Your directors take pleasure in presenting their 84th Annual Report of the company together with the Audited
Financial Statements for the Financial Year ended 31st March, 2025.

1. Statement of affairs of the company:

The performance of the business is detailed out in the Management Discussion and Analysis Report, which
forms part of the Annual Report

2. Financial Performance : (Rs. in Crores)

3. Overview of Company’s Operational and
Financial performance:

? Sales Volume (Cement) witnessed a decrease
of 14% from 3.38 Million tons in FY 2023-2024
to 2.90 million tons in FY 2024-2025.

? Net revenue from operations decreased by 18%
from Rs.1702.06 Crores in FY 2023-2024 to Rs.
1393.42 Crores in FY 2024-2025.

? During the year the fuel prices have reduced
from record levels of the previous year helping
in lowering the cost of cement production.

However, heightened competition and expansion
of capacity in our areas of operation, led to fall
in cement prices. Thus, partially off-setting the
benefits of reduction in coal prices.

? Overall during FY 2024-2025, Earnings Before
Interest, Depreciation and Tax (EBIDTA) for
the financial year reduced by 49% to Rs. 79.19
Crores from Rs.155.51 Crores of previous year
2023-2024.

4. Dividend

The Board of Directors has recommended a dividend
of Re. 0.25 /- per equity share of Re.1/- each (25%)
for the year ended 31st March, 2025 subject to the
approval of the Members at the 84th Annual General
Meeting (‘AGM’).

In terms of the provisions of Regulation 43A of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended (‘the
Listing Regulations’), the Company has formulated a
Dividend Distribution Policy.

The DDP is available on the website of the Company at
http://www.kcp.co.in/downloads/investor/corporate-
governance/Dividend-Distribution-policy.pdf

The recommended dividend is in line with our
Company’s dividend policy.

The Dividend, subject to the approval of Members at
the 84th AGM will be paid on or after Monday, 1st
September, 2025, to the Members whose names
appear in the Register of Members, as on 4th August,
2025, being the cut-off date for payment of dividend.

For further details related to TDS on dividend, please
refer to the Notes to Notice of the 84th AGM.

Unpaid / Unclaimed Dividend

In terms of the provisions of Investor Education
and Protection Fund (Accounting, Audit, Transfer
and Refund) Rules, 2016 / Investor Education and
Protection Fund (Awareness and Protection of
Investors) Rules, 2001, unpaid / unclaimed dividends
for a period of 7 years are to be transferred to the
Investor Education and Protection Fund (IEPF).

For details of unclaimed dividends and equity shares
liable to be transferred to the IEPF, please refer the
Corporate Governance Report.

5. Transfer to Reserves

During the financial year, there was no amount
proposed to be transferred to the Reserves.

6. Share Capital

The Company’s paid-up equity share capital continues
to stand at Rs.12.89 crores as on 31st March, 2025.

During the year under review, the Company has
not issued any shares or convertible securities. The
Company does not have any scheme for the issue
of shares, including sweat equity to its Employees or
Directors.

During the year, there has been no pledging of shares
by the Promoters/Promoter Group.

During the year, no securities of the Company were
suspended from trading.

7. Financial Liquidity

Consolidated cash and cash equivalent and bank
balance as on 31st March, 2025 stood at Rs.119.82
Crores and Rs. 156.71 Crores in the previous year.
The Company’s working capital management is
robust and involves a well-organized process, which
facilitates continuous monitoring and control over
receivables, inventories and other parameters.

8. Credit Rating

CRISIL has given the credit rating of CRISIL A /
STABLE for the long-term, CRISIL A1 for the short¬
term financial instruments of the Company and
CRISIL A /Stable for Fixed Deposit schemes of the
company.

This reaffirms the reputation and trust the Company
has earned for its sound financial management and its
ability to meet its financial obligations details of Credit

Rating are available on the website of the Company
at http://www.kcp.co.in/downloads/financial-results/
creditrating.pdf.

9. Fixed Deposits:

The total amount of Fixed Deposits outstanding as on
31st March, 2025 was Rs. 89.98 Crores as against
Rs. 87.82 Crores as on 31st March 2024. Fixed
Deposits matured and remained unclaimed were
Rs.4.19 Crores from 324 Depositors. As on the date
of this report, Deposits of 51 Depositors amounting
to Rs. 0.47 Crores are renewed and Deposits of Rs.

0.35 Crores of 29 depositors was repaid.

Depositors are informed in advance regarding the
maturity of deposits with a request to either renew or
claim their deposits. In terms of Section 125 of the
Companies Act, 2013, deposits remaining unclaimed
for a period of seven years from the date of maturity
has to be transferred to the Investor Education and
Protection Fund (IEPF) established by the Central
Government. Accordingly, during the year, an amount
of Rs. 0.04 Crores towards unclaimed deposits and
Rs. 0.01 Crores towards Stale cheque unclaimed on
deposits was transferred to the IEPF.

10. Particulars of Loans, Guarantees and
Investments

The details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act read with the Companies (Meetings of Board and
its Powers) Rules, 2014 are given in the Notes to the
Financial Statements (Refer Note No. 6).

11. Management Discussion and Analysis

Pursuant to Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis Report for
the year under review, is presented in a separate

section, forming part of the Annual Report.

12. Particulars of Contracts or Arrangements
with Related Parties:

The Company has a robust process for approval of
Related Party Transactions (RPT) and dealing with
the Related Parties. In line with the requirements of
the Act and the Listing Regulations, the Company
has formulated a Policy on Materiality of Related
Party Transaction & Dealing with Related Party
Transactions (RPT Policy) which is also available
on the Company’s website at http://www.kcp.co.in/
downloads/investor/corporate-governance/related-
party-transaction-policy. pdf.

The RPT Policy intends to ensure that proper
reporting approval and disclosure processes are in
place for all transactions between the Company and
its related parties.

During the year, the Board approved amendment to
the RPT Policy at its meeting on 28th May, 2025,
based on the Audit Committee’s recommendation.
These changes were made to incorporate the
amendments to the SEBI Listing Regulations.

All transactions with Related Parties were placed
before the Audit Committee as also the Board for
approval.

Prior Omnibus approval of the Audit Committee and
the Board was obtained for the transactions which
are foreseeable and of a repetitive nature. The
transactions entered into pursuant to the approvals
so granted are subjected to audit and a statement
giving details of all related party transactions is placed
before the Audit Committee and the Board of Directors
on a quarterly basis.

The details of contracts or arrangements entered
with the related parties along with the Justification is
provided in Form AOC 2 as Annexure-6 of this report.

There were no materially significant related party
transactions with Promoters, Directors, Key Managerial
Personnel or other designated persons, which may
have a potential conflict with the interest of the
Company at large.

No whole time Director or Managing Director of the
company is in receipt of any salary or Commission
from Subsidiary company in terms of Section 197(4)
of the Companies Act, 2013.

13. Corporate Social Responsibility (CSR)

As part of its initiatives under “Corporate Social
Responsibility" (CSR), the Company has undertaken
projects in the areas of Education, Livelihood,
Women Empowerment, Health, Hygeine, Water and
Sanitation. These projects are largely in accordance
with Schedule VII of the Companies Act, 2013 and
Rules made there under.

The Company has constituted a CSR Committee
in accordance with Section 135 of the Companies
Act, 2013. The CSR Committee has formulated and
recommended to the Board, 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 http://www.
kcp.co.in/downloads/investor/corporate-governance/
corporate-social-responsibility-csr-policy.pdf

The Company’s CSR Policy as stated earlier is in
alignment with the requirements of the Act. The
CSR Policy Statement and Report on the activities
undertaken during the year is annexed to the Board’s
Report as Annexure ‘3’.

Details of the social projects and initiatives undertaken
as part of our Corporate Social Responsibility are
given in a separate report on CSR activities which
forms part of the Annual Report.

14. Risk Management

The Company has a robust Risk Management
framework to identify, evaluate business risks and
opportunities.

This framework seeks to create transparency,
minimize adverse impact on the business objectives
and enhance the Company’s competitive advantage.
The business risk framework defines the risk
management approach across the organization at
various levels, including documentation and reporting.

The Board of Directors of the Company has formed
a Risk Management Committee to monitor the risk
management plan for the Company and ensuring its
effectiveness. The key risks identified by the Company
and their mitigation measures are as under:

Raw Materials: Limestone being one of the primary
raw materials used in the manufacture of cement,
it is imperative for the Company to ensure its
uninterrupted long-term availability.

Most of the Company’s mining leases extended up to
March 31,2052 thereby ensuring adequate limestone
reserves to cater to the requirements of its plants till
the said date, where after the Company will have to
participate in auctions.

To address the above risks, the Company is also
participating in auctions with a view to secure new
mining leases for its existing plants as well as for
its expansions at different locations as and when
necessary.

Market Competition: The cement industry is
witnessing a significant imbalance in its total installed
capacity vis-a-vis the capacity utilization. Despite the
capacity overhang, capacity expansion still continues,
resulting in intense competition and adverse impact
on the Company’s market share, sales volume and
profitability.

Efforts are also being made by the Company to
widen the product portfolio by increasing the share
of its premium products and expand into new areas
for marketing.

Cyber Security: With increased reliance on IT
systems and the widespread usage of internet for
doing business there is a constant threat to the
Company’s sensitive data assets being exposed
to unethical hacking and misuse. The ramifications
from cyber-attacks may not only been confined to
mere loss of data but may result in business and
reputation loss.

The Government of India having recognized the cyber
risks, has also introduced tighter Cyber Security laws.
Responsibilities have been entrusted to the Directors
of the Company under the Companies Act, 2013 to
take appropriate steps to ensure cyber security.

The Company’s cyber security management framework
aligns with industry standards and regulations.

The Company has adequate processes and systems
in place to review on a regular basis the cyber security
risk.

Legal Risks: The risks arising out of pending legal
cases are reviewed on a regular basis by the Board
from the perspective of probability of imposition of
heavy penalty or receiving adverse orders which could
have a high financial and/or reputational impact on
the Company.

All-important cases are closely monitored by the
Company and a broad strategy is outlined for effective
management of litigation related risks.

Financial risk:

The financial risk for your Company emanates from
fluctuations in interest rate, exchange rate and
commodity prices. Your Company has well defined
policies for foreign exchange, treasury investments,
interest rate and imported coal hedging. The policies
are reviewed periodically to align with the changes in
financial market practices and regulations.

Risks, Concerns and Threats

The Company has formulated a Risk Management
Policy, which is available on company website at
http://www.kcp.co.in/downloads/investor/corporate-
governance/risk-policy-procedures.pdf.

15. Internal Control Systems

The Company has a comprehensive Internal Audit and
Enterprise Risk Assessment and mitigation system,
supported by the independent Internal Audit. The
Audit Committee annually approves the Internal Audit
plan, which focusses on reviewing internal controls
and risks across all units and offices, and centrally
controlled businesses and functions. Each quarter, the
Audit Committee receives summaries of significant
audit observations and follow-up remediation actions.

Assurance on compliance with the Code of Business
Principles (Code) and our Code Policies is obtained
annually from the Senior Management personnel via
a formal Code declaration.

The Internal controls were tested during the year
and no reportable material weaknesses either in their
design or operations were observed. The Company
has put in place robust policies and procedures, which
inter alia, ensure integrity in conducting its business,
safeguarding of its assets, preparation of reliable
financial information, accuracy & completeness in
maintaining accounting records and prevention &
detection of frauds & errors.

16. Vigil Mechanism / Whistle-blower Policy

Over the years, the Company has established a
reputation for doing business with integrity and
maintained zero tolerance for any form of unethical
behavior.

Whistle-blower Policy is the vigil mechanism instituted
by the Company to report concerns about unethical
behavior in compliance with the requirements of the
Act and the Listing Regulations.

The Audit Committee oversees the functioning of
this policy.

Protected disclosures can be made by a whistle
blower through several channels to report actual or
suspected frauds and violation of the Company’s
Code of Conduct.

Details of the Whistle-blower Policy have been
disclosed on the Company’s website and can be
accessed at http://www.kcp.co.in/downloads/investor/
corporate-governance/whistle-blower-policy.pdf.

17. Subsidiary and Joint Venture Companies

As on the date of this Annual Report, the Company
has 1 (one) subsidiary and 1 (one) joint venture
Company.

Subsidiary Company:

Our Company does not have any Indian Subsidiary
company.

KCP Vietnam Industries Limited, Vietnam is the
material subsidiary Company incorporated in the
Socialist Republic of Vietnam as per the thresholds
laid down under the SEBI Listing Regulations.

Joint venture

Our company has a joint venture company Fives-Cail
KCP Limited.

The Management Discussion and Analysis provide
details of the performance and financial position of the
subsidiary and the performance of the joint venture.

In terms of Section 136 of the Companies Act, 2013,
separate audited accounts of the subsidiary company
shall be available on our website at www.kcp.co.in
The Company will make available physical copies of
these documents upon request by any shareholder
of the Company interested in obtaining the same.

The Audit Committee and the Board review the
financial statements, significant transactions, working
and the financial results of the subsidiary company in
Vietnam, KCP Vietnam Industries Limited.

The Board of Directors of the Company has approved
a Policy for determining material subsidiaries in line
with the SEBI Listing Regulations as amended and
the Policy and can be accessed at http://www.kcp.
co.in/downloads/investor/corporate-governance/
policy-on-material-subsidiaries.pdf.

There is no material change in the nature of the
business of the subsidiary. Additionally, a separate
statement containing the salient features of the
financial statements of the subsidiary and the joint
venture, in prescribed Form AOC-1, is also included
as Annexure 5 of this Annual Report.

No company ceased to be the Subsidiary, joint
venture or associate company during the year

Consolidated Financial Statements

The Consolidated Financial Statements, prepared in
accordance with Section 129(3) of the Act, and the
applicable Accounting Standards, forms part of this
Annual Report.

18. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a)
and Section 92(3) of the Act read with Rule 12 of
the Companies (Management and Administration)
Rules, 2014, the extract of the Annual Return of
the Company for the Financial Year ended March
31, 2025 is placed on the website of the Company
and can be accessed at http://kcp.co.in/downloads/
financial-results/FormMGT72025.pdf

19. Human resources / industrial relations

Our Company continuously focus on people related
programmes aimed at attracting, developing and
retaining talent within organisation by way of:

a) Employee Engagement - Company enjoys
high engagement levels from its employees
which is reflected in its consistently improving
performance. Company continuously aims to
enhance the engagement levels of its people
by ensuring that its business practices are
in alignment with the holistic growth and
development of its people which drives them to
be actively engaged with the Company.

b) Talent Management - Company is continuously
working on strengthening and building talent in
its Human Resources management team for
supporting its growth.

c) Work Environment - Company provides a
congenial work atmosphere where every
employee enjoys his / her work and It works on
creating people practices which makes it the
best place to work for everyone.

d) Occupational Health and Safety

Safety of employees and workers is of utmost
importance to the Company.

The Company continuously undertakes initiatives
aimed at providing a healthy and safe workplace to
its people.

Company regularly conducts Safety Audit to identify
and eliminate potential safety risks through an
objective assessment of various equipment. Further,
Mock drills on emergency preparedness are conducted
to meet any contingency.

Industrial Relations

Employee Relations at all the Units and divisions of
the company remained cordial.

20. Board of Directors and Key Managerial
Personnel

Board of Directors

A. Appointments/ Re-appointments

During the year 2024-2025, The Shareholders of
the Company have approved the appointment of
Sri. Ravi Chitturi (DIN: 00328364) as Technical
Director of the Company effective 1st February
2025 for a term of three years and also have
approved the appointment of Dr. Janaki Pillai
(DIN: 008713712) as Independent Director of the
Company for the second term of five consecutive
years effective from 28th February 2025.

At the 83rd AGM shareholders of the company
have approved the appointment of Sri. C.
Panduranga Rao (DIN: 0010012716) as
Independent Director of the Company for the
first term of five consecutive years effective from
1st August, 2024.

In terms of Section 152 of the Act, Smt. V.
Kavitha Dutt (DIN: 00139274, Joint Managing
Director of the Company, being liable to retire
by rotation, shall retire at the ensuing AGM and
being eligible for re-appointment, offers herself
for re-appointment.

Brief resume, nature of expertise, disclosure of
relationship between Directors inter-se, details
of directorships and committee membership held
in other companies of the Directors proposed
to be appointed/re-appointed, along with their
shareholding in the Company, as stipulated
under Secretarial Standard 2 and Regulation
36 of the Listing Regulations, is appended as
an Annexure to the Notice of the 84th AGM.

B. Cessation

During the year Sri. P.S. Kumar, Sri. V.H.
Ramakrishnan, Sri. M. Narasimhappa and
Sri. Vijay Sankar, Non-Executive Independent
Directors of the Company completed their
second term as Independent Directors of the
Company and consequently ceased to be
Directors of the Company effective close of
business hours on 6th August, 2024.

Dr. Subbarao Vallabhaneni, Non-Executive Non¬
Independent Director, retired at the 83rd AGM
and not considered for re-appointment at his
request.

The Board expresses its sincere appreciation
for the leadership, guidance, and invaluable
contributions made by the Directors during their
respective tenures as Directors of the company.

21. Key Managerial Personnel (‘KMP’)

The KMP of the Company as on 31st March
2025 are as under:

1. Dr.V.L. Indira Dutt, Chairperson & Managing
Director.

2. Smt.V. Kavitha Dutt, Joint Managing
Director.

3. Sri. Ravi Chitturi, Technical Director.

4. Sri. Anis Tyebali Hyderi, Chief Financial
Officer.

5. Sri. Y Vijayakumar, Company Secretary.

22. Independent Directors

The Company’s Independent Directors have submitted
requisite declarations confirming that they continue to
meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of
the Listing Regulations.

The Company has, inter-alia, received the following
declarations from the Independent Directors confirming
that:

• they meet the criteria of independence as
prescribed under the provisions of the Act, read
with the Rules made thereunder, and the Listing
Regulations.

• There has been no change in the circumstances
affecting their status as Independent Directors
of the Company;

• they have complied with the Code for Independent
Directors prescribed under Schedule IV to the
Act; and

• they have registered themselves with the
Independent Director’s Database maintained by
the Indian Institute of Corporate Affairs.

The Independent Directors have also confirmed that
they are not aware of any circumstance or situation
that exists or may be reasonably anticipated that
could impair or impact their ability to discharge their
duties with an objective independent judgment and
without any external influence.

The Board has taken on record the declarations and
confirmations submitted by the Independent Directors
after undertaking due assessment of the veracity of
the same.

In the opinion of the Board, all Independent Directors
possess requisite qualifications, experience, expertise
and hold high standards of integrity required to
discharge their duties with an objective independent
judgment and without any external influence.

List of key skills, expertise and core competencies
of the Board, including the Independent Directors,
forms a part of the Corporate Governance Report of
the Annual Report.

23. Remuneration policy and criteria for selection
of candidates for appointment as Directors,
KMP and Senior Leadership positions

The Company has in place a policy for remuneration of
Directors and KMP as well as a well defined criterion
for the selection of candidates for appointment to
the said positions, which has been approved by the
Board.

The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration
to the Executive and Non-Executive Directors (by way
of Salary, Sitting Fees and Commission).

The criteria for the selection of candidates for
the above positions cover various factors and
attributes, which are considered by the Nomination &
Remuneration Committee and the Board of Directors
while selecting candidates.

The policy on remuneration of Directors, KMP can be
accessed at http://www.kcp.co.in/downloads/investor/
corporate-governance/Remuneration-policy.pdf.

24. Board effectiveness

a) Familiarization programme for Independent
Directors

Over the years, the Company has developed
a robust familiarization process for the newly
appointed Directors with respect to their roles and
responsibilities, way ahead of the prescription of
the regulatory provisions.

The process has been aligned with the
requirements under the Act and other related
regulations. This process inter alia includes
providing an overview of the industry, the
Company’s business model, the risks and
opportunities, the new products, innovation,
sustainability measures, digitization measures
etc.

Details of the familiarization programme are
explained in the Report on Corporate Governance
and are also available on the Company’s website
and can be accessed at http://www.kcp.co.in/
downloads/investor/corporate-governance/
familiarisation-programmes-for-independent-
directors.pdf.

b) Formal Annual Evaluation

The Board carries out its annual performance
evaluation of its own performance, the Directors
individually, as well as the evaluation of the
working of its Audit, Nomination & Remuneration,
Risk Management, Stakeholders’ Relationship
and CSR Committees as mandated under the
Act and the Listing Regulations, as amended
from time to time.

The criteria applied in the evaluation process
are explained in the Report on Corporate
Governance, which forms part of the Annual
Report.

25. Disclosure on Audit Committee

The Board has constituted an Audit Committee that
performs the roles and functions mandated under
the Act, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other matters
as prescribed by the Board from time to time.

During the year under review, the Board has accepted
the recommendations of the Audit Committee on
various matters, with no instances where such
recommendations have not been accepted.

For further details on the composition of the Audit
Committee, its terms of reference and attendance
at its meetings, please refer to the Corporate
Governance Report.

26. Material changes and commitments affecting
the financial position of the Company.

There have been no material changes and
commitments affecting the financial position of the
Company which have occurred between the end
of the financial year of the Company to which the
financial statements relate and the date of this report.

27. Statutory Auditors

In terms of provisions of Section 139 of the Act, M/s.
K.S. Rao & Company Chartered Accountants, (Firm
Registration No.003109S) Hyderabad, were appointed
as Statutory Auditors of the Company, for a term of 5
(five) consecutive years from the conclusion of 80th
Annual General Meeting (AGM) till the conclusion of
the 85th AGM.

M/s. K.S. Rao & Company Chartered Accountants
have confirmed that they are not disqualified from
continuing as Statutory Auditors of the Company and
satisfy the prescribed eligibility criteria.

The Report given by the Statutory Auditors on the
financial statements of the Company is part of this
Annual Report.

The said Report was issued by the Statutory Auditors
with an unmodified opinion and does not contain
any qualification, reservation, adverse remark or

disclaimer. During the year under review, the Auditors
have not reported any instances of fraud under
Section 143(12) of the Act and therefore disclosure
of details under Section 134(3)(ca) of the Act is not
applicable.

28. Cost Auditors and their Report

In terms of provisions of Section 148 of the Act read
with the Companies (Accounts) Rules, 2014, Cost
Audit is applicable for Cement and Engineering
businesses of the company.

The accounts and records for the above applicable
businesses are made and maintained by the
Company as specified by the Central Government
under Section 148 (1) of the Act.

The Board, based on the recommendation of the Audit
Committee, has appointed M/s Narasimha Murthy &
Co, Cost Accountants, Hyderabad as Cost Auditors
for Cement business of the company for the financial
year 2025-2026.

The remuneration of Rs.8.50 lakhs (Rupees Eight
Lakhs Fifty thousand only) exclusive of taxes and
out-of pocket expenses incurred in connection with
the aforesaid audit, is proposed to be paid to the Cost
Auditors, subject to ratification by the Members of the
Company at the ensuing AGM.

M/s. Narasimha Murthy & Co, Cost Accountants have
confirmed that they are not disqualified from being
appointed as the Cost Auditors of the Company and
satisfy the prescribed eligibility criteria.

The Board, based on the recommendation of the
Audit Committee, has appointed M/s. S. Mahadevan
& Co, Chennai, Cost Accountants, Chennai as Cost
Auditors for Engineering business of the company for
the financial year 2025-2026.

The remuneration of Rs.3 lakhs (Rupees Three lakhs
only) exclusive of taxes and out-of pocket expenses
incurred in connection with the aforesaid audit is
proposed to be paid to the Cost Auditors, subject to
ratification by the Members of the Company at the
ensuing AGM.

M/s. S. Mahadevan & Co, Cost Accountants have
confirmed that they are not disqualified from being
appointed as the Cost Auditors of the Company and
satisfy the prescribed eligibility criteria.

The Cost Audit Reports issued during the financial
year 2024-2025, does not contain any qualification,
reservation, or adverse remark. During the year
under review, the Cost Auditors have not reported
any instances of fraud under Section 143(12) of the
Act and therefore disclosure of details under Section
134(3)(ca) of the Act is not applicable.

For further details on the proposed ratification of
remuneration payable to the Cost Auditors, please
refer to the Notice of the 84th AGM.

The Cost Audit Report for the financial year 2023-2024,
of M/s Narasimhamurthy & Co, Cost Accountants,
Hyderabad and M/s. S. Mahadevan & Co, Chennai as
the Cost Auditors, in respect of the various products
prescribed under Cost Audit Rules were filed with
the Ministry of Corporate Affairs (MCA) within the
due date.

29. Secretarial Auditors and their Report

As required under Section 204 of the Companies
Act, 2013 and Rules made thereunder read with the
Listing regulations, the Board has recommended
for the approval of shareholders the appointment of
Smt. Sobana Pranesh (FCS: 9825; CP No. 2403)
as Secretarial Auditor of the Company for five
consecutive years from the FY 2025-2026 to the FY
2029-2030, on payment of such remuneration as may
be mutually agreed upon between the Board and the
Secretarial Auditors from time to time.

Smt. Sobana Pranesh has confirmed that she is not
disqualified from being appointed as the Secretarial
Auditors of the Company and satisfy the prescribed
eligibility criteria.

The Secretarial Audit Report and Secretarial
Compliance Report for the FY 2024-2025 do not
contain any qualification, reservation, or adverse
remark. During the year under review, the Secretarial
Auditors have not reported any instances of fraud
under Section 143(12) of the Act and therefore
disclosure of details under Section 134(3)(ca) of the
Act is not applicable.

For further details on the proposed appointment of
Secretarial Auditors, please refer to the Notice of the
84th AGM.

The Secretarial Audit Report for the year 2024-2025
in the prescribed form MR-3 is attached as Annexure
7 to this Report.

30. Number of meetings of the Board & its
Committees

Regular meetings of the Board and its Committees
are held to discuss and decide on various business
policies, strategies, financial matters and other
businesses.

The schedule of the Board/ Committee Meetings to be
held in the forthcoming financial year is circulated to
the Directors in advance to enable them to plan their
schedule for effective participation in the meetings.
Due to business exigencies, the Board has also been
approving several proposals by circulation from time
to time.

During the year, four (4) Board Meetings were
convened and held, the details of which are given in
the Report on Corporate Governance, which forms
part of the Annual Report.

The Company has the following Seven (7) Board-
level Committees, which have been established in
compliance with the requirements of the business and
relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Risk Management Committee

3. Corporate Social Responsibility Committee

4. Nomination and Remuneration Committee

5. Stakeholders’ Relationship Committee

6. Finance Committee

7. Investment Committee

The details with respect to the composition, terms
of reference, number of meetings held, etc. of these
Committees are included in the Report on Corporate
Governance, which forms part of the Annual Report.

31. Corporate Governance

Our Corporate Governance framework has evolved
over the years underpinned by our core values of
Integrity, Responsibility and ethical practices.

A separate report on Corporate Governance is
provided together with a Certificate from the Statutory
Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated
under Listing Regulations.

A Certificate from the CEO and CFO of the Company
in terms of Listing Regulations, inter-alia, confirming
the correctness of the financial statements and cash
flow statements, adequacy of the internal control

measures and reporting of matters to the Audit
Committee, is also annexed.

32. Business Responsibility and Sustainability
Reporting

A separate section on Business Responsibility
forms part of this Annual Report as required under
Regulation 34(2) (f) of the Listing Regulations read
with SEBI Circular Dt.10/05/2021 read with SEBI
Circular dt.12/07/2023 is enclosed to this report as
Annexure 4.

33. Compliance with Secretarial Standards

The Board of Directors affirms that the Company has
complied with the applicable Secretarial Standards
(‘SS’) issued by the Institute of Company Secretaries
of India (SS1 and SS2), relating to Meetings of the
Board and its Committees and General Meetings
respectively, which have mandatory application during
the year under review.

34. Prevention of Sexual Harassment of Women
at the Workplace

KCP is an equal employment opportunity Company
and is committed to creating a healthy working
environment that enables employees to work without
fear of prejudice and gender bias.

As an organization, the Company is committed to
ensure that every employee is treated with dignity and
respect and works in a conducive work environment,
which promotes professional growth of employee and
encourages equality of opportunity. The Company has
zero tolerance towards any act on the part of any
employee, which may fall under the ambit of ‘sexual
harassment’ at workplace, and is fully committed
to uphold and maintain the dignity of every woman
employee working in the Company.

The Company has formulated a comprehensive policy
on prevention, prohibition and redressal against
sexual harassment of women at workplace, which is
also in accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH’). The
said policy has been made available on the internal
portal of the Company as well as the website of the
Company.

There were no complaints reported during the year
and are pending at the beginning of the year.

35. Transfer to the Investor Education and
Protection Fund (IEPF)

In line with the statutory requirements, the Company
has transferred to the credit of IEPF set up by the
Government of India.

Unpaid/ unclaimed dividend for seven (7) years or
more and the shares in respect of which dividend
has not been encashed by the shareholders for
seven consecutive years or more shall also be
transferred to the demat account created by the IEPF
Authority. Accordingly, the Company has transferred
the unclaimed and unpaid dividends. Further, the
corresponding shares will be transferred as per the
requirements of the IEPF rules, details of which are
provided on our website, at http://www.kcp.co.in/
investor/Unpaid-Unclaimed-Dividend.

36. Particulars of Employees and Related
Disclosures

Disclosures with respect to the remuneration of
Directors and employees as required under Section
197(12) of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (Rules) have been appended
as an Annexure 1 to this Annual Report.

None of the employees listed in the said Annexure is
a relative of any Director of the Company. None of the
employees hold (by himself or along with his spouse
and dependent children) more than two percent of
the Equity Shares of the Company.

a) The ratio of the remuneration of each
director to the median employee’s
remuneration for the financial year and
such other details as prescribed is as given
below:

Sri. Ravi Chitturi, Technical Director was appointed
on 1st February 2025 since his remuneration was
not considered.

b) The percentage increase/ (decrease) in the
median remuneration of employees in the
Financial Year: (5.35%)

c) The number of permanent employees
(Management staff) on the rolls of company:
652

d) If remuneration is as per the remuneration
policy of the company: Yes

37. Significant and Material orders passed by the
Regulators or Courts

There are no significant material orders passed by
the Regulators / Courts which would impact the
going concern status of the Company and its future
operations.

38. Conservation of energy, technology
absorption, foreign exchange earnings and outgo

The particulars relating to conservation of energy,
technology absorption, research and development,
foreign exchange earnings and outgo as required
to be disclosed under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 are given in
Annexure-2 to this Report.

39. Other Disclosures

• There were no revisions of financial statements
and the Board’s Report of the Company during
the year under review. Further, there were no
material changes and commitments affecting the
financial position of the Company which occurred
between the end of the financial year and the
date of this Annual Report.

• The Company has not issued any shares with
differential voting rights/ sweat equity shares.

• There has been no change in the nature of
business of the Company as on the date of this
report.

• There are no proceedings, either filed by KCP
or pending under the Insolvency and Bankruptcy
Code, 2016 as amended, before National
Company Law Tribunal or other courts during
the year 2024-2025.

40. Director’s Responsibility Statement

To the best of knowledge and belief and according to
the information and explanations obtained by them,
your Directors make the following statement in terms
of Section 134(3) (c) of the Act:

(i) in the preparation of the Annual Accounts for
the year ended March 31, 2025; the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;

(ii) the directors had selected such accounting
policies and applied them consistently and made
judgements 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;

(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, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) annual accounts have been prepared on a going
concern basis;

(v) the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

(vi) the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

Acknowledgements

The Board of Directors wishes to place on record
their gratitude to the Central Government, State
Governments, Company’s Bankers, Customers,
Dealers and other Business Associates for the
assistance, co-operation and encouragement they
extended to the Company.

Your directors wish to whole heartedly thank the
employees for their sincere and devoted contribution
to the company’s continued performance. Your
directors are thankful to the shareholders and deposit
holders for their continued patronage.

For and on behalf of the Board of Directors

Place: Chennai Dr V L Indira Dutt

Date: May 28, 2025 Chairperson and Managing Director