To the Members of KEC International Limited
The Directors of the Company are pleased to present the Twenty-First
Annual Report (Integrated) of the Company together with Consolidated and Standalone
Audited Financial Statements for the financial year ended March 31, 2026.
1. FINANCIAL RESULTS
` ( in Crore)
|
|
|
|
( ` in Crore) |
Particulars |
Consolidated |
|
Standalone |
|
|
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
| Revenue from Operations |
23,505.54 |
21,846.70 |
19,046.58 |
19,177.75 |
| EBITDA |
1,658.57 |
1,503.90* |
1,053.79 |
1,037.20* |
| Finance Cost |
663.60 |
663.59 |
559.68 |
581.19 |
| Depreciation & Amortisation |
197.38 |
183.68 |
140.33 |
145.81 |
| Profit before exceptional items and tax |
847.92 |
727.49 |
417.71 |
417.96 |
| Less: Exceptional items |
58.78 |
- |
(113.71) |
- |
| Profit after exceptional items and before tax |
789.14 |
727.49 |
531.42 |
417.96 |
| Tax Expenses |
183.55 |
156.75 |
103.32 |
94.08 |
| Profit After Tax (PAT) |
605.59 |
570.74 |
428.09 |
323.88 |
| Dividend on equity shares |
146.41 |
146.41 |
146.41 |
146.41 |
* Does not include an amount of ` 24 Crore, as reported earlier, which
was received as part of arbitration award in FY 2024-25 Exceptional items include:
• Consolidated: Provision of ` 58.78 Crore towards the new labour
code
• Standalone: Provision of ` 52.29 Crore towards the new labour
code and ` 166 Crore towards reversal of the impairment loss of its investment in wholly
owned subsidiary, KEC Investment Holdings.
2. PERFORMANCE
Overall Financial Performance
The Company continued the growth momentum in Revenue, Profitability and
Order Intake during the year despite a challenging operating environment marked by
geopolitical tensions in the Middle East during Q4 FY26 and labour shortages which were
experienced by the industry throughout the year.
On a consolidated basis, the Company recorded revenue of ` 23,506
Crore, growing by 8% over the previous year. The growth was primarily driven by the Power
Transmission & Distribution (T&D) and Cables businesses. In line with its
strategic focus, the contribution of the T&D segment to overall revenues increased to
68%, as compared to 59% in the previous year. The Company's EBITDA margin improved to
7.1% from 6.9% in the previous year and profit margins before tax and exceptional items
have expanded by 30 basis points to 3.6% from 3.3%. The Company achieved a Profit before
Tax of ` 789 Crore and PAT of ` 606 Crore.
The Company secured an order intake of ` 25,280 Crore during the year.
Over 70% of this order intake is in the T&D business. The Company has a
well-diversified and healthy order book of ` 36,267 Crore as on March 31, 2026.
Power Transmission & Distribution – The T&D business
recorded revenues of ` 15,883 Crore for the year, a growth of 24% over the previous year.
The growth was driven by robust execution across both domestic and international markets.
The business has significantly expanded its order book with order inflows of around `
17,700 Crore across India, the Middle East, Americas, Africa and Commonwealth of
Independent States ("CIS").
In India, the transmission sector is witnessing a structural
shift. The large intra-state projects, traditionally executed by state utilities, are
increasingly moving to the Tariff Based Competitive Bidding ("TBCB") route. This
transition has also resulted in several utilities and private players participating in
TBCB tenders as developers resulting in several new players securing TBCB projects during
the year. Consequently, the share of these players has increased significantly to around
80%, compared to around 45% in the previous year. In line with this trend, the Company
continues to scale up its presence with private sector clients, securing around ` 3,600
Crore of orders from private players and State Electricity Boards during the year.
This includes its largest-ever domestic T&D order of over ` 1,000
Crore from a reputed private player for an integrated order including 765 kV transmission
line and a 765/400 kV AIS substation. The business has also strengthened its position in
the High Voltage Direct Current ("HVDC") segment with three new orders during
the year. The first HVDC converter station project built by the Company has been
successfully commissioned in Maharashtra. The Company is currently executing five HVDC
projects.
The outlook for the T&D sector in India remains encouraging. Power
demand continues to rise, driven by economic expansion, vehicle electrification and
evolving weather patterns. Transmission capacity is increasingly emerging as a critical
bottleneck amidst rising grid congestion, leading to a sharper policy and execution focus
on strengthening the grid infrastructure. Re_ecting the accelerated pace of energy
transition and rising electricity demand, the government has enhanced its non-fossil fuel
capacity target from around 500 GW by 2030 to 900 GW by 2035. This will drive significant
investments in transmission lines, substations, green energy corridors and inter-regional
connectivity, translating into a robust multi-year opportunity pipeline for the sector.
In International T&D, the Company continues to strengthen
and diversify its global presence, with order wins exceeding ` 11,300 Crore during the
year, representing a robust growth of 36% over the previous year. A key highlight was the
strong revival of order inflows from Africa and CIS, alongside sustained momentum in the
Middle East. Notable wins in the Middle East included the first-ever 380 kV substation
order in Saudi Arabia, as well as the largest composite order in Saudi Arabia of the
Company comprising transmission lines, substations and extra-high voltage (EHV) cabling.
The International T&D sector is witnessing unprecedented growth,
driven by rising electricity demand, renewable energy integration, grid modernisation
programmes and the emergence of energy-intensive technologies such as AI and data centres.
In the Middle East, these structural growth drivers will be further complemented by the
need for grid strengthening, network resilience and potential infrastructure rebuilding
and modernisation efforts in certain markets. At the same time, the Company is witnessing
a recovery in Africa with increased tendering activity post the COVID slowdown, along with
expanding opportunities in the CIS region. In the SAARC region, improving political
stability in Bangladesh and Nepal is expected to support a gradual revival in demand. The
Americas also continue to present strong opportunities, particularly in US, Brazil and
Mexico, driven by sustained demand for towers, hardware and poles.
In SAE Towers, the business achieved revenues of
` 1,800 Crore for the year, growing 36% over last year. The business
continues to witness strong demand traction, with order inflows of around ` 2,000 Crore
during the year.
These orders are for the supply of Towers, Hardware, Poles and
Engineering services and span across the US, Mexico, and Brazil. The business now boasts a
healthy order book and L1 position exceeding ` 2,600 Crore. The Company continues to
reduce its debt levels in SAE Towers.
Civil – The business has achieved revenues of ` 3,823 Crore
for the year. The revenues could have been higher but for the labour constraints, delayed
release of work front in some projects and slower release of payments in the Water
projects. The business strengthened its portfolio with order inflow of over ` 5,000 Crore,
a growth of more than two times over the previous year. During the year, the business has
secured orders across high-growth segments such as Semiconductors, Hospitals, Thermal
Power, Metals & Mining, Residential and Commercial real estate. While strengthening
its presence in core segments such as Buildings & Factories, Data Centres and Public
Spaces, the business is focusing on new segments of Urban Infrastructure including
Underground Metros, Underground Stations, Underground Tunnels and Pumped Storage Projects,
opening up a large growth opportunity. The business also entered new EPC areas such as
semiconductors and thermal power plant during the year.
Transportation – The business has achieved revenues of `
1,555 Crore for the year. In line with its strategy, the Company continues to remain
selective and calibrated in this segment. During the year, the business secured orders of
over ` 540 Crore, including projects in the Train Collision Avoidance System (TCAS) under
Kavach as well as a railway siding project from a private sector client. With the
Government's continued focus on railway safety, modernization, and indigenization,
initiatives such as Kavach are expected to witness wider adoption over the medium term.
The Company has also started execution on its first Ropeway project. The focus remains on
fast-tracking project closures, optimizing working capital and selectively pursuing
domestic as well as international opportunities for growth.
Cables – The Cables business was transferred to a wholly
owned subsidiary, KEC Asian Cables Limited effective January 01, 2025, for better
strategic focus. The business recorded revenues of ` 2,217 Crore, growing by 23% over the
previous year. The profitability of this business is also witnessing consistent
improvement, driven by better product mix and cost optimisation. The business continues to
witness steady inflow of orders. The business had commissioned its Aluminium Conductor
plant in March 2025 strengthening its manufacturing and product portfolio. During the
year, the business successfully supplied Aluminium conductors, including ACSR and AL59
conductors, to various customers across India. On the new product front, Elastomeric
cables are slated to commence production later in the FY 2026-27, followed by the start of
the E-Beam process.
Renewables – The business has achieved revenues of
` 516 Crore. In a significant development, the business forayed into
the Wind Energy segment with orders for a 100+ MW Wind Project in Southern India from a
renowned private developer. The Company has successfully commissioned a record 1,000 MW of
solar capacity across Rajasthan and Karnataka. These projects are among the largest
tracker-based installations in India. The Company continues to pursue selective
opportunities in Solar, Wind and Battery Energy Storage System (BESS) segments and is well
positioned to secure additional orders in the near term.
Oil & Gas Pipelines - The business has achieved revenues of
` 258 Crore for the year. The business secured two international orders in the Africa
& Middle East regions. The business entered the important Middle East region with a
composite station works project, unlocking a large and attractive growth market.
Geopolitical developments in West Asia are expected to accelerate investments in energy
security, creating additional opportunities in pipeline infrastructure. The business
remains focused on expanding its international footprint.
3. DIVIDEND
The Board of Directors have recommended a dividend of ` 5.50 per equity
share (275% of the nominal value of ` 2/- per equity share) for the financial year ended
March 31, 2026. The said dividend, if approved by the Members at the ensuing Annual
General Meeting, would entail a cash outflow of about ` 146.41 Crore. The dividend
recommended is based on the parameters mentioned in the Company's Dividend
Distribution Policy.
Dividend Distribution Policy
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
("SEBI Listing Regulations"), the Company has formulated a Dividend Distribution
Policy which details various considerations based on which the Board may recommend or
declare Dividend.
The Policy is available on the website of the Company at
https://www.kecrpg.com/policies.
4. TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the year
under review.
5. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31, 2026
was ` 53.24 Crore, divided into 26,62,00,000 equity shares of nominal value of ` 2/- each.
The equity shares of the Company are listed on the BSE Limited and the National Stock
Exchange of India Limited. There was no change in the share capital of the Company during
the year under review.
6. DEPOSITS
During the year under review, the Company has not accepted deposits
from the public falling within the ambit of Section 73 of the Companies Act, 2013
("Act"). As on March 31, 2026, there were no deposits lying unpaid or unclaimed.
7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company, in the ordinary course of business and based on the
funding requirements, funds its subsidiaries, from time to time, through equity, loan
and/or guarantee(s) to meet their working capital requirements.
The loans and guarantees given, investments made and securities
provided, if any, during the year under review, are in compliance with the provisions of
Section 186 of the Act and details thereof are disclosed in the notes to the Standalone
Financial Statements.
8. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of sub-section (3) of Section 129 of
the Act and Regulation 34(2) of the SEBI Listing Regulations, the Consolidated Financial
Statements of the Company, including the financial details of all the subsidiary
companies, forms part of this Annual Report. The Consolidated Financial Statements have
been prepared in accordance with the Accounting Standards prescribed under Section 133 of
the Act.
9. SUBSIDIARY AND ASSOCIATE COMPANIES
As on March 31, 2026, the Company has 17 (seventeen) subsidiaries,
comprising 8 (eight) direct subsidiaries and
9 (nine) step-down subsidiaries. The Company also has 1 (one)
associate company.
During the year under review, SAE Towers Construcao Ltda., a
wholly-owned dormant step-down subsidiary of the Company, has been voluntarily liquidated
effective August 01, 2025.
Further, during the year under review, the Board of Directors of the
Company have approved sale of stake of 99% of equity shares (ordinary shares) and 100%
preference shares held by the Company in its wholly owned subsidiary, KEC Investment
Holdings, to another wholly owned subsidiary, KEC Towers LLC. The Company has applied for
requisite regulatory approvals and is awaiting receipt of the same.
The Board of Directors of the Company, at their meeting held on May 16,
2026, approved the Scheme of Merger by Absorption of KEC Spur Infrastructure Private
Limited, a wholly owned subsidiary, with the Company, under Sections 230 to 232 and other
applicable provisions of the Act, read with relevant rules and regulations framed
thereunder, subject to requisite approvals.
Performance Highlights of Subsidiaries
Pursuant to the provisions of sub-section (3) of Section 129 of the Act
read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the
Financial Statements of each of the subsidiaries and the associate company are set out in
the prescribed Form AOC-1 and the same forms part of the Financial Statements section of
this Annual Report.
The performance highlights of operating subsidiaries and their
contribution to the overall performance of the Company during the financial year ended
March 31, 2026 are as under:
Subsidiary |
Performance
during FY 2025-26 (` in Crore) |
Contribution
to overall performance of the Company (%) |
|
Revenue |
Profit After Tax |
Revenue |
Profit After Tax |
| KEC Asian Cables Limited |
2,216.70 |
46.33 |
9.43 |
7.65 |
| KEC Spur Infrastructure Private Limited |
202.51 |
0.01 |
0.86 |
0.00 |
| SAE Towers Brasil Torres de Transmiss?o
Ltda. |
1,002.13 |
66.04 |
4.26 |
10.90 |
| SAE Towers Mexico S de RL de CV |
694.03 |
72.90 |
2.95 |
12.04 |
| SAE Towers Ltd. |
497.78 |
0.68 |
2.12 |
0.11 |
| KEC International (Malaysia) SDN.BHD. |
75.71 |
(27.95) |
0.32 |
(4.61) |
| KEC Towers LLC |
566.92 |
60.85 |
2.41 |
10.05 |
| KEC EPC LLC |
1,484.34 |
126.95 |
6.31 |
20.96 |
Pursuant to the provisions of Section 136 of the Act, the Financial
Statements of these subsidiaries are uploaded on the website of the Company i.e.
www.kecrpg.com under ‘Investors' tab. Further, in terms of the SEBI Listing
Regulations, the Company has formulated a policy for determining its material subsidiaries
and the same is available on the website of the Company at https://www.kecrpg.com/policies.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) and
sub-section (5) of Section 134 of the Act, the Board of Directors of the Company, to the
best of its knowledge and belief, hereby confirm that:
1. in the preparation of the annual accounts for the financial year
ended on March 31, 2026, the applicable Accounting Standards have been followed and no
material departures have been made from the same;
2. we have selected such accounting policies and applied 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, 2026 and of the profit of
the Company for the year ended on March 31, 2026;
3. we 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;
4. we have prepared the annual accounts for the financial year ended on
March 31, 2026 on a going concern basis;
5. we have laid down internal financial controls and the same have been
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
6. we have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, BUSINESS RESPONSIBILITY
AND SUSTAINABILITY REPORT AND CORPORATE GOVERNANCE REPORT
In terms of Regulation 34 of the SEBI Listing Regulations, a separate
section on Management Discussion and Analysis Report, Business Responsibility and
Sustainability Report and Corporate Governance Report together with a certificate from a
Practicing Company Secretary confirming compliance with the provisions relating to
Corporate Governance of the SEBI Listing Regulations are set out and form part of this
Annual Report.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL 12.1 Directors
The Board composition of the Company as on March 31, 2026, was as
under:
Name |
Category of Directorship |
| Mr. H. V. Goenka |
Non-Executive Director, Chairman |
| Mr. Vimal Kejriwal |
Managing Director & Chief Executive
Officer ("MD & CEO") |
| Mr. Arvind Singh |
Independent Director |
| Mr. Harsh Vardhan Shringla |
Independent Director |
| Mr. M. S. Unnikrishnan |
Independent Director |
| Ms. Neera Saggi |
Independent Director |
| Dr. Shirish Sankhe |
Independent Director |
| Mr. Vikram Gandhi |
Independent Director |
| Mr. Vimal Bhandari |
Independent Director |
| Mr. Vinayak Chatterjee |
Non-Executive Non- Independent Director |
Details of changes in the Board composition during the year under
review and until the date of this Report, are as under:
Appointment:
The Board and Members of the Company approved the appointment of Mr.
Harsh Vardhan Shringla as an Independent Director of the Company, for a term of five
years, with effect from August 09, 2025.
Re-appointment:
The Board and Members of the Company approved the re-appointment of Mr.
Vimal Kejriwal as the MD & CEO of the Company for a period of one year with effect
from April 01, 2026.
The Board approved the appointment/re-appointment on the recommendation
of the Nomination and Remuneration Committee, which in terms of the provisions of the Act
and the SEBI Listing Regulations, reviewed and evaluated the composition of the Board,
including the skills, knowledge and experience of the Directors.
Cessation:
Ms. Nirupama Rao ceased to be an Independent Director of the Company
with effect from July 28, 2025, end of the day, on completion of her second term.
The Board placed on record its sincere appreciation for the
contribution made by Ms. Rao during her association with the Company.
Additionally, pursuant to the provisions of sub-section (6) of Section
152 of the Act and Articles of Association of the Company, Mr. Vimal Kejriwal, MD &
CEO, is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment.
The agenda item with respect to the re-appointment of Mr. Kejriwal
along with his brief resume, expertise and other details as required in terms of
sub-regulation (3) of Regulation 36 of the SEBI Listing Regulations and Secretarial
Standard - 2 on General Meetings, forms part of the Notice convening the ensuing Annual
General Meeting.
12.2 Key Managerial Personnel
Details of Key Managerial Personnel of the Company as on March 31,
2026, are as under:
1. Mr. Vimal Kejriwal, Managing Director & Chief Executive Officer;
2. Mr. Rajeev Aggarwal, Chief Financial Officer; and
3. Mr. Suraj Eksambekar, Company Secretary and Compliance Officer
During the year under review, there were no changes in the Key
Managerial Personnel of the Company.
12.3 Declaration by Independent Directors
In terms of the provisions of sub-section (6) of Section 149 of the Act
and Regulation 16 of the SEBI Listing Regulations including amendments thereof, the
Company has received declarations from all the Independent Directors of the Company that
they meet the criteria of independence, as prescribed under the provisions of the Act and
the SEBI Listing Regulations. There has been no change in the circumstances affecting
their status as an Independent Director during the year. Further, the Independent
Directors of the Company have also confirmed that they are in compliance with the Code for
Independent Directors prescribed in Schedule IV to the Act.
The Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses, if any, incurred by them for the purpose of attending meetings
of the Board/Committee(s) of the Company.
The Board is of the opinion that the Independent Directors of the
Company hold the highest standards of integrity and possess requisite qualifications,
experience and expertise, the details thereof are provided in the Corporate Governance
Report forming part of this Integrated Annual Report. The Independent Directors of the
Company are compliant with the provisions of Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
12.4 Board Evaluation
The Board has carried out an annual performance evaluation of its own
performance, individual Directors and of its Committees pursuant to the provisions of the
Act and the SEBI Listing Regulations.
The Board evaluation was conducted through a structured questionnaire
designed based on the criteria for evaluation laid down by the Nomination and Remuneration
Committee. In order to have a fair and unbiased view of all the Directors, the Company
engaged the services of an external agency to facilitate the evaluation process.
A meeting of Independent Directors was held on March 16, 2026, chaired
by Mr. M. S. Unnikrishnan, Lead Independent Director for the meeting, to review the
performance of the Chairman and other Non-Independent Director(s) of the Company and the
performance of the Board as a whole as mandated by Schedule IV of the Act and the SEBI
Listing Regulations. The Independent Directors also discussed the quality, quantity and
timeliness of flow of information between the Company management and the Board, which is
necessary for the Board to effectively and reasonably perform their duties. The feedback
of the meeting was shared by Lead Independent Director with the Board of the Company.
The action areas identified out of evaluation process have been
discussed and are being implemented.
12.5 Familiarization Program for Independent Directors
The details of the induction and familiarisation programme are
explained in the Corporate Governance Report and are also available on the Company's
website i.e. www.kecrpg.com under ‘Investors' tab.
12.6 Policy on Appointment and Remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel
The Board of Directors have adopted a Nomination and Remuneration
Policy in terms of the provisions of sub-section (3) of Section 178 of the Act and
Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, dealing
with appointment and remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel.
The Policy covers criteria for determining qualifications, positive
attributes, independence and remuneration of its Directors, Key Managerial Personnel and
Senior Management Personnel. The said Policy, as amended, is annexed to this Report as
Annexure ‘A' and is also available on the Company's website i.e.
www.kecrpg.com under ‘Investors' tab.
12.7 Meetings of the Board of Directors
During the year under review, the Board of Directors met five times,
details of which are provided in the Corporate Governance Report.
12.8 Committees of the Board
The Board has duly constituted committees namely Audit Committee,
Nomination and Remuneration Committee, Sustainability and Corporate Social Responsibility
Committee, Stakeholders' Relationship Committee, Risk Management Committee and
Finance Committee, which function according to their respective roles and defined scope.
Details of composition, terms of reference and number of meetings held
during the financial year 2025-26 for all the Committees are given in the Corporate
Governance Report.
13. AUDITORS
13.1 Statutory Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Price Waterhouse Chartered Accountants
LLP, Chartered Accountants (Firm Registration No. 012754N/ N500016), were appointed as the
Statutory Auditors of the Company to hold office for a second term of five years from the
conclusion of the Seventeenth Annual General Meeting ("AGM") until the
conclusion of the Twenty Second AGM to be held in the year 2027.
The Statutory Auditors' Report for FY 2025-26 does not contain any
qualifications, reservations, adverse remarks or disclaimers.
The Board, on recommendation of the Audit Committee, approved the
appointment of M/s. Deloitte Haskins & Sells Chartered Accountants LLP, Chartered
Accountants (Firm registration No. 117364W/W-100739) as Statutory Auditors of the Company,
for a term of five consecutive years effective from the conclusion of the Twenty Second
AGM to be held in the year 2027, subject to the approval of the Members. The proposed
appointment will be placed for approval of the Members at the Twenty Second AGM.
13.2 Cost Auditors and Cost Audit Report
In terms of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the Company is required to maintain cost records in respect of its
three steel structure manufacturing facilities in India and have the cost records audited
by a qualified Cost Accountant and accordingly such records have been maintained.
The Board, on recommendation of the Audit Committee, had approved
appointment of M/s. Kirit Mehta and Co. LLP, Cost Accountants (Firm Registration No.:
000353) as Cost Auditors of the Company for FY 2026-27 and recommended their remuneration
to the Members for rati_cation at the ensuing Annual General Meeting.
The Cost Auditors' Report for FY 2024-25 does not contain any
qualifications, reservations, adverse remarks or disclaimers. The said Cost Audit Report
was filed with the Ministry of Corporate Affairs within prescribed timelines.
13.3 Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A and other applicable provisions of the SEBI Listing Regulations, M/s.
Parikh Parekh & Associates, Peer Reviewed Firm of Company Secretaries in Practice
(Firm Registration No. P1987MH010000), were appointed as the Secretarial Auditors of the
Company to hold office for a term of five consecutive years, commencing from FY
2025-26 till FY 2029-30.
The Secretarial Audit Report in Form MR-3, for FY 2025-26, does not
contain any qualifications, reservations or adverse remarks. The said Secretarial Audit
Report is annexed to this Report as Annexure ‘B'.
13.4 Internal Auditors
In terms of the provisions of Section 138 of the Act, Grant Thornton
Bharat LLP were re-appointed as the Internal Auditors of the Company for FY 2026-27.
Details in respect of Frauds Reported by Auditors under Section 143(12)
of the Act
During the year under review, no frauds were reported by any of the
auditors to the Audit Committee or the Board under Section 143(12) of the Act read
with Rules made thereunder.
14. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY
The Sustainability and Corporate Social Responsibility
("SCSR") Committee of the Board of Directors_ inter alia_ gives strategic
direction to the Corporate Social Responsibility ("CSR") initiatives, formulates
and reviews annual CSR plans and programmes, formulates annual budget for the CSR
programmes, monitors the progress on various CSR activities and Sustainability. The
sustainability areas inter alia include a review of the performance on sustainability
goals, targets and strategy as well as the review and recommendation of a Sustainability
Report to the Board. Details of the composition of the SCSR Committee have been disclosed
separately as part of the Corporate Governance Report.
The CSR Policy of the Company adopted in accordance with Schedule VII
of the Act, outlines various CSR activities to be undertaken by the Company in the areas
of promoting education, employability (rural upliftment), development, heritage
conservation and revival, etc. The CSR Policy of the Company is available on the
Company's website i.e. www.kecrpg.com under ‘Investors' tab.
The Company, in line with sub-rule (3) of rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, carried out impact assessment
through an independent agency in FY 2025-26 for the applicable projects. The Impact
Assessment Report is available on the Company's website at https://www.kecrpg.com/
corporate-governance-csr.
During the year under review, the Company continued with its ongoing
CSR programmes in terms of the Annual Action Plan of the Company. The Report on CSR
activities as required under the Companies (Corporate Social Responsibility Policy) Rules,
2014, is annexed to this Report as Annexure ‘C'.
15. CODE OF CORPORATE GOVERNANCE & ETHICS AND POLICY ON PREVENTION
OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has adopted the RPG Code of Corporate Governance &
Ethics ("the RPG Code/the Code") which is applicable to all the Directors and
Employees of the
Company. The Code provides for matters related to governance,
compliance, ethics and other matters. The Code lays emphasis amongst others that all the
activities and business conducted are free from the influence of corruption and bribery in
line with the anti-corruption and anti-bribery laws and the Anti-Bribery and
Anti-Corruption Policy and the Conflict-of-Interest Policy adopted by the Company. The
Corporate Governance & Ethics Committee oversees the ethical issues and acts as a
central body to monitor the compliance of the Code. The Company conducts regular awareness
workshops on the Code and related policies for employees right from the induction stage to
periodic refresher courses/assessments on a mandatory basis to refocus them towards
compliance of these policies.
In accordance with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted the
Code to address matters pertaining to the prevention, prohibition, and redressal of sexual
harassment at the workplace and Internal Complaints Committees have been set up to redress
complaints received regarding sexual harassment. The Company values and hence provides an
equal employment opportunity and is committed for creating a healthy working environment
that enables employees to work without fear of prejudice, gender bias and sexual
harassment. The Company also believes that all employees of the Company have the right to
be treated with dignity. The orientation programs for new employees include awareness
sessions on prevention of sexual harassment and upholding the dignity of employees. During
the year, the Company conducted awareness workshops for all the employees.
Details of complaints of sexual harassment received and resolved by the
Company during the period under review:
Particulars |
Number of cases |
| Number of sexual harassment complaints
received during the year |
2 |
| Number of such complaints disposed off during
the year |
2 |
| Number of cases pending for a period
exceeding 90 days |
0 |
16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established a robust
vigil mechanism, in accordance with the provisions of sub-section (9) of Section 177 of
the Act read with applicable Rules framed thereunder and Regulation 22 of the SEBI Listing
Regulations. This framework enables the Directors, its Employees as well as external
stakeholders (customers, vendors, suppliers, outsourcing partners, etc.) to raise their
concerns or observations without fear of retaliation, or to report instances of any
unethical or unacceptable business practice or event of misconduct/ unethical behavior,
actual or suspected fraud and violation of RPG Code, etc.
The Policy provides for protection of confidentiality of individuals
reporting violations, as well as evidence submitted, and restricts any discriminatory
practices against complainants. The Policy also provides for adequate safeguards and
protection against victimization of persons who avail such mechanism. To encourage
employees to report any concerns and to preserve anonymity, the Policy provides direct
access for reporting of grievances or concerns to the Corporate Governance & Ethics
Committee, a Committee constituted for the administration and governance of the Policy.
The Policy also facilitates direct access to the Chairman of the Audit Committee in
appropriate and exceptional cases. The Policy can be accessed on the Company's
website i.e. www.kecrpg.com under ‘Investors' tab.
17. RISK MANAGEMENT POLICY
The Company is a global infrastructure major engaged in Engineering,
Procurement and Construction business and is exposed to various risks in the areas it
operates. In a fast-changing and dynamic business environment, the risk of geography
concentration, geo-political uncertainties, project execution, commodity price variation
and Legal
& Contractual risks have become increasingly important. The
Company's Risk Management Policy outlines guidelines in identification, assessment,
measurement, monitoring, mitigating and reporting of key business risks associated with
the activities conducted. The risk management mechanism forms an integral part of the
business planning and review cycle of the Company.
The Policy is designed to provide reasonable assurance
towardsachievementofitsgoalsbyintegratingmanagement control into daily operations,
ensuring compliance with legal requirements and safeguarding the integrity of the
Company's financial reporting and the related disclosures.
The Company has a mechanism in place to inform the Risk Management
Committee and Board members about risk assessment, minimization procedures and periodic
review thereof. The Risk Management Committee of the Company inter alia reviews Enterprise
Risk Management functions of the Company and ensures appropriate methodology, processes
and systems are in place to monitor and evaluate key risks associated with the business of
the Company.
The Committee periodically validates, evaluates and monitors key risks
and reviews the measures taken for risk management and mitigation. The key business risks
faced by the Company and the various mitigation measures taken by the Company are detailed
in the Management Discussion and Analysis section forming part of this Annual Report.
18. INTERNAL FINANCIAL CONTROL
Details in respect of the adequacy of internal financial controls with
reference to the Financial Statements are stated in the Management Discussion and Analysis
section forming part of this Annual Report.
19. RELATED PARTY TRANSACTIONS
All transactions entered into by the Company with related parties
during the financial year were in the ordinary course of business and at arm's length
basis. The Audit Committee grants an omnibus approval for the transactions that are in the
ordinary course of the business and repetitive in nature. For other transactions, the
Company obtains specific approval of the Audit Committee before entering into any such
transactions. For material related party transaction, the Company obtains prior approval
of the Members of the Company. A statement giving details of all Related Party
Transactions is placed before the Audit Committee on a quarterly basis for its review.
Disclosure of related party transactions as required under Indian Accounting Standards-24
have been made in the Note No. 55 to the Standalone Financial Statements.
There are no materially significant related party transactions entered
into by the Company with its Directors/Key Managerial Personnel or their respective
relatives, the Company's Promoter(s), its Subsidiaries / Joint Ventures
/ Associates or any other related party, that may have a potential
conflict with the interest of the Company at large.
The Policy on related party transactions, as formulated by the Board,
is available on the Company's website i.e. www.kecrpg.com under ‘Investors'
tab.
20. ANNUAL RETURN
As required under Section 92 and Section 134 of the Act read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company as on March 31, 2026, is available on the website of the Company i.e.
www.kecrpg.com under ‘Investors' tab.
21. ENVIRONMENT, HEALTH AND SAFETY
The Company remains steadfast in its commitment to maintaining the
highest standards of Environment, Health and Safety (EHS) across all its operations. EHS
continues to be an integral component of the Company's operational governance
framework, with a sustained focus on risk prevention, regulatory compliance and continual
improvement. During the year, the Company undertook several initiatives to further
strengthen the implementation of EHS management systems across all business verticals with
the objective of ensuring an incident-free and safe workplace for employees, contractors
and all stakeholders associated with its operations.
As part of its commitment to operational excellence and responsible
business practices, the Company continues to maintain certification under internationally
recognized Integrated Management System (IMS) standards. These include ISO 9001:2015 for
Quality Management, ISO 14001:2015 for Environmental Management and ISO 45001:2018 for
Occupational Health and Safety Management across its project sites, offices and
manufacturing facilities. In addition, the Company maintains ISO 50001:2018 certification
for Energy Management at its plant locations, reflecting its continued focus on efficient
energy utilization and environmental sustainability.
During the year, the Company further strengthened its digital EHS
management framework through the enterprise-wide deployment of the RAKSHA digital
platform, enabling standardized and real-time EHS reporting and monitoring across all
business verticals. The platform integrates several key safety management modules
including E-Work Permits, Last Minute Risk Assessment (LMRA), Hazard Identification and
Risk Assessment (HIRA), Safety MIS reporting, EHS assessments, Unsafe Act and Unsafe
Condition reporting, Work Stop Notice (WSN) and incident reporting with investigation
workflows. The digital platform enhances transparency, strengthens monitoring of leading
safety indicators and facilitates timely escalation of critical risks, thereby supporting
informed and data-driven decision-making. In recognition of the Company's innovation
in digital EHS management, RAKSHA platform was granted a patent during the year titled
"System and Methods for Managing Safety in an Environment".
Recognizing the critical nature of high-risk activities across project
sites, the Company continues to implement a Comprehensive Fatality Prevention Plan focused
on identifying and managing critical risks, strengthening engineering and administrative
controls and improving supervisory oversight. This structured approach aims to prevent
serious incidents and fatalities by ensuring robust risk mitigation measures across
operational locations.
The Company also continues to invest in strengthening EHS competencies
and safety awareness across its workforce through structured training and engagement
programs. During the financial year, Advanced training methodologies, including Virtual
Reality (VR)-based safety training, were deployed to simulate real-life construction and
industrial scenarios, enabling employees and workmen to better identify hazards and
implement appropriate preventive measures. Regular toolbox talks, safety campaigns, mock
drills and initiatives such as the "Back to Basics" program were conducted
across project sites and manufacturing facilities to reinforce a proactive safety culture.
The Company's sustained commitment to EHS excellence was
recognized during the year through several awards and accolades from reputed national and
international institutions, including the British Safety Council, RoSPA, National Safety
Council of India, OHSSAI Global EHS & ESG Awards, CIDC Vishwakarma Awards, Apex India
Occupational Health and Safety Awards and the World Safety Organization. A significant
milestone during the year was the receipt of prestigious British Safety Council Sword of
Honour Award by Civil business for the FMCG Factory Project at Sri City, recognizing
excellence in EHS management. Several projects were also commended by clients for
achieving significant milestones in safe man-hours without any Lost Time Injury. The
Company maintains a comprehensive internal audit and assurance framework, including 76
corporate audits alongside regional and site audits. This systematic process has
strengthened compliance and elevated safety culture across the organization.
Going forward, the Company will continue to strengthen its EHS
governance through the integration of digital technologies, enhance risk management
systems and keep focus on capability building initiatives for frontline supervisors and
last mile contractors thereby achieving organizational resilience and sustainable value
creation.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company has a strong commitment towards conservation of energy,
natural resources and adoption of latest technology in its areas of operation. The
particulars relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of
Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed to this Report as Annexure ‘D'.
23. PARTICULARS OF EMPLOYEES
In terms of the requirements of sub-section (12) of Section 197
of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures
pertaining to the remuneration and other details, are annexed to this Report as Annexure
‘E'.
The statement containing names and other details of the employees as
required under sub-section 12 of Section 197 of the Act read with sub-rules (2) and
(3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, forms part of the Annual Report. In terms of sub-section (1) of Section 136
of the Act, the Annual Report is being sent to the Members and others entitled thereto,
excluding the aforesaid information. The said information is open for inspection and any
Member interested in obtaining a copy of the same may write to the Company.
24. HUMAN RESOURCE/ INDUSTRIAL RELATIONS
The Company recognizes that its employees are its greatest asset, with
talent serving as the key driver of its competitive advantage. Committed to nurturing this
talent, the Company continues to strengthen its capabilities by building dedicated talent
pipeline and offering opportunities for skill enhancement across Behavioral, Technical,
Functional, and Digital domains. A strong focus on learning and development initiatives
ensures continuous upskilling and growth for its workforce.
Employee well-being remains at the heart of the Company's
initiatives. The Company's Happiness Quotient, a holistic measure of workplace
satisfaction improved to a healthy 85%, reflecting a four-point increase from the
financial year 2022-23. This reflects the steadfast commitment to fostering a supportive
and engaging work environment. By prioritizing growth, culture, recognition, and work-life
balance, the Company continues to enhance employee
satisfaction.TheCompanyhasmadesignificantinvestments in KECares, its comprehensive
wellness initiative that encompasses physical, mental, and financial well-being.
Diversity and Inclusion are core values embedded in the Company's
culture. By ensuring equal opportunities for all, the Company cultivates a dynamic and
inclusive workforce that drives innovation and collaboration. The gender diversity ratio
of the Company stood at 7.2% for the financial year 2025-26.
Employee relations remained harmonious throughout the year. As of March
31, 2026, the Company had 6,032 permanent employees, exluding the subsidiaries. The Board
extends its sincere appreciation to all employees for their dedication, teamwork, and
unwavering commitment, which has been instrumental in the Company's continued
success.
25. INTEGRATED ANNUAL REPORT
The Company has voluntarily published an Integrated Annual Report for
the financial year 2025-26, prepared in accordance with the Integrated Reporting (IR)
Framework recommended by the International Integrated Reporting Council and the same is
aimed at providing the Company's stakeholders a comprehensive depiction of the
Company's financial and non-financial performance. The Report provides insights into
the Company's key strategies, operating environment, risks and opportunities,
governance framework and its approach towards long-term sustainable value creation across
six capitals viz. financial capital, manufactured capital, intellectual capital, human
capital, social and relationship capital and natural capital.
26. OTHER DISCLOSURES
The Directors confirm that during the year under review and as on the
date of this Report: a. The Company has not issued any equity shares with differential
rights as to dividend, voting or otherwise. b. The Company has not issued shares
(including sweat equity shares) to employees under any scheme. c. There was no revision in
the financial statements. d. There has been no change in the nature of business of the
Company. e. The Managing Director & CEO of the Company did not receive any
remuneration or commission from any of its subsidiaries. f. No significant or material
orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company's operations in future.
g. There have been no material changes or commitments affecting the
financial position of the Company which have occurred between the end of the financial
year and the date of this report. h. The Company has complied with the provisions relating
to the Maternity Benefit Act, 1961. i. There are no proceedings pending under the
Insolvency and Bankruptcy Code, 2016. j. There was no instance of one-time settlement with
any Bank or Financial Institution. k. There are no agreements defined under clause 5A of
paragraph A of Part A of Schedule III of the SEBI Listing Regulations that are binding on
the Company.
The Company has been in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India, during the financial
year.
27. ACKNOWLEDGEMENT
The Directors place on record their sincere appreciation to the
Government authorities in India and overseas for their continued support. The Directors
also extend their gratitude to the Company's stakeholders including customers,
vendors, suppliers, bankers, financial institutions, joint venture partners and other
business associates for their co-operation and support provided to the Company during the
year. The Directors deeply appreciate the dedication, commitment and contribution of
employees, whose collective efforts have been instrumental to the Company's progress.
The Directors further express their heartfelt gratitude to the Members of the Company for
the trust and confidence reposed in the Board.
28. ANNEXURES
The following annexures form part of this Report: a. Nomination and
Remuneration Policy – Annexure ‘A' b. Secretarial Audit Report –
Annexure ‘B' c. Annual Report on Corporate Social Responsibility
("CSR") Activities for FY 2025-26 – Annexure ‘C' d. Conservation
of Energy, Technology Absorption and Foreign Exchange earnings and outgo – Annexure
‘D' e. Information required under rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 – Annexure ‘E'.
|
For and on behalf of the Board of
Directors |
|
Harsh V. Goenka |
| Place: Mumbai |
Chairman |
| Date: May 16, 2026 |
(DIN: 00026726) |
|