Tech Civil	40,02,000	29 Yrs	01.02.1999	KMC Constructions Ltd
9	Shri.Deepak Kumar Chief Project Manager	58	B.Tech Civil	35,40,000	23 Yrs	01.11.2004	PBIL-Apex Consortium Ltd
10	Shri. AB. Purna Chandra Rao Associate Vice president	69	B. Tech, MBA	34,50,000	50 Yrs	01.09.2020	Bharat Heavy Electronics Limited (BHEL)

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

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

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

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

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

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

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

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

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

vii) a) Variations in the market capitalisation of the Company: The market capitalisation as on March 31, 2025 at NSE was Rs. 6,43,886.61 Lakhs ( 6,92,680.82 Lakhs as on 31st March, 2024)

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

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

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

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

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

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

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

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

No. of complaints of sexual harassment received in the year	Nil
No. of complaints resolved in the year	Nil
No. of cases pending for more than 90 days	Nil

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABLE REPORT (BRSR)

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

General

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

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

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

HUMAN RESOURCES

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

INDUSTRIAL RELATIONS

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

Appreciation and Acknowledgements

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

For and on behalf of the Board of Directors
of KNR Constructions Limited
K Narsimha Reddy	K Jalandhar Reddy
Managing Director	Executive Director& CFO
DIN: 00382412	DIN: 00434911
Place: Hyderabad
Date: August 11, 2025