Directors Report of KNR Constructions Ltd.

Mar 31, 2025

Your Director''s are pleased to present the Thirtieth Annual Report and the Company’s audited financial statement (Standalone and
Consolidated) for the financial year ended March 31,2025.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended March 31,2025 is summarised below:

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

COMPANY''S 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 COMPANY''S
AFFAIRS

The highlights of the Company''s performance are as under:

On Standalone basis

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

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

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

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

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

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

On consolidated basis

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

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

• Net worth increased by 29.83 % to '' 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 '' 388,874.97 Lakhs as against the Paid-up capital
of '' 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
'' 0.25/- per Equity Share for the financial year ended March
31, 2025 amounting to '' 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 Company’s policy linked
with long term performance, keeping in view the Company’s
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 Hon’ble High Court of
Delhi, seeking relief from NHAI’s order of suspension from
participating in on-going/future bidding process.

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

a) The Hon’ble 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 petitioner’s 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 NHAI’s 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 respondent''s counsel shall be at liberty to
place on record the Department''s comprehensive reply
before the next date of hearing i.e. 25th July 2025.

Further, the Hon''ble 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 '' 60,00,00,000/-
(Sixty Crores Only) divided into 30,00,00,000 (Thirty Crores
only) Equity shares of '' 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 '' 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 '' 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 '' 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 Company''s 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
Company''s 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 Company''s
website at www.knrcl.comand on the website of Ministry
of Corporate Affairs at www.mca.gov.in. Members are
requested to contact the Company''s 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 Company’s 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 Company’s 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 re¬
appointed 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 Director''s 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 Company’s
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, Non¬
executive 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

Management''s 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 Auditor’s 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 re¬

appointed 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 Company’s 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 Company’s 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 '' 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. 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.
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).

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 Company’s 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 Company’s 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 Company’s 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 arm’s 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 Company’s 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

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

S No	In the accounts of	Particulars	Amount at the year ended 2024-25	Maximum outstanding amount during the year 2024-25
2.	KNR Constructions	Investment by the Loanee in the shares of parent	NA	NA
	Limited (Holding	company/ subsidiary company when the Company has
	Company)	made a loan or advance

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.

I nnovation 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

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
Company’s 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 Company’s 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 2024¬
25 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

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
10	Shri. AB. Purna	69	B. Tech, MBA	34,50,000	50 Yrs	01.09.2020	Bharat Heavy	—
	Chandra Rao						Electronics
	Associate Vice president						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 '' 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
'' 2,349.67 Lakhs whereas the Profit before tax and after
exceptional item was '' 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 '' 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 whole¬
time 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
Company’s shareholders, customers, vendors and bankers
for their continued support to KNRCL’s 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 Director’s 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

---

Mar 31, 2024

Your Director''s are pleased to present the Twenty Ninth Annual Report and the Company’s audited financial statement (Standalone and Consolidated) for the financial year ended March 31,2024.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended March 31,2024 is summarized below:

Particulars	Year Ended March 31, 2024		Year Ended March 31, 2023
	Standalone	Consolidated	Standalone	Consolidated
Total revenue (including other income)	4,23,314.74	4,57,417.73	3,77,588.34	4,09,903.64
Profit before interest, depreciation, exceptional items and tax	84,312.66	1,21,096.58	75,380.66	95,317.90
Less: Interest and financial charges	2,928.98	10,567.40	3,926.45	15,307.60
Profit Before depreciation, Exceptional items and tax	81,383.68	1,10,529.18	71,454.21	80,010.30
Less: Depreciation and amortization	12,450.25	15,683.13	14,743.35	18,070.09
Profit before exceptional items and tax	68,933.43	94,846.05	56,710.86	61,940.21
Less: Exceptional Items - Expenses/(Income)	-	-	(13,796.61)	(6,184.49)
Profit before tax	68,933.43	94,846.05	70,507.47	68,124.70
Provision for tax (including Deferred Tax )	19,550.31	19,616.36	20,624.15	24,183.76
Profit after tax	49,383.12	75,229.69	49,883.32	43,940.94
Add: Other Comprehensive Income	458.36	457.98	50.35	50.82
Total Comprehensive Income for the period	49,841.48	75,687.67	49,933.67	43,991.76
Attribution to:
Shareholders of the Company	49,841.48	77,739.88	49,933.67	45,801.42
Non-Controlling Interest	NA	(2,510.19)	NA	(1,860.48)
Balance of Profit/(Loss) for earlier years	2,55,332.23	2,58,974.80	2,06,152.00	2,13,876.47
Less: Dividend	703.09	703.09	703.09	703.09
Dividend Tax	-	-	-	-
Balance carried forward	3,04,012.26	3,36,011.59	2,55,332.23	2,58,974.80

COMPANY''S AFFAIRS AND FUTURE OUTLOOK

As on March 31,2024 KNRCL holds an outstanding order book valued at 5,30,480 Lakhs, with 3,19,800 Lakhs attributed to the road sector, while the remaining 2,10,680Lakhs dedicated to the irrigation and pipeline projects. The current order book position remains stable and provides visibility of execution over around 1.5 years. Orders worth 1,20,000 Lakhs to be added in the Order Book for which appointed date yet to receive, with this the Order Book will be at 6,50,480 Lakhs.

RESULTS OF OPERATIONS AND THE STATE OFCOMPANY''S AFFAIRS

The highlights of the Company''s performance are as under:

On Standalone basis

• Revenue from operations for the 2023-24 is reported at '' 4,09,097.84 Lakhs.

• PBDIT (Excluding other income& Exceptional Item) decreased by 2.88 % to '' 70,095.76 Lakhs

• Profit before tax decreased by 2.23 % to ''68,933.43 Lakhs

• Net profit decreased by 1.00% to '' 49,383.12 Lakhs

• Net worth increased by 17.97% to ''3,22,565.91 Lakhs

• The order book position as on March 31,2024 stands at '' 5,30,480 Lakhs.

On consolidated basis

• Revenue from operations for the 2023-24 is reported at '' 4,42,948.64 Lakhs.

• Profit before tax (After exceptional items) increased by 39.22% to ''94,846.05 Lakhs

• Net worth increased by 27.29 % to '' 3,49,767.39 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 31,2024 is '' 3,16,941.21 Lakhs as against the Paid-up capital of '' 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 31,2024 in form AOC-1 is annexed herewith as Annexure I.

Dividend

The Board of Directors have recommended a final dividend of '' 0.25/- per Equity Share for the financial year ended March 31, 2024 amounting to '' 703.09 Lakhs. The dividend shall be paid to the members whose names appear in the Register of Members as on September 18, 2024. In respect of shares held in the dematerialized 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 Company’s policy linked with long term performance, keeping in view the Company’s 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-DMDEND-DISTRIBUTION-POUCYpdf 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.

ALTERATION OF OBJECTS

Currently, the Company is engaged in business of providing engineering, procurement and construction services namely roads, highways, irrigation and urban water infrastructure management.

Keeping in view future plans to explore the opportunities in construction activities in metro railways, power and power transmission, renewable and non-renewable energy, mining and mines development, waste management. During the year, The Company has altered its objects clause of the memorandum in order to diversify its business activities by exploring opportunities in the above-mentioned sectors with the approval of the members by way of passing special resolution effective March 20, 2024 through the process of postal ballot.

By entering these diverse sectors, the Company aims to leverage new growth opportunities and enhance its capabilities across a broad range of infrastructure and construction projects.

CAPITAL STRUCTURE Authorised Capital:

The authorized share capital of the Company is '' 60,00,00,000/- (Sixty Crores Only) divided into 30,00,00,000 (Thirty Crores only) Equity shares of '' 2/- (Rupees Two only) each as on 31st March 2024.

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

Paid-up capital:

As on March 31, 2024, the paid-up capital of the Company is '' 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 ''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/Stable and the Short term bank facilities as A1 .

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 '' 47,502/- being unclaimed dividend for the financial year 2015-16 (transferred on April 10, 2023)

The Company had transferred 2959 equity shares pertaining to financial year 2015-16 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 Company’s 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 March 31, 2017 onwards are requested to forward their claims to the Company’s 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 March 31,2016, have already been transferred to IEPF. The details of the unclaimed dividends are available on the Company’s website at www.knrcl.com and on the website of Ministry of Corporate Affairs at www.mca.gov.in. Members are requested to contact the Company’s 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 Smt K Yashoda, Non-Executive Director of the Company is liable to retire by rotation at the Annual General Meeting and, being eligible, offer herself for reappointment at the ensuing Annual General Meeting.

During the year under review, Dr. W R Reddy (DIN:03081486) and Shri K Udaya Bhaskara Reddy (DIN: 06926054) were appointed as Additional Directors at the board meeting held on February 08, 2024 and obtained shareholders’ approval for the said appointment of Directors by way of postal ballot concluded on March 20, 2024.

Further, tenure of first term of Smt, G Chandra Rekha (DIN:08464587), Independent Director, ended on May 30, 2024 and accordingly shareholders’ approval for her re-appointment as Independent Director for a further term of five (5) years has been obtained by way of postal ballot concluded on March 20, 2024.

Brief resume of the Director 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 Company’s 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 Company’s 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 31,2024.

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.

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, Shri L B Reddy, Shri B V Rama Rao and Shri W R Reddy are exempted from appearing the proficiency test.

Policy On Director''s 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

- the 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 Company’s 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 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 recognizes 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 i n the meeti ngs 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 2023-24, 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 familiarized with the operations and functioning of the Company. The details of familiarization program are provided in Corporate Governance Report which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management''s 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, 2024, 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 31,2024 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) t he 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 the Auditors of the Company 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 2023-24 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 2023-24 is annexed herewith as "Annexure III" 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.

Further, the Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors attended the AGM held on September 28, 2023.

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, 2024, 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 Company’s 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 Company’s 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, 2024 has appointed M/s. Dendukuri & Co., Cost Accountants, Hyderabad, as the Cost Auditors of your Company to carry out the cost audit for the financial year 2024-25 at a remuneration of 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 Dendukuri & Co., 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. Dendukuri & Co., 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 2023-24. The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith and marked as Annexure IV to this Report.

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

Auditors'' Observations	Directors'' Explanation
The Company has received query from BSE on 06th April, 2024 seeking explanation for delay in Submission of Proceedings of 28th AGM.	The Company has re-submitted the proceedings along with the clarification regarding delay in submission and no further reply received from BSE in that regard. 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.

Board Comment:

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 Company’s website:

http://knrcl.com/images/policies/Policy on MATERIAL SUBSIDIARIES.pdf

MATERIAL SUBSIDIARIES

During the year 2023-24, the Company had no material subsidiaries as defined under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, 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 Company’s financial position or performance.

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.

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 31,2024 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 Company’s 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 arm’s 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 Company’s 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 V 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

S No	In the accounts of	Particulars	Amount at the year ended 2023-24	Maximum outstanding amount during the year 2023-24
1.	KNR Constructions Limited (Holding Company)	(i) Loans/Advances to subsidiaries
		KNR Agrotech & Beverages Pvt Ltd.,	156.31	156.31
		KNR Energy Ltd.,	147.60	147.60
		KNRC Holdings and Investments Pvt Ltd.,	792.55	792.55
		KNR Muzaffarpur Barauni Tollway Pvt. Ltd.,	6,355.56	6,355.56
		KNR Infrastructure Projects Pvt. Ltd.,	11.33	11.33
		KNR Muzaffarpur Holdings Pvt. Ltd.,	15.08	15.08
		KNR Kaveri infra Pvt Ltd	284.42	284.42
		KNR Ramateertham Infra Pvt Ltd.,	322.03	322.03
		KNR Sriranaganatha Infra Pvt Ltd.,	263.05	263.05
		KNR Somwarpet Infra Project Pvt Ltd.,	-	170.38
		KNR Palani Infra Pvt. Ltd.,	11.43	755.19
		KNR Guruvayur Infra Pvt Ltd.,	94.17	94.17
		KNR Ramanattukara Infra Pvt Ltd.,	307.14	307.14
		KNR Ramagiri Infra Pvt. Ltd.,	177.54	3,007.29
		Benedire Infrastructures and Developers LLP	0.30	0.30
		Manjeri City Infrast. and Developers LLP	11.45	64.25
		(ii) Loans/advances to associates a) Patel KNR Heavy Infrastructures Limited	-10.24	746.76
		b) Patel KNR Infrastructures Limited	0.10	0.10
		(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

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.

I nnovation 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	2023-24	2022-23
1) Foreign Exchange Inwards	Nil	Nil
2) Foreign Exchange Outgo	762.50	171.07

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 Company’s 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 Company’s 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 31,2024, 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, 2024 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 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 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 2023-24 ('' in Lakhs)	Remuneration of Director/KMP for financial year 2022-23 ('' in Lakhs)	% Increase / Decrease in Remuneration in the Financial Year 2023-24	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)	1248.00	1710.00	-27.02%	742.86	Profit before Tax and exceptional items increased
2	Shri. K Jalandhar Reddy (Executive Director and CFO)	896.40	1202.40	-25.45%	533.57	by 21.55% and Profit after Tax and Comprehensive Income Increased
3.	Smt. Haritha Varanasi (Company Secretary)	11.40	11.40	0.00%	6.57	by 1.01 % in FY 2023-24

Further details of top ten employees in terms of remuneration drawn during the financial year ended March 31, 2024 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	75	B.A	12,48,00,000	56 Yrs	11.07.1995	-	32.51%
2	Shri K.Jalandhar Reddy Executive Director & CFO	52	B.E Computers	8,96,40,000	27 Yrs	11.07.1995		13.43%
3.	Shri K.Shankar Reddy Vice President	52	B.Tech Civil	99,72,800	27 Yrs	01.10.1999	Rani Constructions	--
4	Shri.V.Narasimha Ramana Sr.Vice President - Technical	60	M.Tech Civil	72,02,213	36 Yrs	09.06.2018	BSCPL

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
5	Shri V. Venugopal Reddy Director-Projects	46	B.E	69,00,000	23 Yrs	21.08.2000	-	0.09%
6	Shri Maj. T.L. Verma Sr.Vice President -Technical	67	B.E. Civil	68,47,500	44 Yrs	12.07.2011	LANCO
7	Shri. T. Bhaskar Rao Sr.Vice President -Technical	56	M.Tech Civil	60,45,045	37 Yrs	06.08.2018	GVR Infra Projects
8	Shri.E.Srinivasa Rao Vice President -Technical	59	B.E Civil	47,10,431	29 Yrs	02.12.2012	Navayuga
9	Shri. D.Thirupathi Reddy Chief General Manager - Projects	61	B.Tech Civil	36,10,500	28 Yrs	01.02.1999	KMC Constructions Ltd
10	Shri.Deepak Kumar Chief Project Manager	57	B.Tech Civil	34,20,000	22 Yrs	01.11.2004	PBIL-Apex Consortium Limited

• 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 '' 1.68 Lakhs;

iii) In the financial year, there was 41.46 % decrease in the median remuneration of employees;

iv) There were 2,488 employees on the rolls of Company as on March 31,2024

v) Relationship between average increase in remuneration and company performance: -The Profit before tax and exceptional items for the financial year ended March 31, 2024 increased by 21.50% whereas there was a 41.46% Decrease in median remuneration.

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

The total remuneration of Key Managerial Personnel was '' 2155.80 Lakhs whereas the Profit before tax and after exceptional item was '' 68,933.43 Lakhs in 2023-24.

vii) a) Variations in the market capitalization of the Company: The market capitalization as on 31st March, 2024 at NSE was ''

6,92,680.82 Lakhs ('' 7,13,492 Lakhs as on March 31,2023)

b) Price Earnings ratio of the Company at NSE was 16.33 as at March 31,2024 and 16.21 as at March 31,2023;

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 202324 was 10.94% whereas the decrease in the managerial remuneration for the same financial year was 26.27%

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 2023-24 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 whole-time 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.

BUSINESS RESPONSIBILITY AND SUSTAINABLE REPORT (BRSR)

Your Company being among the top 1000 listed entities based on market capitalization, 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 31,2024 forms part of this report and annexed herewith as Annexure VI.

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.

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 Company’s shareholders, customers, vendors and bankers for their continued support to KNRCL’s 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 Director’s 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

Sd/- Sd/-

K Narsimha Reddy K Jalandhar Reddy

Managing Director Executive Director& CFO

DIN: 00382412 DIN: 00434911

Place: Hyderabad Date: August 14, 2024

---

Mar 31, 2023

Your Directors are pleased to present the Twenty Eighth Annual Report and the Company’s audited financial statement (Standalone and Consolidated) for the financial year ended March 31,2023.

FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31,2023 is summarised below:

(Rs. in Lakhs)
Particulars	Year Ended March 31, 2023		Year Ended March 31, 2022
	Standalone	Consolidated	Standalone	Consolidated
Total revenue (including other income)	3,77,588.34	4,09,903.64	3,31,427.44	3,65,069.73
Profit before interest, depreciation, exceptional items and tax	75,380.66	95,317.90	71,941.90	85,501.68
Less: Interest and financial charges	3,926.45	15,307.60	2,744.34	14,811.39
Profit Before depreciation, Exceptional items and tax	71,454.21	80,010.30	69,197.56	70,690.29
Less: Depreciation and amortisation	14,743.35	18,070.09	13,458.97	16,492.06
Profit before exceptional items and tax	56,710.86	61,940.21	55,738.59	54,198.23
Less: Exceptional Items - Expenses/(Income)	(13,796.61)	(6,184.49)	(2,139.95)	(2,139.95)
Profit before tax	70,507.47	68,124.70	57,878.54	56,338.18
Provision for tax (including Deferred Tax )	20,624.15	24,183.76	19,698.90	19,698.90
Profit after tax	49,883.32	43,940.94	38,179.64	36,639.28
Add: Other Comprehensive Income	50.35	50.82	(62.76)	(60.12)
Total Comprehensive Income for the period	49,933.67	43,991.76	38,116.88	36,579.16
Attribution to:
Shareholders of the Company	49,933.67	45,801.42	38,116.88	38,184.47
Non-Controlling Interest	NA	(1,860.48)	NA	(1,545.19)
Balance of Profit/(Loss) for earlier years	2,06,152.00	2,13,876.47	1,68,675.45	1,77,826.88
Less: Dividend	703.09	703.09	703.09	703.09
Dividend Tax	-	-	-	-
Balance carried forward	2,55,332.23	2,58,974.80	2,06,152.00	2,13,876.47

RESULTS OF OPERATIONS AND THE STATEOFCOMPANY''S AFFAIRS

The highlights of the Company’s performance are as under:

On Standalone basis

• Revenue from operations for the FY 2022-23 are reported at '' 3,74,379.62 Lakhs.

• PBDIT (Excluding other income& Exceptional Item) increased by 6.49% to '' 72,171.94 Lakhs

• Profit before tax increased by 21.82% to '' 70,507.47 Lakhs

• Net profit increased by 30.65% to '' 49,883.32 Lakhs

• Net worth increased by 21.96 % to '' 2,73,427.52 Lakhs

• The order book position as on the date of this report stands at '' 8,87,210 Lakhs (including 3 new HAM projects)

On consolidated basis

• Revenue from operations for the FY 2022-23 are reported at '' 4,06,235.97 Lakhs.

• Profit before tax (After exceptional item) increased by 20.92% to '' 68,124.70 Lakhs

• Net worth increased by 7.37 % to '' 2,74,782.81 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 31,2023 is '' 2,67,802.82 Lakhs as against the Paid-up capital of '' 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 31,2023 in form AOC-1 is annexed herewith as Annexure I.

Dividend

The Board of Directors have recommended a final dividend of '' 0.25/- per Equity Share for the financial year ended March 31, 2023 amounting to '' 703.09 Lakhs. The dividend shall be paid to the members whose names appear in the Register of Members as on September 22, 2023. 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 Company’s policy linked with long term performance, keeping in view the Company’s 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.

CAPITAL STRUCTURE Authorised Capital:

The authorised share capital of the Company is '' 60,00,00,000/-(Sixty Crores Only) divided into 30,00,00,000 (Thirty Crores only) Equity shares of '' 2/- (Rupees Two only) each as on March 31,2023.

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

Paid-up capital:

As on March 31, 2023, the paid-up capital of the Company is '' 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 '' 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 this report, CRISIL has upgraded outlook on the long term bank facilities from AA-(Positive) to AA/Stable. The short term rating is reaffirmed at A1 .

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 '' 23,168 /- being unclaimed dividend for the Financial Year 2014-15

b) An amount of '' 47,502/- being unclaimed dividend for the financial year 2015-16 (transferred on April 10, 2023)

The Company had transferred

A) 1488 equity shares pertaining to financial year 2014-15

B) 2959 equity shares pertaining to financial year 2015-16 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 Company’s 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 March 31, 2017 onwards are requested to forward their claims to the Company’s 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 March 31, 2016, have already been transferred to IEPF. The details of the unclaimed dividends are available on the Company’s website at www.knrcl.comand on the website of Ministry of Corporate Affairs at www.mca.gov.in. Members are requested to contact the Company’s 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, offer himself for reappointment at the ensuing Annual General Meeting.

Save and except the aforesaid, there was no appointment / reappointment of any Director on the Board of the Company during the year 2022-23.

Brief resume of the Director 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 Company’s 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 Company’s affairs and put forth their combined views to the Board of Directors of the Company. Independent Directors

During the year under review, there are there independent directors in the Board namely Shri L B Reddy, Shri B V Rama Rao and Smt. G Chandra Rekha. 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 31,2023.

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. 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. Except Smt. G Chandra Rekha, who has appeared and qualified the proficiency test conducted by IICA, none of the other independent Directors were required to appear for the aforesaid test.

Policy On Director''s 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

- the 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 Company’s 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 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 2022-23, 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

Management''s 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) in the preparation of the annual accounts for the year ended March 31, 2023, 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 31,2023 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 the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

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 Company has identified three focus areas of engagement which are as under:

1. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects

2. Rural development projects

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook projects like promotion of education in rural areas, infrastructure and maintenance and provide free health care facilities.

The Annual Report on CSR activities carried out by the Company for the 2022-23 is annexed herewith as "Annexure MI” 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.

Further, the Statutory Auditor’s report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors attended the AGM held on September 29, 2022.

INTERNAL AUDITOR & CONTROLS

The Board of Directors at their meeting held on May 29, 2023, 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 Company’s 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 Company’s 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 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, 2023 has appointed M/s Dendukuri & Co., Cost Accountants, Hyderabad, being eligible and having sought appointment, as Cost Auditors of the Company, to carry out the cost audit of the Company for the financial year 2023-24, at a remuneration of '' 3 Lakhs p.a.

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 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith and marked as Annexure IV to this Report.

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.

The Company has three new companies (SPVs) as wholly-owned subsidiaries namely KNR Ramatheertham Infra Private Limited, KNR Kaveri Infra Private Limited and KNR Sriranganatha Infra Private which were incorporated during the financial year.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company’s website: http://knrcl.com/images/policies/Policy_on_MATERIAL_ SUBSIDIARIES.pdf

MATERIAL SUBSIDIARIES

During the year 2022-23, the Company has no material subsidiaries as defined under the provisions of SEBI (LODR) Regulations, 2015. However, as on the date of report, the Company has two material wholly owned subsidiaries namely KNR Guruvayur Infra Private Limited and KNR Ramanattukara Infra Private Limited (based on financial statements as on March 31,2023).

Sale of stake in the subsidiary companies:

The Board at its meeting held on August 30, 2021 has accorded its approval for sale of 100% stake held by the Company in the following companies including transfer of control, in one or more tranches to Cube Highways and Infrastructures III Pte Limited.

• KNR Shankarampet Projects Private Limited,

• KNR Srirangam Infra Private Limited and

• KNR Tirumala Infra Private Limited

Accordingly, the Company had sought approval from the members of the Company for the sale of stake at its 26th Annual General Meeting held on September 29, 2021 as required under the provisions of Regulation 24(5) of SEBI (LODR) Regulations, 2015.

The Company had transferred 49% of its stake held in KNR Tirumala Infra Private Limited and KNR Shankarampet Projects

Private Limited on December 30, 2021 to Cube Highways and Infrastructure III Pte Limited.

Further, during the year under review the Company has transferred balance 51% of its stake held in KNR Tirumala Infra Private Limited and KNR Shankarampet Projects Private Limited on October 20, 2022 and 100% of its stake in KNR Srirangam Infra Private Limited on October 14, 2022 respectively. As a result, the aforementioned companies ceased to be subsidiaries/wholly owned subsidiary of the Company.

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

During the year under review, the below three Companies were ceased to be subsidiaries of the Company:

a) KNR Tirumala Infra Private Limited

b) KNR Shankarampet Projects Private Limited

c) KNR Srirangam Infra Private 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 31,2023 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 Company’s 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 arm’s 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 Company’s website at the link: http://www.knrcl.com/images/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 V in Form AOC-2.

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 section 217 (!) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 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.

I nnovation 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.

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

Foreign Exchange Earnings and Outgo ('' In Lakhs)
Particulars	2022-23	2021-22
1) Foreign Exchange Inwards	Nil	Nil
2) Foreign Exchange Outgo - Import of capital goods and Stores and spares	171.07	593.20

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 Company’s 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 Company’s 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 31,2023, 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, 2023 is made available on the website of the Company and the same can be accessed through the following link.

http://knrcl.com/images/annual_reports/Draft-

MGT-7-2022-23.pdf

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

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

S. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 2022-23 ('' in Lakhs)	Remuneration of Director/KMP for financial year 2021-22 ('' in Lakhs)		% increase in Remuneration in the Financial Year 2022-23	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	1,710.00	780.00		119.23%	595		Profit before Tax and exceptional items increased by 1.74% and Profit after Tax and Comprehensive Income Increased by 31.00% in 2022-23
2	Shri. K Jalandhar Reddy Executive Director and CFO	1,202.40	572.40		110.06%	418
3.	Smt. Haritha Varanasi Company Secretary	11.40	12.35		(7.69%)	4
Note: The total remuneration drawn by Shri K Narsimha Reddy and Shri K Jalandhar Reddy during the FY 2022-23 includes the following:
Name		Gross Salary		Variable Pay for the 2020-21			Variable Pay for the 2021-22
Shri K Narsimha Reddy		'' 7,80,00,000/-		'' 5,40,00,000/-			'' 3,90,00,000/-
Shri K Jalandhar Reddy		'' 5,64,90,000/-		'' 3,60,00,000/-			'' 2,70,00,000/-

The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Further details of top ten employees in terms of remuneration drawn during the financial year ended March 31, 2023 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	74	B.A	17,10,00,000	55 Yrs	July 11, 1995	-	32.15 %
2	Shri K.Jalandhar Reddy Executive Director & CFO	51	B.E Computers	12,02,40,000	26 Yrs	July 11, 1995	-	13.43%
3.	Shri K.Shankar Reddy Vice President	51	B.Tech Civil	82,48,000	26 Yrs	October 01,1999	Rani Constructions	--
4	Shri.V.Narasimha Ramana Sr.Vice President -Technical	59	M.Tech Civil	69,00,000	35 Yrs	June 09, 2018	BSCPL
5	Shri V. Venugopal Reddy Director-Projects	45	B.E	69,00,000	22 Yrs	August 21,2000	-	0.09%
6	Shri Maj. T.L. Verma Sr.Vice President -Technical	66	B.E. Civil	66,00,000	43 Yrs	July 12, 2011	LANCO
7	Shri. T. Bhaskar Rao Sr.Vice President -Technical	55	M.Tech Civil	58,27,200	36 Yrs	August 06, 2018	GVR Infra Projects
8	Shri.E.Srinivasa Rao Vice President - Technical	58	B.E Civil	45,60,750	28 Yrs	December 02, 2012	Navayuga	--
9	Shri. S. Vaikuntanathan Vice President (F&A)	67	FCA	35,47,500	42 Yrs	January 07, 2016	Vaibhav Jyothi Power	--
10	Shri. K. Venkata Ram Rao - General Manager (F&A)	49	ACA	39,00,000	23 Yrs	September 28, 2015	Ramky Infrastructures Limited

• 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 '' 2.87 Lakhs;

iii) In the financial year, there was 1% decrease in the median remuneration of employees;

iv) There were 2,294 employees on the rolls of Company as on March 31,2023

v) Relationship between average increase in remuneration and company performance: -The Profit before tax and exceptional items for the financial year ended March 31, 2023 increased by 1.74% whereas there was no much (1% Decrease) variation in median remuneration.

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

The total remuneration of Key Managerial Personnel was '' 2959.29 Lakhs whereas the Profit before tax and after exceptional item was '' 70,507.47 Lakhs in 2022-23.

vii) a) Variations in the market capitalisation of the

Company: The market capitalisation as on March 31, 2023 at NSE was '' 7,13,492 Lakhs ('' 7,99,128 Lakhs as on March 31,2022)

b) Price Earnings ratio of the Company at NSE was 16.21 as at March 31, 2023 and 23.76 as at March 31,2022;

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2022-23 was 4.43% whereas the increase in the managerial remuneration for the same financial year was 110.86%

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

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but received remuneration in excess of the highest paid director during the year -Not Applicable; and

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 Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of women at Workplace in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and a committee has been set up for redressal of sexual harassment complaints received.

During the year under review, the Company has not received any complaints pertaining to Sexual Harassment.

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, 2023 forms part of this report and annexed herewith as Annexure VI.

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.

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 Company’s shareholders, customers, vendors and bankers for their continued support to KNRCL’s 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.

---

Mar 31, 2022

Your Directors are pleased to present the Twenty Seventh Annual Report and the Company’s audited financial statement (Standalone and Consolidated) for the financial year ended March 31,2022.

FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31,2022 is summarised below:

('' in Lakhs)
particulars	year Ended march 31, 2022		year Ended march 31, 2021
	Standalone	consolidated	Standalone	consolidated
Total revenue (including other income)	3,31,427.44	3,65,069.73	2,75,227.53	2,95,525.62
Profit before interest, depreciation, exceptional items and tax	71,941.90	85,501.68	58,548.22	75,530.56
Less: Interest and financial charges	2,744.34	14,811.39	4,872.73	13,086.33
Profit Before depreciation, Exceptional items and tax	69,197.56	70,690.29	53,675.49	62,444.23
Less: Depreciation and amortisation	13,458.97	16,492.06	14,437.48	18,990.47
Profit before exceptional items and tax	55,738.59	54,198.23	39,238.01	43,453.76
Less: Exceptional Items - Expenses/(Income)	(2,139.95)	(2,139.95)	1,124.70	(8,525.20)
Profit before tax	57,878.54	56,338.18	38,113.31	51,978.96
Provision for tax (including Deferred Tax )	19,698.90	19,698.90	13,695.66	13,695.66
Profit after tax	38,179.64	36,639.28	24,417.65	38,283.30
Add: Other Comprehensive Income	(62.76)	(60.12)	(23.34)	(23.27)
Total Comprehensive Income for the period	38,116.88	36,579.16	24,394.31	38,260.03
Attribution to:
Shareholders of the Company	38,116.88	38,184.47	24,394.31	40,738.05
Non-Controlling Interest	NA	(1,545.19)	NA	(2,454.75)
Balance of Profit/(Loss) for earlier years	1,68,675.45	1,77,826.88	1,44,257.80	1,37,088.83
Less: Dividend	703.09	703.09	-	-
Dividend Tax	-	-	-	-
Balance carried forward	2,06,152.00	2,13,876.47	1,68,675.45	1,77,826.88

RESULTS OF OPERATIONS AND THE STATE OFCOMPANY''S AFFAIRS

The highlights of the Company’s performance are asunder:

On Standalone basis

• Revenue from operations for the FY 2021-22 are reported at '' 3,27,259.17 Lakhs.

• PBDIT (Excluding other income& Exceptional Item) increased by 26.48 % to '' 67,773.63 Lakhs

• Profit before tax increased by 51.86 % to '' 57,878.54 Lakhs

• Net profit increased by 56.36% to '' 38,179.64 Lakhs

• Net worth increased by 20.03 % to '' 2,24,196.94 Lakhs

• The order book position as on March 31, 2022 stands at '' 9,00,077 Lakhs.

On consolidated basis

• Revenue from operations for the FY 2021-22 are reported at '' 3,60,582.24 Lakhs.

• Profit before tax (After exceptional item) increased by 8.39 % to '' 56,338.18 Lakhs

• Net worth increased by 18.29 % to '' 2,32,770.84 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 31,2022 is '' 2,18,572.24 Lakhs as against the Paid-up capital of '' 5,624.70 Lakhs

Performance of Subsidiaries

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the Financial performance of the Subsidiaries Companies during the Financial Year ended March 31, 2022 is annexed herewith as Annexure I.

Dividend

The Board of Directors have recommended a final dividend of '' 0.25/- per Equity Share for the financial year ended March 31, 2022 amounting to '' 703.09 Lakhs. The dividend shall be paid to the members whose names appear in the Register of Members as on September 22, 2022. 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 Company’s policy linked with long term performance, keeping in view the Company’s 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.

capital structure

Authorised Capital:

The authorised share capital of the Company is '' 60,00,00,000/-(Sixty Crores Only) divided into 30,00,00,000 (Thirty Crores only) Equity shares of '' 2/- (Rupees Two only) each as on March 31, 2022.

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

As on March 31, 2022, the paid-up capital of the Company is '' 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 '' 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:

During the year under report,

a) CRISIL has revised its outlook to AA-(Positive) from AA-(Stable) and CRISIL A1 (Reaffirmed) for Long -term and short-term bank facilities.

b) India Ratings has upgraded rating to AA (IND AA/Stable/ IND A1 ) for various bank facilities of the Company.

investor education and protection fund

In terms of Section 125 of the Companies Act, 2013, an amount of '' 46,090 /- being unclaimed dividend for the Financial Year 2013-14 was transferred to the Investor Education and Protection fund (IEPF) established by the Central Government during the year under review.

The Company had transferred 1834 equity shares as required under the provisions of Section 124(6) of the Companies Act, 2013 to IEPF Authority, pertaining to financial year 2013-14. 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 Company’s 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 and on the website of the Company www.knrcl.com 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 March 31, 2015 onwards are requested to forward their claims to the Company’s 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 March 31, 2014, have already been transferred to IEPF. The details of the unclaimed dividends are available on the Company’s website at www.knrcl.com and on the website of Ministry of Corporate Affairs at www.mca.gov.in. Members are requested to contact the Company’s 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 Smt. K Yashoda, Director of the Company is liable to retire by rotation at the Annual General Meeting and, being eligible, offer herself for reappointment at the ensuing Annual General Meeting.

Save and except the aforesaid, there was no appointment / reappointment of any Director on the Board of the Company during the FY 2021-22.

Brief resume of the Director 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 Company’s 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 Company’s 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 31,2022.

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.

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. Except Smt. G Chandra Rekha, who has appeared and qualified the proficiency test conducted by IICA, none of the other independent Directors were required to appear for the aforesaid test.

Policy On Director''s 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

- the 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 Company’s 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 (5) meetings of the Board of Directors were held during the year under report. The Board of Directors and Committees have duly met 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 i n the meetings of the Board and i ts 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 2021-22, 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

Management''s 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) in the preparation of the annual accounts for the year ended March 31,2022, 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 31,2022 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 the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

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/knrcLCSR.pdf).

The Company has identified three focus areas of engagement which are as under:

1. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects

2. Rural development projects

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook projects like promotion of education in rural areas, infrastructure and maintenance and renovation of old age homes.

The Annual Report on CSR activities carried out by the Company for the FY 2021-22 is annexed herewith as "Annexure MI" to this report as required under the provisions of the Companies Act, 2013 and applicable rules thereunder.

During the year under review, an amount of '' 5,45,91,545/-has been spent on various initiatives under CSR out of CSR obligation of '' 6,51,16,579/- for the year 2021 -22. Out of the balance amount of '' 1,05,25.035/- an amount of '' 46,87,908/-has been spent on ongoing projects namely mobile fabrication cancer screening bus and installation of himast lights in Medak District, Telangana, as on the date of this report. The balance amount is being transferred to unspent CSR account.

M/s K P Rao & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company at the 22nd Annual General Meeting held on September 28, 2017 for a period of 5 years ie., upto conclusion of 27th AGM to be held in the year 2022. Consequently, M/s K P Rao & Co., Chartered Accountants, complete their first term of five consecutive years as the statutory auditors of the Company at the conclusion of 27th Annual General Meeting of the Company.

Pursuant to section 139(2) of the Act, the Company can appoint an auditors firm for a second term of five consecutive years. M/s K P Rao & Co., Chartered Accountants have consented to the said re-appointment and confirmed that their re-appointment, if approved, would be within the limits specified under Section 141(3) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be reappointed as statutory auditors in terms of the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time.

The Audit Committee and Board of Directors recommend the re-appointment of M/s K P Rao & Co., Chartered Accountants as statutory auditors of the Company from the conclusion of 27th AGM till the conclusion of 32nd AGM, to the members.

Further, the Statutory Auditor’s report does not contain any qualifications , reservations, adverse remarks or disclaimers, except the emphasis on the search conducted by Income Tax Department in the month of March 2022. The said IT Search doesn’t have any impact on the operational performance and financial statements of the Company as on the date of this report. The Statutory Auditors attended the AGM held on 29th September 2021.

INTERNAL AUDITOR & CONTROLS

The Board of Directors at their meeting held on May 30, 2022, 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 Company’s 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 Company’s 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.

In accordance with 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 30, 2022 has appointed M/s Dendukuri & Co., Cost Accountants, Hyderabad, being eligible and having sought appointment, as Cost Auditor of the Company, to carry out the cost audit of the Company for the financial year 2022-23, at a remuneration of '' 3 Lakhs.

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 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith and marked as Annexure IV to this Report. No observations/qualifications were reported by the secretarial auditors in their report for the year ended 31st March 2022.

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.

The Company has one new company (SPVs) as wholly-owned subsidiaries namely KNR Ramgiri Infra Private Limited which was incorporated during the financial year.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company’s website: http://knrcl.com/images/policies/Policy_on_MATERIAL_ SUBSIDIARIES.pdf

Acquisition of Limited Liability Partnerships:

During the year under review, the Company has acquired two Limited Liability Partnerships namely Manjeri City Infrasctructures and Developers LLP and Benedire Infrastructures and Developers LLP by subscribing to 100% partnership interest (including that of the contribution of Designated Partners) at an acquisition cost of '' 32.90 Crores and '' 4.05 Crores respectively.

During the year under report, the Company has no material subsidiaries as defined under the provisions of SEBI (LODR) Regulations, 2015.

Sale of stake in the material wholly owned subsidiaries:

The Board at its meeting held on 30th August 2021 has accorded its approval for sale of 100% stake held by the Company in the following material wholly owned subsidiaries (based on the financial statements as on March 31, 2021), including transfer of control, in one or more tranches to Cube Highways and Infrastructures III Pte Limited

• KNR Shankarampet Projects Private Limited,

• KNR Srirangam Infra Private Limited and

• KNR Tirumala Infra Private Limited

Accordingly, the Company had sought approval from the members of the Company for the sale of stake at its 26th Annual General Meeting held on September 29, 2021 as required under the provisions of Regulation 24(5) of SEBI (LODR) Regulations, 2015.

The Company had transferred 49% of its stake held in KNR Tirumala Infra Private Limited and KNR Shankarampet Projects Private Limited on December 30, 2021 to Cube Highways and Infrastructure III Pte Limited and as on March 31,2022 they are subsidiaries of the Company.

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 subsidiaries, joint ventures or associate companies of the Company.

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 31,2022 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 Company’s 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 arm’s 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 Company’s website at the link: http://www. knrcl.com/images/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 V in Form AOC-2.

DISCLOSURE UNDER REGULATION 34(3) READ WITH SCHEDULE v oF The LISTING REGuLATioNS AND RELATED

party disclosure as per schedule v of THE LISTING regulations

S No.	In the accounts of	particulars	Amount at the year ended 2021-22	Maximum outstanding amount during the year 2021-22
1.	KNR Constructions Limited (Holding Company)	(i) Loans/Advances to subsidiaries
		KNR Agrotech & Beverages Private Limited,	186.05	751.62
		KNR Energy Limited,	147.08	537.39
		KNRC Holdings and Investments Private Limited,	249.74	530.02
		KNR Muzaffarpur Barauni Tollway Private Limited,	2,507.48	2,507.48
		KNR Infrastructure Projects Private Limited,	10.83	10.83
		KNR Muzaffarpur Holdings Private Limited,	14.04	14.04
		KNR Srirangam Infra Private Limited,	1,092.65	1,562.54
		KNR Tirumala Infra Private Limited,	842.88	987.54
		KNR Shankarampet Project Private Limited,	476.49	753.65
		KNR Somwarpet Infra Project Private Limited,	0.77	0.77
		KNR Palani Infra Private Limited,	6.86	6.86
		KNR Guruvayur Infra Private Limited,	0.01	855.09
		KNR Ramanattukara Infra Private Limited,	951.94	951.94
		KNR Ramagiri Infra Private Limited,	323.15	323.15
		(ii) Loans/advances to associates
		a) Patel KNR Heavy Infrastructures Limited	5.00	15.76
		b) Patel KNR Infrastructures Limited	0.04	2.66
		(iii) Loans/advances to firms/Companies in which Directors are interested	Not Applicable	Not Applicable
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	Not Applicable	Not Applicable

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 section 217 (!) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 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.

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

Foreign Exchange Earnings and Outgo

('' In Lakhs)
particulars	2021-22	2020-21
1) Foreign Exchange Inwards	Nil	Nil
2) Foreign Exchange Outgo - Import of capital goods and Stores and spares	593.20	1039.78

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 Company’s 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 Company’s 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 31st March, 2022, 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, 2022 is made available on the website of the Company and the same can be accessed through the following link. http://knrcl.com/images/annual_reports/Annual-Return-2021-22.pdf

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

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2021-22, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2021-22 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl. No.	Name of Director/KMp and Designation	Remuneration of Director/KMp for financial year 2021-22 ('' in Lakhs)	% increase in Remuneration in the Financial Year 2021-22	Ratio of remuneration of each Director/ to median remuneration of employees	Comparison of the Remuneration of the KMp against the performae of thenc Company
1	Shri. K Narsimha Reddy Managing Director	780.00	999.00	-21.92%	Profit before Tax and exceptional item increased by 42.05% and Profit after Tax and Comprehensive Income Increased by 56.25% in FY 2021-22
2	Shri. K Jalandhar Reddy Executive Director and CFO	572.40	666.00	-14.05%
3	Smt. Haritha Varanasi Company Secretary	12.35	1.26	-
4	Shri S.Vaikuntanathan, V.P (F&A)	38.70	33.30	16.22%

Further details of top ten employees in terms of remuneration drawn during the financial year ended March 31,2022 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	74	B.A	7,80,00,000	53 Yrs	July 11, 1995	-	32.00%
2	Shri K.Jalandhar Reddy Executive Director & CFO	51	B.E Computers	5,72,40,000	25 Yrs	July 11, 1995	-	13.43%
3.	Shri K.Shankar Reddy Vice President	51	B.Tech Civil	73,00,000	25 Yrs	October 01, 1999	Rani Constructions	--
4	Shri.V.Narasimha Ramana Sr.Vice President -Technical	59	M.Tech Civil	74,75,000	34 Yrs	June 09, 2018	BSCPL
5	Shri V. Venugopal Reddy Director-Projects	45	B.E	1,19,00,000	21 Yrs	August 21, 2000	-	0.09%
6	Shri Maj. T.L. Verma Sr.Vice President -Technical	66	B.E. Civil	71,50,000	42 Yrs	July 12, 2011	LANCO
7	Shri. T. Bhaskar Rao Sr.Vice President -Technical	55	M.Tech Civil	66,94,200	35 Yrs	August 06, 2018	GVR Infra Projects
8	Shri.E.Srinivasa Rao Vice President -Technical	58	B.E Civil	48,75,000	27 Yrs	December 02, 2012	Navayuga
9	Shri Junuthula Anudeep Project Coordinator -Technical	33	B.Tech Civil	72,70,000	9 Yrs	August 28, 2013	-
10	Shri. S. Vaikuntanathan Vice President (F&A)	67	FCA	38,70,000	41 Yrs	January 07, 2016	Vaibhav Jyothi Power	--

• 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 '' 2.90 Lakhs;

iii) In the financial year, there was no increase in the median remuneration of employees;

iv) There were 2,173 employees on the rolls of Company as on March 31,2022

v) Relationship between average increase in

remuneration and company performance: -The Profit before tax and exceptional items for the financial year ended March 31,2022 increased by 42.05% whereas there is no increase in median remuneration.

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

The total remuneration of Key Managerial Personnel was '' 1,395.95 Lakhs whereas the Profit before tax and after exceptional item was '' 57,878.54 Lakhs in FY 2021-22.

vii) a) Variations in the market capitalisation of the

Company: The market capitalisation as on March 31,2022 at NSE was '' 7,99,128 Lakhs ('' 6,00,155 Lakhs as on March 31,2021) b) Price Earnings ratio of the Company at NSE

was 23.76 as at March 31,2022 and 15.97 as at March 31,2021;

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the year 2021-22 was 13.80% whereas the increase in the managerial remuneration for the same financial year was -18.56%.

ix) The key parameters for any variable component of remuneration availed by the directors: Not applicable

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but received remuneration in excess of the highest paid director during the year -Not Applicable; and

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 Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of women at Workplace in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and a committee has been set up for redressal of sexual harassment complaints received. During the year under review, the Company has not received any complaints pertaining to Sexual Harassment.

BUSINESS RESPONSIBILITY REPORT

Your Company being among the top 1000 listed entities based on market capitalisation, is required to present the Business Responsibility Report as required under the Regulation 34(2) (f) of SEBI (LODR) Regulations, 2015. The Business Responsibility

Report of the Company for the year ended March 31,2022 forms part of this report and annexed herewith as Annexure VI. 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.

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 Company’s shareholders, customers, vendors and bankers for their continued support to KNRCL’s 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.

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the Twenty Third Annual Report and the Company’s audited financial statement for the financial year ended March 31, 2018.

FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31, 2018 is summarised below:

(Rs. in Lakhs)

Particulars	Year ended March 31, 2018	Year ended March 31, 2017
Total revenue (including other income)	1,97,096.70	1,57,132.83
Profit before interest, depreciation and tax	42,544.07	24,898.89
Less: Interest and financial charges	2,314.42	2,189.88
Profit Before depreciation	40,229.65	22,709.01
Less: Depreciation and amortization	13,414.59	6,387.32
Profit before tax	26,815.06	16,321.69
Provision for tax (including Deferred Tax )	(394.17)	596.59
Profit after tax	27,209.23	15,725.10
Profit brought forward from previous year	71,249.77	55,524.67
Profit available for appropriation	98,459.00	71,249.77
Appropriations:
Dividend	(703.09)	-
Dividend tax	(143.13)	-
Balance carried forward	97,612.78	71,249.77
Paid Up capital	2,812.35	2,812.35
Other Equity	1,12,970.90	86,735.09

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

The highlights of the Company’s performance are as under:

Revenue from operations Rs.1,87,563.54 Lakhs PBDIT(Excluding Other Income) increased by 68.19 % to Rs.38,612.82 Lakhs

Profit before Tax increased by 54.04% to Rs.26,815.06 Lakhs Cash Profit increased by 83.71% to Rs.40,623.82 Lakhs Net Profit increased by 71.66% to Rs.27,082.03 Lakhs The order book position as on 31st March 2018 stands at Rs.2,32,656.51 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 31st March 2018 is Rs.112,970.90 Lakhs as against the Paid-up capital of Rs.2812.35 Lakhs

Dividend

The Board of Directors has recommended final dividend of Rs.0.40 per Equity Share of Rs.2.00 Each for the financial year ended 31st March 2018, amounting to Rs.562.47 Lakhs subject to approval of the shareholders. The dividend will be paid to the members whose names appear in the Register of Members as on 22nd September 2018 in respect of shares held in the dematerialized form, it will 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. The dividend recommended by your Directors, if approved at the ensuring Annual General Meeting by the Shareholders would be paid within the stipulated time.

The dividend payout for the year under review has been formulated in accordance with the Company’s policy linked with long term performance, keeping in view the company’s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

Management Discussion and Analysis Statement

Management’s 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

Transfer to the Investor Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013, an amount of Rs.57,016/- being unclaimed dividend for the Financial Year 2009 - 10 was transferred to the Investor Education and Protection fund (IEPF) established by the Central Government during the year under review.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, no companies have become or ceased to be company’s subsidiaries and during the year the no new Joint Ventures were entered by the company as per the provisions of section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies and Joint Ventures is prepared in Form AOC-1 and it forms part of the consolidated financial statements and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company’s website: www. knrcl.com

Consolidated Financial Statements

The consolidated financial statements, in terms of Section 129 of the Companies Act, 2013 and pursuant to Regulation 33 of SEBI(LODR) Regulations 2015 and prepared in accordance with Accounting Standard 21 as specified in the Companies (Accounting Standards) Rules, 2014 forms a part of this annual report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its Subsidiaries on its website www.knrcl.com and copy of separate audited accounts of its Subsidiaries will be provided to the members at their request.

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 confirmed that:

a. in the preparation of the annual accounts for the year ended March 31, 2018, 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, 2018 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.

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 LODR Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Corporate Social Responsibility (CSR)

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 may be accessed on the Company’s website at the link: http://www.knrcl.com/images/knrcl_CSR.pdf

Name	Designation	Category
Shri L. B. Reddy	Chairman	Non-Executive and Independent Director
Shri B. V. Rama Rao	Member	Non-Executive and Independent Director
Shri K. Jalandhar	Member	Executive and Non-
Reddy		Independent Director

Composition of the CSR Committee

The Company has identified three focus areas of engagement which are as under:

1. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects

2. Rural development projects

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook projects like promotion of education in rural areas, infrastructure and maintenance and renovation of old age homes.

The Annual Report on CSR activities is annexed herewith as “Annexure I” to this report and CSR Policy is posted on the website of the Company and the web link is http://www.knrcl.com/ images/knrcl_CSR.pdf

Directors

In accordance with the requirements of the Companies Act, 2013 Smt. K . Yashoda, Director of the Company is liable to retire by rotation at the Annual General Meeting and, being eligible, offer themselves for reappointment at the ensuring Annual General Meeting.

Brief resume of the Director 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 LODR Regulations entered with the Stock Exchanges in India, are provided in the Report on Corporate Governance.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Act and LODR Regulations entered with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The Board of Directors has complete access to the information within the Company. Independent Directors have the freedom to interact with the Company’s 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, they meet without the presence of any management personnel and their meetings are conducted informally to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their combined views to the Board of Directors of the Company.

Statutory Auditors

M/s K P Rao & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company at the 22nd Annual General Meeting held on September 28, 2017 for a period of 5 years ie., upto conclusion of 27th AGM to be held in the year 2022. Pursuant to Notification issued by the Ministry of Corporate Affairs on 7th May, 2018 amending section 139 of the Companies Act, 2013 and the Rules framed thereunder, the mandatory requirement for ratification of appointment of Auditors by the Members at every Annual General Meeting (“AGM”) has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM.

Internal Auditor & Controls

The Board of Directors based on the recommendation of the Audit Committee has re-appointed 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 Company’s 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 Company’s 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 Section 148 of the Companies Act, 2013 (corresponding Section 233B of the Companies Act, 1956) and the MCA General Circular No. 15/2011 dated April 11, 2011, (as amended vide General Circular No. 36/2012 dated November 6, 2012), the Audit Committee has recommended and the Board of Directors had re-appointed M/s. K.K. Rao & Associates, Cost Accountants, Hyderabad, being eligible and having sought reappointment, as Cost Auditors of the Company, to carry out the cost audit for the Company during the financial year 2018-19.

Secretarial Auditor

In accordance with Section 204 of the Companies Act, 2013 the Board has appointed M/s. VCSR & Associates, Company Secretaries, to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure II to this Report.

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 arm’s 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 Company’s website at the link: http://www. knrcl.com/images/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.

Conservation of energy, technology absorption and foreign exchange earnings and out go:

The particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are as follows

a) Conservation of Energy

The Company has taken suitable measures for conservation of energy. The core activity of the company is civil construction that is not an energy intensive activity.

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.

Foreign Exchange Earnings And Outgo Foreign Exchange Inwards - Nil Foreign Exchange outgo towards

a) Travel - Rs.13.30 Lakhs (PY Rs.15.67 Lakhs)

b) Import of capital goods and Stores & Spares Rs.1,938.79 Lakhs (PY Rs.300.71 Lakhs)

c) Advance / Loan to Subsidiaries - Nil (PY Nil Lakhs)

d) Term Loan Repayment and interest - Nil (PY Nil Lakhs)

Fixed 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.

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.

Disclosures Audit Committee

The Audit Committee comprises majority Independent Directors namely Shri L. B Reddy (Chairman), Shri B V Rama Rao, and Shri K Jalandhar Reddy as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has a Vigil mechanism and Whistle blower policy in terms of the LODR Regulations, 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 Company’s website at the link: http://www.knrcl.com/images/knrcl_whistleblower.pdf

Meetings of the Board

Seven meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance of this Annual Report.

Code of Conduct

A declaration regarding compliance with the code of conduct signed by the Company’s 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 given, investments made, guarantees given and securities provided are provided in the standalone financial statement.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 201718 (Rs. in lakhs)	% increase in Remuneration in the Financial Year 2017-18	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	K Narasimha Reddy Managing Director	504.00	40.00%	328	Profit before Tax and exceptional item increased by 54.04% and Profit After Tax and comprehensive income increased by 71.66% in financial Year 2017-18
2	K Jalandhar Reddy Executive Director and CFO	336.82	39.86%	219
3	M V Venkata Rao Company Secretary	14.31	9.99%	9
4	S.Vaikuntanathan, V.P (F&A)	29.70	10.00%	19

During the period under review, no employee of the Company is employed throughout the financial year and in receipt of Rs.102.00 lakhs or more, or employed for part of the year and in receipt of Rs.8.5 lakhs or more a month or was in receipt of remuneration in excess of that drawn by the managing director or whole time director or manager and holds by himself or long with his spouse and dependent children, not less than two percent of the equity shares of the company under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further details of top ten employees in terms of remuneration drawn during the financial year ended 31st March, 2018 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	Sri K. Narasimha Reddy Managing Director	68	B.A	50,400,000	49 Yrs	11.07.1995	-	32.53%
2	Sri K.Jalandhar Reddy Executive Director & CFO	46	B.E Computers	35,121,918	21 Yrs	11.07.1995	-	13.96%
3	Sri Maj. T.L. Varma Vice President	62	B.E. Civil	52,80,000	38 Yrs	12.07.2011	LANCO	--
4	Sri K.Shankar Reddy Vice President	47	B.Tech Civil	51,60,000	21 Yrs	01.10.1999	Rani Constructions	--
5	Sri V. Venugopal Reddy Director Projects	41	B.E	43,98,000	17 Yrs	21.08.2000	-	0.09%
6	Shri.E.Srinivasa Rao Chief Project Manager	54	B.E Civil	37,75,000	23 Yrs	02.12.2012	Navayuga	--
7	Sri. S. Vaikuntanathan Vice President (F&A)	63	FCA	2,970,000	37 Yrs	07.01.2016	Vaibhav Jyothi Power	--
8	Sri. K. Venkata Ram Rao General Manager (F&A)	43	ACA, ACS	27,36,000	14 Yrs	28.09.2015	RAMKY	--
9	Sri.B.Phani Kumar Sr.Project Manager	52	B.Tech Civil	25,80,000	32 Yrs	14.10.2014	Balaji Rail Road Systems	--
10	Sri. K. Venkateshwarlu Sr. Project Manager	44	M.Tech Civil	2,506,080	23 Yrs	01.02.1999	KMC	--

- None of the above employees were relative of any Directors except Shri K Jalandhar Reddy who is son of Shri K Narasimha 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.1.54 Lakhs;

iii) In the financial year, there was increase of 2.40% in the median remuneration of employees;

iv) There were 1020 employees on the rolls of Company as on March 31, 2018

v) Relationship between average increase in remuneration and company performance: - The Profit before tax and exceptional items for the financial year ended March 31, 2018 increased by 54.04% whereas the increase in median remuneration was 2.40%

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. 840.82 lakhs whereas the Profit before tax was Rs.26,815.06 Lakhs in 2017-18

vii) a) Variations in the market capitalisation of the Company:

The market capitalisation as on March 31, 2018 at NSE was Rs.3,99,353.13 Lakhs (Rs.2,71,039.85 Lakhs as on March 31, 2017)

b) Price Earnings ratio of the Company at NSE was 14.67 as at March 31, 2018 and was 17.24 as at March 31, 2017;

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was 30.16% whereas the increase in the managerial remuneration for the same financial year was 38.07%

ix) The key parameters for any variable component of remuneration availed by the directors: Not applicable

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but received remuneration in excess of the highest paid director during the year - 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 Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of women at Workplace in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaints pertaining to Sexual Harassment.

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. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

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

5. 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.

Appreciation and Acknowledgements

Your Directors wish to place on record their gratitude to the Company’s shareholders, customers, vendors and bankers for their continued support to KNRCL’s 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.

On behalf of the Board of Directors

of KNR Constructions Limited

K Narasimha Reddy K Jalandhar Reddy

Place : Hyderabad Managing Director, Executive Director & CFO,

Date : August 10, 2018

---

Mar 31, 2017

The Directors are pleased to present the Twenty Second Annual Report and the Company''s audited financial statement for the financial year ended March 31, 2017.

Financial Results

The Company''s financial performance, for the year ended March 31, 2017 is summarized below:

(Rs, in Lakhs)

Particulars	Year Ended March 31, 2017	Year Ended March 31, 2016
Total revenue (including other income)	157,132.83	93,426.92
Profit before interest and depreciation	24,898.89	18,462.43
Less: Interest and financial charges	2,189.88	1,323.74
Profit Before depreciation	22,709.01	17,138.69
Less: Depreciation and amortization	6,387.32	4,225.34
Profit before tax	16,321.69	12,913.35
Provision for tax (including Deferred Tax)	596.59	-3,193.99
Profit after tax	15,725.10	16,107.34
Profit brought forward from previous year	55,524.67	40,094.29
Profit available for appropriation	71,249.77	56,201.63
Appropriations:
Dividend	-	562.46
Dividend tax	-	114.50
Balance carried forward	71,249.77	55,524.67
Paid Up capital	2,812.35	2,812.35
Other Equity	86,735.09	70,958.75

Results of operations and the state of company''s affairs

The highlights of the Company''s performance are as under:

Revenue from operations Rs, 1,53,254.15 Lakhs

PBDIT(Excluding Other Income) increased by 50.15 % to Rs, 22,957.96 Lakhs Profit before Tax increased by 34.81% to Rs, 17,408.33 Lakhs Cash Profit increased by 8.75% to Rs, 22,112.42 Lakhs Net Profit decreased by 1.90% to Rs, 15,776.34 Lakhs

The order book position as on March 31, 2017 stands at Rs, 3,76,891.94 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, 2017 is Rs, 86,735.09 Lakhs as against the Paid-up capital of Rs, 2,812.35 Lakhs

Dividend

The Board of Directors has recommended final dividend of Rs, 0.50 per Equity Share of Rs, 2.00 Each for the financial year ended March 31, 2017, amounting to Rs, 703.09 Lakhs subject to approval of the shareholders. The dividend will be paid to the members whose names appear in the Register of Members as on 22nd September 2017 in respect of shares held in the dematerialized form, it will 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. The dividend recommended by your Directors, if approved at the ensuring Annual General Meeting by the Shareholders would be paid within the stipulated time.

The dividend payout for the year under review has been formulated in accordance with the Company''s policy linked with long term performance, keeping in view the company''s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

Management Discussion and Analysis Statement

Management''s 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

Transfer to the Investor Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013, an amount of Rs, 70786/- being unclaimed dividend for the Financial Year 2008-2009 was transferred to the Investor Education and Protection fund (IEPF) established by the Central Government during the year under review.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, no companies have become or ceased to be company''s subsidiaries and during the year the no new Joint Ventures were entered by the company as per the provisions of section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies and Joint Ventures is prepared in Form AOC-1 and it forms part of the consolidated financial statements and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website: www.knrcl.com

Consolidated Financial Statements

The consolidated financial statements, in terms of Section 129 of the Companies Act, 2013 and pursuant to Regulation 33 of SEBI(LODR) Regulations 2015 and prepared in accordance with Accounting Standard 21 as specified in the Companies (Accounting Standards) Rules, 2014 forms a part of this annual report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its Subsidiaries on its website www.knrcl. com and copy of separate audited accounts of its Subsidiaries will be provided to the members at their request.

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 confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2017, 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, 2017 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.

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 LODR Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Corporate Social Responsibility (CSR)

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 may be accessed on the Company''s website at the link: http://www.knrcl.com/images/ knrcl_CSR.pdf

Name	Designation	Category
Shri L. B. Reddy	Chairman	Non-Executive and Independent Director
Shri B. V. Rama Rao	Member	Non-Executive and Independent Director
Shri K. Jalandhar Reddy	Member	Executive and Non-Independent Director

Composition of the CSR Committee

The Company has identified three focus areas of engagement which are as under:

1. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects

2. Rural development projects

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook projects like promotion of education in rural areas, infrastructure and maintenance and renovation of old age homes.

The Annual Report on CSR activities is annexed herewith as “Annexure I" to this report and CSR Policy is posted on the website of the Company and the web link is http://www.knrcl.com/images/knrcl_CSR.pdf

Directors

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

Brief resume of the Director 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 LODR Regulations entered with the Stock Exchanges in India, are provided in the Report on Corporate Governance.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Act and LODR Regulations entered with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The Board of Directors has complete access to the information within the Company. Independent Directors have the freedom to interact with the Company''s 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, they meet without the presence of any management personnel and their meetings are conducted informally to enable the Independent Directors to discuss matters pertaining to the Company''s affairs and put forth their combined views to the Board of Directors of the Company.

Statutory Auditors

M/s. Sukumar Babu & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. As per the provisions of Section 139(2) of the Companies Act, 2013, a transition period of 3 years from the Commencement of the Companies Act, 2013 is provided to appoint a new Auditor when the existing Auditor''s firm has completed tenure of Ten Years or more as on the date of commencement of the Companies Act, 2013.

M/s. K.P. Rao & Co., Chartered Accountant, have consented to the said appointment as statutory auditors of the Company and confirmed that the appointment, if made, would be within the limits specified under the section 141 of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as statutory auditors of the Company in terms of the provision of the section 139 , 141 and 143 of the Companies Act, 2013 read with the provisions of the Companies (Audit & Auditors) Rules 2014.

None of the directors / key managerial personnel of the Company and their relatives are concerned or interested financially or otherwise in the resolution set out at item No. 4 of the Notice for approval of the Members.

The Board recommends the resolution set forth item No. 4 of the Notice for approval of the Members.

Internal Auditor & Controls

The Board of Directors based on the recommendation of the Audit Committee has re-appointed 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 Company''s 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 Company''s 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 Section 141 of the Companies Act, 2013 (corresponding Section 233B of the Companies Act, 1956) and the MCA General Circular No. 15/2011 dated April 11, 2011, (as amended vide General Circular No. 36/2012 dated November 6, 2012), the Audit Committee has recommended and the Board of Directors had appointed M/s. K.K. Rao & Associates, Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit for the Company during the financial year 2017-18.

Secretarial Auditor

In accordance with Section 204 of the Companies Act, 2013 the Board has appointed M/s. VCSR & Associates, Company Secretaries, to conduct Secretarial Audit for the FY 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure II to this Report.

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 arm''s 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 Company''s website at the link: http://www.knrcl.com/ images/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.

Conservation of energy, technology absorption and foreign exchange earnings and out go

The particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are as follows

a) Conservation of Energy

The Company has taken suitable measures for conservation of energy. The core activity of the company is civil construction that is not an energy intensive activity.

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.

Foreign exchange earnings and out go

Foreign Exchange Inwards - Nil Foreign Exchange outgo towards

a) Travel - Rs, 15.67 lakhs (P.Y Rs, 5.12 lakhs)

b) Import of capital goods and Stores & Spares Rs, 300.71 lakhs (P.Y Rs, 513.09 Lakhs)

c) Advance / Loan to Subsidiaries - Rs, Nil (P.Y Rs, Nil Lakhs)

d) Term Loan Repayment and interest - Rs, Nil (P.Y Rs, Nil Lakhs)

Fixed 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.

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 cooperation of all employees being extended from time to time to accelerate the growth of the Company.

Details of Specified Bank Notes

Details of Specified Bank Note (SBN) held and transacted during the period 08.11.2016 to 30.12.2016 as per the clause (x) in Part I Division I of Schedule III the Companies Act, 2013 are furnished in Note No.

12.3 to the financial statements.

Disclosures

Audit Committee

The Audit Committee comprises majority Independent Directors namely Shri L. B Reddy (Chairman), Shri B V Rama Rao, and Shri K Jalandhar Reddy as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has a Vigil mechanism and Whistle blower policy in terms of the LODR Regulations, 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 Company''s website at the link: http://www.kn rcl.com/images/knrc l_whistle blower. pdf

Meetings of the Board

Seven meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance of this Annual Report.

Code of Conduct

A declaration regarding compliance with the code of conduct signed by the Company''s 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 given, investments made, guarantees given and securities provided are provided in the standalone financial statement.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.

Particulars of employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2016-17, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 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 2016-17 (Rs, in lakhs)	% increase in Remuneration in the Financial Year 2016-17	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	K Narasimha Reddy Managing Director	360.00	49.48%	240	Profit before Tax and exceptional item increased by 34.81% and Profit After Tax and comprehensive income decreased by -1.90% in financial Year 2016-17
2	K Jalandhar Reddy Executive Director and CFO	240.83	89.33%	161
3	M V Venkata Rao Company Secretary	13.01	1.01%	9
4	S.Vaikuntanathan, V.P (F&A)	27.00	42.63%	18

During the period under review, no employee of the Company is employed throughout the financial year and in receipt of Rs,102.00 lakhs or more, or employed for part of the year and in receipt of Rs,8.5 lakhs or more a month or was in receipt of remuneration in excess of that drawn by the managing director or whole time director or manager and holds by himself or long with his spouse and dependent children, not less than two percent of the equity shares of the company under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further details of top ten employees in terms of remuneration drawn during the financial year ended March 31, 2017 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended are :

S. No.	Name of the Employee & Designation	Age (years)	Qualifica tion	*Gross Remuneration in Rs,	Expe rience (years)	Date of Commencement of Employment	Previous Employment	% of holding in the Company
1	Sri K. Narasimha Reddy Managing Director	68	B.A	36,000,000	48 Yrs	11.07.1995	-	32.53%
2	Sri K.Jalandhar Reddy Executive Director & CFO	46	B.E Computers	25,522,729	20 Yrs	11.07.1995	-	13.96%
3	Sri Maj. T.L. Varma Vice President	62	B.E. Civil	4,880,000	38 Yrs	12.07.2011	LANCO	--
4	Sri V. Venugopal Reddy Director Projects	41	B.E	4,610,500	17 Yrs	21.08.2000	-	0.09%
5	Sri. S. Vaikuntanathan Vice President (F&A)	63	FCA	2,745,000	37 Yrs	07.01.2016	Vaibhav Jyothi Power	--
6	Sri. K. Venkata Ram Rao General Manager (F&A)	43	ACA, ACS	2,479,600	14 Yrs	28.09.2015	RAMKY	--
7	Sri. K. Venkateshwarlu Sr. Project Manager	44	M.Tech Civil	2,424,080	22 Yrs	01.02.1999	KMC	--
8	Sri. D. Tirupathi Reddy Chief General Manager (Projects)	54	B.Tech Civil	2,390,200	29 Yrs	01.02.1999	KMC
9	Sri T.R. Rajendra Kumar Senior General Manager	43	B.Tech	1,938,000	20 Yrs	01.05.2010	Matco	--
10	Sri D.V. Arun Kumar Project Manager	41	B.Tech	1,709,200	19 Yrs	01.02.2005	IVRCL	--

- None of the above employees were relative of any Directors except Shri K Jalandhar Reddy who is son of Shri K Narasimha 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, 1.50 lakhs;

iii) In the financial year, there was increase of 0.81% in the median remuneration of employees;

iv) There were 1017 employees on the rolls of Company as on March 31, 2017

v) Relationship between average increase in remuneration and company performance: - The Profit before tax and exceptional items for the financial year ended March 31, 2017 increased by 34.81% whereas the increase in median remuneration was 0.81%

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, 640.84 lakhs whereas the Profit before tax was '' 16321.69 lakhs in 2016-17

vii) a) Variations in the market capitalization of the

Company: The market capitalisation as on March 31, 2017 at NSE was Rs, 2,71,039.85 lakhs (Rs, 1,43,401.52 lakhs as on March 31, 2016)

b) Price Earnings ratio of the Company at NSE was

17.24 as at March 31, 2017 and was 8.90 as at March 31, 2016;

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 201617 was 25.16% whereas the increase in the managerial remuneration for the same financial year was 54.59%

ix) The key parameters for any variable component of remuneration availed by the directors: Not applicable

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but received remuneration in excess of the highest paid director during the year - Not Applicable; and

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 Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of women at Workplace in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaints pertaining to Sexual Harassment.

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. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

4. Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. 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.

Appreciation and Acknowledgements

Your Directors wish to place on record their gratitude to the Company''s shareholders, customers, vendors and bankers for their continued support to KNRCL''s 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.

On behalf of the Board of Directors of KNR Constructions Limited

K Narasimha Reddy K Jalandhar Reddy

Managing Director Executive Director

Place: Hyderabad

Date: 14-08-2017

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Mar 31, 2016

Dear Members,

The Directors are pleased to present the Twenty First Annual Report and the Company’s audited financial statement for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31, 2016 is summarized below:

Rs. in Lakhs

PARTICULARS	2015-16	2014-15
Gross Income (including other income)	93304.08	88858.81
Profit before interest and depreciation	18590.02	13859.97
Less: Interest and financial charges	1262.67	1224.30
Profit Before depreciation	17327.35	12635.67
Less: Depreciation and amortization	4314.43	5405.58
Profit before tax	13012.92	7230.09
Provision for tax (including Deferred Tax )	(3099.41)	(71.15)
Profit after tax	16112.33	7301.24
Net Profit for the year	16112.33	7301.24
Profit brought forward from previous year	38661.54	33073.50
Less: Depreciation on transition to Schedule II of the Companies Act,2013	0.00	1374.72
Profit available for appropriation	54773.87	39000.02
Appropriations:
Dividend	281.23	281.23
Dividend tax	57.25	57.25
Balance carried forward	54435.39	38661.54
Paid Up capital	2812.35	2812.35
Reserves and Surplus	69883.70	54108.20

RESULTS OF OPERATIONS AND THE STATE OFCOMPANY’S AFFAIRS

The highlights of the Company’s performance are asunder:

Revenue from operations Rs. 88510.69 Lakhs

PBDIT(Excluding Other Income) increased by 23.20 % to Rs. 15540.68 Lakhs

Profit before Tax increased by 79.98% to Rs. 13012.92 Lakhs

Cash Profit increased by 60.75% to Rs. 20426.76Lakhs

Net Profit increased by 120.68% to Rs. 16112.33 Lakhs

The order book position as on 31^st March 2016 stands at Rs. 346350.00 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 Reserves & Surplus (including capital reserves, securities premium Reserves, General Reserves and P&L Account accumulated) as on 31^st March 2016 is Rs. 69883.70 Lakhs as against the Paid-up capital of Rs. 2812.35 Lakhs

Dividend

The Board of Directors on 15th March 2016, declared an interim dividend of Rs. 1.00 ( i.e 10%) on each fully paid equity share of Rs. 10/-, which was paid to the members, whose names appeared on the Register of Members as on 23rd March 2016.

Considering the capital requirement, the Board of Directors do not recommend any final dividend on the equity shares and the interim dividend declared is the dividend on equity shares of the Company for the financial year ended 31st March 2016.

The dividend payout for the year under review has been formulated in accordance with the Company''s policy linked with long term performance, keeping in view the company''s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

Management Discussion and Analysis Statement

Management’s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Transfer to the Investor Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013, an amount of Rs. 64209/- being unclaimed dividend for the Financial Year 2007-2008 was transferred to the Investor Education and Protection fund (IEPF) established by the Central Government during the year under review.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, no companies have become or ceased to be company’s subsidiaries and during the year the following Joint Ventures were entered by the company i.eKNR - TBCPL - JV and SEL - KNR JV andas per the provisions of section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies and Joint Ventures is prepared in Form AOC-1 and it forms part of the consolidated financial statements and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company’s website: www.knrcl.com

Consolidated Financial Statements

The consolidated financial statements, in terms of Section 129 of the Companies Act, 2013 and Clause 32 of the Listing Agreement and prepared in accordance with Accounting Standard 21 as specified in the Companies (Accounting Standards) Rules, 2014 forms a part of this annual report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its Subsidiaries on its website www.knrcl.com and copy of separate audited accounts of its Subsidiaries will be provided to the members at their request.

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 confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2016, 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, 2016 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.

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 Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 may be accessed on the Company’s website at the link: http://www.knrcl.com/images/knrcl CSR.pdf Composition of the CSR Committee

Name	Designation	Category
Shri L. B. Reddy	Chairman	Non-Executive and Independent Director
Shri B. V. Rama Rao	Member	Non-Executive and Independent Director
Shri K. Jalandhar Reddy	Member	Executive and Non-Independent Director

The Company has identified three focus areas of engagement which are as under:

1. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects

2. Rural development projects

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook projects like promotion of education in rural areas, infrastructure and maintenance and renovation of old age homes.

The Annual Report on CSR activities is annexed herewith as “Annexure I” to this report and CSR Policy is posted on the website of the Company and the web link is http:http://www.knrcl.com/images/knrcl CSR.pdf

DIRECTORS

In accordance with the requirements of the Companies Act, 2013 Smt. K Yashoda, Director of the Company is liable to retire by rotation at the Annual General Meeting and, being eligible, offer themselves for reappointment at the ensuring Annual General Meeting.

Brief resume of the Director 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 Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The Board of Directors has complete access to the information within the Company. Independent Directors have the freedom to interact with the Company’s 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, they meet without the presence of any management personnel and their meetings are conducted informally to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their combined views to the Board of Directors of the Company.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of audit firms, and based on the recommendation of the Audit Committee, the Board has at its meeting held on 30^th May 2016 recommended the reappointment of M/s. Sukumar Babu & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting to the Conclusion of the next Annual General Meeting. M/s. Sukumar Babu & Co., Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s. Sukumar Babu & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution

INTERNAL AUDITOR & CONTROLS

The Board of Directors based on the recommendation of the Audit Committee have re-appointed 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 Company’s 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 Company’s 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 Section 141 of the Companies Act, 2013 (corresponding Section 233B of the Companies Act, 1956) and the MCA General Circular No. 15/2011 dated April 11, 2011, (as amended vide General Circular No. 36/2012 dated November 6, 2012), the Audit Committee has recommended and the Board of Directors had appointed M/s. K.K. Rao & Associates, Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit for the Company during the financial year 2016-17.

SECRETARIAL AUDITOR

The Board has appointed M/s. VCSR &Associates, Company Secretaries, to conduct Secretarial Audit for the FY 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure IIto this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 arm’s 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 Company’s website at the link: http://www.knrcl.com/images/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.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go:

The particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are as follows

a) Conservation of Energy

The Company has taken suitable measures for conservation of energy. The core activity of the company is civil construction that is not an energy intensive activity.

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.

Foreign Exchange earnings and outgo

Foreign Exchange Inwards - Nil Foreign Exchange outgo towards

a) Travel - Rs. 5.12 lakhs (P.Y Rs. 4.05 lakhs)

b) Import of capital goods and Stores & Spares Rs. 513.09 lakhs(P.Y Rs. 287.64 Lakhs)

c) Advance / Loan to Subsidiaries - Nil(P.Y Nil Lakhs)

d) Term Loan Repayment and interest - Nil(P.Y Nil Lakhs)

FIXED 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.

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.

DISCLOSURES

Audit Committee

The Audit Committee comprises majority Independent Directors namely Shri L . B Reddy (Chairman), Shri B V Rama Rao, and Shri K Jalandhar Reddy as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has a Vigil mechanism and Whistle blower policy in terms of the Listing Agreement, 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 Company’s website at the link:http:// www.knrcl.com/images/knrcl_whistleblower.pdf

Meetings of the Board

Nine meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance of this Annual Report.

Code of Conduct

A declaration regarding compliance with the code of conduct signed by the Company’s 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 given, investments made, guarantees given and securities provided are provided in the standalone financial statement.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure IIIto this Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

i) The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl. No.	Name of Director/ KMP and Designation	Remuneration of Director/ KMP for financial year 2015-16 (Rs. in lakhs)	% increase in Remuneration in the Financial Year 2015-16	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	K Narasimha Reddy Managing Director	240.00	38.73%	161	Profit before Tax increased by 79.98% and Profit After Tax increased by 120.68% in financialYear 2015-16
2	K Jalandhar Reddy Executive Director and CFO	127.20	41.18%	85
3	M V Venkata Rao Company Secretary	12.88	22.09%	9
4	S.Vaikuntanathan, V.P (F&A)1	6.31	N.A	4
5	G. Sravana Kumar, CGM (F&A)2	28.15	19.69%	19

v) Relationship between average increase in remuneration and company performance:-The Profit before tax for the financial year ended March 31, 2016 increased by 79.98% whereas the decrease in median remuneration was 18.83%

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.414.54lakhswhereas the Profit before tax was Rs. 13012.92 lakhs in 2015-16

vii) a) Variations in the market capitalization of the Company: The market capitalization as on March 31, 2016 at

NSE was Rs. 1,43,401.52lakhs(Rs. 1,19,468.46lakhs as on March 31, 2015)

b) Price Earnings ratio of the Company at NSE was 8.90 as at March 31, 2016 and was 16.36 as at March 31, 2015;

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 was 13.60% whereas the increase in the managerial remuneration for the same financial year was 16.62%;

ix) The key parameters for any variable component of remuneration availed by the directors: Not applicable

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but received remuneration in excess of the highest paid director during the year -Not Applicable; and

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 Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of women at Workplace in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaints pertaining to Sexual Harassment. 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. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

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

5. 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.

Appreciation and Acknowledgements

Your Directors wish to place on record their gratitude to the Company’s shareholders, customers, vendors and bankers for their continued support to KNRCL’s 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.

On behalf of the Board of Directors of KNR Constructions Limited

Sd/- Sd/-

K Narasimha Reddy K Jalandhar Reddy

Managing Director Executive Director & CFO

Place: Hyderabad Date: 14.08.2016

Report On Corporate Governance

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Mar 31, 2014

Dear Shareholders,

The Directors take pleasure in presenting the 19th Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2014.

Financial Results Rs. in Lakhs PARTICULARS 2013-14 2012-13

Gross Income (including other income) 85030.99 70962.06 Profit before interest and depreciation 14131.02 13394.10 Less: Interest and financial charges 1719.45 1125.45 Profit Before depreciation 12411.57 12268.65 Less: Depreciation and amortization 5723.15 5566.96 Profit before tax 6688.42 6701.69

Provision for tax (including Deferred Tax) 590.17 1488.74 Profit after tax 6098.25 5212.95 Net Profit for the year 6098.25 5212.95 Profit brought forward from previous year 27456.28 22702.36 Profit available for appropriation 33554.53 27915.31

Appropriations: Transfer to General Reserve 152.00 130.00 Dividend 281.23 281.23 Dividend tax 47.80 47.80 Balance carried forward 33073.50 27456.28 Paid Up capital 2812.35 2812.35 Reserves and Surplus 48519.88 42753.24

REVIEW OF PERFORMANCE:

Your company continues to be in the business of work contracts specializing in Roads and Bridges and other infrastructure projects like irrigation projects. During the year under consideration, your company has achieved a turnover (on stand-alone basis) of Rs. 83702.90 Lakhs as against Rs. 68867.94 Lakhs in the previous year, thus registering a growth of 21.54 %. The company has earned a gross profit of Rs. 14131.02 Lakhs before interest and depreciation as against Rs. 13394.10 Lakhs in the previous year, thus registering a growth of 5.50 %. After deducting an interest of Rs. 1719.45 Lakhs, providing for Rs.5723.15 Lakhs towards depreciation, Rs. 590.17 Lakhs towards provision for income tax and deferred tax, the operations resulted in a net profit of Rs. 6098.25 Lakhs as against Rs. 5212.95 Lakhs last year, registering a decline of 16.98 %.

The order book position as on 31st March 2014 stands at Rs.12960.26 Millions.

Dividend

Your Directors have recommended a divided of Rs. 1/- per Equity share for the financial year ended 31st March 2014, amounting to Rs. 281.23 Lakhs. The dividend will be paid to the members whose names appear in the Register of Members as on 23dr September 2014 in respect of shares held in the dematerialized form, it will 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.

The dividend pay out for the year under review has been formulated in accordance with the Company''s policy linked with long term performance, keeping in view the company''s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

Reserves

It is proposed to transfer Rrs. 152.00 Lakhs to the General Reserves of the Company, constituting 2.5 % of the profit made during the year.

Directors

In accordance with the requirements of the Companies Act, 2013 Shri K Jalandhar Reddy and Shri M Rajesh Reddy Directors of the Company are liable to retire by rotation at the Annual General Meeting and, being eligible, offer themselves for reappointment at the ensuring Annual General Meeting.

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 Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance.

Statutory Auditors

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of audit firms, and based on the recommendation of the Audit Committee, the Board has at its meeting held on 30th May 2014 recommended the re-appointment of M/s. Sukumar Babu & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting to the Conclusion of the next Annual General Meeting. M/s. Sukumar Babu & Co., Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s. Sukumar Babu & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed 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.

Cost Auditors

In accordance with Section 141 of the Companies Act, 2013 (corresponding Section 233B of the Companies Act, 1956) and the MCA General Circular No. 15/2011 dated April 11, 2011, (as amended vide General Circular No. 36/2012 dated November 6, 2012), the Audit Committee has recommended and the Board of Directors had appointed M/s. K.K. Rao & Associates, Cost Accountants, Hyderabad, being eligible and having sought re- appointment, as Cost Auditors of the Company, to carry out the cost audit for the Company during the financial year 2014-15.

Subsidiaries and Consolidated Financial Statements

As required under the Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 211(3C) of the Companies Act, 1956. These financial statements disclose the assets, liabilities, income, expenses and other details of the company, its subsidiaries and associate companies.

Pursuant to the provisions of section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs (MCA), Government of India, New Delhi vide its Circular No.2/2011 dated: 08-02- 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company.

A statement containing the brief financials of the Company''s subsidiaries for the financial year ended March 31, 2014 is provided as Annexure "C" to this report. Accordingly, this annual report does not contain the reports and other statements of the subsidiary companies.

Subsidiaries of the Company

Your company has the following subsidiaries:

a. KNR Agrotech & Beverages Private Limited

b. KNR Infrastructure Projects Private Limited

c. KNR Energy Limited

d. KNRC Holdings and Investments Private Limited

e. KNR Walayar Tollways Private Limited

f. KNR Constructions LLC, Oman

g. KNRCL FZE, Ras Al Khaima, UAE

The Statement pursuant to Section 212 of the Companies Act, 1956 is at Annexure B. The summarized financial performance of the subsidiaries is at Annexure C.

Consolidated Financial Statements:

In accordance with the Accounting Standards AS-21 and AS-27 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statements are provided in the Annual Report.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of Listing agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Fixed Deposits:

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 Particulars of Employees:

The particulars of employees whose details need to be provided under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is presented as an Annexure A to this report.

Directors Responsibility Statement:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departure from the same;

ii) 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, 2014 and profit for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go:

The particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are as follows

a) Conservation of Energy

The Company has taken suitable measures for conservation of energy. The core activity of the company is civil construction that is not an energy intensive activity.

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.

Foreign Exchange earnings and outgo

Foreign Exchange Inwards - Nil

Foreign Exchange outgo towards

a) Travel - Rs. 6.55 lakhs (P.Y Rs. 0.47 lakhs)

b) Import of capital goods Rs.199.03 lakhs (P.Y Rs. 1234.52 Lakhs)

c) Advance / Loan to Subsidiaries - Rs. 21.78 lakhs (P.Y Rs. 1.77 Lakhs)

e) Term Loan Repayment and interest - Nil (P.Y Rs. 131.31 Lakhs)

Corporate Governance:

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of shareholders. A certificate from the auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 also forms part of the annual report.

Acknowledgements:

Your Directors wish to place on record their gratitude to the Company''s shareholders, customers, vendors and bankers for their continued support to KNRCL''s 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.

On behalf of the Board of Directors of KNR Constructions Limited

Sd/- Sd/- K Narasimha Reddy K Jalandhar Reddy Managing Director Executive Director Place: Hyderabad Date: 14.08.2014

---

Mar 31, 2013

Dear Shareholders''

The Directors take pleasure in presenting the 18th Annual Report and the Audited Accounts for the Financial Year ended 31st March'' 2013.

FINANCIAL RESULTS

Rs.in Lakhs

PARTICULARS 2012-13 2011-12

Gross Income (including other income) 78339.17 87267.10

Profit before interest and depreciation 13394.10 13943.06

Less: Interest and financial charges 1125.45 963.75

Profit Before depreciation 12268.65 12979.31

Less: Depreciation and amortization 5566.96 5137.56

Profit before tax 6701.69 7841.75

Provision for tax

(including Deferred Tax ) 1488.74 2565.38

Profit after tax 5212.95 5276.37

Net Profit for the year 5212.95 5276.37

Profit brought forward from previous year 22702.36 17884.84

Profit available for appropriation 27915.31 23161.21

Appropriations:

Transfer to General Reserve 130.00 132.00

Dividend 281.23 281.23

Dividend tax 47.80 45.62

Balance carried forward 27456.28 22702.36

Paid –up capital 2812.35 2812.35

Reserves and Surplus 42753.24 37868.98

REVIEW OF PERFORMANCE:

Your company continues to be in the business of work contracts specializing in Roads and Bridges and other infrastructure projects like irrigation projects. During the year under consideration'' your company has achieved a turnover (on stand-alone basis) of Rs. 76934.17 Lakhs as against Rs. 86599.78 Lakhs in the previous year'' thus registering a decrease of 11 %. The company has earned a gross profit of Rs. 13394.10 Lakhs before interest and depreciation as against Rs. 13943.06 Lakhs in the previous year'' thus registering a decline of 3.93 %. After deducting an interest of Rs. 1125.45 Lakhs'' providing for Rs. 5566.96 Lakhs towards depreciation'' Rs. 1488.74 Lakhs towards provision for income tax and deferred tax'' the operations resulted in a net profit of Rs. 5212.95 Lakhs as against Rs. 5276.37 Lakhs last year'' registering a decline of 1.20 %.

FOLLOWING ARE THE MAJOR WORKS AWARDED TO OUR COMPANY FROM APRIL 2012 TO MARCH 2013

SL. PARTICULARS OF THE PROJECT AMOUNT

NO. (Rs. IN

MILLIONS)

1. "2 laning Gobuk - Mariyang - Sihjon Nallah from Km 26.210 ( Gobuk) to 75.485 ( Sijhon Nallah) Existing CH. 27.000 - 75.000 Net Length 49.275 1804.03 km in Arunachal Pradesh Under Arunachal Pradesh Package of SARDP - NE"

2. Strengthening and widening of Radial Roads in and around Hyderabad city with loan assistance of JICA under Loan Agreement No. 492.55 ID-P: 198: Radial Road No. 16 from ECIL X Road to Cherial X Road in the stretch from Km 7.0 to 1 7.1 8 0

3. "Four Laning of Walayar - Vadakkancherry Section Km 182/250 to Km 240/000 of NH -

47'' Package NS-2/BOT/KL-2 790.00

7905.00

With the above new orders'' the order book position as on 31st March 2013 stands at Rs. 26290.58 Millions.

DIVIDEND

Your Directors have recommended a divided of Rs. 1/- per Equity share for the financial year ended 31st March 2013'' amounting to Rs. 281.23 Lakhs. The dividend will be paid to the members whose names appear in the Register of Members as on 14th September 2013 in respect of shares held in the dematerialized form'' it will 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.

The dividend pay out for the year under review has been formulated in accordance with the Company''s policy linked with long term performance'' keeping in view the company''s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

RESERVES

It is proposed to transfer Rs. 130.00 Lakhs to the General Reserves of the Company'' constituting 2.5 % of the profit made during the year.

DIRECTORS

In accordance with the requirements of the Companies Act'' 1956 Shri L B Reddy and Shri J S R Chandar Mouli Directors of the Company are liable to retire by rotation at the Annual General Meeting and'' being eligible'' offer themselves for reappointment at the ensuring Annual General Meeting.

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 Clause 49 of the Listing Agreement with the Stock Exchanges in India'' are provided in the Report on Corporate Governance.

AUDITOR AND AUDITORS REPORT:

M/s. Sukumar Babu & Co.'' Chartered Accountants'' Statutory Auditors of the company holds office until the conclusion of the ensuring Annual General Meeting and is eligible for reappointment.

The Company has received letter from the Statutory Auditors to this effect that their reappointment'' if made'' would be within the prescribed limits under the Section 224(IB) of the Companies Act'' 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

AUDITOR''S QUALIFICATION

In our opinion and to the best of our information and according to the explanations given to us and subject to the qualification given on the issue of non - accounting of share of profit/(loss) from M/s. Patel-KNR-JV for the period of nine months from 01.07.2012 to 31.03.2013 in the note number 42 on the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet'' of the state of affairs of the Company as at March 31'' 2013;

b) in the case of the Profit and Loss Account'' of the profit/ loss for the year ended on that date; and

c) in the case of the Cash Flow Statement'' of the cash flows for the year ended on that date.

MANAGEMENT''S RESPONSE ON THE AUDITORS QUALIFICATION:

Based on the available information'' financial statements of Patel KNR JV have been prepared for the financial year 2012-13 which are unaudited as on date and the loss is estimated at Rs. 3.55 Crores for the said period and the share of loss of KNRCL will be Rs. 1.77 Crores.

The impact of the above on statement of profit and loss account of KNR CL is that the Profit After Tax (PAT) would be Rs. 50.36 Crores as against the audited profit after tax of Rs. 52.13 Crores.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreement entered into with the Stock Exchanges'' a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 211(3C) of the Companies Act'' 1956. These financial statements disclose the assets'' liabilities'' income'' expenses and other details of the company'' its subsidiaries and associate companies.

Pursuant to the provisions of section 212(8) of the Companies Act'' 1956'' the Ministry of Corporate Affairs (MCA)'' Government of India'' New Delhi vide its Circular No.2/2011 dated: 08-02-2011 has granted general exemption from attaching the balance sheet'' statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company.

A statement containing the brief financials of the Company''s subsidiaries for the financial year ended March 31'' 2013 is provided as Annexure "C" to this report. Accordingly'' this annual report does not contain the reports and other statements of the subsidiary companies.

SUBSIDIARIES OF THE COMPANY

Your company has the following subsidiaries:

a. KNR Agrotech & Beverages Private Limited

b. KNR Infrastructure Projects Private Limited

c. KNR Energy Limited

d. KNRC Holdings and Investments Private Limited

e. KNR Walayar Tollways Private Limited

f. KNR Muzaffapur Holdings Private Limited

g. KNR Constructions LLC'' Oman h. KNRCL FZE'' Ras Al Khaima'' UAE

The Statement pursuant to Section 212 of the Companies Act'' 1956 is at Annexure B. The summarized financial performance of the subsidiaries is at Annexure C.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21 and AS-27 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for Investments in Associates'' the Audited Consolidated Financial Statements are provided in the Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review'' as stipulated under Clause 49 of Listing agreement with the Stock Exchanges in India'' is presented in a separate section forming part of the Annual Report.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act'' 1956 Particulars of Employees:

The particulars of employees whose details need to be provided under section 217(2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975 is presented as an Annexure A to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act'' 1956'' with respect to Directors'' Responsibility Statement'' it is hereby confirmed that:

i) in the preparation of the annual accounts'' the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act'' 1956'' have been followed and there are no material departure from the same;

ii) 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'' 2013 and profit for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The particulars relating to Conservation of Energy'' Technology absorption'' Foreign Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act'' 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules'' 1988 are as follows

A) CONSERVATION OF ENERGY

The Company has taken suitable measures for conservation of energy. The core activity of the company is civil construction that is not an energy intensive activity.

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.

FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange Inwards - Nil

FOREIGN EXCHANGE OUTGO TOWARDS

a) Travel – Rs. 0.47 lakhs (P.Y Rs. 3.67 lakhs)

b) Import of capital goods Rs. 1234.52 lakhs (P.Y Rs. 163.80 Lakhs)

c) Advance / Loan to Subsidiaries – Rs. 1.77 lakhs (P.Y Rs. 12.31 Lakhs) e) Term Loan Repayment and interest – Rs. 131.31 Lakhs (P.Y Rs. 165.95)

CORPORATE GOVERNANCE:

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges'' a separate section on Corporate Governance has been incorporated in the annual report for the information of shareholders. A certificate from the auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 also forms part of the annual report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Company''s shareholders'' customers'' vendors and bankers for their continued support to KNRCL''s 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.

On behalf of the Board of Directors of KNR Constructions Limited Sd/- Sd/-

K Narasimha Reddy K Jalandhar Reddy

Managing Director Executive Director

Place: Hyderabad

Date: 01.08.2013

---

Mar 31, 2012

The Directors take pleasure in presenting the 17th Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2012.

Financial Results Rs.in Lakhs

PARTICULARS 2011-2012 2010-2011

Gross Income (including other income) 87267.10 106378.75

Profit before interest and depreciation 13943.06 13282.52

Less: Interest and financial charges 963.75 782.23

Profit Before depreciation 12979.31 12500.29

Less: Depreciation and amortization 5137.56 4144.10

Profit before tax 7841.75 8356.19 Provision for tax

(including Deferred Tax ) 2565.38 2673.67

Profit after tax 5276.37 5682.52

Net Profit for the year 5276.37 5682.52

Profit brought forward from previous year 17884.84 13436.04

Profit available for appropriation 23161.21 19118.56 Appropriations:

Transfer to General Reserve 132.00 580.00

Dividend 281.23 562.47

Dividend tax 45.62 91.25

Balance carried forward 22702.36 17884.84

Paid-up capital 2812.35 2812.35

Reserves and Surplus 37868.98 32919.07

REVIEW OF PERFORMANCE:

Your company continues to be in the business of work contracts specializing in Roads and Bridges and other infrastructure projects like irrigation projects. During the year under consideration, your company has achieved a turnover (on standalone basis) of Rs 86599.78 Lakhs as against Rs105127.32 Lakhs in the previous year, thus registering an decrease of 17 %. The company has earned a gross profit of Rs13943.06 Lakhs before interest and depreciation as against Rs13282.52 Lakhs in the previous year, thus registering a growth of 5 %. After deducting an interest of f 963.75 Lakhs, providing for Rs 5137.56 Lakhs towards depreciation, Rs 2565.38 Lakhs towards provision for income tax and deferred tax, the operations resulted in a net profit of Rs 5276.37 Lakhs as against Rs 5682.52 Lakhs last year, registering a growth of 0.68%.

Following are the major works awarded to our Company from April 2011 to March 2012

Sl. Particulars of the Project Amount No. (Rs In Millions)

1. Pichhore - Chanderi - Mungawali - Onder - Kurwai Road: 1458.99 Package No. 03 under MPSRP-III

2. Rehabilitation and up gradation to two lane with paved shoulders and maintenance 5801.70 of (i) Chhhindwara-Linga-Umarnala-Saner Section of NH-26B (from Ch. 1.000 Km to 87.00 Km - Length 86 Km) Including Part of Chhindwara by pass (Km 23.553 to Km. 29.275 - length - 5.722 Km), and (ii) Multai (Km. 244.425) upto near Imlikhera (Km 167.700) - Length 76.725 Km.

3. Two Laning of Muzaffarpur-Barauni Section of NH-28 from KM 519.600 to KM 3540.00 627.000 in the state of Bihar under NHDP Phase IVB through Public Private

Partnership (PPP) on Design, Build, Finance, Operate And Transfer Toll Basis DBFOT

4. Received 3 orders from Government of Karnataka 3906.64 Up gradation of the Road from Mangadi NH-48 ( Km 0 000) to Koratagere (Km 68 200) of SH -3 Up gradation of the Road from Shelvadi ( Km 0 000) to Mundargi (Km 68 400) of SH -45 Up gradation of the Road from Mudgal ( Km 0 000) to Gangawathi (Km 74 200) of SH -29

5. Received an order from GMR Projects Private Limited 6200 towards, Design, Build, Finance, Operate, And Transfer (DBFOT) to Augment the

Existing Road on the Kishangarh Udaipur Ahmedabad section of NH -79A, NH - 79, NH - 76 and NH - 8 in the States of Rajasthan and Gujarat

6. Received 2 orders from GVK 6750 towards, Engineering, Procurement And Construction of 4-Laning of Shivpuri - Dewas section of NH-3 in the State of Madhya Pradesh Package- 1 from Km 0 000 to km. 42 900 Package- 2 from Km 42 900 to km. 85 450

With the above new orders, the order book position as on 31st March 2012 stands at Rs 30420.25 Millions.

Dividend

Your Directors have recommended a divided of Rs 1/- per Equity share for the financial year ended 31st March 2012, amounting to Rs 281.23 Lakhs. The dividend will be paid to the members whose names appear in the Register of Members as on 8th,August, 2012 in respect of shares held in the dematerialized form, it will 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.

The dividend payout for the year under review has been formulated in accordance with the Company's policy linked with long term performance, keeping in view the company's need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

Reserves

It is proposed to transfer Rs 132.00 Lakhs to the General Reserves of the Company, constituting 2.5 % of the profit made during the year.

Directors

In accordance with the requirements of the Companies Act, 1956 Shri M Rajesh Reddy and Shri B V Rama Rao Directors of the Company are liable to retire by rotation at the Annual General Meeting and, being eligible, offer themselves for reappointment at the ensuring Annual General Meeting.

During the year Shri D Ramaiah, Independent Director of the Company has resigned from the Company w.e.f 10.01.2012.

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 Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance.

Auditor and Auditors Report:

M/s. Sukumar Babu & Co., Chartered Accountants, Statutory Auditors of the company holds office until the conclusion of the ensuring Annual General Meeting and is eligible for reappointment.

The Company has received letter from the Statutory Auditors to this effect that their reappointment, if made, would be within the prescribed limits under the Section 224(IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Subsidiaries of the Company

Your company has the following subsidiaries:

a. KNR Agrotech & Beverages Private Limited

b. KNR Infrastructure Projects Private Limited

c. KNR Energy Limited

d. KNRC Holdings and Investments Private Limited

e. KNR Muzaffapur Barauni Tollway Private Limited

f. KNR Constructions LLC, Oman

g. KNRCL FZE, Ras Al Khaima, UAE

The Statement pursuant to Section 212 of the Companies Act, 1956 is at Annexure B. The summarized financial performance of the subsidiaries is at Annexure C.

Consolidated Financial Statements:

In accordance with the Accounting Standards AS-21 and AS-27 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statements are provided in the Annual Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of Listing agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Fixed Deposits:

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 Particulars of Employees:

The particulars of employees whose details need to be provided under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is presented as an Annexure A to this report.

Directors Responsibility Statement:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departure from the same;

ii) 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, 2012 and profit for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv) the Directors have prepared the annual accounts of the Company on a "going concern' basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go:

The particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are as follows

a) Conservation of Energy

The Company has taken suitable measures for conservation of energy. The core activity of the company is civil construction that is not an energy intensive activity.

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.

Foreign Exchange earnings and outgo

Foreign Exchange Inwards

Advances received from subsidiaries - Rs Nil (P.Y 189.58 Lakhs)

Foreign Exchange outgo towards

a) Travel - Rs3.67 lakhs (P.Y Rs 3.38 lakhs)

b) Import of capital goods Rs163.80 lakhs (P.Y Rs1243.73 Lakhs)

c) Advance / Loan to Subsidiaries - Rs12.31 lakhs (P.Y Rs 46.67 Lakhs)

e) Term Loan Repayment and interest - Rs 165.95 Lakhs (P.Y Rs 56.95)

Corporate Governance:

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of shareholders. A certificate from the auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 also forms part of the annual report.

Acknowledgements:

Your Directors wish to place on record their gratitude to the Company's shareholders, customers, vendors and bankers for their continued support to KNRCL's 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.

On behalf of the Board of Directors

of KNR Constructions Limited

Sd/- Sd/-

K Narasimha Reddy K Jalandhar Reddy

Managing Director Executive Director

Place: Hyderabad

Date : 28.05.2012

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Mar 31, 2011

Dear Shareholders,

The Directors take pleasure in presenting the 16th Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2011.

Financial Results Rs. in Lakhs

PARTICULARS 2010-2011 2009-2010

Gross Income (including other income) 106378.75 90663.08

Profit before interest and depreciation 13810.39 11579.07

Less: Interest and financial charges 782.23 699.08

Profit Before depreciation 13028.16 10879.99

Less: Depreciation 4055.01 2617.52

Profit before tax 8973.15 8262.47

Provision for tax (including Wealth Tax and Deferred Tax ) 2666.20 2692.16

Profit after tax 6306.95 5570.31

Less: Prior year taxes and adjustments 624.43 542.24

Net Profit for the year 5682.52 5028.07

Profit brought forward from previous year 13436.04 9571.03

Profit available for appropriation 19118.56 14599.10

Appropriations:

Transfer to General Reserve 580.00 505.00

Dividend 562.47 562.47

Dividend tax 91.25 95.59

Balance carried forward 17884.84 13436.04

Paid –up capital 2812.35 2812.35

Reserves and Surplus 32919.07 27890.35

REVIEW OF PERFORMANCE:

Your company continues to be in the business of work contracts specializing in Roads and Bridges and other infrastructure projects like irrigation projects. During the year under consideration, your company has achieved a turnover (on stand alone basis) of Rs 105127.32 Lakhs as against Rs 89917.27 Lakhs in the previous year, thus registering an increase of 17 %. The company has earned a gross profit of Rs. 13810.39 Lakhs before interest and depreciation as against Rs 11579.07 Lakhs in the previous year, thus registering a growth of 19 %. After deducting an interest of Rs 782.23 Lakhs, providing for Rs. 4055.01 Lakhs towards depreciation, Rs 2666.20 Lakhs towards provision for income tax, wealth tax, and deferred tax, Rs 624.43 Lakhs towards prior period items and taxes, the operations resulted in a net profit of Rs 5682.52 Lakhs as against Rs. 5028.07 Lakhs last year, registering a growth of 13 %.

Following are the major works awarded to our Company from April 2010 to March 2011

Sl. Particulars of the Project Amount No. (Rs. In Millions)

1 4 Laning of Bijapur - Hungund Section 8250 of NH-13 from Km 102.00 to km 202.00 in the Satate of Karnataka under NHDP Phase III On Design, Build, Finance, Operate and Transfer IDBFOT) Toll Basis from Bijapur Hungund Tollway Private Limited, Sadbhav Engineering Limited

2 Nagpur - Saoner - Betul Project – 3330 Construction Contract 01: Four Laning of KM 76.000 to KM 117.500 of Nagpur – Saoner – Betual Section of NH-69” in the State of Madhya Pradesh to be completed within a period of 23 Months from the Appointed Date. on subcontract basis from Oriental Structural Engineering Private Limited

With the above new orders, the order book position as on 31st March 2011 stands at Rs. 14433.64 Millions.

Dividend

Your Directors have recommended a divided of Rs. 2/- per Equity share for the financial year ended 31st March 2011, amounting to Rs. 562.47 Lakhs. The dividend will be paid to the members whose names appear in the Register of Members as on 22nd September 2011 in respect of shares held in the dematerialized form, it will 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.

The dividend pay out for the year under review has been formulated in accordance with the Company's policy linked with long term performance, keeping in view the company's need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

Reserves

It is proposed to transfer Rs. 580.00 Lakhs to the General Reserves of the Company, constituting 10.21 % of the profit made during the year.

Directors

In accordance with the requirements of the Companies Act, 1956 Shri K Jalandhar Reddy, Shri L B Reddy and Shri J S R Chandramouli Directors of the Company are liable to retire by rotation at the Annual General Meeting and, being eligible, offer themselves for reappointment at the ensuring Annual General Meeting

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 Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance.

Auditor and Auditors Report:

M/s. Sukumar Babu & Co., Chartered Accountants, Statutory Auditors of the company holds office until the conclusion of the ensuring Annual General Meeting and is eligible for reappointment.

The Company has received letter from the Statutory Auditors to this effect that their reappointment, if made, would be within the prescribed limits under the Section 224(IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Subsidiaries of the Company

Your company has the following subsidiaries:

a. KNR Agrotech & Beverages Private Limited

b. KNR Infrastructure Projects Private Limited (we.f 28.03.2011)

c. KNR Constructions LLC, Oman

d. KNRCL FZE, Ras Al Khaima, UAE (w.e.f 29.11.2010)

The Statement pursuant to Section 212 of the Companies Act, 1956 is at Annexure B. The summarized financial performance of the subsidiaries is at Annexure C.

Consolidated Financial Statements:

In accordance with the Accounting Standards AS-21 and AS-27 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statements are provided in the Annual Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of Listing agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Fixed Deposits:

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956

Particulars of Employees:

The particulars of employees whose details need to be provided under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is presented as an Annexure A to this report.

Directors Responsibility Statement:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departure from the same;

ii) 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, 2011 and profit for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv) the Directors have prepared the annual accounts of the Company on a ‘going concern' basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go:

The particulars to relating Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are as follows

a) Conservation of Energy

The Company has taken suitable measures for conservation of energy. The core activity of the company is civil construction which is not an energy intensive activity.

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.

Foreign Exchange earnings and outgo

Foreign Exchange Inwards

a) Advances from KNR Constructions LLC Rs. 189.58 Lakhs ( PY. Nil) Foreign Exchange outgo towards

a) Travel - Rs. 3.38 lakhs (P.Y Rs. 8.92 lakhs)

b) Import of capital goods Rs. 1243.73 lakhs (P.Y Rs. 158.31 Lakhs)

c) Investment - Rs. Nil (P.Y Rs. 206.07)

d) Advance / Loan to Subsidiaries - Rs. 46.67 lakhs ( P.Y Nil)

e) Term Loan Repayment - Rs. 5.95 Lakhs ( P.Y Nil)

Corporate Governance:

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of shareholders. A certificate from the auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 also forms part of the annual report.

Acknowledgements:

Your Directors wish to place on record their gratitude to the Company's shareholders, customers, vendors and bankers for their continued support to KNRCL's 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 Government 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.

On behalf of the Board of Directors of KNR Constructions Limited

Sd/- Sd/- K Narasimha Reddy K Jalandhar Reddy Managing Director Executive Director

Place: Hyderabad Date : 08.08.2011

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Mar 31, 2010

The Directors take pleasure in presenting the 15th Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2010.

Financial Results Rupees in Lakhs

Particulars 2009-2010 2008-2009

Gross Income (including other income) 90663.08 77545.09

Profit before interest and depreciation 11579.07 10255.29

Less: Interest and financial charges 699.08 1115.70

Profit Before depreciation 10879.99 9139.59

Less: Depreciation 2617.52 2501.90

Profit before tax 8262.47 6637.69 Provision for tax

(including Wealth Tax and Deferred Tax ) 2692.16 2215.77

Profit after tax 5570.31 4421.92

Less: Prior year taxes and adjustments 542.24 56.31

Net Profit for the year 5028.07 4365.61

Profit brought forward from previous year 9571.03 6313.48

profit available for appropriation 14599.10 10679.09 Appropriations:

Transfer to General Reserve 505.00 450.00

Dividend 562.47 562.47

Dividend tax 95.59 95.59

Balance carried forward 13436.04 9571.03

Paid - up capital 2812.35 2812.35

Reserves and Surplus 27890.35 23520.34

Review of Performance

Your company continues to be in the business of work contracts specializing in Roads and Bridges and other infrastructure projects like irrigation projects. During the year under consideration, your company has achieved a turnover of Rs 89917.27 Lakhs as against Rs 76865.36 Lakhs in the previous year, thus registering an increase of 16.98 %. The company has earned a gross profit of Rs.11579.07 Lakhs before interest and depreciation as against Rs 10255.29 Lakhs in the previous year, thus registering a growth of 12.91%. After deducting an interest of Rs 699.08 Lakhs, providing for Rs.2617.52 Lakhs towards depreciation, Rs 2692.16 Lakhs towards provision for income tax, wealth tax, and deferred tax, Rs 542.24 Lakhs towards prior period items and taxes, the operations resulted in a net profit of Rs 5028.07 Lakhs as against Rs. 4365.61 Lakhs last year, registering a growth of 15.17 %.

Following are the major works awarded to our Company from April 2009 to March 2010

Dividend

Your Directors have recommended a divided of Rs. 2/- per Equity share for the financial year ended 31st March 2010, amounting to Rs. 562.46 Lakhs. The dividend will be paid to the members whose names appear in the Register of Members as on 21st September 2010 in respect of shares held in the dematerialized form, it will 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.

The dividend pay out 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.

Reserves

It is proposed to transfer Rs. 505.00 Lakhs to the General Reserves of the Company, constituting 10.04 % of the profit made during the year.

Directors

In accordance with the requirements of the Companies Act, 1956 Shri J V Panindra Reddy and Shri D Ramaiah Directors of the Company are liable to retire by rotation at the Annual General Meeting and, being eligible, offer themselves for reappointment at the ensuring Annual General Meeting.

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 Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance.

Auditor and Auditors Report

M/s. Sukumar Babu & Co., Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuring Annual General Meeting and are eligible for reappointment.

The Company has received letter from the Statutory Auditors to this effect that their reappointment, if made, would be within the prescribed limits under the Section 224(IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Subsidiaries of the Company

Your company has the following subsidiaries:

a. KNR Agrotech & Beverages Private Limited

b. KNR Constructions LLC, Oman

The Statement pursuant to Section 212 of the Companies Act, 1956 at Annexure B. The summarized financial performance of the subsidiaries is at Annexure C.

Consolidated Financial Statements

In accordance with the Accounting Standards AS-21 and AS-27 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statements are provided in the Annual Report.

Managements Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of Listing agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956

Particulars of Employees

The particulars of employees whose details need to be provided under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is presented as an Annexure A to this report.

Directors Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departure from the same;

ii) 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, 2010 and profit for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv) the Directors have prepared the annual accounts of the Company on a ‘going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

The particulars relating Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are as follows

a) Conservation of Energy

The Company has taken suitable measures for conservation of energy. The core activity of the company is civil construction which is not an energy intensive activity.

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 need to be absorbed or adapted.

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.

Foreign Exchange earnings and outgo

Foreign Exchange Earnings – Nil Foreign Exchange outgo towards

a) Travel – Rs. 8.92 lakhs (P.Y Rs. 0.44 lakhs)

b) Professional Services Rs. Nil lakhs (P.Y 3.74 Lakhs)

c) Import of capital goods Rs. 158.31 lakhs (P.Y Rs. 832.45 Lakhs)

d) Investment – Rs. 206.07 (P.Y Rs. Nil)

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of shareholders. A certificate from the auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 also forms part of the annual report.

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 Government and their various agencies, particularly, National Highway Authority of India and other Governmental agencies for extending their support during the year, and look forward to their continued support.

On behalf of the Board of Directors

of KNR Constructions Limited

Sd/- Sd/-

K Narasimha Reddy K Jalandhar Reddy

Managing Director Executive Director

Place: Hyderabad Date: 09.08.2010