K&R RAIL ENGINEERING LIMITED — Annual Report 2025

Dec 8, 2025

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001.

Date: 08.12.2025

Dear Sir/ Madam,

Sub: Submission of Annual Report for the FY 2024-25 Unit: K&R Rail Engineering Limited (BSE Scrip Code: 514360)

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, soft copy of the notice of 42[nd] Annual General Meeting along with Annual Report for the F.Y. 2024-25 via email to those members who have registered their email addresses with the Company/Depositories.

This is for the information and records of the Exchange, please.

Yours faithfully For K&R Rail Engineering Limited AMIT Digitally signed by AMIT BANSAL BANSAL Date: 2025.12.08 17:22:33 +05'30'

Amit Bansal Whole Time Director (DIN: 06750775)

K&R RAIL ENGINEERING LIMITED 42[ND] ANNUAL REPORT

2024-2025

CORPORATE INFORMATION

BOARD OF DIRECTORS:

Mr. Ashwani Kumar Soni	- Non-Executive - Independent Director (DIN: 11194767)	e
Mr. Sanjay Kotthapalli	- Non-Executive - Independent Director (DIN: 00001401)
Mr. Sukesh Kumar Sharma	- Executive Director (DIN: 08449196)
Mr. Amit Bansal	- Whole-time Director & Chief Executive Offic (DIN: 06750775)
Mr. Shaik Suhail Nasir	- Executive Director (DIN: 06866848)
Mrs. Rahmath Unnisa	- Non-Executive & Independent Director (DIN: 10945055)
Mr. Prahallada Rao	- Chief Financial Officer (AKMPR1779B)
Mr. Chandrakanth	- Company Secretary-cum-Compliance Officer (Membership No: 63132)

REGISTERED OFFICE:

3rd Floor, Sai Krishna, Plot No.797a, Road No.36, Jubilee hills, Jubilee Hills, Hyderabad, Shaikpet, Telangana, India, 500033 CIN: L45200TG1983PLC082576

STATUTORY AUDITORS:

M/s. J Singh & Associates., Chartered Accountants Address: TC 94/988, Vadayacaud, Vanchiyoor P.O, Thiruvananthapuram - 695035, Kerala

INTERNAL AUDITORS:

M/s. M G S Reddy and Co,

Chartered Accountants

Address: Flat No -507, Everest Block, ‘C’ Block, 5th Floor, Aditya Enclave, Mythrivanam, Beside Ameerpet Metro Station, Hyderabad-500038

SECRETARIAL AUDITORS:

Sanjeev Dabas Dabas S & Co. Address: Office 110, B08, GD ITL Tower NSP Pitampura, Delhi- 110034

BANKERS:

Kotak Mahindra Bank Limited ICICI Bank Limited Citi Bank

AUDIT COMMITTEE:

Ms. Rahmath Unnisa - Independent Director - Chairperson Mr. Ashwani Kumar Soni - Independent Director - Member Mr. Sanjay kothapalli - Non Executive Director - Member NOMINATION & REMUNERATION COMMITTEE: Mr. Ashwani Kumar Soni - Independent Director - Chairperson Ms. Rahmath Unnisa - Independent Director - Member Mr. Sanjay kothapalli - Non Executive Director - Member STAKEHOLDERS RELATIONSHIP COMMITTEE: Ms. Rahmath Unnisa - Independent Director - Chairperson Mr. Ashwani Kumar Soni - Independent Director - Member Mr. Sanjay kothapalli - Non Executive Director - Member CORPORATE SOCIAL RESONSIBILITY COMMITTEE: Ms. Rahmath Unnisa - Independent Director - Chairperson Mr. Ashwani Kumar Soni - Independent Director - Member Mr. Sanjay kothapalli - Non-Executive Director - Member

REGISTRAR & SHARE TRANSFER AGENTS:

Aarthi Consultants Private Limited 1-2-285, Domalguda, Hyderabad – 500 029 Phone: 040-27638111, 27634445

Email: info@aarthiconsultants.com

LISTED AT: Bombay Stock Exchange Limited

DEMAT ISIN NUMBER IN NSDL& CDSL: INE078T01026

WEBSITE: www.krrailengg.com INVESTOR SERVICES E-MAIL ID: krrail1994@gmail.com

NOTICE

Notice is hereby given that the 42[nd] Annual General Meeting of members of M/s. K&R Rail Engineering Limited will be held on Monday, the 29th Day of December 2025 at 2.00 P.M to be held through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) to transact the following businesses:

Ordinary Business:

1. To receive, consider, approve and adopt

• a. the Standalone Audited Balance Sheet as at March 31, 2025, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with the Notes attached thereto, along with the Report of Auditors and Directors thereon.

• b. the Consolidated Audited Balance Sheet as at March 31, 2025, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with the Notes attached thereto, along with the Report of Auditors thereon.

• To appoint a director in place of Mr. Sanjay kothapalli (DIN: 08449196), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business:

3. To Appoint M/s. Dabas S & Co., Practicing Company Secretaries as secretarial auditors for a term of upto 5 (five) consecutive years.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with Circulars issued thereunder from time to time and Section 204 and other applicable provisions of the Companies Act, 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Act”), M/s. Dabas S & Co., Practicing Company Secretaries be and is hereby appointed as Secretarial Auditor of the Company for a period of 5 consecutive years, from April 1, 2025 to March 31, 2030 (‘the Term’), on such terms & conditions, including remuneration as may be determined by the Board of Directors.”

“RESOLVED FURTHER THAT approval of the Members is hereby accorded to the Board to avail or obtain from the Secretarial Auditor, such other services or certificates or reports

which the Secretarial Auditor may be eligible to provide or issue under the applicable laws at a remuneration to be determined by the Board.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution and for matters connected therewith or incidental thereto.”

4. To Appointment of Mr. Ashwani Kumar Soni (DIN: 11194767) as an Independent Director of the Company.

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution :

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”), read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“Rules”), and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and the Articles of Association of the Company, as amended from time to time, and pursuant to the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee constituted or to be constituted by the Board to exercise its powers, including the powers conferred by this Resolution), Mr. Ashwani Kumar Soni, who was appointed as an Additional Director of the Company in the Independent category at the Board meeting held on 21.07.2025 and who holds office up to the date of the ensuing Annual General Meeting or within three months from the date of his appointment, whichever is earlier, and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Companies Act, 2013 and the rules made thereunder, be and is hereby appointed as an Independent Director of the Company for a term of five (5) years with effect from July 01, 2025 to June 30, 2030, and who shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company, including any Committee thereof, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give

For and on behalf of the Board of Directors

K&R Rail Engineering Limited

Sd/-

Place: Hyderabad Rahmath Unnisa Date: 04.12.2025 Chairperson

Notes:

1. In view of the continuing Covid-19 pandemic and consequential restrictions imposed on the movements of people, the Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 02/2021 dated January 13, 2021 read with Circular No. 20/2020 dated May 05, 2020 in conjunction with Circular No. 14/2020 dated April 08, 2020 and Circular No. 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, Circular No. 03/2022 dated 05.05.2022, Circular No. 09/2023 dated September 25, 2023, Circular No. 09/2024 dated September 19, 2024 (collectively referred to as “MCA Circulars”) and SEBI Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, circular no. SEBI/ HO/ CFD/ PoD-2/P/ CIR/ 2023/ 4 dated January 5, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024. Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the MCA Circulars granted certain relaxations and thus permitted the holding of Annual General Meeting (“AGM”) of the companies through VC/OAVM viz. without the physical presence of the Members at a common venue. Hence in compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA / SEBI Circulars, as applicable, the AGM of the Company is being held through VC / OAVM (e-AGM).

2. The Deemed Venue of the 42[nd] AGM of the Company shall be its Registered Office.

3. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”), as the authorized agency for conducting the AGM and providing remote e- Voting and e-Voting facility for/during the AGM of the Company. The instructions for participation by Members are given in the subsequent notes.

4. Since the AGM will be held through VC, the Route Map is not annexed to this Notice. The registered office of the Company shall be deemed to be the venue for the AGM.

5. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum of the AGM under Section 103 of the Act.

6. Compliance with the MCA Circulars and SEBI Circular dated January 15, 2021 as aforesaid, Notice of the AGM along with the Annual Report (viz. Financial Statement) for Financial Year 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories/R&T Agent. Members may note that the Notice and Annual Report for Financial Year 2024-25 will also

be available on the Company’s website www.krrailengg.com website of the BSE Limited at www.bseindia.com and on the website of R&T Agent of the Company viz. Aarthi Consultants Private Limited.

Alternatively, Member may send signed copy of the request letter providing the e-mail address, mobile number, self-attested PAN copy, DP ID (in case of electronic mode shares), folio No (in case of physical mode shares) via e-mail at the Email Id – info@ arthiconsultants.com for obtaining the Annual Report and Notice of e-AGM of the Company electronically.

1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

2. The facility of joining the e-AGM through VC / OAVM will be opened 15 minutes before and will remain open upto 15 minutes after the scheduled start time of the e-AGM, and will be available for 1000 members on a first-come first-served basis. This rule would however not apply to participation in respect of large Shareholders (Shareholders holding 2% or more shares of the Company), Promoters, Institutional Investors, Auditors, Key Managerial Personnel and the Directors of the Company including Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

3. The Register of Members and Share Transfer Books of the Company will remain closed from 23.12.2025 to 29.12.2025 (both days inclusive) for the purpose of AGM.

4. Mrs. Aakansha Sachin Duby, Practicing Company Secretary, has been appointed as the Scrutinizer to scrutinize the remote e-Voting/e-Voting process in a fair and transparent manner. The Scrutinizer will submit the report to the Chairman, or any person authorised by him after completion of the scrutiny and the results of voting will be announced after the AGM of the Company. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the AGM. The result will also be displayed on the website of the Company at www.bseindia.com, (where the Company is listed) and www.evotingindia.com (agency providing e-Voting facility).

5. Members of the Company under the category of Institutional/Corporate Shareholders are encouraged to attend and vote at the AGM through VC. Corporate Members intending to authorize their representatives to participate and vote are requested to send a certified copy of the Board resolution / authorization letter to the Scrutinizer by e-mail at aakanksha.shuklacs@gmail.com and the same should also be uploaded on the VC portal / e-Voting portal of CDSL.

6. Members who have not yet registered their e-mail addresses are requested to register the same with their DP in case the shares are held by them in demat mode and with RTA in case the shares are held by them in physical mode.

7. To register e-mail address for all future correspondence and update the bank account details, please follow the below process:

8. a. Members holding shares in Demat mode can get their details registered/updated only by contacting their respective DP.

9. b. Members holding shares in physical mode may register their email address and mobile number with the RTA by sending an e-mail request to the email ID info@aarthiconsultanst.com along with signed scanned copy of the request letter providing the email address and mobile number, self-attested copy of Permanent Account Number Card (“PAN”) and copy of a share certificate for registering their email address. Additional details like name and branch of Bank along with bank account type, bank account number, 9-digit MICR code, 11-digit IFSC code and scanned copy of cancelled cheque will be required for updating bank account details.

10. SEBI has mandated submission of PAN by every participant in the securities market. Members holding shares in demat mode are, therefore, requested to submit their PAN to their DP. Members holding shares in physical mode are required to submit their PAN details to the RTA.

11. As per the provisions of Section 72 of the Companies Act, 2013 (“the Act”), the facility for submitting nomination is available for Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same with their DP in case the shares are held by them in demat mode, and to the RTA, in case the shares are held in physical mode.

16. INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM:

A. Voting Through Electronic Means

• i. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations and applicable circulars, the Members are provided with the facility to cast their vote electronically (through remote e-Voting as well as the e-Voting system on the date of the AGM), through the e-Voting services provided by CDSL, on all the resolutions set forth in this Notice.

• ii. The remote e-Voting period commences on Friday , the 26[th] day of December, 2025 (9.00 A.M. IST) and ends on Sunday, The 28[th] day of December, 2025 (5.00 P.M. IST). During

this period, Members holding shares either in physical mode or in demat mode, as on Monday, the 22[nd] day of December, 2025 i.e. cut-off date, may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter. A person who is not a Member as on the Cut-off date should treat Notice of this Meeting for information purposes only.

• iii. The Members who have cast their vote by remote e-Voting prior to the AGM may attend/ participate in the AGM through VC but shall not be entitled to cast their vote again.

• iv. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date i.e., Monday, the 22[nd] day of December, 2025.

• v. Any person or non-individual Shareholders (in physical mode/ demat mode) who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow the steps mentioned below.

vi. Login method for e-Voting and voting during the meeting for Individual Shareholders holding securities in demat mode.

In terms of the SEBI circular dated December 9, 2020 on the e-Voting facility provided by listed companies and as part of increasing the efficiency of the voting process, e-Voting process has been enabled to all individual Shareholders holding securities in demat mode to vote through their demat account maintained with depositories / websites of depositories / depository participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility. Login method for Individual Shareholders holding securities in demat mode is given below:

Type of Shareholders		Login Method
Individual Shareholders holding securities in Demat mode withCDSL	. .	Users who have opted for Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest ishttps://web.cdslindia.com/ myeasi/home/login orwww.cdslindia.comand click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e- Votingoption, the user will be able to see e-Voting

		page of the e-Voting service provider (“ESP”) i.e. CDSL, for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all ESP i.e. CDSL/NSDL/, so that the user can visit the ESP website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web. cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome page or click on https://evoting.cdslindia.com/Evoting/ EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP i.e. CDSL where the e-Voting is in progress. Individual Shareholders holding securities in Demat mode withNSDL If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider- CDSL and you will be re-directed to the CDSL e-Voting website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services,	page of the e-Voting service provider (“ESP”) i.e. CDSL, for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all ESP i.e. CDSL/NSDL/, so that the user can visit the ESP website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web. cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome page or click on https://evoting.cdslindia.com/Evoting/ EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP i.e. CDSL where the e-Voting is in progress. Individual Shareholders holding securities in Demat mode withNSDL If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider- CDSL and you will be re-directed to the CDSL e-Voting website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services,
		page of the e-Voting service provider (“ESP”) i.e. CDSL, for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all ESP i.e. CDSL/NSDL/, so that the user can visit the ESP website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web. cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome page or click on https://evoting.cdslindia.com/Evoting/ EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP i.e. CDSL where the e-Voting is in progress. Individual Shareholders holding securities in Demat mode withNSDL If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider- CDSL and you will be re-directed to the CDSL e-Voting website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services,
			page of the e-Voting service provider (“ESP”) i.e. CDSL, for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all ESP i.e. CDSL/NSDL/, so that the user can visit the ESP website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web. cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome page or click on https://evoting.cdslindia.com/Evoting/ EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP i.e. CDSL where the e-Voting is in progress.
		Individual Shareholders holding securities in Demat mode withNSDL	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider- CDSL and you will be re-directed to the CDSL e-Voting website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services,

		option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg .jsp. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your 16 digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e-Voting service provider- CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe meeting. Individual Shareholders (holding securities in Demat mode) login through their Depository Participants You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on Company name or e-Voting service provider name -CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.	option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg .jsp. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your 16 digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e-Voting service provider- CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe meeting. Individual Shareholders (holding securities in Demat mode) login through their Depository Participants You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on Company name or e-Voting service provider name -CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
		option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg .jsp. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your 16 digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e-Voting service provider- CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe meeting. Individual Shareholders (holding securities in Demat mode) login through their Depository Participants You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on Company name or e-Voting service provider name -CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
			option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg .jsp. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your 16 digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e-Voting service provider- CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe meeting.
		Individual Shareholders (holding securities in Demat mode) login through their Depository Participants	You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on Company name or e-Voting service provider name -CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use “Forget User ID” and “Forget Password” option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30

vii. Login method for e-Voting and voting during the meeting for Shareholders holding securities in physical mode and Shareholders other than Individual Shareholders holding securities in Demat mode.

• a) The shareholders should log on to the e-voting website www.evotingindia.com.

• b) Click on Shareholders tab/ module.

• c) Now Enter your User ID

• ➢ For CDSL: 16 digits beneficiary ID,

• ➢ For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• ➢ Members holding shares in Physical Form should enter Folio Number registered with the Company.

• d) Next enter the Image Verification as displayed and Click on Login.

• e) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• f) If you are a first-time user follow the steps given below:

Login type For Shareholders holding securities in physical mode and Shareholders other than Individual Shareholders holding securities in demat mode.

PAN	Enter your 10-digit alpha-numeric “PAN” issued by Income Tax Department. Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by RTA or contact RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction(iii).

• g) After entering these details appropriately, click on “SUBMIT” tab.

• h) Shareholders holding shares in physical mode will then directly reach the Company selection screen. However, Shareholders holding shares in Demat mode will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat account holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• i) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• j) Click on the EVSN for the relevant on which you choose to vote.

• k) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• l) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• m) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• n) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• o) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• p) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• q) If a Demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot password and enter the details as prompted by the system.

• r) Additional Facility for Non – Individual Shareholders and Custodians –For Remote e-Voting only.

• Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (“POA”) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non Individual Shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at the email address viz; aakanksha.shuklacs@gmail.com if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

B. Instructions for shareholders attending the AGM through VC and e-voting during the AGM:

• i. The procedure for attending AGM and e-Voting on the day of AGM is same as the instructions mentioned above for e-Voting.

• ii. Members attending the AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• iii. The facility for joining the AGM shall open 15 minutes before the scheduled time for commencement of the AGM.

• iv. The link for VC to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-Voting.

• v. Shareholders who have voted through remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

• vi. Shareholders are encouraged to join the Meeting through Laptops / iPad for better experience.

• vii. Further Shareholders will be required to allow Camera (in case of speakers) and use Internet with a good speed to avoid any disturbance during the AGM.

• viii. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• ix. Members (holding shares as on Cut-off date) who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request, on or before Tuesday, the 23[rd] day of September, 2025, from their registered e-mail address mentioning their name, DP ID and Client ID / folio number, PAN, mobile number at krrailengineering@gmail.com. Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• x. Only those Shareholders, who are present in the AGM through VC facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

• xi. If any Votes are cast by the Shareholders through the e-Voting available during the AGM and if the same Shareholders have not participated in the meeting through VC facility, then the votes cast by such Shareholders shall be considered invalid as the facility of e-Voting during the meeting is available only to the Shareholders attending the AGM.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e- Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

1. Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Act and Register of Contracts or arrangements in which directors are interested maintained under Section 189 of the Act, shall be available for inspection during the AGM at e-Voting portal.

2. Statement pursuant to Section 102(1) of the Act, in respect of the Special Business to be transacted at the AGM along with details pursuant to SEBI Regulations and other applicable laws are annexed hereto. All documents referred to in the accompanying Notice and the Statement shall be available for inspection electronically. Members seeking to inspect such documents can send an email to krrailengineering@gmail.com

3. The term ‘Members’ or ‘Shareholders’ has been used to denote Shareholders of K&R Rail Engineering Limited

4. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.krrailengg.com and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company and communicated to the BSE Limited.

Sd/-

Place: Hyderabad Rahmath Unnisa Date: 04.12.2025 Chairperson

EXPLANATORY STATEMENT

[Pursuant to Section 102 of the Companies Act, 2013]

Item No.3: To Appoint M/S. Dabas S & Co., Practicing Company Secretaries as secretarial auditors for a term of upto 5 (five) consecutive years.

Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Companies Act, 2013 (‘Act’) and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 13, 2025 have approved and recommended the appointment of Dabas S & Co., Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: S2017RJ503800) as Secretarial Auditors of the Company for a term of upto 5 (Five) consecutive years to hold office from Financial Year 2025-26 to Financial Year 2029-30 and issue Secretarial Audit Report for Financial Years ending 31[st] March 2026, 31[st] March 2027, 31[st] March 2028, 31[st] March 2029 and 31[st] March 2030:

• a. Term of appointment: Upto 5(Five) consecutive years from Financial Year 2025-26 to Financial Year 2029-30.

• b. Proposed Fee: Rs.1,00,000/- p.a. (Rupees One Lakh Only), plus applicable taxes and other out-of-pocket costs incurred in connection with the audit for Financial Year ending March 31, 2026 and for subsequent year(s) of their term, such fee as determined by the Board, on recommendation of Audit Committee.

The proposed fee is based on knowledge, expertise, industry experience, time and efforts required to be put in by them, which is in line with the industry benchmark. The fees for services in the nature of certifications and other professional work will be in addition to the secretarial audit fee as above and will be determined by the Board in consultation with the Secretarial Auditors and as per the recommendations of the Audit Committee.

• c. Basis of recommendations : The recommendations are based on the fulfilment of the eligibility criteria & qualification prescribed under the Act & Rules made thereunder and SEBI LODR Regulations with regard to the secretarial audit, experience of the firm, capability, independent assessment, audit experience and also based on the evaluation of the quality of audit work done by them in the past.

• d. Credentials : Dabas S & Co., (Firm Registration Number: S2017RJ503800) (‘Secretarial Audit Firm’), established in the year 2025, is a newly registered firm with Ms. Sanjeev

Dabas being the proprietor specialized in Secretarial Audit and other corporate law matters. The firm is registered with the Institute of Company Secretaries of India. The Firm also holds a valid Peer Review Certificate.

Dabas S & Co., have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI LODR Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI LODR Regulations.

• e. Any material changes in the fee payable to such auditor from that paid to the outgoing auditor along with the rationale for such change : There is no material change in the fee payable to M/s. Dabas S & Co., compared to that of the outgoing auditor and the reason for change is based on eligibility criteria & qualification prescribed under the Act & Rules made thereunder and SEBI LODR Regulations.

None of the Directors, Key Managerial Personnel (KMP), or their relatives have any financial or other interest in the proposed resolution.

The Board recommends the Ordinary Resolution as set out in Item No. 3 of this Notice for approval of the Members.

Item No.4: Appointment of Mr. Ashwani Kumar Soni (din: 11194767) as an Independent Director of the company:

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 21.07.2025 appointed Mr. Ashwani Kumar Soni (DIN: 11194767) as an Additional Director who shall holds office up to the date of the ensuing Annual General Meeting or within three months from his appointment, whichever is earlier, pursuant to the provisions of Section 161 of the Act and rules made thereunder and the Articles of Association of the Company. The Nomination and Remuneration Committee (NRC), taking into consideration the skills, expertise, and competencies required for the Board in the context of the Company’s business and sectors, and based on the performance evaluation, concluded and recommended to the Board that Mr. Ashwani Kumar Soni qualifications and extensive experience meet the skills and capabilities required for the role of Independent Director of the Company. The Board is of the opinion that Mr. Ashwani Kumar Soni continues to possess the identified core skills, expertise, and competencies fundamental for effective functioning in his role as an Independent Director of the Company.

The Company has received a declaration from Mr. Ashwani Kumar Soni confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“Listing Regulations”). In terms of Regulation 25(8) of the Listing Regulations, Mr. Ashwani Kumar Soni has confirmed that he is not aware of any circumstance or situation that exists or may be reasonably anticipated, which could impair or impact his ability to discharge his duties. Mr. Ashwani Kumar Soni has confirmed that he is not debarred from holding the office of Director of the Company by virtue of any SEBI order or any other such authority.

Further, Mr. Ashwani Kumar Soni is not disqualified from being appointed as a Director under Section 164 of the Act and has given his consent to act as a Director. He has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA). Mr. Ashwani Kumar Soni has also passed the online proficiency self-assessment test conducted by the IICA.

Accordingly, it is proposed to appoint Mr. Ashwani Kumar Soni as an Independent Director of the Company, who shall not be liable to retire by rotation. The Board recommends a Special Resolution set out at item number 4 of the accompanying notice for approval of Members.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

For and on behalf of the Board of Directors

K&R Rail Engineering Limited

Sd/-

Place: Hyderabad Rahmath Unnisa Date: 04.12.2025 Chairperson

Details of Directors seeking appointment at the42nd Annual General Meeting [Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings]

Name of the Director	Mr. Ashwani Kumar Soni
DIN	11194767
Date of Birth	22.05.1975
Date of first appointment on the Board	01.07.2025
No. of Board Meetings Held/ Attended	NA
Qualification(s)	Diploma in Mechanical Engineering
Brief Resume, Qualification and Experience	Mr. Ashwani Kumar Soni is accomplished professional with 22 years of extensive experience in Commercial Operations, Purchase and Management, and Materials Inventory Management. Seeking to leverage my expertise in infrastructure projects and strategic management as an independent director on the board of a listed company.
Expertise in specific functional area	Commercial Operations, Purchase and Management, and Materials Inventory Management.
Terms and conditions of appointment/ re-appointment	Terms and conditions of the appointment of Mr. Ashwani Kumar Soni are duly elaborated in the explanatorystatement as annexed to this Notice
No. of Shares held in the Company	Mr. Ashwani Kumar Soni is not holding any equityshares of the Companyas on date.
Remuneration drawn, if any	NIL
Relationships between Directors inter se	Mr. Ashwani Kumar Soni is not related to any Director or KMP and Promoters of the company.
Name of the Listed entities in which the person also holds the directorship and the membership of the committees of the Board along with the Listed entities from which the person has resigned in the past three years*	NIL
Other Directorships, Membership/ Chairmanship of Committees of other Boards	Nil

DIRECTORS’ REPORT

To the Members, K&R Rail Engineering Limited Hyderabad, Telangana, India

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘KRRAIL’) along with the audited Financial statement for the financial Year ended March 31, 2025. The Consolidated performance of the Company and its subsidiaries has been referred to where required.

1. Financial summary/highlights:

The performance during the period ended 31[st] March, 2025 has been as under:

(Amount in Lakhs)

			(Amount in Lakhs)	(Amount in Lakhs)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Turnover/Income(Gross)	64002.12	61223.31	69639.17	66240.58
Other Income	69.75	347.64	82.26	350.03
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,100.32	1,462.14	1,218.6	1,591.26
Less: Depreciation/ Amortisation/ Impairment	326.62	330.01	326.73	330.22
Profit /loss before Finance Costs, Exceptional items and Tax Expense	773.7	1,132.13	891.97	1,261.04
Less: Finance Costs	68.95	136.82	83.48	167.29
Profit /loss before Exceptional items and Tax Expense	704.75	995.31	808.49	1093.75
Add/(less): Exceptional items	40.71	0.00	40.71	0.00
Profit /loss before Tax Expense	745.46	995.31	849.19	1093.75
Less: Tax Expense (Current & Deferred)	198.29	-283.42	229.24	-315.29
Profit /loss for the year (1)	547.17	711.89	619.95	778.46
Other Comprehensive Income/loss (2)	0	0	(1.04)	(2.46)

Total Comprehensive Income/loss (1+2)	547.17	711.89	618.91	776.00
Balance of profit /loss for earlier years	--	--	--	--
Less: Transfer to Debenture Redemption Reserve	--	--	--	--
Less: Transfer to Reserves	--	--	--	--
Less: Dividend paid on Equity Shares	--	--	--	--
Less: Dividend paid on Preference Shares	--	--	--	--
Less: Dividend Distribution Tax	--	--	--	--
Balance carried forward	--	--	--	--

2. Overview & state of the company’s affairs:

Revenues – Standalone

During the year under review, the Company has recorded an income of Rs. 64002.12 Lakhs and profit of Rs. 547.17 Lakhs as against the income of Rs. 61223.31 Lakhs and profit of Rs. 526.68 Lakhs in the previous financial year ending 31.03.2024.

Revenues – Consolidated

During the year under review, the Company has recorded an income of Rs. 69639.17 Lakhs and profit of Rs. 618.91 Lakhs as against the income of Rs. 66240.58 Lakhs and profit of Rs. 778.46 Lakhs in the previous financial year ending 31.03.2023.

The Company is looking forward for good profit margins in near future.

3. Dividend:

Keeping the Company’s growth plans in mind, your directors have decided not to recommend dividend for the year.

4. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

5. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and analyst meet from time to time. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company’s website.

6. Material changes & commitment 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 during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

7. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company’s operations in future.

8. Transfer of un-claimed dividend to Investor Education and Protection:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

9. Details of Nodal Officer:

The Company has designated Mr. Sanjay Kotthapalli, Non-Executive Director of the Company as Nodal Officer for the purpose of IEPF.

10. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. However, the company does not have any un-paid or un claimed dividend in the Past to be transferred to IEPF.

11. Revision of financial statements:

There was no revision of the financial statements for the year under review.

12. Change in the nature of business, if any:

The Company has not undergone any change in the nature of business during the FY 2024-25.

13. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2025 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet and hence, there has been no noncompliance with the requirements of the Act.

14. Depository System:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

15. Subsidiary companies:

Your Company has one subsidiary namely Robsons Engineering & Construction Private Limited as on March 31, 2025.

In accordance with Section 129(3) of the Act, Consolidated Financial Statements have been prepared which form part of this Annual Report. As required under Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary in the prescribed form AOC-1 is enclosed as Annexure – B to this Report.

In accordance with Section 136 of the Act, the separate audited accounts of the subsidiary company will be available on the website of the Company, www.krrailengg.com and the Members desirous of obtaining the accounts of the Company’s subsidiary may obtain the same upon request. These documents will be available for inspection by the members, till the date of AGM during business hours at registered office of the Company.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with the SEBI Listing Regulations can be accessed on the Company’s website at www.krrailengg.com

16. Companies which have become or ceased to be subsidiaries:

During the FY 2024-25, there was no change in subsidiaries. For further analysis on the consolidated performance, the attention is invited to the section on Management Discussion and Analysis and notes to the consolidated financial statements.

Event after the Balance Sheet date

During the FY 2025-26 there is a dissolution of K&R Global LLC -FZ Dubai (UAE), a wholly owned subsidiary. - we hereby inform you that the Board of Directors of the Company, at its meeting held today, i.e., July 21, 2025, has approved the proposal for the dissolution of K&R Global LLC - FZ, a wholly-owned subsidiary of the Company in Dubai (UAE), as per the applicable laws of Dubai (UAE). The said subsidiary is a dormant, non-functional, and non-material subsidiary, and has not had any business operations since its incorporation. Accordingly, it is no longer feasible to continue the business of the said subsidiary. Consequently, K&R Global LLC -FZ Dubai (UAE) has ceased to exist as a company and as such as a subsidiary of the Company.

17. Investment in subsidiary:

During financial year 2024-25, the Company had not infused any capital in Subsidiary Companies.

18. Independent director’s familiarization programmes:

Independent Directors are familiarized about the Company’s operations, businesses, financial performance and significant development so as to enable them to take wellinformed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the

Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2024-25 are also disclosed on the Company’s website and its web link is http:// www.krrailengg.com

19. Board Evaluation

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decisionmaking and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held in 29[th] January 2025. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

20. Meetings of the Board:

During the year, 08 (Eight) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meeting, attendance by the directors is given in the Corporate Governance Report forming an integral part of this report.

21. Committees of the Board:

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship and CSR Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during

the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

22. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

23. Directors and key managerial personnel:

As on date of this report, the Company has Six Directors, out of which two are Independent Directors including one Woman Independent Director.

a) Appointment/Re-appointment of Directors of the Company:

In accordance with the provisions of the companies Act, 2013 and Articles of Association of the company Mr. Shaik Suhail Nasir, Executive Director, retire by rotation and being eligible, offers himself for re-appointment.

In accordance with the provisions of the companies Act, 2013, Articles of Association of the company and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Mr. Amit Bansal (DIN: 06750775), as Executive Director of the Company for a period of five (5) years with effect from April 01, 2025 to March 31, 2030, subject to the approval of the Shareholders.

b) Resignation / Cessation of Directors of the Company:

During the Year Mr. Suresh Solanki (DIN: 09462065) was resigned as Director (Executive - Non Independent) with effect from 13th April, 2024.

During the year, Mr. Shaik Suhail Nasir (DIN: 06866848) was appointed as Director (Executive - Non Independent) with effect from 13th April 2024.

During the Year Mr. Rabindra Kumar Barik, Non-Executive & Independent Director, has completed his second and final term of 5 (five) consecutive years as an Independent Director of the Company and consequently has ceased to be Independent Director of the Company w.e.f. July 21, 2025.

During the Year Mrs. Maniza Khan, Non-Executive & Independent Director, has completed his second and final term of 5 (five) consecutive years as an Independent

Director of the Company and consequently has ceased to be Independent Director of the Company w.e.f. 31st March, 2025.

During the year, Mrs. Rahmath Unnisa (DIN: 10945055) was appointed as Director (Non Executive - Independent) with effect from 01st April 2025.

During the year, Ashwani Kumar Soni (DIN: 11194767), was appointed as Director (Non Executive - Independent) with effect from 01st July 2025.

c) Appointment / Cessation of Key Managerial Personnel

During the Year Mr. Chandrakant, Company secretary cum compliance officer of the company was resigned with effect from 30.04.2024.

During the Year Mr. Narasimham, Company secretary cum compliance officer of the company was appointed with effect from 04.05.2024.

d) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2024-25

• Mr. Shaik Suhail Nasir, Executive Director.

• Mr. Sanjay kothapalli, Non-Executive - Non Independent Director

• Mr. Sukesh Kumar Sharma, Executive Director

• Mr. Amit Bansal, Executive Director.

• Mr. Kulkarni Prahallada Rao, Chief financial officer.

• Mrs. Rahmath Unnisa, Non-Executive & Independent Director.

• Mr. Ashwani Kumar Soni, Non-Executive – Independent Director.

• Mr. Narasimhan Mangavally, Company Secretary & Compliance Officer of the Company.

24. Statutory audit and auditors report:

The members of the Company at their Annual General Meeting held on 30th September, 2024 have appointed M/s J Singh & Associates, as statutory auditors of the Company to hold office until the conclusion of 46th Annual General meeting of the Company.

The Auditors’ Report for fiscal year 2024-2025 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with

unmodified opinion for both Standalone and Consolidated Audited Financial Results of the Company for the Financial Year ended March 31, 2025 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

25. Internal audit:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review, the Internal Audit of the functions and activities of the Company was undertaken by M/S M G S REDDY & Co., the Internal Auditor of the Company.

Deviations if any, are reviewed periodically and due compliance was ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

26. Secretarial Audit & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed Mr. Sanjeev Dabas Practicing Company Secretary (CP No. 24418) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2025.

The Secretarial Audit was carried out by Mr. Sanjeev Dabas Practicing Company Secretary (CP No. 24418) for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed herewith as Annexure-L and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation nor adverse remark.

27. Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated May 30, 2025, was given by Mr. Sanjeev Dabas, Practicing Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the financial year.

28. Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

29. No Frauds reported by statutory auditors:

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

30. Disclosure of Interest by Director:

The directors disclosed their concern or interest in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, as specified in Section 184 of the Act read with Rule 14 of Companies (Meeting of Board and it’s Powers) Rules, 2014.

31. Declaration by the Company:

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

32. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec. 134(3)(m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

33. Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated under Regulation 34(2)(e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- G to this report.

34. Risk management policy:

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

35. Corporate governance:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the Company’s Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

36. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company’s website URL: www.krrailengg.com

37. Authorised and paid-up capital of the company:

The Authorised capital of the company stands at Rs. 45,00,00,000 (Rupees Forty-Five Crores only) divided into Rs. 30,85,00,000 (Rupees Thirty Crores and Eighty-Five Lakhs Only) divided into 3,08,50,000 (Three Crores Eight Lakhs and Fifty Thousand) Equity Shares of Rs. 10/- each, and Rs.14,15,00,000 (Rupees Fourteen Crores and Fifteen Lakhs Only) divided into 1,41,50,000 (One Crore Forty-one Lakhs and Fifty Thousand) 7% Optionally Convertible Redeemable Preference Shares of Rs.10/- each.

38. Declaration of independence:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or 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, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

39. Director’s Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2025:

• a) in the preparation of the annual accounts for the financial year ended 31 March 2025, the applicable accounting standards and schedule III of the Companies Act, 2013 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 your Company as on 31 March 2025 and of the profit and loss of the Company for the financial year ended 31 March 2025;

• c) proper and sufficient care has been taken 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;

• d) The annual accounts have been prepared on a going concern basis;

• e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• f) Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.

40. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Managing Director & CEO and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.

The policy is available on the website of the Company at www.krrailengg.com

41. Corporate social responsibility policy:

Since your Company has a net profit of exceeding Rs. 5 Cr for the financial year 202324, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is applicable and hence the Company has adopted Corporate Social Responsibility Policy which is placed on website of the Company www.krrailengg.com

42. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively.

43. Insurance:

The properties and assets of your Company are adequately insured.

44. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has given any loans, guarantees and investments to Robsons Engineering & Constructions Private Limited (a Subsidiary Company). Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

45. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

46. Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. During the financial year 2024-25, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed & approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm’s length basis and in the ordinary course of business.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

47. Policy on director’s appointment and remuneration:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director’s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company’s website at www.krrailengg.com

48. Particulars of Employees and related Disclosure:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure–D to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding

During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/and above per annum or Rs.8,50,000/- per month and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

49. Implementation of Corporate Action

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Actions.

50. Shares transferred to investor education and protection fund:

No shares were transferred to the Investor Education and Protection Fund during the year under review.

51. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. Amit Bansal, Whole Time Director of the Company to the median remuneration of the employees is 12: 6_ and of Mr. Mr K R Prahlada Rao, CFO of the Company is 6:1.

52. Non-executive directors’ compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

53. Industry based disclosures as mandated by the respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

54. Failure to implement corporate actions:

During the year under review, no corporate actions were done by the Company

55. 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.

56. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and Financial institution

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions

57. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website (https://www.krrailengg.com/investors/ policies). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the policy	Brief Description	Website link
Board Diversity Policy	At K&R Rail Engineering Limited, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.	https:// www.krrailengg.com
Nomination and Remuneration	This policy formulates the criteria for determining qualifications,	https:// www.krrailengg.com

Policy	competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, key managerial personnel and other employees.
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties.	https:// www.krrailengg.com
Code of conduct for the prevention of insider trading:	The policy regulates all transactions of the insiders in this scrips of the Company.	https:// www.krrailengg.com
CSR Policy	The Corporate Social Responsibility activities to be undertaken by the Company.	https:// www.krrailengg.com

58. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

59. Code of conduct for the prevention of insider trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (“Insider Trading Code”) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (“UPSI”).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.krrailengg.com

60. CEO/CFO Certification:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

61. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee (“ICC”) has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2025, no complaints pertaining to sexual harassment have been received.

62. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 42[nd] Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

63. Event Based Disclosures

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee’s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision ratings: NA

64. Disclosure pursuant to Part A of Schedule V of SEBI LODR

Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3) of SEBI is attached as Annexure of this report.

65. Designated person for furnishing information and extending co-operation to ROC in respect of beneficial interest in shares of the company:

The Company has appointed Mr. Amit Bansal, Whole Time Director, as designated person, for furnishing information and extending co-operation to ROC in respect of beneficial interest in shares of the Company to ensure compliance with MCA notification on this matter.

66. Other Disclosures:

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:

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

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

• c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiary.

67. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other "financial institutions and shareholders of the Company like SEBI, BSE, , NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and CITI Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board of Directors K&R Rail Engineering Limited

Sd/- Sd/Place: Hyderabad Rahmath Unnisa Amit Bansal Date: 04.12.2025 Independent Director Whole Time Director (DIN: 10945055) (DIN: 06750775)

Annexure-E to the Director’s Report REPORT ON CORPORATE GOVERNANCE

In accordance with Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report containing the details of Corporate Governance systems and processes at K&R Rail Engineering Limited is as follows:

1. Company’s Philosophy on Corporate Governance:

Company’s endeavour is to maximize shareholder value. KR Rail is committed to adopt best governance practices and its adherence in true spirit at all times. It has strong legacy of fair, transparent and ethical governance practices.

Company has adopted a code of conduct which is applicable to all employees and is posted on the website of the Company. The Company also has in place a code for preventing insider trading.

Company is fully compliant with the requirements of the listing regulations and applicable corporate governance norms and is committed to ensuring compliance with all modifications within the prescribed time.

2. Board diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website, www.krrailengg.com

3. Compliance with SEBI (listing obligations and disclosure requirements) regulations, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company framed the following policies which are available on Company's website i.e. www.krrailengg.com

• Board Diversity Policy

• Policy on preservation of Documents

• Risk Management Policy

• Whistle Blower Policy

• Familiarization program for Independent Directors

• Sexual Harassment Policy

• Related Party Policy

• Code of Conduct for Board of Directors and Senior Management Personnel.

• Code of Conduct for Prevention of Insider Trading (“Insider Trading Code”)

• CSR Policy

4. KR RAIL’s 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. 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. 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

5. Board of Directors:

The composition of the Board of Directors of the company is an appropriate combination of executive and non-executive Directors with right element of independence. As on March 31, 2025, the Company’s Board comprised of Seven Directors, out of which three are executive Directors and one Non-Executive Non Independent Director. Further, there are three independent Directors on the Board including One Women Director. In terms of Regulation 17(1) (b) of SEBI (LODR) Regulations, 2015 and section 149 of Companies Act 2013, the company is required to have one third of total Directors as independent Directors. The non-executive Directors are appointed or re-appointed based on the recommendation of the Nomination & Remuneration Committee which considers their overall experience, expertise and industry knowledge. One third of the total strength other than independent Directors, are liable to retire by rotation every year and are eligible for reappointment, subject to approval by the shareholders.

6. Skills / Expertise / Competencies of the Board of Directors

The following is the list of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company’s business and that the said skills are available with the Board Members:

SI. No.	Names of the Directors who have such skills / expertise / Competence	Skills / Expertise / Competence of the Board of Directors are required in the context of business of the Company
1.	Mr. Amit Bansal	Business Strategy, Sales & Marketing, Law, Taxation, Finance , Foreign Exchange Related
2.	Mr. Shaik Suhail Nasir	Corporate Governance, Administration, Decision Making
3.	Mr. Sukesh Kumar Sharma	Technical / Professional skills
4.	Mr. Sanjaykothapalli	Financial and Management skills.
5.	Mrs. Rahmath Unnisa	Management skills in Transportation Industry
6.	Mr. Ashwani Kumar Soni	Commercial Operations, Purchase and Management, and Materials Inventory Management.
7.	Mr. Kulkarni Prahallada Rao	Financial and Management skills.

7. Appointment/Re-appointment of Directors:

Details of Director seeking appointment/ reappointment at the forthcoming Annual General Meeting as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) is annexed to the Notice convening the Annual General Meeting and forming part of this Annual Report.

8. Attendance and directorships held:

As mandated by the SEBI (LODR) Regulations, 2015, none of the Directors are members of more than ten Board-level committees nor are they chairman of more than five committees in which they are members. Further all the Directors have confirmed that they do not serve as an independent director in more than seven listed companies

or where they are whole-time directors in any listed company, then they do not serve as independent director in more than three listed companies.

The names and categories of the Directors on the Board, their attendance at Board meeting during the year and at last Annual General Meeting, as also the number of Directorships and Committee memberships held by them in other companies are shown in Table 1.

				Table-1
Name of Director	Relatio nship with other Director s	Category	No. of Meetin gs Held	No. of Meetin gs Attend ed	Whether Attended Last AGM on 30/09/20 24	No. of Outside Director ships of Public Compa nies	No. of Committ ee Members hips	No. of Committee Chairmans hips
Maniza Khan	None	Independe nt Director	9	9	Yes	NONE	3	2
Rabindra Kumar Barik	None	Independe nt Director	9	9	Yes	NONE	3	1
Sanjay Kotthapalli	None	Non- Executive Director	9	9	Yes	NONE	3	0
Sukesh Kumar Sharma	None	Executive Director	9	9	Yes	NONE	NA	NA
Amit Bansal	None	Executive Director	9	9	Yes	NONE	NA	NA
Shaik Suhail Nasir	None	Executive Director	9	9	Yes	NONE	NA	NA

The Name of other listed entities where directors of the company are directors and the category of directorship are shown in following table:

Sr. No.	Name of Director	Name of the Listed Companies in Which Director is Director	Nature of Directorship
		None

9. Information supplied to the board:

The Board has complete access to all information of the Company and is regularly provided advanced detailed information as a part of the agenda papers or is tabled therein. In addition, detailed quarterly performance report by the Managing Director is presented in the quarterly Board meeting, encompassing all facets of the Company’s operations during the quarter, including update of key projects, outlook and matters relating to environment, health & safety, corporate social responsibility etc. The following information is provided to the Board as a part of the agenda papers:

• Annual and Quarterly financial statements for the Company and the Accounting Policy.

• Minutes of the meetings of the Audit Committee and other Committees of the Board.

• Annual business plan

• Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary, whenever required

• Expansion projects and its status monitoring.

• Fatal or serious accidents, injuries or any material environmental problems, if any

• • Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company, if any

• Significant labour problems and their proposed solutions, whenever necessary

• • Any significant development in human resources / industrial relations including longterm wage agreement, major voluntary retirement scheme, etc.

• Quarterly details of foreign exchange exposures and the steps taken by the management to limit the risks of adverse exchange rate movement, if material Quarterly disclosure of all the investments made

• Material non-compliance of any regulatory, statutory nature or listing requirements and shareholders service, such as non-payment of dividend, delay in share transfer and others, if any

• Quarterly review of compliance status under various laws applicable to the Company

• Substantial non-payment of goods sold by the Company.

• Related Party Transactions, if they are not at arm’s length and in the ordinary course of business

• Half-yearly summary of bank guarantees issued.

• All other matters required to be placed before the Board for its review / information / approval under the statutes, including SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Familiarization program for independent directors:

The Board members are provided with necessary documents, reports, internal policies and site visits to enable them to familiarize with the Company's operations, its procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company business, strategy and risks involved. Detailed presentations on the Company's business segments were made at the meetings of the Directors held during the year.

The Company’s Policy of conducting the Familiarization Program and details of such familiarization program during the year, is placed on its website viz., www.krrailengg.com

11. Committees of the board:

The Company has Board-level Committees - Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee and CSR Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of service for Committee members are taken by the Board of Directors. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:

12. Performance Evaluation of Board, Committees and Directors:

Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the provisions of the Act, an annual Board effectiveness evaluation was conducted for FY 2024-25 on 29[th] January 2025, involving the following:

• i. Evaluation of IDs, in their absence, by the entire Board was undertaken, based on their performance and fulfilment of the independence criteria prescribed under the Act and SEBI Listing Regulations; and

• ii. Evaluation of the Board of Directors, its Committees and individual Directors, including the role of the Board Chairman.

An IDs’ meeting, in accordance with the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations, was convened on 29[th] January 2025, mainly to review the performance of Independent Directors and the Chairman & Managing Director as also the Board as a whole. All IDs were present at the said meeting.

The evolution was perfume based upon various para meters as follows:

• (i) Board: Composition, responsibilities, stakeholder value and responsibility, Board development, diversity, governance, leadership, directions, strategic input, etc.

• (ii) Executive Directors: Skill, knowledge, performance, compliances, ethical standards, risk mitigation, sustainability, strategy formulation and execution, financial planning & performance, managing human relations, appropriate succession plan, external relations including CSR, community involvement and image building, etc.

• (iii) Independent Directors: Participation, managing relationship, ethics and integrity, Objectivity, brining independent judgement, time devotion, protecting interest of minority shareholders, domain knowledge contribution, etc.

• (iv) Chairperson: Managing relationships, commitment, leadership effectiveness, promotion of training and development of directors etc.

• (v) Committees: Terms of reference, participation of members, responsibility delegated, functions and duties, objectives alignment with company strategy, composition of committee, committee meetings and procedures, management relations.

Performance evaluation was done on the scale of 1 to 5 and 5 being outstanding.

Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:

Observations of Board evaluation carried out for the year	No observations.
Previous year’s observations and actions taken	Since no observations were received, no actions were taken.

Proposed actions based on current year Since no observations were received, observations no actions were taken.

13. Declaration by Independent Directors:

All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 read with Section 149(6) of the Act.

14. Declaration by Board:

The Board has confirmed that in its opinion, the independent directors fulfill the conditions specified in these regulations and are independent of the management. During the year under review, no Independent Director has resigned before expiry of his tenure.

15. Audit committee:

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.

A. Brief Description of Terms of Reference: -

Overview of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 read with Schedule II thereof, inter alia, includes:

• a. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• b. Recommending the appointment and removal of External Auditors, fixation of audit fee and approval for payment for any other services;

• c. Review and monitor the auditor’s independence and performance, and effectiveness of audit process.

• d. Approval of payment to statutory auditors for any other services rendered by them.

• e. Review with the management and statutory auditors of the annual financial statements before submission to the Board with particular reference to:

• i) Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013;

• ii) Changes, if any, in accounting policies and practices and reasons for the same; iii) Major accounting entries involving estimates based on the exercise of judgment by management;

• iv) Significant adjustments made in the financial statements arising out of audit findings;

• v) Compliance with listing and other legal requirements relating to financial statements;

• vi) Disclosure of any related party transactions;

vii) Modified opinion(s) in the draft audit report;

• f. Review of the quarterly and half yearly financial results with the management and the statutory auditors;

• g. Examination of the financial statement and the auditors’ report thereon;

• h. Review and monitor statutory auditor’s independence and performance and effectiveness of audit process;

• i. Approval or any subsequent modification of transactions with related parties;

• j. Scrutiny of inter-corporate loans and investments;

• k. Review of valuation of undertakings or assets of the company wherever it is necessary;

• l. Evaluation of internal financial controls and risk management systems;

• m. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems;

n. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;

o. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

• p. Consideration of the reports of the internal auditors and discussion about their findings with the management and suggesting corrective actions wherever necessary;

q. Look into the reasons for any substantial defaults in payment to the depositors, debenture-holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;

• r. Review the functioning of the whistle blower mechanism;

• s. Review and monitor the end use of funds raised through public offers and related matters;

• t. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

u. Frame and review policies in relation to implementation of the Code of Conduct for Prevention of Insider Trading and supervise its implementation under the overall supervision of the Board;

• v. Discharge such duties and functions as indicated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the rules made thereunder from time to time.

w. Review of the following information:

• management discussion and analysis of financial condition and results of operations;

• statement of significant related party transactions (as defined by the audit committee), submitted by management;

• management letters / letters of internal control weaknesses issued by the statutory auditors;

• internal audit reports relating to internal control weaknesses;

• The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

• Statement of deviations as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer document /prospectus / notice in terms of Regulation 32(7).

• The Audit Committee of the listed holding company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary company.

• Carrying out any other function as may be referred to the Committee by the Board.

• Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. Internal Audit:

The Company has adequate internal control and Internal Audit system commensurate with its size and nature of its business. The Internal Audit Plan is approved by the Audit Committee and the Internal Auditors directly present their report to the Audit Committee for their consideration.

C. Composition, Meetings & Attendance:

The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All members of the Committee are financially literate, with Ms. Maniza Khan, as Chairperson of the Committee, having the relevant accounting and financial management expertise.

The composition of the Audit Committee and the details of the meetings attended by its members during the financial year ended 31[st] March 2025 are as under:

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Ms. Maniza Khan	Chairperson	NED(I)	4	4
Mr. Rabindra Kumar Barik	Member	NED(I)	4	4
Mr.SanjayKothapalli	Member	NED	4	4

The Audit Committee met 4 times during the financial year 2024-25 and the gap between any two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings held were: 31[th] April, 2024, 13[th] July 2024, 11[th] November 2024 and 8[th] January 2025. Requisite quorum was present at the above Meetings.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

During the year, the Audit Committee inter alia reviewed key audit findings covering Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks affecting the Company which were presented to the Committee. The Chairman of the Audit Committee briefed the Board members on the significant discussions which took place at Audit Committee Meetings.

The Chairperson of the Audit Committee was present at the Annual General Meeting of the Company held on 30[th] September 2024.

16. Nomination and remuneration committee:

The Nomination and Remuneration Committee (‘NRC’) functions in accordance with Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter adopted by the Board. The terms of reference of the NRC includes:

• Recommend to the Board the setup and composition of the Board, including formulation of the criteria for determining qualifications, positive attributes and independence of a Director.

• Periodical review of composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

• Support the Board in matters related to the setup, review and refresh of the Committees.

• Devise a policy on Board diversity.

• Recommend to the Board the appointment or reappointment of Directors.

• Recommend to the Board how the Company will vote on resolutions for appointment of Directors on the Boards of its material subsidiaries.

• Recommend to the Board, the appointment of Key Managerial Personnel (KMP) and executive team members.

• Carry out the evaluation of every Director’s performance and support the Board and Independent Directors in the evaluation of the performance of the Board, its Committees and individual Directors, including formulation of criteria for evaluation of Independent Directors and the Board.

• Oversee the performance review process for the KMP and executive team with the view that there is an appropriate cascading of goals and targets across the Company.

• Recommend the Remuneration Policy for the Directors, KMP, executive team and other employees.

• On an annual basis, recommend to the Board the remuneration payable to Directors, KMP and executive team of the Company.

• Review matters related to remuneration and benefits payable upon retirement and severance to MD/EDs, KMP and executive team.

• Review matters related to voluntary retirement and early separation schemes for the Company.

• Provide guidelines for remuneration of Directors on material subsidiaries.

• Recommend to the Board how the Company will vote on resolutions for remuneration of Directors on the Boards of its material subsidiaries.

• Assist the Board in fulfilling its corporate governance responsibilities relating to remuneration of the Board, KMP and executive team members.

• Oversee familiarization programs for Directors.

• Review HR and People strategy and its alignment with the business strategy periodically, or when a change is made to either.

• Review the efficacy of HR practices, including those for leadership development, rewards and recognition, talent management and succession planning.

• Perform other activities related to the charter as requested by the Board from time to time.

A. Composition of the committee, meetings and attendance during the year:

There were Two Nomination and Remuneration Committee Meetings held during the financial year 2024-25 on 04.05.2024 & 29.01.2025.

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. Rabindra Kumar Barik	Chairman	NED(I)	2	2
Ms. Maniza Khan	Member	NED(I)	2	2
Mr. SanjayKothapalli	Member	NED	2	2

17. Stakeholder’s relationship committee:

Terms of reference of the committee comprise of various matters provided under Regulation 20 of the Listing Regulations and section 178 of the Act, 2013 which interalia include:

• (i) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report,

non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

• (ii) Proactively communicate and engage with stockholders including engaging with the institutional shareholders at least once a year along with members of the Committee/Board/ KMPs, as may be required and identifying actionable points for implementation.

• (iii) Review of measures taken for effective exercise of voting rights by shareholders.

• (iv) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

• (v) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The Committee comprises of 3 Directors out of which 2 are independent. In the financial year 2024-25, 4 meeting of the Committee were held on 31[th] April, 2024, 13[th] July 2024, 11[th] November 2024 and 8[th] January 2025. Composition of committees and member’s attendance at the meetings during the year are as under:

Name	Designation	Category	No of Meetings held	No of Meetings attended
Ms. Maniza Khan	Chairperson	NED(I)	4	4
Mr. Rabindra Kumar Barik	Member	NED	4	4
Mr. Sanjay Kothapalli	Member	NED	4	4

18. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee of the Company is constituted in accordance with the provisions of Section 135 of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. All members of the Committee are financially literate, with Ms. Maniza Khan, as Chairperson of the Committee, having the relevant accounting and financial management expertise.

• Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act;

• Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

• Monitor the Corporate Social Responsibility Policy of the Company from time to time.

•

The composition of the Corporate Social Responsibility Committee and the details of the meetings attended by its members during the financial year ended 31[st] March 2025 are as under:

Name	Designation	Category	No of Meetings held	No of Meetings attended
Ms. Maniza Khan	Chairperson	NED(I)	1	1
Mr. Rabindra Kumar Barik	Member	NED(I)	1	1
Mr.SanjayKothapalli	Member	NED	1	1

The Corporate Social Responsibility Committee met one time during the financial year 2024-25 which held on 8th January 2025. Requisite quorum was present at the above Meetings.

19. Performance evaluation criteria for independent directors:

The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company’s business.

Policy:

1. The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company’s operations.

2. In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

3. General understanding of the company’s business dynamics, global business and social perspective;

4. Educational and professional background

5. Standing in the profession;

6. Personal and professional ethics, integrity and values;

7. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

2.1 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

• shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 and other relevant laws.

3. Criteria of independence

3.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2 The criteria of independence shall be in accordance with guidelines as laid down in companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.3 The independent Director shall abide by the “code for independent Directors “as specified in Schedule IV to the companies Act, 2013.

4. Other directorships/ committee memberships

4.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of and the time involved in a director’s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

4.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

4.4 A Director shall not be a member in more than 10 committees or act as chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

20. Name and designation of compliance officer:

Mr. Chandrakant is the Company Secretary & Compliance Officer of the Company.

21. Details of complaints/requests received, resolved and pending during the year 2024-25:

Number of complaints	Number
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on	0
Number of complaints resolved	0
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2025	0
Complaintspendingas on March 31, 2025	0

Number of Share transfers pending for approval, as on March 31, 2025 0

21. Pecuniary Relationship or Transactions of the Non-Executive Directors VisÀ-Vis The Listed Company:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

A. CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS:

Policy:

1. Remuneration to Executive Director and key managerial personnel

2. 1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall limit approved by the shareholders.

1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

• 1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

• (ii) Perquisites and Allowances

• (iii) Stock Options

• (iv) Commission (Applicable in case of Executive Directors)

• (v) Retrial benefits

• (vi) Annual performance Bonus

1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

2. Remuneration to Non – Executive Directors

2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non – Executive Directors of the Company within the overall limits approved by the shareholders.

2.2 Non – Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

1. Remuneration to other employees

3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

B. REMUNERATION TO DIRECTORS PAID DURING THE FINANCIAL YEAR 202425 AND OTHER DISCLOSURES:

Name of the Director	Salary (Rs)	Sitting fees (Rs)	Number of shares held	Service Contrac ts	Stock Option Details	Fixed Compo nent	Perform ance Based Incentiv e
Ms. Maniza Khan	--	--	--	--	--	--	--
Mr. Rabindra Kumar Barik	--	--	--	--	--	--	--
Mr. Sanjay Kotthapalli	--	--	--	--	--	--	--
Mr. Sukesh Kumar Sharma	--	--	--	--	--	--	--
Mr. Amit Bansal	24,00,000		--	--	--	--	--

22. Independent directors’ meeting:

As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), a separate meeting of the Independent Directors of the Company (without the attendance of Non-Independent directors) was held on 29.01.2025, to discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board of Directors as whole;

2. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors of the Company were present at the meeting.

As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc. The details of the familiarization program is given at company’s website (www.krrailengg.com/ Investor Relations).

viii) Remuneration policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities should and individual performance.

Policy for selection of directors and determining directors’ independence:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

2.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Remuneration policy for Directors, key managerial personnel and other employees:

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

• 2.1 “Director” means a director appointed to the Board of the company.

• 2.2 “Key Managerial Personnel” means

• (i) The Chief Executive Office or the Managing Director or the Manager;

• (iv) The Chief Finance Officer; and

• (v) Such other office as may be prescribed under the companies Act, 2013

2.3“Nomination and Remuneration committee” means the committee constituted by Board in accordance with the provisions of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

23. Non-executive directors’ compensation and disclosures:

None of the Independent/Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

24. Outstanding GDR/ADR/Warrants or any convertible instruments, conversion date and likely impact on equity:

No GDRs/ ADRs/Warrants has been issued by the Company or Convertible Instruments has been issued by the Company

25. Number of shares and convertible instruments held by nonexecutive directors:

None of the Non-executive Directors hold equity shares or convertible instruments of the Company.

26. Disclosure of commodity price risks and commodity hedging activities: The Company has no hedging of any commodities at present.

27. Details on general body meetings:

A. Location, date and time of last three AGMs and special resolutions there at as under:

under:
Financial Year	Date	Time	Location	Special / Ordinary Resolution
2023-24	30.09.2024	10.00 AM	through Video Conferencing (''VC'') / Other Audio-Visual Means ("OAVM")	3 Ordinary Resolutions & 2 Special Resolutions
2022-23	30.09.2023	10.00 AM	3rd Floor, Sai Krishna, Plot No.797 A, Road No.36, Jubilee Hills, Hyderabad, Telangana, 500033	2 Ordinary Resolution & 1 Special Resolutions
2021-22	30.11.2022	2.00 PM	12-5-32/8, Bhatukammakunta Vijapuri, South Lallaguda Secunderabad Hyderabad TG 500017	5 Ordinary Resolutions & 3 Special Resolutions

B. Location, date and time of EGM held during F.Y.2024-25 and special resolutions there at as under:

Extraordinary General Meeting of the Company was held as on Saturday, 11th May 2024, at 11.00 a.m. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). and passed the following resolutions:

• i. Appointment of Mr. Shaik Suhail Nasir (DIN: 06866848) as an Additional (Executive) Director of the Company

• ii. Appointment of statutory auditor to fill the casual vacancy caused by resignation:

Extraordinary General Meeting of the Company was held as on Saturday, 06th July 2024, at 11:00 a.m. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”).

• i. Modification of the objects of the preferential issue Mentioned in the EGM Notice dated January 16, 2023

28. Passing of Resolutions By Postal Ballot

There were no resolutions passed by the Company through Postal Ballot during the financial year 2024-25.

29. Means Of Communication:

Effective communication of information is an essential component of Corporate Governance. It is a process of sharing information, ideas, thoughts, opinions and plans to all stakeholders which promotes management-shareholder relations. The Company regularly interacts with Members through multiple channels of communication such as results announcement, annual report, media releases, Company’s website and subject specific communications.

The quarterly, half yearly and annual results of the Company’s performance are published in leading newspapers such as Business Standard and Navatelangana. These results are also made available on the website of the Company https:// www.krrailengg.com/investor-relations/ quarterly-results/. The website also displays vital information relating to the Company and its performance, official press releases and presentation to analysts.

All price sensitive information and matters that are material to Members are disclosed to the respective Stock Exchanges where the securities of the Company are listed. The Quarterly Results, Shareholding Pattern and all other corporate communication to the Stock Exchanges are filed through NSE Electronic Application Processing System (NEAPS) and BSE Listing Centre, for dissemination on their respective websites. The stock exchange filings are also made available on the website of the Company https:// www.krrailengg.com.

30. General shareholder information:

A. Annual general meeting:

The 42[nd] Annual General Meeting of the Company will be held as per the following schedule:

schedule:
Day	Monday
Date	29.12.2025

Time	02.00 PM
Venue	Through Video Conferencing ("VC") / Other Audio-Visual Means (“OAVM’). The AGM shall be deemed to be held at 3rd Floor, Sai Krishna, Plot No.797 A, Road No.36, Jubilee Hills, Hyderabad, Telangana, 500033

B. Financial Year Calendar 2024-25 (Tentative Schedule)

The financial calendar (tentative) shall be as under:

Financial Year	2024-25
First QuarterlyResults	14.08.2024
Second QuarterlyResults	14.11.2024
Third QuarterlyResults	14.02.2025
Fourth QuarterlyResults	29.05.2025
Annual General Meeting for year ending 31st March, 2025	30.09.2025

C. Dividend Payment Date: No Dividend was declared during the Financial Year 202425.

D. Listing on stock exchanges & address:

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The Company has paid the listing fees for the year 2024-25 to both the Stock Exchanges.

BSE Limited KR RAIL Address: BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001.

E. Registrar and share transfer agents:

M/s. Aarthi Consultants Private Limited Address: 1-2-285, Domalguda, Hyderabad – 500 029 Phone: 040-27638111, 27634445 Email: info@aarthiconsultants.com

F. Share transfer system:

The transfers are normally processed within 10-12 days from the date of receipt, if the documents are complete in all respects. The Company Secretary has been empowered to approve the transfer of shares.

Effective April 1, 2019, SEBI has amended Regulation 40 of the SEBI Listing Regulations, which deals with transfer, transmission or transposition of securities. According to this amendment, the requests for effecting the transfer of listed securities shall not be processed unless the securities are held in dematerialised form with a Depository. Therefore, for effecting any transfer, the securities shall mandatorily be required to be in demat form.

Shares received for transfer by the Company or its Registrar and Share Transfer Agent in physical mode are processed and all valid transfers are approved. The share certificate(s) is/are duly transferred and dispatched within a period of 15 days from the date of receipt.

According to SEBI, this amendment will bring the following benefits:

• It shall curb fraud and manipulation risk in physical transfer of securities by unscrupulous entities.

• Transfer of securities only in demat form will improve ease, convenience and safety of transactions for investors.

G. Dematerialisation & liquidity of shares:

KR Rail Shares are tradable in Electronic Form. The Company has established electronic connectivity through Aarthi Consultants Private Limited with both the depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The International Securities Identification Number (ISIN) allotted to our shares under the Depository System is INE078T01026. As on March 31, 2025 98.48% of the shares were held in Dematerialised form and the rest in physical form.

hysical form.
Particulars	No. of Shares	% Share Capital
NSDL	2,10,06,218	73.68
CDSL	70,35,626	24.68
PHYSICAL	4,67,800	1.64
Total	2,85,09,644	100

We request the shareholders whose shares are held in physical mode to dematerialize the shares and update their bank accounts with the depository participants.

H. Book closure date:

The date of Book Closure for the purpose of Annual General Meeting and determining the shareholders’ entitlement for dividend shall be from 24.09.2025 to 30.09.2025 (both days inclusive).

I. Electronic connectivity:

Demat ISIN Number: INE078T01026

J. National Securities Depository Limited

Trade World, Kamala Mills Compound Senapati Bapat Marg, Lower Parel Mumbai – 400 013.

K. Central Depository Services (India) Limited

Marathon Futurex, A-Wing, 25th floor, NM Joshi Marg, Lower Parel, Mumbai 400013

L. Shareholding Pattern as on 31st March, 2025:

S. No.	CATEGORY OF SHAREHOLDER	No. of shares held	Percentage of shareholding
(A)	PROMOTER AND PROMOTER GROUP
(1)	INDIAN:
(a)	Individual	5661442	19.86
(b)	Others	6974796	24.46
	Sub-Total A(1) :	1,26,36,238	44.32
(2)	FOREIGN:	--
(a)	Individuals	--
	Sub-Total A(2) :	--
	Total A=A(1)+A(2)	1,26,36,238	44.32
(B)	PUBLIC SHAREHOLDING
(1)	INSTITUTIONS:
(a)	Financial Institutions /Banks	--
(b)	Foreign Institutional Investors	245500	0.86

	Sub-Total B(1) :	2,45,500	0.86
(2)	NON-INSTITUTIONS:
(a)	Bodies Corporate	1277015	4.48
(b)	Individuals	14214979	49.86
	Sub-Total B(2) :	1,54,91,994	54.34
(C)	OTHERS:
(1)	HUF	--
(2)	EMPLOYEES	--
(3)	CLEARING MEMBERS	--
(4)	FOREIGN BODIES	--
(5)	FOREIGN NATIONALS	--
(6)	CORPORATE BODY - OTHERS	--
(7)	NON RESIDENT INDIANS	71,192	0.25
(8)	TRUSTS	--
	Sub-Total C:	71,192	0.25
	Total B=B(1)+B(2) :	1,57,37,494	55.2
	Total(A+B) :	2,83,73,732	99.75
	GRAND TOTAL(A+B+C) :	2,85,09,644	100.00

M. Disclosures:

A. Materially Significant Related Party Transactions

During the year under review, the Company had not entered in to any materially significant transaction with any related party that may have potential conflict with the interests of the Company at large. The Audit Committee has issued omnibus approval for the Related party transactions with in the limits. Transactions with the Related Parties as required under Ind AS are disclosed in Note No.35 of the standalone financial statements forming part of this Annual Report.

B. Compliances

No Penalties were imposed during the period under Report.

C. Whistle Blower Policy (Set up in terms of Sec 177 of the Companies Act, 2013 read with Regulation 22 of SEBI LODR Regulations, 2015)

With a view to adopt the highest ethical standards in the course of business, the Company has a whistle blower policy in place for reporting the instances of conduct which are not in conformity with the policy. Directors, employees, vendors or any person

having dealings with the Company may report non–compliance to the Chairman of the Audit Committee, who reviews the report. Confidentiality is maintained of such reporting and it is ensured that the whistle blowers are not subjected to any discrimination. No person was denied access to the Audit Committee.

D. Details of compliance with mandatory requirements and adoption of the nonmandatory requirements:

The Company has complied with the mandatory requirements of SEBI (LODR) Regulations, 2015 and is in the process of implementation of non– mandatory requirements.

E. Policy on Material Subsidiaries

In terms of Regulation 34(3) of the SEBI (LODR) Regulations, 2015 the Board of Directors of the Company has adopted a policy with regard to determination of material subsidiaries. The policy is placed on the Company’s website: www.krrailengg.com

F. Policy on Related Party Transactions

The Policy on dealing with Related Party Transactions is available on the Company’s website: www.krrailengg.com

G. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A) etc.,

During the year ended 31[st] March 2025, there were no proceeds from public issues, rights issues, preferential issues etc.

• H. None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any such statutory authority. A Certificate to this effect, duly signed by the Practicing Company Secretary is annexed to this Report.

I. Recommendations of Committees of the Board

There were no instances during the financial year 2024-25 wherein the Board had not accepted the recommendations made by any Committee of the Board.

• J. Total fee for all services paid by the listed entity and its subsidiaries on a consolidated basis, to the statutory auditor and all entities in the network firm/ network entity of which the statutory auditor is a part;

Payment to Auditors	Amount in Rs. (INR)
StatutoryAudit fees includinglimited review	6,50,000/-
Certification & other attest services	--
Non–audit services	--
Outlays and Taxes	--
Total	6,50,000

K. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has established an appropriate mechanism for dealing with complaints in relation to Sexual Harassment of Women at Workplace, in accordance with its Policy on Prevention of Sexual Harassment at Workplace (‘POSH’) which is available on the website of the Company. There was on Complaints received during the financial year.

L. Non-compliance of any requirement of Corporate Governance Report of subparas (2) to (10) of Schedule-V:

The company has complied with the requirement of Corporate Governance Report of sub–paras (2) to (10) of Schedule–V of the Securities Exchange Board of India (LODR) Regulations, 2015.

M. Adoption of discretionary requirements as specified in Part E of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

With regard to discretionary requirements, the Company has adopted clauses relating to the internal auditor directly reporting to the Audit Committee.

• N. The Disclosures of the compliance with Corporate Governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 are as follows:

Regulation Particulars of Regulations

Compliance

		status(Yes/No)
17	Board of Directors	Yes
18	Audit Committee	Yes
19	Nomination and Remuneration Committee	Yes
20	Stakeholders RelationshipCommittee	Yes
21	Risk Management Committee	Yes
22	Vigil mechanism	Yes
23	Related PartyTransactions	Yes
24	Corporate Governance requirement with respect to subsidiaryof listed entity	Yes
25	Obligations with respect to Independent Directors	Yes
26	Obligation with respect to Directors and senior management	Yes
27	Other Corporate Governance requirements	Yes. Regulation 46(2)(b) to (i) Functional Website

O. Disclosure with respect to Demat suspense account/unclaimed suspense account

There are no instances with respect to Demat suspense account/unclaimed suspense account.

P. Compliance with SEBI (listing obligations and disclosure requirements) regulations, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has framed the following policies which are available on Company’s website i.e. www.krrailengg.com

• Board Diversity Policy

• Policy on preservation of Documents

• Policy for Materiality.

Q. Code of Conduct

The Board of Directors has laid down a ‘Code of Conduct’ (code) for all the Board members and the Senior Management of the Company and this code is posted on the website of the company. Annual declaration is obtained from every person covered by the code.

The Company has a comprehensive Code of Conduct for prevention of insider trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board has formulated a Code of Conduct to regulate, monitor and report trading by insiders and the Board has also adopted a code of practices and procedures for fair disclosure of un–published price sensitive information, in order to align the same with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

R. Disclosure of Accounting Treatment

The Company has complied with the appropriate accounting policies and has ensured that they have been applied consistently. There have been no deviations from the Indian Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with relevant rules.

S. Non-Executive Directors´ Compensation and Disclosures

None of the Independent / Non–Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

T. CEO / CFO Certification

In terms of regulation 17(8) of the Listing Regulations, the CFO made a certification to the Board of Directors which has been reviewed by the Audit Committee and taken on record by the Board and enclosed as Annexure-I to this Annual Report.

For and on behalf of the Board of Directors K&R Rail Engineering Limited

Sd/- Sd/Place: Hyderabad Rahmath Unnisa Amit Bansal Date: 04.12.2025 Independent Director Whole Time Director (DIN: 10945055) (DIN: 06750775)

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

This is to confirm that the Company has obtained from all the Members of the Board and Senior Management Personnel affirmation that they have complied with the Code of Conduct for Directors and Senior Management Personnel as required under Regulation 26(3) of the Listing Regulations for the FY 2024-25.

For and on behalf of the Board of Directors K&R Rail Engineering Limited

Sd/- Sd/Place: Hyderabad Rahmath Unnisa Amit Bansal Date: 04.12.2025 Independent Director Whole Time Director (DIN: 10945055) (DIN: 06750775)

PARTICULARS OF EMPLOYEE

- (As per Sub section (12) of section 197 of the Act and rules made thereof as amended from time to time)

A. Statement of particulars as per Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.

The remuneration and perquisites provided to the employees and Management are at par with the industry levels. The remunerations paid to Whole-time Directors and Senior Executives are reviewed and recommended by the Nomination and Remuneration Committee.

• i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

S No.	Name of the Director(s)	Designation	Ratio of remuneration to MRE*
Remuneration
1.	Mr S K SHARMA	DIRECTOR	5
2.	Mr K SANJAY	DIRECTOR	1
3.	Mr AMIT BANSAL	Wholetime Director & CFO	12
4.	Mr K R PRAHLADA RAO	CFO	6
5.	Mr NARASIMHAM	COMPANY SECRETARY	4

*MRE: Median Remuneration of Employees

Note:

• a) S No. 1 to 4 are related to sitting fees paid to Non-Executive Director a) S No. 5 & 6 Remuneration includes monthly salary, perquisites and annual/performance pay

• b) “Median” means:

• i. the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all

the observations from lowest value to highest value and picking the middle one;

• ii. if there is an even number of observations, the median shall be the average of the two middle values.

• ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the financial year: NIL

S No .	Name of the Director(s)	Designation	Designation	Remuneration	Remuneration	Remuneration	% Increase/ (Decrease) in Remunerati on	% Increase/ (Decrease) in Remunerati on
				FY 2024-25		FY 2023- 24
Remuneration
1.		Managing Director
2.	Mr Amit Bansal	Wholetime Director & CEO		24,00,000		24,00,000	0
3.	Mr K R Prahlad Rao	CFO		12,00,000		12,00,000	0
4.	Mr Narasimha rao	Company Secrertary		3,30,000		0	0
iii. The percentage increase in the median remuneration of employees in t financial year: -_NIL %
S No.	Particulars		Remuneration					% Increase/ (Decrease)
			FY 2024-25		FY 2023-24
1.	*Median Remuneration of all the employees per annum		1.71 Lakhs		1.70 Lakhs			0

iii. The percentage increase in the median remuneration of employees in the financial year: -_NIL %

*Employees who have served for whole of the respective financial years have been considered.

• iv. The number of permanent employees on the rolls of company:_80 Employees.

• v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

• a) The average percentile increase already made in the salaries of employees excluding key managerial personnel is NIL%.

• b) The Key managerial personnel remuneration was increased around as below. (Including all the perquisites). However, the amount may vary due to the variation of period of increment.

==> picture [461 x 315] intentionally omitted <==

----- Start of picture text -----

S Particulars Details Justification (in
No. (in %) case of
increase in
point no.2)
1. Average percentage increase in the
remuneration of all Employees (Other than Key
Managerial Personnel)
2. Average Percentage increase in the
Remuneration of Key Managerial Personnel
<> (Managing Director)
NIL
<> (Executive
Director/CFO
<> (Company Secretary)
----- End of picture text -----*

• vi. affirmation that the remuneration is as per the remuneration policy of the company: Yes, the remuneration is as per the remuneration policy of the company.

Annexure-1(b)

vii. the Names of the top ten employees in terms of remuneration drawn and the name of every employee:

S No.	Name of the Employe e	Design ation of the employ ee	Remun eration receive d Rs in lakhs	Nature of employ ment whethe r contrac tual or otherwi se	Qualific ation and experie nce of the employ ee	Date of comme ncemen t of employ ment	The age of the emp loye e	The last employ ment held by such employe e before joining the Compan y	% of equity shares held by the employ ee in the compan y	Whether any such employee is a relative of any director/ manager of the company and if so, name of such director or manager
1	AMIT BANSAL	CEO & DIRECT OR	24.00	FULL TIME	AMIE	17/11/2 017	53		No	No
2	K.PRAHA LLADA RAO	CFO	12.00	FULL TIME	B.COM - CA Inter 1 Gr.	09-06- 2021	56		No	No
3	BHAVAN ARAYAN A	CAD - HEAD	9.02	FULL TIME	B.Tech (Civil)	06-01- 2021	57		No	No
4	MANOJ KUMAR JHA	GM - BUSINE SS DEVEL OPMEN T	7.20	FULL TIME	B.SC (Honour s)	28/2/20 23	57		No	No
5	ANKUSH RATHOD	Project - Surveyo r	7.00	FULL TIME	B.Tech (Civil)	08-01- 2017	38		No	No
6	HARI BRAHMA M	MANAG ER ACCOU NTS	6.00	FULL TIME	B.COM	27.05.2 022	49		No	No
7	MOHAM MED FOWJUD EEN	PROJE CT - HEAD	14.40	FULL TIME	B.Tech (Civil)	6.12.20 22	45		No	No
8	MULLAH	MANAG		FULL	B.Tech	23.12.2	39		No	No

			THOUFIQ H	ER - MAINTE NANCE	6.00	TIME	(Civil)	021
		9	KRISHNA PRADEE P .Y	GM - LEGAL	6.12	FULL TIME	BA LLB	09.05.2 022	49		No	No
		10	VENKAT A KARTHIK PALAMU RI	GM - SYSTE MS ADMIN	6.00	FULL TIME	B.TECH (CS)	10.11.2 021	41		No	No
			Place: Hyderabad Date: 04.12.2025

REPORT ON CSR ACTIVITIES

[Pursuant to section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. A brief Outline of Company’s CSR Policy, including overview of projects or programmes undertaken/ proposed to be undertaken:

As an integral part of our commitment to good corporate citizenship, the Company believes in actively assisting in improvement of the quality of life of people in communities, giving preference to local areas around our business operations. Our Company clearly recognizes the long-term benefits of such an association over tangible results in the short-term, and strongly believes that the spend of contribution in all CSR activities would always depend on identifying the right projects. Towards achieving long-term stakeholder value creation, we shall always continue to respect the interests of and be responsive to our key stakeholders - the communities, especially those from socially and economically disadvantaged groups. CSR at the Company shall be underpinned by ‘More from Less for More People’ philosophy which implies striving to achieve greater impacts, outcomes and outputs of our CSR projects and programmes by judicious investment and utilization of financial and human resources, engaging in like-minded stakeholder partnerships for higher outreach benefitting more lives. Corporate citizenship is a natural extension of the Company’s values and personality. For a brand that is all about dependability, your Company recognizes the symbiotic relationship between the various stakeholders to strengthen communities.

Discovering once again the social responsibility of developing economic, social and environmental capital towards sustainability, K&R Rail Engineering Limited crafted CSR projects in achieving the mission. K&R Rail Engineering Limited believes and strives hard in sustainable development of society in which the enterprise draws economic and natural resources by enriching its capacity in contributing to the significant positive change in the economy.

Corporate Social Responsibility (CSR) is fundamentally a philosophy or a vision about the relationship of business and Society. The emerging concept of CSR goes beyond charity and requires the company to act beyond its legal obligations and to integrate social, environmental and ethical concerns into company’s business process.

The projects undertaken are within the broad framework of Schedule VII of the Companies Act, 2013 (‘the Act’). Our Company is focused on working on projects that have a high impact on the communities in which we live and operate.

2. Composition of *CSR Committee:

The details of the composition of the committee are given below:

S. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1.	Mrs. Rahmath Unnisa	Chairperson, Independent Director	2	2
2.	Mr. Ashwani Kumar Soni	Member, Independent Director	2	2
3.	Mr. Sanjay Kothapalli	Member, Non- Executive Director	2	2

Note: 1. The Committee was re-constituted by the Board of Directors at their meeting held on 21.07.2025.

2. The Meeting of the Committee was held on 29.05.2024 and 11.11.2024

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

The Committee has formulated a CSR Policy inter-alia indicating the CSR activities to be undertaken by your Company as per the Companies Act, 2013. The Committee reviews and recommends the amount of expenditure and CSR activities to be undertaken by your Company. The Committee also monitors the implementation of the CSR Policy of your Company from time to time. Details of the Policy of your Company are available at https://krrailengg.com/investors-relations/kr-policies/

4. Provide the executive summary along with the web-link of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable since the Company’s average CSR obligation is less than Rupees Ten Crores in the three immediately preceding financial years.

Sl. No.	Particulars	Amount in INR
(a)	Average Net Profit of the Company as per sub-section (5)of section 135	8,64,04,315
(b)	Two percent of average net profit of the company as per sub-section(5)of section 135	17,28,100
(c)	Surplus arising out of the CSR projects or programmes or activities of theprevious financialyears.	0
(d)	Amount required to be set off for the financial year, if any	0
(e)	Total CSR obligation for the financialyear[(b)+(c)-(d)].	17,28,100

6. a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs.17,50,000 /-

• b) Amount spent in Administrative overheads: Nil

• c) Amount spent on Impact Assessment, if applicable: Nil

• d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs.17,28,100 /-

• e) CSR amount spent or unspent for the financial year:

Amount Unspent in INR Total Total Amount transferred Amount transferred to any fund Amount to Unspent CSR Account specified under Schedule VII as per Spent for as per section 135(6). second proviso to section 135(5). the Financial Year. in INR Amount. Date of Name of the Amount. Date of transfer. Fund transfer. 17,50,000 NA NA NA nil

(f) Excess amount for set off, if any: NIL

Sl. No.	Particulars	Amount in INR
(i)	Two percent of average net profit of the Company as per sub-section(5)of secion135)
(ii)	Total amount spent for the Financial Year
(iii)	Excess amount spent for the financialyear
(iv)	Surplus arising out of the CSR projects or programmes or activities of theprevious financialyears, if any
(v)	Amount available for set off in succeedingfinancialyears

7. Details of Unspent CSR amount for the preceding three financial years: NIL

Sl. No.	Preceding Financial Year.	Amount transferred to Unspent CSR Account under section 135 (6) (in Rs.)	Balance Amount in Unspent CSR Account under sub- section (6) of section 135 (in Rs.)	Amount Spent in the Financial Year (in Rs)	Amount transferred to a fund specified under Schedule VII as per section 135(6), if any.	Amount transferred to a fund specified under Schedule VII as per section 135(6), if any.	Amount transferred to a fund specified under Schedule VII as per section 135(6), if any.	Amount remaining to be spent in succeeding financial years. (in Rs.)	Deficiency, if any
					Name of the Fund	Amount (in Rs).	Date of transfer.
				NA

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section (5) of section 135: Not Applicable as the company has spent the entire CSR obligation.

For and on behalf of the Board of Directors K&R Rail Engineering Limited

Sd/- Sd/Place: Hyderabad Rahmath Unnisa Amit Bansal Date: 04.12.2025 Independent Director Whole Time Director (DIN: 10945055) (DIN: 06750775)

Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures

Part “A”: Subsidiaries

S. No.	Particulars	Details
1.	Name of the subsidiary	Robsons Engineering & Construction Private Limited
	The date since when subsidiary was acquired
2.	Reporting period for the subsidiary concerned, if different from the holding company’s reporting period	01st April 2024 – 31st March, 2025
	1. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries
	2. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. 3. Share capital (Rs.) 4. Reserves & surplus 5. Total assets 6. Total Liabilities	INR 1,00,000 2,69,77,908

==> picture [426 x 390] intentionally omitted <==

----- Start of picture text -----

7. Investments 31,28,19,763
8. Turnover 31,28,19,763
9. Profit before taxation NIL
10. Provision for taxation 56,37,04,744
11. Profit after taxation 1,11,22,207
12. Proposed Dividend 30,95,300
13. % of shareholding 80,26,907
NIL
100%
----- End of picture text -----

The following information shall be furnished: -

1. Names of subsidiaries which are yet to commence operations –

2. Names of subsidiaries which have been liquidated or sold during the yearNIL

Part “B”: Associates and Joint Ventures –

Name of Associates/Joint Ventures

1. Latest audited Balance Sheet Date

2. Shares of Associate/Joint Ventures held by

the

company on the year end

No.

• Amount of Investment in Associates/Joint Venture

• Extend of Holding %

• Description of how there is significant influence

• Reason why the associate/joint venture is not consolidated

• Net worth attributable to Shareholding as per latest audited Balance Sheet

• Profit / Loss for the year

• i. Considered in Consolidation

• ii. Not Considered in Consolidation

The following information shall be furnished:-

1. Names of associates or joint ventures which are yet to commence operations. NA

2. Names of associates or joint ventures which have been liquidated or sold during the year.- NA

K&R Rail Engineering Limited

Sd/- Sd/Place: Hyderabad Amit Bansal Rahmath Unnisa Date: 04.12.2025 Whole Time Director Chairperson (DIN: 06750775) (DIN: 10945055)

Annexures-_ to the Director’s Report

Form No. AOC-2

Particulars of contracts/arrangements made with related parties

[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014] This Form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis –Nil

2. Details of material contracts or arrangement or transactions at arm’s length basis

The details of material contracts or arrangement or transactions at arm’s length basis for the year ended March 31, 2025 are as follows:

Name(s) of the related party	Nature of relationship	Duration of the contracts	Salient terms	Date(s ) of approv al by the Board, **if any: **	Amount (Rs. In Lakhs)
Asma Estates & Investments Pvt Ltd	Shareholder	3 YEARS	Payment of Rent		40.49
AF Consultants	Shareholder	5 YEARS	Advance for Services		22.00
Robsons Engineering & Constructions Pvt Ltd	100% Subsidiary	3 Years	Loan given		662.36

K&R Rail Engineering Limited

Sd/- Sd/Place: Hyderabad Amit Bansal Rahmath Unnisa Date: 04.12.2025 Whole Time Director Chairperson (DIN: 06750775) (DIN: 10945055)

Certificate of Non-Disqualification of Directors

[Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Board of Directors K&R Rail Engineering Limited 3rd Floor, Sai Krishna, Plot No.797 A, Road No.36, Jubilee Hills, Hyderabad, Telangana, 500033.

I have examined the relevant registers, records, forms, returns and disclosures received from K&R Rail Engineering Limited having CIN: L45200TG1983PLC082576 and having registered office at K&R Rail Engineering Limited 3rd Floor, Sai Krishna, Plot No.797 A, Road No.36, Jubilee Hills, Hyderabad, Telangana, 500033 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

S. No	DIN No. / Pan No.	Name of the Director	Designation
1.	06750775	Mr. Amit Bansal	Executive Director
2.	06866848	Mr. Shaik Suhail Nasir	Executive Director
3.	08449196	Mr. Sukesh Kumar Sharma	Executive Director
4.	00001401	Mr. Sanjay kothapalli	Non-Executive - Non Independent Director
5.	10945055	Mrs. Rahmath Unnisa	Non-Executive & Independent Director
6.	11194767	Mr. Ashwani Kumar Soni	Non-Executive & Independent

Director 7. AKMPR1779B Mr. Kulkarni Prahallada Rao Chief Financial Officer

Ensuring the eligibility of for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/Date: 12.11.2025 Sanjeev Dabas Place: New Delhi M.No. A65138, C.No.24418 UDIN: A065138G001843728 Peer Review Certificate No: 5677/2024

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of K&R Rail Engineering Limited Hyderabad

I have examined the compliance of conditions of Corporate Governance by K&R Rail Engineering Limited (‘the Company’), for the Financial Year ended 31st March 2025, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

We have conducted our examination on the basis of the relevant records and documents maintained by the Company and furnished to us for the purpose of the review and the information and explanations given to us by the Company during the course of such review

The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management of the Company, we certify that the Company has in all material respect complied with the conditions of Corporate Governance as stipulated in the above mentioned SEBI Listing Regulations, as applicable.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/Date: 12.11.2025 Sanjeev Dabas Place: New Delhi M.No. A65138, C.No.24418 UDIN: A065138G001843662 Peer Review Certificate No: 5677/2024

FORM MR -3 SECRETARIAL AUDIT REPORT

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH, 2025

To,

The Members,

K&R RAIL ENGINEERING LIMITED

We have conducted the Secretarial Audit of the Compliance of applicable statutory provisions and the adherence to good corporate practices by K&R RAIL ENGINEERING LIMITED (hereinafter called K&R RAIL/ the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the K&R RAIL books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the Financial Year commencing from 01st April, 2024 and ended 31st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and Compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by K&R RAIL ENGINEERING LIMITED (“the Company”) for the financial year ended on 31[st] March, 2025 according to the provisions of:

2. a. The Companies Act, 2013 (the Act) and the rules made thereunder;

3. b. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

4. c. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

5. d. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; N.A

6. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) is furnished hereunder for the financial year 2024-25: -

7. a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011; including the provisions with regard to disclosures and maintenance of records required under the said Regulations;

8. b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and Amended Regulations 2018; The Company has framed code of conduct for regulating & reporting trading by insiders and for fair disclosure and displayed the same on the Company’s website i.e., www.krrailengg.com

9. c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 - Not Applicable as there was no reportable event during the financial year under review ;

10. d. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not Applicable as the Company has not issued any Employee Stock Options during the year under review .

11. e. The Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) Regulations, 2021: Not Applicable as the Company has not issued any debt securities during the year under review .

12. f. The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client; Not Applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the year under review .

13. g. Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable as the company has not delisted/ proposed to delist its equity shares during the year under review.

14. h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. Not Applicable as the Company has not bought back/ proposed to buy-back any of its securities during the year under review.

    • i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

15. I have also examined compliance with the applicable clauses of the following:

16. a. Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

17. b. Securities and Exchange Board of India Act, 1992 & Circulars, Master Circulars and Regulations issued by SEBI and applicable to the Company.

18. We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory financial auditor and other designated professionals.

19. As per the information and explanations provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, i report that

20. a. As per the information and explanations provided by the company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we report that the Company has not made any GDRs/ ADRs or any Commercial Instrument under the financial year under report.

21. b. The provisions of the Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of:

22. c. External Commercial Borrowings were not attracted to the Company under the financial year under report;

23. d. Foreign Direct Investment (FDI) was compiled by the company under the financial year under report;

24. e. Overseas Direct Investment by Residents in Joint Venture/ Wholly Owned Subsidiary abroad was not attracted to the company under the financial year under report.

I further report that:-

• The Company has Whole Time Director Namely Mr. Amit Bansal

• The company has a Company Secretary namely Mr. Narasimham

• The Company has the internal auditors namely M/s. M G S Reddy & CO., Chartered Accountants.

• The company has the Statutory Auditors namely M/s J. Singh & Associates., Chartered Accountants.

• The company has a chief financial officer namely Mr. K. Prahallada Rao,

Note :

During the year M/s E Srinivas & Co, resigned as Internal Auditor w.e.f. 03.01.2025 and M/s M G S Reddy & Co., was appointed as Internal Auditor w.e.f. 03.01.2025

1. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above including the following:

2. a. During the year the Company has conducted 9 meetings of the Board of Directors, 6 Meetings of Audit Committee meeting, 1 Nomination and Remuneration Committee Meetings, 4 meeting of Stakeholders and Relationship Committee Meeting and 1 meeting of Independent Directors Committee Meeting.

3. b. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

4. c. Adequate notice of board meeting is given to all the directors along with agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and meaningful participation at the meeting.

5. d. As per the minutes of the meeting duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

6. e. I further report that during the year under report, the Company has not undertaken event/action having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. other than those already disclosed to Stock Exchange i.e., BSE.

7. f. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Sd/Date: 12.11.2025 Sanjeev Dabas Place: New Delhi M.No. A65138, C.No.24418 UDIN: A065138G001129841 Peer Review Certificate No: 5677/2024

This report is to be read with our letter of even date which is annexed as “ Annexure A ” and forms an integral part of this report.

To,

The Members,

K&R RAIL ENGINEERING LIMITED

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records, registers is the responsibility of the management of the Company. Our Responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc.

5. The Compliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Dabas S & Co

Sd/Date: 12.11.2025 Sanjeev Dabas Place: New Delhi M.No. A65138, C.No.24418 UDIN: A065138G001129841 Peer Review Certificate No: 5677/2024

FORM MR -3 SECRETARIAL AUDIT REPORT

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

To,

The Members,

M/s. Robsons Engineering & Constructions Private Limited

I have conducted the Secretarial Audit of the Compliance of applicable statutory provisions and the adherence to good corporate practices by ROBSONS ENGINEERING & CONSTRUCTIONS PRIVATE LIMITED (hereinafter called ROBSONS/ the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the ROBSONS books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial period ended on 31[st] March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and Compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by ROBSONS ENGINEERING & CONSTRUCTIONS PRIVATE LIMITED (“the Company”) for the financial year ended on 31[st] March, 2025 according to the provisions of:

• e. The Companies Act, 2013 (the Act) and the rules made thereunder;

• f. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

• g. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; N.A

• h. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• i. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

• j. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011; N.A

• k. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; N.A

• l. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. N.A

• m. Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

• n. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; N.A

• o. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; N.A

• p. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, and dealing with client; N.A

• q. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; N.A and

• r. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; N.A

• (vi) Compliances/ processes/ systems under other applicable Laws to the Company are being verified on the basis of periodic certificate submitted to the Board of Directors of the Company.

I have also examined compliance with the applicable clauses of the following:

• a. Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

• b. The Listing Agreements entered into by the Company with Stock Exchange read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. N.A

I report that the Board of Directors of the Company is duly constituted. The changes in the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through were captured and recorded as part of the minutes of the meeting.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines and Company is in process of reviewing & strengthening the same.

Sd/Date: 12.11.2025 Sanjeev Dabas Place: New Delhi M.No. A65138, C.No.24418 UDIN: A065138G001130501 Peer Review Certificate No: 5677/2024

This report is to be read with our letter of even date which is annexed as “ Annexure A ” and forms an integral part of this report.

To,

The Members,

ROBSONS ENGINEERING & CONSTRUCTIONS PRIVATE LIMITED

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records, registers is the responsibility of the management of the Company. Our Responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc.

5. The Compliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Dabas S & Co

Sd/-

Date: 12.11.2025 Sanjeev Dabas Place: New Delhi M.No. A65138, C.No.24418 UDIN: A065138G001130501 Peer Review Certificate No: 5677/2024

1

MANAGEMENT DISCUSSION ANALYSIS

Indian Economy: Railways

The Indian Railway Budget 2025-26 focused heavily on massive capital expenditure (₹2.65 lakh crore) for infrastructure, electrifying lines, safety (₹1.16 lakh crore), and new trains (200 Vande Bharat, 100 Amrit Bharat), aiming for higher freight (1.88 lakh cr) & passenger (92,800 cr) revenues, targeting 98.43% operating ratio, and accelerating new lines, doubling, and station redevelopment to boost capacity and modernization.

Key Highlights of the Budget: -

• Capital Expenditure (Capex): ₹2,65,200 crore allocated, maintaining high investment for infrastructure.

• Revenue Targets: Aiming for ₹3.02 lakh crore total revenue, with freight at ₹1.88 lakh crore and passenger revenue at ₹92,800 crore.

• Fleet Expansion: Approval for 200 Vande Bharat trains, 100 Amrit Bharat trains, and 17,500 general coaches.

• Safety & Modernization: ₹1.16 lakh crore for safety initiatives (track renewal, signalling) and new ROBs/RUBs.

• Infrastructure Growth: Significant funds for new lines (₹32k cr), track doubling (₹32k cr), and gauge conversion.

• Operating Ratio: Projected at 98.43%, showing improved efficiency.

• Electrification: Expected to be fully completed by end of FY 2025-26.

• Freight Capacity: Targeting 1.6 billion tonnes cargo capacity, making Railways second largest globally.

• Focus Areas:

• Passenger Experience: More modern trains (Vande Bharat, Amrit Bharat) for better short-distance connectivity.

• Safety: Continued focus on Kavach system, track upgrades, and level crossing elimination.

• Infrastructure: Aggressive expansion of network (new lines, doubling) and station redevelopment.

• Sustainability: Full electrification and renewable energy push.

The Union Budget for 2025-26 did not announce entirely new rail corridor programs , but focused on the continued, accelerated development of the three major economic railway corridors announced in the previous interim budget (2024-25).

The three ongoing economic corridors are:

• Energy, Mineral, and Cement Corridors: Aims to provide efficient transportation for key raw materials.

• Port Connectivity Corridors (Rail Sagar): Designed to improve connectivity between ports and the rail network.

2

• High-Traffic Density Corridors (Amrit Chaturbhuj): Focused on decongesting the busiest routes of the existing network.

The budget allocated substantial funds for new line construction and ongoing projects across various states as part of the overall infrastructure push. The total capital expenditure allocation for the Railways in FY 2025-26 was ₹2.65 lakh crore.

Specific ongoing projects receiving allocations in the 2025-26 budget include:

• Mumbai-Ahmedabad High-Speed Rail: Received ₹19,000 crore.

• Delhi-Ghaziabad-Meerut RRTS: Allocated ₹2,918 crore.

• Rishikesh-Karnaprayag New Line: Work is in advanced stages for this 125 km project in Uttarakhand.

• New lines in Odisha: Ongoing projects include Gunupur-Therubali and JunagarhNabarangpur new lines.

The government's long-term plan aims to lay 40,000 km of new tracks under these corridor programs to enhance network capacity and eliminate ticket waitlists by 2030-31.

Overall, while the economy is well poised to deliver strong growth and Railway Infrastructure coupled with Housing demand will play a major role in Infrastructure development in India.

K&R Rail Engineering Limited to meet the last Rail connectivity has bid for the following Projects for the following clients: -

• 1) Subarnarekha Port Private Limited taking off from Amarda Road Station.

• 2) Vedanta Aluminium Project at Lanjigarh

• 3) Heidelberg Cement (India) Limited at SSTPP, Khandwa (M.P.).

• 4) Crest Steel Limited taking off from Rasmara station (Durg) Chhattisgarh.

• 5) AMNS for Development of ‘Gati Shakti Cargo Terminal’ at Dalki, Barbil

• 6) Ultratech Cements Limited at Maihar Cement Works, P.O. Sarla Nagar, Satna, M.P

• 7) Aditya Birla Cements Limited at Sarlanagar Cement Works, Sedam.

K&R Rail Engineering Limited has entered into a strategic MOU with the Indian Port Rail Corporation Limited (PRCL) for executing Projects of more than 500 Crores.

Global Economy: Railway

Railways has globally emerged as the choice of mass transit system because it helps in mitigating the global concerns wrt. the climate change, sustainable development etc. Therefore, all the countries with aspirations to develop further are taking cue from countries like Saudi Arabia, UAE, Japan, South Korea, E.U., China, Singapore and building modern Railway Infrastructure.

Major railway infrastructure expansion is happening globally, led by China (massive HSR network), the Middle East (Saudi Arabia, Iraq investing heavily), India (Mumbai-

3

Ahmedabad HSR), Southeast Asia (Thailand, Malaysia projects), Europe (France's Grand Paris, Ukraine's EU link), US (Bipartisan Infrastructure Law), and new African projects connecting landlocked nations like Burkina Faso, Mali, Niger , with major players like India and China financing international links like the China-Kyrgyzstan-Uzbekistan Railway.

Key Regions & Countries:

• Asia:

• China: World leader, constantly expanding its vast network and funding Belt & Road projects.

• India: Mumbai-Ahmedabad HSR, plus IRCON's international projects in Bangladesh, Sri Lanka.

• Southeast Asia: Jakarta-Bandung HSR (Indonesia), Malaysia's East Coast Rail Link, Thailand's Bangkok-Nong Khai project.

• Central Asia: China-Kyrgyzstan-Uzbekistan railway beginning construction.

• Middle East:

• Saudi Arabia: Leading with numerous large-scale projects like the Riyadh Metro.

• Iraq & Oman: Significant ongoing rail investments.

• Africa:

• West Africa: Burkina Faso, Mali, Niger building a major trans-Sahel railway.

• Egypt, Algeria, Morocco: Modernizing trams and building new lines with international backing.

• Europe:

• France: Grand Paris Express (major metro expansion).

• Ukraine: Building European-gauge lines from the west for better EU integration.

• Baltics (LT, LV, EE): Building Rail Baltica to connect to the EU network.

• North America:

• USA: Historic investment via the Bipartisan Infrastructure Law for passenger rail.

These investments focus on high-speed rail, urban metro systems, freight corridors, and improving connectivity, driven by economic growth, trade, and modernization goals.

4

HUGE OPPORTUNITY IN RAIL INFRASTRUCTURE IN MIDDLE EAST AND AFRICA. STRATEGY TO LEVERAGE THE OPPORTUNITIES:

K&R Rail Engg. Ltd. Is working towards utilizing the existing strengths to address the markets and augmenting it capacities both in terms of offered services and products. Key strategies that we intend to act upon:

• Establishing Consortium and JV’s: We are looking forward to establish consortium and JV’s with partners offering supplementary skills to address more projects.

• Establishing Global Foot Prints: We have going to establish an office in Saudi Arabia to address the upcoming projects in Middle East.

K&R Rail Engineering Limited in increasing their footprints in Saudi Arabia to capture the business in the Middle East.

K&R Rail Engineering Limited is finalising shortly a Joint Venture / MOU Agreement with Awj – Holding for executing Railway infrastructure Project in Saudi Arabia.

With this we propose to meet the united goal to improve our core competence, add complementary skills and products and address the market in India and abroad.

INDEPENDENT AUDITOR’S REPORT

To the Members of

K&R RAIL ENGINEERING LIMITED

Report on the Audit of Standalone IND AS Financial Statements

Qualified Opinion

We have audited the accompanying standalone Ind AS financial statements of K&R RAIL ENGINEERING LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the “standalone Ind AS Financial Statements”).

Based on the information and explanations provided to us, except for the possible effects of the matter described in the "Basis for Qualified Opinion" section of our report, we are of the opinion that the aforesaid standalone financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit including other comprehensive income, changes in equity and its cash flows for the year ended on 31[st] March 2025.

Basis for Qualified Opinion

Certain Trade Receivables and Trade Payables are pending confirmation and reconciliation. Additionally, there are long-outstanding balances under these accounts for which the Company has not made any provision. In the absence of sufficient evidence regarding the recoverability or obligation of these balances, we are unable to determine the potential impact, if any, on the financial statements.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Ind AS financial statements section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For Each Matter below, our description of how our audit addressed the matter is provided in that Context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Key Audit Matter How the Key Audit Matter was addressed in our audit Revenue recognition – Our audit procedures included: • The Company engages in • We have assessed the Company’s accounting policies relating Fixed Price Contracts, to revenue, by comparing with applicable accounting wherein, revenue is standards. recognized using the • We have assessed the design and implementation and tested percentage of completion the operating effectiveness of Company’s internal controls method i.e. as and when the over the revenue recognition. work executed by the • On selected / specific contracts, we tested that the revenue is Company and duly certified recognized in accordance with revenue recognized Standard. by the Client, the Company • Inspected the underlying documents to determine recognize income to that reasonableness of contract costs. extent.

• There is inherent risk and presumed fraud risk around the accuracy and existence of revenues recognized considering the customized and complex nature of these contracts.

•These contracts may involve onerous obligations which requires critical assessment of foreseeable losses to be made by the Company at the year end, significant amount of work in progress related to these contracts are recognized on

the balance sheet. •Given the complexity and magnitude of potential exposures and the judgement necessary to estimate the amount of provisions required or to determine required disclosures, this is a key audit matter. Regulations - Litigations and Our audit procedures included: claims • We have gained an understanding of outstanding litigations • The Company operates in various against the Company from the Company’s in-house legal states within India and is exposed counsel and other key managerial personnel who have to different Central and State/Local knowledge of these matters laws, regulations and •We have read the correspondence between the Company and interpretations thereof. In this the various tax/legal authorities and the legal opinions of regulatory environment, there is external legal advisors, where matters. an inherent risk of litigations and •We have tested the completeness of the litigations and claims claims. by examining, on a sample basis, the Company’s legal expenses • Consequently, provisions and and minutes of the board meetings. contingent liability disclosures • We have challenged the Company’s estimate of the may arise from indirect tax possible outcome of the disputed cases based on applicable tax proceedings, legal proceedings, laws and legal precedence by involving our tax specialists. including regulatory and other • We have assessed the adequacy of the Company’s disclosures government/ department in respect of contingent liabilities for tax and legal matters. proceedings, as well as Investigations by authorities and commercial claims. •The Company applies significant judgement in estimating the likelihood of the future outcome in each case and in determining the provisions or disclosures required for each matter •Resolution of tax and legal proceedings may span over multiple years due to the highly complex nature and magnitude of the legal matters involved and may involve protracted negotiation or litigation. •These estimates could change significantly over time as new facts emerge and each legal case progresses. •Given the inherent complexity and magnitude of potential exposures and the judgement

• necessary to estimate the amount of provisions required or to determine required disclosures, this is a key audit matter. Recognition and measurement of Our audit procedures included: Income Taxes • We have obtained an understanding of key tax matters. • The determination of provision • We have read and analysed select key correspondences, for income tax and deferred taxes external legal opinions/ consultations obtained by the including write backs of provisions Company for key tax matters. involves significant judgements and estimates and interpreting the • We have critically challenged the key assumptions made by prevailing tax laws and rules. the Company in estimating current and deferred taxes by involving our tax specialists.

• • These also involve significant judgment to determine the • We have assessed the adequacy of the Company’s disclosures possible outcome of the uncertain for income taxes in the standalone financial statements. tax positions, consequently having an impact on related accounting and disclosures in the standalone financial statements. • Considering the complexity and significant level of estimation and judgement, this is a key audit matter.

Information Other than the Standalone Ind AS financial statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the standalone Ind AS financial statements and our auditor’s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance(including the other comprehensive income), cash flows and Statement of Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with Relevant Rules 2015 as amended. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS financial statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis

for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit Procedures that is appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists; we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone Ind AS financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

• a) We have sought and except for the effects of the matters described in the Basis for Qualified opinion paragraphs , obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

• b) Except for the effects of the matters described in the Basis for Qualified opinion paragraphs above, in our opinion, proper books of accounts as required by law have been kept by the Company.

• c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

• d) Except for the effects of the matters described in the Basis for Qualified opinion paragraphs above, in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with relevant rules issued there under.

• e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

• f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

• g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197of the Act

• h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

• i. The Company have pending litigations, the liabilities in respect of which are disclosed as contingent liabilities - Refer Note 41 of the Notes on accounts to the standalone financial statements. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;

• ii. The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

• iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

• iv. The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or Otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• v. The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• vi. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause

• (i) and (ii) of Rule 11(e) contain any material misstatement.

vii. The company has not declared or paid any dividend during the year.

• viii.The Company has used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

For J SINGH & ASSOCIATES., Chartered Accountants FRN: 110266W

DENSIL FERNANDO Partner M.No:208859 UDIN: 25208859BMLHAC2322

Place: Hyderabad Date: 14.06.2025.

“ANNEXURE A” ANNEXURE TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF K&R RAIL ENGINEERING LIMITED

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of K&R RAIL ENGINEERING LIMITED of even date)

In terms of the information and explanations sought by us and given by the company and on the basis of the books of accounts and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

• i. In respect of the Company’s Property, Plant & Equipment and Intangible assets:

• (a) (A)The Company has maintained proper records showing full particulars, including quantitative details and situation of Property Plant & Equipment.

  • (B) The company doesn’t have intangible assets.

• (b) All Property, Plant and Equipment have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

• (c) The Company does not hold any immovable property, based on our examination of the lease agreement for office buildings, we report that, where the company is the lessee and the lease agreements are duly executed in favor of the lessee.

• (d) According to the information and explanations given to us and on the basis of our examination of records, the company has not revalued the Property Plant and Equipment during the year.

• (e) No proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988.

ii.

• (a) The physical verification of inventory has been conducted at reasonable intervals by the management during the year and no material discrepancies were noticed on such verification.

• (b) The Company has not been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets.

• iii. According to the information and explanations given to us and on the basis of our examination of the records of the company, during the year, the company has not made any investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured to companies, firms, Limited Liability Partnerships or any other parties.

• iv. In our opinion and according to the information and explanations given to us, the company has not granted any loans to the parties covered under section 185 and 186 of the Companies Act, 2013. The Company has complied with the provisions of Section 185 and 186 of the Act in respect of Guarantees or security provided and Investments made by the Company.

• v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits within the meaning of section 73 to 76 or any other relevant provisions of the Companies Act,2013 and the rules framed there under to the extent applicable.

• vi. The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company.

vii.

• (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, as applicable, with the appropriate authorities. There were no undisputed amounts payable in arrears as at 31st March 2025 for a period of more than 6 months from the date they became payable.

• (b) There were no undisputed amounts payable in respect of Provident Fund, Income-tax (TDS), and other material statutory dues in arrears as at 31st March 2025 for a period of more than 6 months from the date they became payable.

• (c) According to the information and explanations given to us and based on the records of the company examined by us, there are no statutory dues as on March 31[st] 2025 which have not been deposited with appropriate authorities on account any dispute except Income Tax as given below:

S. No	Nature	Assessment Year	Amount of Dispute (Rs. in Lakhs)	Forum where it is pending
1	Service Tax	2015-16 &2017-18(Up to June 2017)	3800.00	Customs Excise and Service Tax Appellate Tribunal

• viii. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company does not have any transactions which are not recorded in the books of account have been surrendered or disclosed during the year in the tax assessments under the Income Tax Act.

• ix.

• (a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year .The Company has not issued any debentures.

• (b) The Company is not declared as wilful defaulter by any bank or financial Institution or other lenders.

• (c) According to the information and explanations given to us, the Term loans were applied for the purpose for which the loans were obtained.

• (d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

• (e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

• (f) The company has not raised loans during the year on the pledge of securities held in its subsidiaries.

• x.

• (a) The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments)

• (b) In our opinion and according to the information and explanations given to us, the company has utilized funds raised through preferential allotment towards issue of share warrants as mentioned in the below table:

Nature of Securities viz. Equity shares/ Preference shares/ Convertible debentures	Purpose for which funds were raised	Total Amount Raised during the year	Remark, if any
Equity Share Warrants	To acquire land for setting up manufacturing of composite sleepers and thick webbed switches for Dedicated Freight Corridor Corporation of India (DFCC) and Indian Railways, working capital requirements and for expansion of business of the Company including acquisition of companies in similar sector etc., to achieve inorganic growth, to augment the required funds for the proposed future projects of the Company and general corporate purposes andutilization of funds for redemption of preference shares.	20.88 Crores	During the year the Company has converted 73,33,315 share warrants in to equity utilizing the amounts received on account of Share warrants account.

• xi.

• (a) According to the information and explanations given to us, no fraud by the company or on the company has been noticed or reported during the year.

• (b) During the year, no Report has been filed in form ADT-4 with the Central Government as prescribed under Sub section (12) of Section 143 of the companies Act, 2013

• (c) According to the information and explanations given to us, The Company has not received any Whistle-blower complaints during the year.

• xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company.

• xiii. The Company has entered into transactions with related parties as specified in the provisions of section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting standard (Ind AS) 24, related party disclosures specified under section 133 of the Act, read with relevant rules issued there under.

xiv.

• (a) Based on the information and explanations provided to us and our audit procedures, in our opinion, the company have internal audit system commensurate with the size and nature of its business.

• (b)The reports of the Internal Auditors for the period under audit were duly considered by us in determining the nature, timing and extent of our audit procedures.

• xv. The Company has not entered into non-cash transactions with its directors or persons connected its directors.

xvi.

• (c) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

• (d)The Company is not engaged in any Non-Banking Financial or Housing Finance activities.

• (e)The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India.

• (f) There is no Core Investment Company as part of the Group.

• xvii. The Company has not incurred cash losses in the current and in the immediately preceding financial year.

• xviii. There has been resignation of the statutory auditors during the year and we have taken into consideration the issues, objections or concerns raised by the outgoing auditors.

• xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the Standalone Financial Statements, our knowledge of the Board of Directors’ and management’s plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

• xx. In our opinion and according to the information and explanations given to us, in respect of other than ongoing projects, there are no unspent amounts to be transferred to a fund specified under sec 135 of Companies Act 2013.

For J SINGH & ASSOCIATES., Chartered Accountants FRN: 110266W

DENSIL FERNANDO Partner M.No:208859 UDIN: 25208859BMLHAC2322

Place: Hyderabad Date: 14.06.2025.

“ANNEXURE B”

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF K&R RAIL ENGINEERING LIMITED

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of K&R RAIL ENGINEERING LIMITED of even date)

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of K&R RAIL ENGINEERING LIMITED (“the Company”) as of March 31, 2025 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section143(10) of the CompaniesAct,2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes these policies and procedures that (1) pertain to the maintenance of records that, in reasonable detailed, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS Financial Statements in accordance with generally accepted principles, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Ind AS Financial Statements.

Inherent Limitation of Internal Financial Controls over Financial Reporting

Because of the inherent limitation of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, Projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the company has in all material respects reasonable internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31[st] 2025 based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For J SINGH & ASSOCIATES., Chartered Accountants FRN: 110266W

DENSIL FERNANDO Partner M.No:208859 UDIN: 25208859BMLHAC2322

Place: Hyderabad Date: 14.06.2025.

As at Note 31 March 2025 Assets Non-current assets Property, plant and equipment 4 954.71 Financial assets Investments 5 38.04 Deferred Tax Assets net 6 100.75 1,093.50 Current assets Inventories 7 341.10 Financial assets Trade receivables 8 17,632.62 Cash and cash equivalents 9 92.69 Other Bank balances 10 260.75 Current tax assets 11 215.83 Other current assets 12 6,909.55 25,452.54 Total assets 26,546.04 Equity and Liabilities Equity Equity share capital 13 2,850.89 Preference share capital 14 1,329.82 Other equity 15 5,855.08 Total equity 10,035.79 Non-current liabilities Financial Liabilities Borrowings 16 - Other non current liabilities 17 - Provisions 18 19.89 19.89 Current liabilities Financial Liabilities Borrowings 16 21.49 Trade payables (i) Due to MSME'S - (ii) Due to other than MSME'S 19 14,366.37 Other financial liabilities 20 50.48 Other current liabilities 17 1,772.12 Provisions 18 12.62 Current tax liabilities 21 267.29 16,490.36 Total liabilities 16,510.25 Total equity and liabilities 26,546.04 Summary of significant accounting policies 3 0.00 The accompanying notes are an integral part of the financial statements. As per our report of even date for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576 DENSIL FERNANDO Amit Bansal Rabindra K Barik Mem No.208859 Wholetime Director Director Partner DIN: 06750775 DIN: 08773785 UDIN: 25208859BMLHAC2322 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Standalone Balance Sheet as at 31st March 2025 (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED	₹ in Lakhs As at 31 March 2024 1,517.37 38.04 29.75
	1,585.16
	316.45 12,458.86 106.52 451.89 239.13 4,991.14
	18,563.98
	20,149.15
	2,117.06 1,329.82 3,717.03
	7,163.91
	57.38 126.71 51.80
	235.90
	256.50 - 9,963.87 189.77 2,021.06 22.20 295.95
	12,749.35
	12,985.24
	20,149.15
	0 Rahmathunnisa Director DIN: 10945055

₹ in Lakhs For the year ended For the year ended Note 31 March 2025 31 March 2024 Revenue from operations 22 64,002.12 61,223.31 Other income 23 69.75 347.64 Total income 64,071.87 61,570.95 Expenses Cost of materials consumed 24 60,343.72 56,278.57 Change in inventories of stock in trade & WIP 25 (24.65) 223.68 Other operating expenses 26 1,731.20 2,560.14 Employee benefits expense 27 372.79 405.62 Depreciation and amortisation expense 28 326.62 330.01 Finance costs 29 68.95 136.82 Other expenses 30 548.50 640.81 Total expense 63,367.12 60,575.64 Profit before tax and Exceptional Items 704.75 995.31 Exceptional Items 40.71 - Total Profit before tax 745.46 995.31 Tax expenses Current tax 31 267.29 295.95 Prior year tax 2.00 - Deferred tax 31 (71.00) (12.53) Total tax expense 198.29 283.42 Profit for the year 547.17 711.89 Other comprehensive income Items that will not be reclassified to profit or loss: Re-measurement gains/ (losses) on mutual funds - 4.36 Income-tax effect - Other comprehensive income for the year, net of tax - 4.36 Total comprehensive income for the year 547.17 716.25 Earnings per equity share (nominal value of₹ 10) in INR Basic 2.18 4.26 Diluted 1.42 1.73 Summary of significant accounting policies 3 The accompanying notes are an integral part of the financial statements. As per our report of even date for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576 DENSIL FERNANDO Amit Bansal Rabindra K Barik Rahmathunnisa Mem No.208859 Wholetime Director Director Director Partner DIN: 06750775 DIN: 08773785 DIN: 10945055 UDIN: 25208859BMLHAC2322 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B Standalone Statement of Profit and Loss for the year ended 31st March, 2025 (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

K&R RAIL ENGINEERING LIMITED	K&R RAIL ENGINEERING LIMITED
(CIN:L45200TG1983PLC082576)
(Formerly Known as AXIS RAIL INDIA LIMITED)
Standalone statement of Cash Flows for the year ended 31.03.2025
(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)
				₹ in Lakhs
		For the year ended		For the year ended
			31 March 2025	31 March 2024
I. Cash flows from operating activities
Profit before tax			745.46	995.31
Adjustments to reconcile profit before tax to net cash flows:
Depreciation of tangible assets			326.62	330.01
Non Cash items			(46.40)	50.26
Finance costs (including fair value change in financial instruments)			47.93	(165.46)
Operating profit before working capital changes			1,073.60	1,210.11
Changes in working capital:
Adjustment for (increase)/decrease in operating assets
Trade receivables			(5,173.76)	(4,899.16)
Inventories			(24.65)	223.68
Loans			-	(117.79)
Other financial assets - current			(192.53)	(24.05)
Other financial assets - non current			-	(12.53)
Other assets			(1,918.41)	(2,259.57)
Adjustment for (increase)/decrease in operating liabilities
Trade payables			4,402.50	7,514.60
Other financial liabilities - current			(139.29)	90.10
Other financial liabilities - non current			(126.71)	126.71
Other Provisions			(41.50)	4.90
Other current liabilities			(248.94)	(977.34)
Cash generated from operations			(2,389.70)	879.66
Direct & Indirect taxes paid			217.83	(295.95)
Net cash generated from/(used in) operating activities			(2,171.87)	583.71
II. Cash flows from investing activities
Purchase of property, plant and equipment and intangibles (including capital work in progress)			(33.33)	(6.54)
Sale of Fixed Assets			222.98
(Increase) Decrease in Non Current Investments			(0.00)	(23.88)
Net cash used in investing activities			189.65	(30.42)
III. Cash flows from financing activities
Proceeds from issue of Share Warrants			-	3,262.23
Proceeds from/(repayment of) long-term borrowings, net			(57.38)	(741.15)
Proceeds from/(repayment of) short-term borrowings, net			(235.01)	(371.98)
Interest paid			(47.93)	165.46
Redemption of Optionally Convertible Redeemable Pref Shares			-	(6,500.00)
Increase in Share Warrant Forfieture Account			184.33	-
Increase in Security Premium			1,199.41	-
Increase in Share Capital			733.83	-
Net cash provided by financing activities			1,777.25	(4,185.44)
Net increase in cash and cash equivalents (I+II+III)			(204.96)	(3,632.15)
Cash and cash equivalents at the beginning of the year			558.41	4,190.55
Cash and cash equivalents at the end of the year (refer note below)			353.44	558.41
Note:
Cash and cash equivalents comprise:
Cash on hand			71.12	70.75
Balances with banks:			282.32	487.66
			353.44	558.41
Summary of significant accounting policies	3		0.00	0.01
The accompanying notes are an integral part of the financial statements.
As per our report of even date
for J SINGH & ASSOCIATES	for and on behalf of		the Board of Directors of
Chartered Accountants	K&R RAIL ENGINEERING LIMITED
ICAI Firm Registration Number: 110266W	CIN: L45200TS1983PLC082576
DENSIL FERNANDO	Amit Bansal	Rabindra K Barik		Rahmathunnisa
Mem No.208859	Wholetime Directo		Director	Director
Partner	DIN: 06750775		DIN: 08773785	DIN: 10945055
UDIN: 25208859BMLHAC2322
Place: Hyderabad	Kulkarni Prahlada		rao
Date: 14-06-2025	Chief Financial	Officer
	PAN: AKMPR1779B

₹ in Lakhs a. Equity Share Capital No. of shares Amount Balance as at April 1, 2023 1,57,79,355.00 1,577.94 Balance as at March 31, 2024 2,11,70,579.00 2,117.06 Balance as at March 31, 2025 2,85,08,894.00 2,850.89 b. Preference Share Capital No. of shares Amount Balance as at April 1, 2023 1,41,14,556.00 1,411.46 Balance as at March 31, 2024 1,32,98,168.00 1,329.82 Balance as at March 31, 2025 1,32,98,168.00 1,329.82 Total Share Capital 4,180.71 c. Other equity K&R RAIL ENGINEERING LIMITED Standalone Statement of Changes in Equity for the year ended March 31, 2025 (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs a. Equity Share Capital No. of shares Amount Balance as at April 1, 2023 1,57,79,355.00 1,577.94 Balance as at March 31, 2024 2,11,70,579.00 2,117.06 Balance as at March 31, 2025 2,85,08,894.00 2,850.89 b. Preference Share Capital No. of shares Amount Balance as at April 1, 2023 1,41,14,556.00 1,411.46 Balance as at March 31, 2024 1,32,98,168.00 1,329.82 Balance as at March 31, 2025 1,32,98,168.00 1,329.82 Total Share Capital 4,180.71 c. Other equity K&R RAIL ENGINEERING LIMITED Standalone Statement of Changes in Equity for the year ended March 31, 2025 (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs a. Equity Share Capital No. of shares Amount Balance as at April 1, 2023 1,57,79,355.00 1,577.94 Balance as at March 31, 2024 2,11,70,579.00 2,117.06 Balance as at March 31, 2025 2,85,08,894.00 2,850.89 b. Preference Share Capital No. of shares Amount Balance as at April 1, 2023 1,41,14,556.00 1,411.46 Balance as at March 31, 2024 1,32,98,168.00 1,329.82 Balance as at March 31, 2025 1,32,98,168.00 1,329.82 Total Share Capital 4,180.71 c. Other equity K&R RAIL ENGINEERING LIMITED Standalone Statement of Changes in Equity for the year ended March 31, 2025 (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs a. Equity Share Capital No. of shares Amount Balance as at April 1, 2023 1,57,79,355.00 1,577.94 Balance as at March 31, 2024 2,11,70,579.00 2,117.06 Balance as at March 31, 2025 2,85,08,894.00 2,850.89 b. Preference Share Capital No. of shares Amount Balance as at April 1, 2023 1,41,14,556.00 1,411.46 Balance as at March 31, 2024 1,32,98,168.00 1,329.82 Balance as at March 31, 2025 1,32,98,168.00 1,329.82 Total Share Capital 4,180.71 c. Other equity K&R RAIL ENGINEERING LIMITED Standalone Statement of Changes in Equity for the year ended March 31, 2025 (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs a. Equity Share Capital No. of shares Amount Balance as at April 1, 2023 1,57,79,355.00 1,577.94 Balance as at March 31, 2024 2,11,70,579.00 2,117.06 Balance as at March 31, 2025 2,85,08,894.00 2,850.89 b. Preference Share Capital No. of shares Amount Balance as at April 1, 2023 1,41,14,556.00 1,411.46 Balance as at March 31, 2024 1,32,98,168.00 1,329.82 Balance as at March 31, 2025 1,32,98,168.00 1,329.82 Total Share Capital 4,180.71 c. Other equity K&R RAIL ENGINEERING LIMITED Standalone Statement of Changes in Equity for the year ended March 31, 2025 (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs a. Equity Share Capital No. of shares Amount Balance as at April 1, 2023 1,57,79,355.00 1,577.94 Balance as at March 31, 2024 2,11,70,579.00 2,117.06 Balance as at March 31, 2025 2,85,08,894.00 2,850.89 b. Preference Share Capital No. of shares Amount Balance as at April 1, 2023 1,41,14,556.00 1,411.46 Balance as at March 31, 2024 1,32,98,168.00 1,329.82 Balance as at March 31, 2025 1,32,98,168.00 1,329.82 Total Share Capital 4,180.71 c. Other equity K&R RAIL ENGINEERING LIMITED Standalone Statement of Changes in Equity for the year ended March 31, 2025 (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)
			2,11,70,579.00 2,117.06
			2,85,08,894.00 2,850.89
			No. of shares Amount 1,41,14,556.00 1,411.46
			1,32,98,168.00 1,329.82
			1,32,98,168.00 1,329.82
			4,180.71
Particulars	Money received against Share Warrants	Reserves and Surplus			Total
		General reserve	Retained earnings	Capital Redemption Reserve
As at April 1, 2023 Profit for the year Security Premium during the year Other comprehensive income Transfer from Retained earnings to General reserve Money received against issue of Share Warrants as at 31.03.2024 Less:Converted during the year Transfer from General reserve to Capital Redemption Reserve Premium on Redemption of Optionally Convertible Pref Shares At March 31, 2024 Opening Retained earnings Profit for the year Security Premium during the year Other comprehensive income Transfer from Retained earnings to General reserve Money received against issue of Share Warrants as at 31.03.2025 Less:Converted during the year Transfer from General reserve to Capital Redemption Reserve Share Warrants Forfeited Account Balance as of 31 March 2025	3,711.74 3262.23 -3860.12	2,466.35 3,320.99 711.89 (81.64) (6,418.36)	522.31 711.89 (711.89)	- - 81.64	6,700.40 711.89 3,320.99 - - 3,262.23 (3,860.12) - (6,418.36)
	3,113.85	**(0.77) **	522.31	81.64	3,717.03
		4,520.40 547.17	547.17 - (547.17)	-	521.54 547.17 4,520.40 - - - - 81.64 184.33
	-	5,066.80	522.31	81.64	5,855.09
Summary of significant accounting policies The accompanying notes are an integral part of the financial statements. As per our report of even date for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576 During the year the Company has converted 73,38,315 Share Warrants into equity Shares @ Rs 71.60/- per share. The face value of the shares so converted into equity is Rs 10/- and the premium on such issue is Rs 61.60/- per Share.
DENSIL FERNANDO Amit Bansal Rabindra K Barik Rahmathunnisa Mem No.208859 Wholetime DirectorDirector Director Partner DIN: 06750775 DIN: 08773785 DIN: 10945055 UDIN: 25208859BMLHAC2322 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B

DENSIL FERNANDO Mem No. 208859 Partner UDIN: 25208859BMLHAC2322 Place: Hyderabad Date: 14-06-2025

Amit Bansal Rabindra K Barik Rahmathunnisa Wholetime DirectorDirector Director DIN: 06750775 DIN: 08773785 DIN: 10945055 Kulkarni Prahlada rao Chief Financial Officer PAN: AKMPR1779B

K&R RAIL ENGINEERING LIMITED

(CIN:L45200TG1983PLC082576)

(Formerly known as AXIS RAIL INDIA LIMITED) Notes forming part of the Standalone financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

(Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Standalone financial statements	(Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Standalone financial statements	(Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Standalone financial statements	(Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Standalone financial statements	(Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Standalone financial statements	(Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Standalone financial statements	(Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Standalone financial statements	(Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Standalone financial statements	(Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Standalone financial statements	(Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Standalone financial statements
4	₹ in Lakhs Property, plant and equipment Land OE F&F COM Veh P&M
	Particulars	Land	Office Equipment	Furniture	Computers	Vehicles	Buildings	Plant & Machinery	Total
	Deemed Cost At April 1, 2023 Additions Deletions	- - -	212.78 0.28 -	33.87 - -	36.97 - -	2,973.78 -	- -	356.14 6.26 -	3,613.54 6.54 -
	At March 31, 2024	-	213.06	33.87	36.97	2,973.78	-	362.40	3,620.07
	Additions Deletions	- -	5.20	-	0.00	17.28 415.51	- -	10.85 -	33.33 415.51
	At March 31, 2025	-	218.26	33.87	36.97	2,575.54	-	373.25	3,237.89
	Accumulated depreciation At April 1, 2023 Charge for the year Less: Adjustments	- - -	203.00 2.36 -	33.40 0.06 -	31.22 3.08 -	1,282.57 304.96	(0.00) 0.00 -	222.51 19.54 -	1,772.69 330.01 -
	At March 31, 2024	-	205.36	33.46	34.30	1,587.53	-	**242.05 **	2,102.70
	Charge for the year Less: Adjustments	- -	2.45 -	0.06 -	2.49 -	299.63 146.13	- -	21.98 -	326.62 146.13
	At March 31, 2025	-	207.81	33.52	36.79	1,741.03	-	**264.04 **	2,283.18
	Carrying amount
	At March31,2024	-	7.70	0.41	2.67	1,386.25	-	**120.35 **	1,517.37
	At March 31, 2025	-	10.45	0.36	0.18	834.51	-	109.21	954.71

K&R RAIL ENGINEERING LIMITED

(CIN:L45200TG1983PLC082576)

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Standalone financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

5 Investments

Investments
Non-Current Investments in Subsidiaries -M/s Robsons Engineering & Constructions Private Limited -K & R Global L.L.C-FZ Other Investments Total	31 March 2025 31 March 2024 2.00 2.00 23.88 23.88 12.16 12.16
	38.04 38.04

6 Deferred Tax Assets, net

Deferred Tax Assets, net
Deferred tax asset/(Liability) - Tangible assets-Difference in Depreciation Total Inventories Work in Progress Stock-in-Trade Total Trade receivables Unsecured, considered good Less: Allowance for doubtful receivables Total	31 March 2025 31 March 2024 100.75 29.75
	100.75 29.75
	31 March 2025 31 March 2024 251.73 227.08 89.37 89.37
	341.10 316.45
	31 March 2025 31 March 2024 17,632.62 12,458.86
	17,632.62 12,458.86
	17,632.62 12,458.86

7 Inventories

8 Trade receivables

Trade Receivables ageing schedule for the year ended as at 31st March, 2025 Particulars Outstanding for following periods from due date of payment Total < 6 Months >6 months 1-2 Years 2-3 Years >3 years to 1 Year Undisputed Trade Receivables - considered good 16,121.46 306.68 57.49 33.38 1,113.61 17,632.62 ** - which have significant increase in credit risk - - - - - - ** Undisputed Trade Receivables -credit impaired - - - - - - Disputed Trade Receivables - considered good - - - - - - Disputed Trade Receivables -credit impaired - - - - - - Trade Receivables ageing schedule for the year ended as at 31st March 2024 Particulars Outstanding for following periods from due date of payment Total < 6 Months >6 months 1-2 Years 2-3 Years >3 years to 1 Year Undisputed Trade Receivables - considered good 11,220.72 34.00 33.38 517.83 652.91 12458.86 ** - which have significant increase in credit risk - - - - - - ** Undisputed Trade Receivables -credit impaired - - - - - - Disputed Trade Receivables - considered good - - - - - - Disputed Trade Receivables -credit impaired - - - - - -

9 Cash and cash equivalents Balances with banks: - On current accounts Cash on hand Total 10 Other Bank Balances Term deposits with Banks with original maturities of more than 3 months and less than 1 year Total Represents margin money deposits against bank guarantees . 11 Current tax assets Advance taxes and TDS receivable Total 12 Other assets Current Unsecured, considered good Retention Money Advances other than capital advances Advances for Supplies GST paid under Protest Service Tax paid against Appeal Salary Advances Prepaid Expenses GST Input Loans to Subsidiary Other Advances Total	31 March 2025 31 March 2024 21.56 35.78 71.12 70.75
	92.69 106.52
	31 March 2025 31 March 2024 260.75 451.89
	260.75 451.89
	31 March 2025 31 March 2024 215.83 239.13
	215.83 239.13
	31 March 2025 31 March 2024 2,228.60 2,040.18 3,195.43 2,563.17 150.00 150.00 - 11.20 0.32 0.32 3.07 4.75 54.09 2.09 662.36 - 615.67 219.43
	6,909.55 4,991.14

K&R RAIL ENGINEERING LIMITED (CIN:L45200TG1983PLC082576)

(Formerly Known as AXIS RAIL INDIA LIMITED) Notes forming part of the Standalone financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

13 Share Capital

Authorised Share Capital Equity Shares 4,58,50,000 (March 31, 2024: 3,08,50,000; equity shares of₹10/- each Preference Shares 1,41,50,000 7% Optionally Convertible Preference Shares(March 31, 2024: 1,41,50,000; ) equity shares of₹10/- each Total Authorised Capital Issued, subscribed and fully paid-up Equity Shares 2,11,70,579 (March 31, 2024: 2,11,70,579; April 1, 2023: 1,57,80,105) equity shares of ₹ 10/- each fully paid-up Issued during the year Less: Unpaid calls on 750 shares of Rs.10/-each Preference Shares 1,32,98,168 (March 31, 2024: 1,32,98,200; April 1, 2023: 1,41,14,556) preference shares of ₹ 10/- each fully paid-up Less:Redeemed during the year	31 March 2025 4,585.00	31 March 2024 31 March 2022 31 March 2020 3,085.00 1,685.00 3,100.00 1,415.00 1,415.00 2,405.00 4,500.00 1,578.01 1,578.01 1,578.01 539.12 0.08 0.08 0.08 2,117.06 1,577.94 SC 1,411.46 1,411.46 1,411.46 81.64 1,329.82 #REF! Pref SC
	1,415.00
	6,000.00 2,117.06 733.83 -
	2,850.89
	1,329.82 -
	1,329.82

14 Preference Shares

(a) Reconciliation of shares outstanding at the beginning and end of the reporting year

Equity Shares

Equity Shares
Particulars	31 March 2025 31 March 2024
	No. of equity shares	Amount	No. of equity shares		Amount
Outstandingat the beginningof theyear	2,11,70,579	2,117.06	1,57,79,355		1,577.94
Issued duringtheyear	73,38,315	733.83	53,91,224		539.12
Outstandingat the end of theyear	2,85,08,894	2,850.89	2,11,70,579		2,117.06
Preference Shares
Particulars	31 March 2025		31 March 2024
	No. of Pref shares	Amount	No. of Pref shares		Amount
Outstandingat the beginningof theyear	1,32,98,168	1,329.82	1,41,14,556		1,411.46
Issued duringtheyear	-	-	-		-
Less:Redeemed duringtheyear	-	-	8,16,388		81.64
Outstandingat the end of theyear	1,32,98,168	1,329.82	1,32,98,168		1,329.82

(b) Terms / rights attached to the equity shares

Equity shares of the Company have a par value of ₹ 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. During the year the Company has converted 73,38,315 Share Warrants into equity Shares @ Rs 71.60/- per share. The face value of the shares so converted into equity is Rs 10/- and the premium on such issue is Rs 61.60/- per Share. The Shareholders so allotted during the year has ranked pari pasu with the existing shareholders.

Terms / rights attached to the Preference shares

Preference shares carried a fixed non cumulative dividend of 7% Optionally Convertible Redeemable Preference Shares of Rs. 10/- each. The Preference shares were issued on 15/12/2015 and the same should be converted or edeemed by 15/12/2020. However, as per the Board of Directors Meeting held on 18.12.2020, the Optionally Convertible Redeemable Preference Shares were extended for a period of 05 years from the due date of redemption. ie. by a period upto 18.12.2025 as per the NCLT, Hyderabad Bench Order dated 29.05.2023. The preference share holders shall get a right over the equity shareholders in case of right to dividend as well as repayment of capital in case of winding up of the company. The preference share holders shall have limited voting right, which shall be confined to the rights to vote on those matters affecting their interest.

(c) Details of shareholders holding more than 5% shares in the

Equity Shares

(c) Details of shareholders holding more than 5% shares in the Equity Shares
Particulars	31 March 2025 31 March 2024						N
	No. of equity shares held	% holding in the class	No. of equity shares held		% holding in the class
Ajaz Farooqi	41,68,365	14.62%	38,68,365		18.27%
Asma Farooqi	15,45,000	5.42%	12,45,000		5.88%
Aijaz Investments Pvt Limited	7,18,000	2.52%	7,18,000		3.39%
Asma Estates & Investments Pvt Limited	18,86,000	6.62%	15,86,000		7.49%
Shoeb Estates Pvt Limited	11,68,750	4.10%	11,68,750		5.52%

Zainab Investments Pvt Limited	13,75,750		4.83%		10,75,750		5.08%
Zara Investments Pvt Limited	21,55,015		7.56%		21,55,015		10.18%

Preference Shares - Promoters

Preference Shares - Promoters
Particulars	31 March 2025 31 March 2024								N
	No. of shares held		% holding in the class		No. of shares held		% holding in the class
Ajaz Farooqi	36,02,818		27.09%		36,02,818		27.09%
Asma Farooqi	10,90,607		8.20%		10,90,607		8.20%
Aijaz Investments Pvt Limited	8,81,600		6.63%		8,81,600		6.63%
Asma Estates & Investments Pvt Limited	20,60,400		15.49%		20,60,400		15.49%
Shoeb Estates Pvt Limited	15,18,750		11.42%		15,18,750		11.42%
Zainab Investments Pvt Limited	13,96,750		10.50%		13,96,750		10.50%
Zara Investments Pvt Limited	27,47,243		20.66%		27,47,243		20.66%

15 Other equity

Other equity
General reserve Opening balance Additions during the year Add: Security Premium Reserve Less: Premium on Redemption of Pref Shares Closing balance Capital Redemption Reserve Share Warrants Forfeited Account Retained earnings Opening balance Profit/(loss) for the year Less: Adjustment due to Depreciation Add: Other comprehensive income Less: Transfer to General reserve Less: Transfer to Capital Redemption Reserve Closing balance Money Received against Share Warrants Total other equity	31 March 2025 521.54 547.17 4,520.40 -	31 March 2024 31 March 2022 31 March 2021 2,988.66 1,838.37 R&S 630.25 623.62 (81.64) 3,320.99 - Sec Pre (6,418.36) - 521.54 2,461.99 (81.64) 81.64 - CRR - SWFA - 1,234.15 522.31 711.89 605.54 711.89 - - (0.05) - 18.08 - (630.25) (623.57) - (81.64) - (0.00) 1,234.20 1,234.15 3,113.85 3,717.03 3,696.19 1,152.51
	5,589.11
	81.64 184.33 - 547.17 - - (547.17)
	-
	-
	5,855.08

K&R RAIL ENGINEERING LIMITED (CIN:L45200TG1983PLC082576)

(Formerly Known as AXIS RAIL INDIA LIMITED) Notes forming part of the Standalone financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

16 Borrowings 31 March 2025 Non-current Borrowings Secured loans Vehicle Loans from Banks & Financial Institutions (refer note 16B) - Total - Current Borrowings Secured loans Vehicle Loans from Banks & Financial Institutions (refer note 16A) 21.49 Total 21.49 17 Other liabilities 31 March 2025 Non-Current Loan from Subsidiary -M/s Robsons Engineering & Constructions - - Current Bank OD 98.98 Advance received from customers 1,647.69 Statutory liabilities 25.45 1,772.12 18 Provisions 31 March 2025 Non-Current Provision for Gratuity 19.89 19.89 Current Provision for Gratuity 12.62 12.62 19 Trade payables 31 March 2025 Trade payables - Total outstanding dues of micro enterprises and small enterprises (refer note 36) - Total outstanding dues of creditors other than micro enterprises and small enterprises 14,366.37 14,366.37 Figures for the Current ReportingPeriod The Bank OD being Cash Credit facilities sanctioned by ICICI Bank Ltd for an amount of Rs 100 lakhs. The r 11.50%. The Security offerred is the immovable fixed assets of the Company and immovable fixed assets of promoters of the Company.	16 Borrowings 31 March 2025 Non-current Borrowings Secured loans Vehicle Loans from Banks & Financial Institutions (refer note 16B) - Total - Current Borrowings Secured loans Vehicle Loans from Banks & Financial Institutions (refer note 16A) 21.49 Total 21.49 17 Other liabilities 31 March 2025 Non-Current Loan from Subsidiary -M/s Robsons Engineering & Constructions - - Current Bank OD 98.98 Advance received from customers 1,647.69 Statutory liabilities 25.45 1,772.12 18 Provisions 31 March 2025 Non-Current Provision for Gratuity 19.89 19.89 Current Provision for Gratuity 12.62 12.62 19 Trade payables 31 March 2025 Trade payables - Total outstanding dues of micro enterprises and small enterprises (refer note 36) - Total outstanding dues of creditors other than micro enterprises and small enterprises 14,366.37 14,366.37 Figures for the Current ReportingPeriod The Bank OD being Cash Credit facilities sanctioned by ICICI Bank Ltd for an amount of Rs 100 lakhs. The r 11.50%. The Security offerred is the immovable fixed assets of the Company and immovable fixed assets of promoters of the Company.	₹ in Lakhs 31 March 2024 57.38
		57.38
		256.50
		256.50
		31 March 2024 - 126.71
		126.71
		89.30 1,915.63 16.13
		2,021.06
		31 March 2024 51.80 ate of interest is one of the
		51.80
		22.20
		22.20
		31 March 2024 9,963.87
		9,963.87
Particulars outstanding for the following period from due date of payment Less than 1Year 1-2 Years 2-3 Years More than 3 Years		Total
Total outstanding dues of MSME 12,832.22 155.80 93.79 Disputed dues of MSME Disputed dues of creditors other than MSME Total 12,832.22 155.80 93.79 Total outstanding dues of creditors other than MSME	1284.55 1284.55	14366.37 14366.37
Figures for the Previous ReportingPeriod
Particulars outstanding for the following period from due date of payment Less than 1Year 1-2 Years 2-3 Years	More than 3 Years	Total
Total outstanding dues o - - - '8197.70 221.95 559.50 Disputed dues of MSME Disputed dues of creditors other than MSME Total '8197.70 221.95 559.50 Total outstanding dues of creditors other than MSME	- 984.72 984.72	- 9963.87 9963.87
20 Other financial liabilities Current Outstanding expenses Employee salaries payable GST payable Other Advances Audit Fee Payable 21 Current tax liabilities Current Provision for taxes	31 March 2025 7.51 31.79 - 5.19 6.00 50.48 31 March 2025 267.29 267.29	31 March 2024 0.24 41.73 11.79 133.52 2.50
		189.77
		31 March 2024 295.95
		295.95

K&R RAIL ENGINEERING LIMITED (Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Standalone financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

1 General Information

K&R Rail Engineering Limited (‘the Company’) (formerly known as Axis Rail India LImited ) is a Public Limited Company having its registered office at Hyderabad, India. The Company is carrying on the business of providing end to end EPCC services which includes Earth Work, Bridges & Civil Works, Track Works, Overhead Electrifications (OHE) works, Signaling & Telecommunication (S&T) works, Railway Operation & Maintenance (O&M) and Consultancy in preparing details DPRs and other allied activities.

2 Basis of preparation of financial statements

2.1 Statement of Compliance

The financial statements have been prepared in accordance of Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notified under Section 133 of Companies Act 2013 (the ‘Act’) and other relevant provisions of the Act.

The financial statements were authorised for issue by the Company’s Board of Directors on June 14, 2025.

Details of the accounting policies are included in Note 3.

2.2 Basis of measurement

These financial statements have been prepared on the historical cost convention and on an accrual basis, except for the following material items in the statement of financial position:

Certain financial assets are and liabilities are measured at fair value;

long term borrowings are measured at amortised cost using effective interest rate method.

2.3 Functional currency

The financial statements are presented in Indian rupees, which is the functional currency of the Company. Functional currency of an entity is the currency of the primary economic environment in which the entity operates.

All amounts are in Indian Rupees except share data, unless otherwise stated.

2.4 Operating cycle

All the assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.

Assets:

An asset is classified as current when it satisfies any of the following criteria:

a) it is expected to be realized in, or is intended for sale or consumption in, the Company’s normal operating cycle;

b) it is held primarily for the purpose of being traded;

c) it is expected to be realized within twelve months after the reporting date; or

d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.

Liabilities:

A liability is classified as current when it satisfies any of the following criteria:

a) it is expected to be settled in the Company’s normal operating cycle;

b) it is held primarily for the purpose of being traded;

c) it is due to be settled within twelve months after the reporting date; or

d) the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. Current assets/ liabilities include the current portion of non-current assets/ liabilities respectively. All other assets/ liabilities are classified as noncurrent.

2.5 Critical accounting judgements and key sources of estimation uncertainty Operating cycle

In the application of the Company’s accounting policies, which are described in note 3, the management of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the areas of estimation uncertainty and critical judgements that the management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

Provision and contingent liability

On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial statements. Loss Contingencies that are considered possible are not provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial statements. Gain contingencies are not recognized until the contingency has been resolved and amounts are received or receivable.

Useful lives of depreciable assets

Management reviews the useful lives of depreciable assets at each reporting. As at March 31, 2025 management assessed that the useful lives represent the expected utility of the assets to the Company. Further, there is no significant change in the useful lives as compared to previous year.

2.6 Measurement of fair values

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

– Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

3 Significant accounting policies

3.1 Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the amount can be reliably measured.

• Revenue is measured at the fair value of consideration received or receivable taking into account the amount of discounts, volume rebates and GST are recognised when all significant risks and rewards of ownership of the goods sold are transferred.

• The recognition of revenue and expenses by reference to the stage of complete of a contract is referred to as the percentage of completion method. Under this method, contract revenue is matched with the contract costs incurred in reaching the stage of completion, resulting in the reporting of revenue, expenses and profit which can be attributed to the proportion of work completed at the reporting date as per the IAS and Income Disclosure Standards.

• Interest income is accrued on, time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

3.2 Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Such assets are capitalized at fair value of the asset or present value of the minimum lease payments at the inception of the lease, whichever is lower. Assets held under leases that do not transfer substantially all the risks and reward of ownership are not recognized in the balance sheet.

Lease payments under operating lease are generally recognised as an expense in the statement of profit and loss on a straight-line basis over the term of lease unless such payments are structured to increase in line with the expected general inflation to compensate for the lessor’s expected inflationary cost increases.

Further, at the inception of above arrangement, the Company determines whether the above arrangement is or contains a lease. At inception or on reassessment of an arrangement that contains a lease, the Company separates a payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values.

If the Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Company’s incremental borrowing rate.

Minimum lease payments made under finance leases are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

3.3 Foreign currencies

In preparing the financial statements of the Company, transactions in currencies other than the company’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.

3.4 Borrowing costs

Specific borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of such asset till such time the asset is ready for its intended use and borrowing costs are being incurred. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are recognised as an expense in the period in which they are incurred.

Borrowing cost includes interest expense, amortization of discounts, ancillary costs incurred in connection with borrowing of funds and exchange difference arising from foreign currency borrowings to the extent they are regarded as an adjustment to the Interest cost.

3.5 Taxation

Income tax expense consists of current and deferred tax. Income tax expense is recognized in the income statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax

Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit; differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and taxable temporary differences arising upon the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

3.6 Earnings per share

The Company presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. The basic earnings per share is computed by dividing the net profit attributable to equity shareholders for the period by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share is computed by dividing the net profit attributable to equity shareholders for the year relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share.

3.7 Property, plant and equipment

The initial cost of PPE comprises its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing an asset to working condition and location for its intended use, including relevant borrowing costs and any expected costs of decommissioning, less accumulated depreciation and accumulated impairment losses, if any. Expenditure incurred after the PPE have been put into operation, such as repairs and maintenance, are charged to the Statement of Profit and Loss in the period in which the costs are incurred. If significant parts of an item of PPE have different useful lives, then they are accounted for as separate items (major components) of PPE. Material items such as spare parts, stand-by equipment and service equipment are classified as PPE when they meet the definition of PPE as specified in Ind AS 16 – Property, Plant and Equipment.

3.8 Expenditure during construction period

Expenditure during construction period (including financing cost related to borrowed funds for construction or acquisition of qualifying PPE) is included under Capital Work-in-Progress, and the same is allocated to the respective PPE on the completion of their construction. Advances given towards acquisition or construction of PPE outstanding at each reporting date are disclosed as Capital Advances under “Other non-current Assets”.

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED) Notes forming part of the financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

3.9 Depreciation

Depreciation is the systematic allocation of the depreciable amount of PPE over its useful life and is provided on a Straight Line basis over the useful lives as prescribed in Schedule II to the Act or as per technical assessment.

Depreciable amount for PPE is the cost of PPE less its estimated residual value. The useful life of PPE is the period over which PPE is expected to be available for use by the Company, or the number of production or similar units expected to be obtained from the asset by the Company

.

The Company has componentised its PPE and has separately assessed the life of major components. In case of certain classes of PPE, the Company uses different useful lives than those prescribed in Schedule II to the Act. The useful lives have been assessed based on technical advice, taking into account the nature of the PPE and the estimated usage of the asset on the basis of management’s best estimation of obtaining economic benefits from those classes of assets.

Such classes of assets and their estimated useful lives are as under:

Particulars	Useful life
Buildings	30years
Plant and Machinery	9years
Office Equipment	5years
Computers	3years
Furniture and Fixtures	10years
Vehicles	8years

Depreciation on additions is provided on a pro-rata basis from the month of installation or acquisition and in case of Projects from the date of commencement of commercial production. Depreciation on deductions/disposals is provided on a pro-rata basis up to the date of deduction/disposal.

3.10 Intangible assets and amortisation

Intangible assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, from the date that they are available for use. Amortization

The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.

3.11 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held for the purpose of meeting short-term cash commitments.

3.12 Cash flow statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated. Favourable Bank overdrafts are classified as part of cash and cash equivalent, as they form an integral part of an entity’s cash management.

3.13 Inventories / Stock-in-Trade / Work in Progress

The Company has to procure land for laying of Railway tracks and for construction of bridges in connection with laying of Railway tracks as per the requirements and approvals of Railways. Accordingly, such land will form part of stock in trade for the Company, as the same will be billed to the Customer. Untill the sale of such land to the Customer, the same will be disclosed as Stock in trade in the financial statements. The Work in progress represents the constructions carried out but not yet certificed by the Customer. It includes the cost of materials used and other supplies held for use in the construction.

3.14 Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with.

Where the Company receives non-monetary grants, the asset and the grant are accounted at fair value and recognised in the statement of profit and loss over the expected useful life of the asset.

3.15 Impairment of non financial assets

The carrying amounts of the Company’s non-financial assets, inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the cash-generating unit. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

An impairment loss is recognized in the income statement if the estimated recoverable amount of an asset or its cash-generating unit is lower than its carrying amount. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Goodwill that forms part of the carrying amount of an investment in an associate is not recognized separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in an associate is tested for impairment as a single asset when there is objective evidence that the investment in an associate may be impaired.

An impairment loss in respect of equity accounted investee is measured by comparing the recoverable amount of investment with its carrying amount. An impairment loss is recognized in the income statement, and reversed if there has been a favorable change in the estimates used to determine the recoverable amount.

3.16 Employee benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Defined contribution plans

The Company’s contributions to defined contribution plans are charged to the income statement as and when the services are received from the employees.

Defined benefit plans

The liability in respect of defined benefit plans and other post-employment benefits is calculated using the projected unit credit method consistent with the advice of qualified actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related defined benefit obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used. The current service cost of the defined benefit plan, recognized in the income statement in employee benefit expense, reflects the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes, curtailments and settlements. Past service costs are recognized immediately in income. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the income statement. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise.

Termination benefits

Termination benefits are recognized as an expense when the Company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy.

Termination benefits for voluntary redundancies are recognized as an expense if the Company has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. Other long-term employee benefits

The Company’s net obligation in respect of other long term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and previous periods. That benefit is discounted to determine its present value. Re-measurements are recognized in the statement of profit and loss in the period in which they arise.

3.17 Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

3.18 Contingent liabilities & contingent assets

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent assets are not recognised in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

3.19 Financial instruments

a. Recognition and Initial recognition

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issues of financial assets and financial liabilities that are not at fair value through profit or loss, are added to the fair value on initial recognition.

A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.

b. Classification and Subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at

– amortised cost;

– FVTPL

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model for managing financial assets.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

– the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and

– the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortised cost as described above are measured at FVTPL. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets: Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

– the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

– how the performance of the portfolio is evaluated and reported to the Company’s management;

– the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

– how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and the frequency, volume and timing of sales of financial assets in prior

periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Company’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL. Financial assets: Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

– contingent events that would change the amount or timing of cash flows;

– terms that may adjust the contractual coupon rate, including variable interest rate features;

– prepayment and extension features; and

– terms that limit the Company’s claim to cash flows from specified assets (e.g. non‑ recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Financial assets: Subsequent measurement and gains and losses

Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

Financial assets at amortised cost: These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Financial liabilities: Classification, Subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held‑ for‑ trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

c. Derecognition

Financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.

Financial liabilities

That substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit

d. Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

e. Impairment

The Company recognises loss allowances for expected credit losses on financial assets measured at amortised cost;

At each reporting date, the Company assesses whether financial assets carried at amortised cost and debt securities at fair value through other comprehensive income (FVOCI) are credit impaired. A financial asset is ‘credit‑ impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit‑ impaired includes the following observable data:

• significant financial difficulty of the borrower or issuer;

– the restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;

– it is probable that the borrower will enter bankruptcy or other financial reorganisation; or

– the disappearance of an active market for a security because of financial difficulties.

The Company measures loss allowances at an amount equal to lifetime expected credit losses, except for the following, which are measured as 12 month expected credit losses:

– debt securities that are determined to have low credit risk at the reporting date; and

– other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses.

Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.

12-month expected credit losses are the portion of expected credit losses that result from default events that are possible within 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which the Company is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward‑ looking information.

Measurement of expected credit losses

Expected credit losses are a probability‑weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). Presentation of allowance for expected credit losses in the balance sheet

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the trade receivable does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write‑ off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

Annexure-16A - Current

The details of rate of interest and repayment terms of other term loans are as under

S.No.	Particulars	Number of loans outstanding as on date	Number of loans outstanding as on date	Outstanding Balance as at (₹ in lakhs)	Outstanding Balance as at (₹ in lakhs)	Interest range % per annum	Balance number of instalments as at	Balance number of instalments as at	Frequency instalments
		31.03.2025	31.03.2024	31.03.2025	31.03.2024		31.03.2025	31.03.2024
1	HDFC bank ltd	1.00	1.00	9.42	10.32	9.7 to 9.9%	39	39	monthly
2	Axis Bank	1.00	2.00	-	114.99	9.55%	36	36	monthly
3	TATA Motors Finance Ltd	1.00	1.00	-	94.40		36	36	monthly
4	YES Bank	1.00	1.00	12.07	36.79
				21.49	256.50

Annexure-16B -Non Current

The details of rate of interest and repayment terms of other term loans are as under

S.No.	Particulars	Number of loans outstanding as on date	Number of loans outstanding as on date	Outstanding Balance as at (₹ in lakhs)	Outstanding Balance as at (₹ in lakhs)	Interest range % per annum	Balance number of instalments as at	Balance number of instalments as at	Frequency instalments
		31.03.2025	31.03.2024	31.03.2025	31.03.2024		31.03.2025	31.03.2024
1	HDFC bank ltd	1.00	2.00	-	12.13	9.7 to 9.9%	51	51	monthly
2	Axis Bank	1.00	2.00	-	20.65	9.55%	36	36	monthly
3	YES Bank	1.00	1.00	-	24.60
				-	57.38

K&R RAIL ENGINEERING LIMITED (CIN:L45200TG1983PLC082576)

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Standalone financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

22 Revenue from operations (a) Gross Contract Receipts Sale of Products Consultancy income 23 Other income Interest income Profit on Sale of Asset Reversal of Excess Provisions 24 Cost of materials consumed Materials consumed Total 25 Changes in inventories of Stock in trade & WIP Stock of land at the beginning of the year WIP at the beginning of the year Less: Stock of land at the end of the year Less: WIP at the end of the year (Increase) / Decrease in Stock in trade 26 Other operating expenses Work Expenses Hire Charges Site Expenses Repairs & Maintenance Transportation Charges 27 Employee benefits expense Salaries & Other benefits Contribution to Provident & Other funds Staff welfare Provision for Gratuity 28 Depreciation and amortisation expense Depreciation of tangible assets	31 March 2025 61,079.52 2,655.83 266.78 64,002.12 31 March 2025 21.02 48.72 - 69.75 31 March 2025 60,343.72 60,343.72 31 March 2025 89.37 227.08 89.37 251.73 (24.65) 31 March 2025 1,426.97 120.00 38.85 45.18 100.19 1,731.20 31 March 2025 354.06 0.78 8.75 9.21 372.79 31 March 2025 326.62 326.62	31 March 2024 57,564.07 3,659.24 -
		61,223.31
		31 March 2024 302.28 - 45.36
		347.64
		31 March 2024 56,278.57
		56,278.57
		31 March 2024 89.37 450.75 89.37 227.08
		223.68
		31 March 2024 2,273.33 78.51 78.35 66.44 63.51
		2,560.14
		31 March 2024 395.34 0.86 4.52 4.90
		405.62
		31 March 2024 330.01
		330.01

29 Finance costs

Interest expenses on borrowings Bank Guarantee Commission Bank Charges 30 Other expenses Business Promotion Power & Fuel Insurance Office Maintenance Printing and Stationery Advertisement Legal & Professional Rates and Taxes Rent Communication Expenses Travelling & Conveyance CSR Expenditure Other Expenses GST Interest GST Late filing Penalty Income Tax Interest Security Charges Loss on Sale of Asset Prior Period Expenses Payment to Auditors Statutory Audit Tax Audit Internal Audit 31 Tax expenses Current income tax: Current income tax charge Deferred tax: Relating to originating and reversal of temporary differences Income tax expense recognised in the statement of profit or loss	31 March 2025 27.90 9.22 31.84 68.95 31 March 2025 14.60 18.52 8.63 41.65 4.52 6.55 50.06 16.79 48.50 4.57 68.05 17.50 194.21 26.36 4.47 0.78 6.23 2.32 3.59 - 6.60 2.00 2.00	31 March 2024 118.24 15.28 3.30
		136.82
		31 March 2024 7.82 18.18 22.68 20.35 6.62 5.08 50.36 51.36 36.11 3.73 75.83 15.00 317.19 - - - - - - - 6.50 2.00 2.00
	548.50	640.81
	31 March 2025 267.29 - (71.00) 196.29	31 March 2024 295.95 - (12.53)
		283.42

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Standalone financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

32 Contingent liabilities and commitments

The company has given bank guarantees which are outstanding as on 31.03.2025 is Rs.598.24 Lakhs and Rs.11315.00 Lakhs as on 31.03.2024.

The Company has claimed GST input in the FY 2022-23 and the GST Dept has contended that the Supplier from whom the Company has taken services is in default for discharging the GST liability and accordingly the GST Authorities demanded for reversal of GST ITC and required to pay the ITCaclaimed in cash. In response to the same the Company has paid an amount of Rs 150 lakhs under protest. Since the case is not yet concluded and pending out come of the case, the impact of the out come has not been considered in the books of accounts

The Service Tax Dept has preferred an appeal before the Hon'ble Customs Excise and Service Tax Appellate Tribunal

(CESTAT) against the order passed by the Commissioner (Service Tax), Secunderabad. The demand in the said appeal is Rs

3800 lakhs. Pending out come of the case, the impact of the same has not been considered in the financial statements.

33 Related party disclosures

a) The following table provides the name of the related party and the nature of its relationship with the Company:

Name of the parties	Relationship
AF Consultants Prop:Mr Ajaz Farooqi	Member / Shareholder
Asma Estates & Investments Private Limited	Preference shareholder
Azmir Builders Private Limited	Member / Shareholder
Robsons Engineering& Constructions Private Limited	100% SubsidiaryCompany

b) Details of all transactions with related parties during the year:

b) Details of all transactions with related parties during the year:	b) Details of all transactions with related parties during the year:	b) Details of all transactions with related parties during the year:	b) Details of all transactions with related parties during the year:	b) Details of all transactions with related parties during the year:
Rs in lakhs
Particulars			31-Mar-25	31-Mar-24
i)	Contract Income from
	Azmir Builders Private Limited		-	1,102.15
ii)	Payment of Rent to
	Asma Estates & Investments Private Limited		40.49	21.00
iii)	Advance for Services to
	AF Consultants Prop: Mr Ajaz Farooqi		22.00	22.00
				-
iv)	Loan from Subsidiary
	Robsons Engineering& Constructions Private Limited		-	126.71
	Loan to Subsidiary- Robsons Engineering& Constructions Private Limited		662.36	-
v)	Managerial remuneration/ consultancy fee to Key managerialpersonnel*
	Mr Amit Bansal -CEO		24.00	24.00
	Mr K R Prahlada Rao - CFO		12.00	12.00
	Mr Chandrakanth - CompanySecretary		-	4.20
	Mr Narasimham - CompanySecretary		3.30	0

c) Terms and conditions of transactions with related parties:

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the yearend are unsecured and interest free.

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Standalone financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

34 Segment information

Ind AS 108 “Operating Segment” (“Ind AS 108”) establishes standards for the way that public business enterprises report information about operating and geographical segments and related disclosures about products and services, geographic areas, and major customers. Based on the “management approach” as defined in Ind AS 108, Operating segments and geographical segments are to be reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).The CODM evaluates the Company’s performance and allocates resources on overall basis.

The Company has no reportable segments accordingly.

35 Auditors’ remuneration include:

Particulars	31-Mar-25	31-Mar-24	31-Mar-23
Statutoryaudit fee(includinglimited review)	6.50	6.50	5.00
Tax Audit	2.00	2.00	1.00
Internal Audit	2.00	2.00	1.50
Total	10.50	**10.50 **	5.00

36 Dues to Micro, small and medium enterprises

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2025 has been made in the financial statements based on information received and available with the Company. Further in view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 (‘The MSMED Act’) is not expected to be material. The Company has not received any claim for interest from any supplier.

Particulars	Particulars	31-Mar-25	31-Mar-24	31-Mar-23
a)	the principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year.	Nil	Nil	Nil
b)	the amount of interest paid by the buyer in terms of section 16 of the MSMED Act, along with the amount of the payment made to the supplier beyond the appointed day duringeach accounting year;	Nil	Nil	Nil
c)	the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without addingthe interest specified under this MSMED Act	Nil	Nil	Nil
d)	the amount of interest accrued and remaining unpaid at the end of each accounting year;and	Nil	Nil	Nil
e)	the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the MSMED Act.	Nil	Nil	Nil

37 Earnings per share

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity Shares.

The following table sets out the computation of basic and diluted earnings per share:

The followingtable sets out the computation of basic and diluted earningsper share:
Particulars	31-Mar-25	31-Mar-24
Profit for theyear attributable to equityshare holders	547.17	716.25
Shares
Weighted average number of equityshares outstandingduringtheyear – basic	251.52	168.10
Weighted average number of equityshares outstandingduringtheyear – diluted	384.50	414.62
Earnings per share
Earningsper share ofpar value ₹ 10 – basic(₹)	2.18	4.26
Earningsper share ofpar value ₹ 10 – diluted(₹)	1.42	1.73

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Standalone financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

38 Financial risk management objectives and policies

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support Company's operations. The Company’s principal financial assets include inventory, trade and other receivables, cash and cash equivalents and refundable deposits that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below.

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and other price risk, such as commodity risk. Financial instruments affected by market risk include loans and borrowings and refundable deposits. The sensitivity analysis in the following sections relate to the position as at March 31, 2025 and March 31, 2024. The sensitivity analyses have been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt.

The analysis excludes the impact of movements in market variables on: the carrying values of gratuity and other post retirement obligations; provisions. The below assumption has been made in calculating the sensitivity analysis:

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2025 and March 31, 2024.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's short-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of variable rate borrowings. The Company does not enter into any interest rate swaps.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

	Increase/decrease in interest rate	Effect on profit before tax
March 31, 2025
INR	+1%	0.69
INR	-1%	(0.69)
March 31, 2024
INR	+1%	1.37
INR	-1%	(1.37)

b) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) and from its investing activities, including deposits with banks and financial institutions and other financial instruments.

Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom credit has been granted after obtaining necessary approvals for credit. The collection from the trade receivables are monitored on a continuous basis by the receivables team.

The Company establishes an allowance for credit loss that represents its estimate of expected losses in respect of trade and other receivables based on the past and the recent collection trend. The maximum exposure to credit risk as at reporting date is primarily from trade receivables. The movement in allowance for credit loss in respect of trade and other receivables during the year was as follows:

Allowance for credit loss	31-Mar-25	31-Mar-24
Credit loss provided/ (reversed) Closingbalance Opening balance	- - -	- - -

There is no concentration of revenue as there is no customer which accounts for more than 10% of the revenue.

Credit risk on cash and cash equivalent is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

c) Liquidity risk

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans.

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments:

		Total
Year ended March 31, 2025
Borrowings	21.49	21.49
Tradepayables	14,366.37	14,366.37
Other Payables	50.48	50.48
Year ended March 31, 2024
Borrowings	256.50	256.50
Tradepayables	9,963.87	9,963.87
Other Payables	189.77	189.77

39 Capital management

The Company’s policy is to maintain a stable capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors capital on the basis of return on capital employed as well as the debt to total equity ratio.

For the purpose of debt to total equity ratio, debt considered is long-term and short-term borrowings. Total equity comprise of issued share capital and all other equity reserves.

The capital structure as of March 31, 2025, March 31, 2024 and April 1, 2023 was as follows:

Particulars	31-Mar-25	31-Mar-24	31-Mar-23	gratuity
Total equityattributable to the shareholders of the Company	10,036	7,164	2,989
As apercentage of total capital	99.79%	95.80%	87.18%
Longterm borrowings includingcurrent maturities	-	57	799
Short term borrowings	21	256	626
Total borrowings	21	314	1,425
As apercentage of total capital	0.21%	4.20%	12.82%
Total capital(equity,preference and borrowings)	10,057	7,478	11,115

41 Legal cases:

The Compny had signed an agreement with Paradip Port Trus under the name 'K.V.R. Rail Infra Projects Private Limited for 'Railway Work for Deep Draught

berths at Paradip Port' for the Contract price of Rs.98.67 Crores. The Letter of Intent (LOI) was issued on 06.06.2011 by the Paradip Port Trust. Susequently by the order dated 13.10.2014of Hon'ble High Court of Andhra Pradesh, Hyderabad, the Company has merged with 'Axis Rail India Limited'. Subsequently the name of the Company has been changed from 'Axis Rail India Limited' to 'K&R Rail Engineering Limited'.

The Paradip Port Trust (PPT) has terminated the contract and issued letter dated 26.09.2013 on the ground that the Company had sublet the contract to third party. Aggreived by this termination of the Contract, the Company had filed a petition before the Arbitral Tribunal of Hon'ble DR.Justice A.K.Rath, Former Judge, High Court of Orissa (Sole Arbitrator) vide Arbitration Proceeding No. 3 of 2020. The Company had claimed the following in the petition filed.

(i) Refund of Rentention Money:

The Company claimed Refund of Retention Money for an amount of Rs 4.34 Crores with interest @9% p.a. with effect from 26.09.2013. Thus total Rention Money claimed with interest is Rs.8.64 Crore.

(ii) Refund of the invoked Bank Guarantee

The Company had furnished a Peformance Bank Guarantee for a sum of Rs.97.67 lakhs . The PPT had issued a show cause notice on 18.06.2013. In response to the show cause notice the Company through it's Lawyer replied on 27.06.2013. However, the PPT had encashed the Bank Guarantee on 24.07.2013. Hence the Company filed petition before the Arbitral Tribunal of Hon'ble Dr Justice A.K.Rath, Former Judge, High Court of Orissa (Sole Arbitrator) vide Arbitration Proceeding No.3 of 2020 and claimed for refund of the Bank Gurantee of Rs. 97.67 lakhs with interest @9% p.a with effect from 24.07.2013. Thus the total claim under this head is Rs.150.42 lakhs.

Legal Cses (Contd..)

(iii) Idling Charges:

The Company had incurred additional expendture towards equipment hiring charges for the period from February 2013 to August 2013 amounted to Rs.700 lakhs. Hence the Company claimed towards idling charges for an amount of Rs.700 lakhs with interest @9% p.a. with effect from 01.09.2013. Thus the total claim under this head is Rs.11.09 Crore with interest.

(Iv) Claim for Final Bill:

The Company raised final bill for Rs.95.37 lakhs on 07.06.2013 towards the work done and materials supplied. The PPT has not paid the same. Hence the

Company claimed for Rs.95.37 lakhs with interest @9% p.a. with effect from 01.09.2013. Thus total claim under this head is Rs.1.51 Crore.

The case is still under process. Pending the out come of the petition the claims for idling charges were not recognised in the financial statements as at 31.03.2025. The case is not posted yet for hearing.

42 Prior year comparatives

The figures of the previous year have been regrouped/reclassified, where necessary, to conform with the current year’s

The accompanying notes are an integral part of the financial statements. As per our report of even date

for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576

DENSIL FERNANDO Amit Bansal Rabindra K Barik Rahmathunnisa Mem No. 208859 Wholetime Dire Director Director Partner DIN: 06750775 DIN: 08773785 DIN: 10945055 UDIN: 25208859BMLHAC2322 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED) Standalone Balance Sheet as at 31st March 2024

(All amounts Lakhs in Indian Rupees ( ₹ ), except share data and where otherwise stated)

RATIO ANALYSIS

Particulars		Numerator/Denominator	Numerator/Denominator	31-Mar-25	31-Mar-24	Change in %
(a) Current Ratio (b) Debt-Equity Ratio (c) Debt Service Coverage Ratio (d) Return on Equity Ratio (e) Inventory turnover ratio (f) Trade receivables turnover ratio (g) Trade payables turnover ratio (i) Net profit ratio (h) Net capital turnover ratio (k) Return on investment (j) Return on Capital employed		C Earning a		0 1.54 1.65 2.25 6.36% 194.67 4.25 4.96 6.38 0.85% 5.45%	0 1.46 1.81 1.74 10.00% 193.47 4.91 10.62 1.17% 10.53 10.00%	6.00% 29.81% -9.24% 0.62% -36.36% -53.29% -13.44% -39.43% -45.47% -26.92% 0.00%

There is a change in the Debt Service Coverage Ratio more than 25% when compared to previous year. This is due to closure of loans in the current financial year.

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF

K&R RAIL ENGINEERING LIMITED

Report on the Audit of the Consolidated Ind AS Financial Statements

Qualified Opinion

We have audited the accompanying Consolidated Ind AS Financial Statements of M/s. K&R RAIL ENGINEERING LIMITED (hereinafter referred to as Holding Company) which includes its two subsidiaries (the Holding company and its Subsidiaries together referred to as “The Group”) which comprise the Consolidated Balance Sheet as at March 31, 2025 ,and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flow for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the “Consolidated Ind AS Financial Statements”).

The Consolidated Financial statements include the following entities

• 1) ROBSONS ENGINEERING & CONSTRUCTIONS PRIVATE LIMITED-WHOLLY OWNED SUBSIDIARY

• 2) K&R GLOBAL LLC – FZ- WHOLLY OWNED SUBSIDIARY

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the “Basis for Qualified Opinion“ section of our report, the aforesaid Consolidated Ind AS financial statements give the information required by the Companies Act, 2013(‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting standards and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group, as at March 31, 2025, its consolidated profit including consolidated total comprehensive income, their consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit of the financial statements of “the Group” in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of Financial Statements of “the Group” section of our report. We are independent of “the Group” in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements of the Group under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified audit opinion on the financial statements of The Group.

In case of the “Holding Company”, matters as reported in Basis of Qualified Opinion on the Standalone Financial Statements, are reproduced below:

Certain Trade Receivables and Trade Payables are pending confirmation and reconciliation. Additionally, there are long-outstanding balances under these accounts for which the Company has not made any provision. In the absence of sufficient evidence regarding the recoverability or obligation of these balances, we are unable to determine the potential impact, if any, on the consolidated financial statements

We conducted our audit of the Consolidated Ind AS Financial Statements in accordance with the Standards on Auditing (“SA”s) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Consolidated Ind AS Financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Ind AS

Financial Statements.

Information Other than the Consolidated Ind AS financial statements and Auditor’s Report Thereon:

• The Holding Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report but does not include the Consolidated Ind AS financial statements and our auditor’s report thereon.

• Our opinion on the Consolidated Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact that we have nothing to report in this regard.

Management’s Responsibility for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Consolidated Ind AS financial statements that give a true and fair view of the Consolidated financial position, Consolidated financial performance including consolidated other comprehensive income, consolidated changes in equity and consolidated cash flows of The Group in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act.

The respective Board of Directors of the companies included in The Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of The Group and for preventing and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the directors of the holding company as aforesaid.

In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the companies included in “The Group” are responsible for assessing the ability of “The Group” to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intends to liquidate “The Group” or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the Companies included in The Group are responsible for overseeing the financial reporting process of The Group.

Auditor’s Responsibilities for the Audit of the Consolidated Ind AS financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence

that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Consolidated Ind AS financial statements, including the disclosures, and whether the Consolidated Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the entities within the Group and its associates and jointly controlled entities to express an opinion on the consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated Financial Results, which have been audited by other auditors, such other

auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters:

• (a) The Consolidated annual financial results include the audited financial statement of 2 subsidiary, whose financial statements/financial information reflect total assets (before consolidation adjustments) of Rs 3128.48 lakhs as at 31st March, 2025, total revenue (before consolidation adjestments) of Rs 5649.56 lakhs and total net profit after tax (before consolidation adjustments)of Rs 72.78 lakhs for year ended 31 March 2025 and net cash inflow of Rs 276.83 lakhs for the year ended on that date, as considered in the consolidated annual financial statements duly audited by the respective auditors. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and on our opinion on the Statement, in so far as it related to the amounts and disclosures included in respect of these subsidiaries is based solely on the audited financial statement and audit reports of other auditors.

Our opinion the consolidated financial statements is not modified in respect of the above matter with respect to our reliance on the financial statements certified by the management and audited by other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

2. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Consolidated Ind AS financial statements.

3. b) Except for the effects of the matters described in the Basis for Qualified opinion paragraphs above, in our opinion, proper books of accounts as required by law have been kept by The Group.

4. c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Ind AS financial statements.

5. d) Except for the effects of the matters described in the Basis for Qualified opinion paragraphs above, in our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 as amended.

6. e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors of the holding company and its subsidiaries, none of the directors of the group companies is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

7. f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in “Annexure A” which is based on the Auditor’s reports of the Company and its subsidiary companies. Our report expresses an opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting of those companies, for reasons stated therein.

8. g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the group to its directors during the year is in accordance with the provisions of section 197 of the Act.

• h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

• i. The group have pending litigations, the liabilities in respect of which are disclosed as contingent liabilities - Refer Note 40 of the Notes on accounts to the standalone financial statements. The group has disclosed the impact of pending litigations on its financial position in its consolidated financial statements;

• ii. The group does not have any long-term contracts, including derivate contracts and did not have any material foreseeable losses.

• iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company and its subsidiary companies.

• iv. The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company or group companies to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• v. The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company or group companies from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company or group companies shall

directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• vi. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material misstatement.

• vii. The holding company or group companies has not declared or paid any dividend during the year.

• viii. The Company has used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

For J SINGH & ASSOCIATES., Chartered Accountants FRN: 110266W

DENSIL FERNANDO Partner M.No:208859 UDIN: 25208859BMLHAA9909

Place: Hyderabad Date: 14.06.2025.

Annexure A to the Independent Auditor’s Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of K&R RAIL ENGINEERING LIMITED of even date)

Report on the Internal Financial Controls over Financial Reporting under clause (i) of the Sub-section 3 of the Section 143 of the Companies Act, 2013 (‘The Act’)

In conjunction with our audit of the Consolidated Ind AS financial statements of the Company as of and for the year ended March 31, 2025, we have audited the internal financial controls over financial reporting of K&R RAIL ENGINEERING LIMITED (herein after referred to as “Company”) and its subsidiary company, which is incorporated in India, as of that date. We have not audited the internal financial controls of the Foreign Subsidiary.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Holding Company and its subsidiary companies are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its subsidiary companies based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section143(10) of the Companies Act , 2013 , to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company and its Subsidiary Companies.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and(3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statement.

Inherent Limitations of Internal Financial Controls over Financial Reporting:

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion in the Audit Report of the Consolidated IND AS Financial Statements , the company has in all material respects reasonable internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31[st] 2025 based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Other Matters

Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting, in so far as it relates to one Indian subsidiary of “The Group” audited by other auditors, is based on the reports of their respective auditors.

For J SINGH & ASSOCIATES., Chartered Accountants FRN: 110266W

DENSIL FERNANDO Partner M.No:208859 UDIN: 25208859BMLHAA9909

Place: Hyderabad Date: 14.06.2025.

K&R RAIL ENGINEERING LIMITED

(CIN:L45200TG1983PLC082576) (Formerly Known as AXIS RAIL INDIA LIMITED) Consolidated Balance Sheet as at 31st March 2025

(All amounts Lakhs in Indian Rupees ( ₹ ), except share data and where otherwise stated)

				₹ in Lakhs
			As at	As at As at
	Note		31 March 2025	31 March 2024
Assets
Non-current assets
Property, plant and equipment	4		954.74	1,517.53
Goodwill			1.00	-
Financial assets
Investments	5		12.16	12.16
Deferred Tax Assets net	6		100.75	29.75
			1,068.65	1,559.44
Current assets
Inventories	7		341.10	316.45
Financial assets
Trade receivables	8		19,797.49	13,071.54
Cash and cash equivalents	9		347.98	121.53
Other Bank balances	10		297.29	451.89
Others			-	-
Current tax assets	11		262.05	341.27
Other current assets	12		6,872.71	5,663.92
			27,918.63	19,966.60
Total assets			28,987.28	21,526.04
Equity and Liabilities
Equity
Equity share capital	13		2,850.89	2,117.06
Preference share capital	14		1,329.82	1,329.82
Other equity	15		6,100.29	3,890.50
Non Controlling Interest			-	0.01
Total equity			10,281.00	7,337.38
Non-current liabilities
Financial Liabilities
Borrowings	16		-	57.38
Other non current liabilities
Provisions	17		19.89	51.80
			19.89	109.18
Current liabilities
Financial Liabilities
Borrowings	16		21.49	256.50
Trade payables
(i) Due to MSME'S
(ii) Due to other than MSME'S	18		16,487.86	10,513.68
Other financial liabilities	19		60.51	199.78
Other current liabilities	16		1,805.65	2,734.51
Provisions	17		12.62	22.20
Current tax liabilities, net	20		298.27	352.80
			18,686.40	14,079.47
Total liabilities			18,706.28	14,188.65
Total equity and liabilities			28,987.28	21,526.03
Summary of significant accounting policies	3		0.00	(0.00)
The accompanying notes are an integral part of the financial statements.
As per our report of even date
for J SINGH & ASSOCIATES	for and on behalf of the	Board of Directors of
Chartered Accountants	K&R RAIL ENGINEERING LIMITED
ICAI Firm Registration Number: 110266W	CIN: L45200TS1983PLC082576
DENSIL FERNANDO	Amit Bansal	Rabindra K Barik		Rahmathunnisa
Mem No. 208859	Wholetime Director	Director		Director
Partner	DIN: 06750775	DIN:	08773785	DIN: 10945055
UDIN: 25208859BMLHAA9909
Place: Hyderabad	Kulkarni Prahlada rao
Date: 14-06-2025	Chief Financial Officer
	PAN: AKMPR1779B

K&R RAIL ENGINEERING LIMITED

(CIN:L45200TG1983PLC082576)

(Formerly Known as AXIS RAIL INDIA LIMITED)

Consolidated Statement of Profit and Loss for the year ended 31st March, 2025

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs For the year ended For the year ended Note 31 March 2025 31 March 2024 Revenue from operations 21 69,639.17 66,240.58 Other income 22 82.26 350.03 Total income 69,721.43 66,590.61 Expenses Cost of materials consumed 23 65,615.84 60,735.73 Change in inventories of stock in trade & WIP 24 (24.65) 223.67 Other operating expenses 25 1,974.81 2,964.08 Employee benefits expense 26 380.60 416.88 Depreciation and amortisation expense 27 326.73 330.22 Finance costs 28 83.48 167.29 Other expenses 29 556.13 658.99 Total expense 68,912.94 65,496.86 Profit before tax and Exceptional Items 808.49 1,093.75 Exceptional Items 40.71 - Total Profit before tax 849.20 1,093.75 Tax expenses Current tax 30 298.24 327.82 Prior year tax 2.00 Deferred tax 30 (71.00) (12.53) Total tax expense 229.24 315.29 Profit for the year 619.96 778.46 Other comprehensive income Items that will not be reclassified to profit or loss: Re-measurement gains/ (losses) on mutual funds - - Foreign Exchange Translation Reserve (1.04) (2.46) Other comprehensive income for the year, net of tax (1.04) (2.46) Total comprehensive income for the year 618.92 776.00 Earnings per equity share (nominal value of₹ 10) in INR Basic 2.46 4.62 Diluted 1.61 1.87 Summary of significant accounting policies 3 The accompanying notes are an integral part of the financial statements. As per our report of even date for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576 DENSIL FERNANDO Amit Bansal Rabindra K Barik Rahmathunnisa Mem No. 208859 Wholetime Director Director Director Partner DIN: 06750775 DIN: 08773785 DIN: 10945055 UDIN: 25208859BMLHAA9909 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Consolidated Statement of Profit and Loss for the year ended 31st March, 2025 (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED	₹ in Lakhs For the year ended For the year ended Note 31 March 2025 31 March 2024 Revenue from operations 21 69,639.17 66,240.58 Other income 22 82.26 350.03 Total income 69,721.43 66,590.61 Expenses Cost of materials consumed 23 65,615.84 60,735.73 Change in inventories of stock in trade & WIP 24 (24.65) 223.67 Other operating expenses 25 1,974.81 2,964.08 Employee benefits expense 26 380.60 416.88 Depreciation and amortisation expense 27 326.73 330.22 Finance costs 28 83.48 167.29 Other expenses 29 556.13 658.99 Total expense 68,912.94 65,496.86 Profit before tax and Exceptional Items 808.49 1,093.75 Exceptional Items 40.71 - Total Profit before tax 849.20 1,093.75 Tax expenses Current tax 30 298.24 327.82 Prior year tax 2.00 Deferred tax 30 (71.00) (12.53) Total tax expense 229.24 315.29 Profit for the year 619.96 778.46 Other comprehensive income Items that will not be reclassified to profit or loss: Re-measurement gains/ (losses) on mutual funds - - Foreign Exchange Translation Reserve (1.04) (2.46) Other comprehensive income for the year, net of tax (1.04) (2.46) Total comprehensive income for the year 618.92 776.00 Earnings per equity share (nominal value of₹ 10) in INR Basic 2.46 4.62 Diluted 1.61 1.87 Summary of significant accounting policies 3 The accompanying notes are an integral part of the financial statements. As per our report of even date for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576 DENSIL FERNANDO Amit Bansal Rabindra K Barik Rahmathunnisa Mem No. 208859 Wholetime Director Director Director Partner DIN: 06750775 DIN: 08773785 DIN: 10945055 UDIN: 25208859BMLHAA9909 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Consolidated Statement of Profit and Loss for the year ended 31st March, 2025 (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED
₹ in Lakhs For the year ended For the year ended Note 31 March 2025 31 March 2024 Revenue from operations 21 69,639.17 66,240.58 Other income 22 82.26 350.03 Total income 69,721.43 66,590.61 Expenses Cost of materials consumed 23 65,615.84 60,735.73 Change in inventories of stock in trade & WIP 24 (24.65) 223.67 Other operating expenses 25 1,974.81 2,964.08 Employee benefits expense 26 380.60 416.88 Depreciation and amortisation expense 27 326.73 330.22 Finance costs 28 83.48 167.29 Other expenses 29 556.13 658.99 Total expense 68,912.94 65,496.86 Profit before tax and Exceptional Items 808.49 1,093.75 Exceptional Items 40.71 - Total Profit before tax 849.20 1,093.75 Tax expenses Current tax 30 298.24 327.82 Prior year tax 2.00 Deferred tax 30 (71.00) (12.53) Total tax expense 229.24 315.29 Profit for the year 619.96 778.46 Other comprehensive income Items that will not be reclassified to profit or loss: Re-measurement gains/ (losses) on mutual funds - - Foreign Exchange Translation Reserve (1.04) (2.46) Other comprehensive income for the year, net of tax (1.04) (2.46) Total comprehensive income for the year 618.92 776.00 Earnings per equity share (nominal value of₹ 10) in INR Basic 2.46 4.62 Diluted 1.61 1.87 Summary of significant accounting policies 3 The accompanying notes are an integral part of the financial statements. As per our report of even date for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576 DENSIL FERNANDO Amit Bansal Rabindra K Barik Rahmathunnisa Mem No. 208859 Wholetime Director Director Director Partner DIN: 06750775 DIN: 08773785 DIN: 10945055 UDIN: 25208859BMLHAA9909 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B	₹ in Lakhs For the year ended For the year ended 31 March 2025 31 March 2024 69,639.17 66,240.58 82.26 350.03
	69,721.43 66,590.61
	65,615.84 60,735.73 (24.65) 223.67 1,974.81 2,964.08 380.60 416.88 326.73 330.22 83.48 167.29 556.13 658.99
	68,912.94 65,496.86
	808.49 1,093.75 40.71 -
	849.20 1,093.75
	298.24 327.82 2.00 (71.00) (12.53)
	229.24 315.29
	619.96 778.46
	- - (1.04) (2.46)
	(1.04) (2.46)

K&R RAIL ENGINEERING LIMITED

(CIN:L45200TG1983PLC082576)

(Formerly Known as AXIS RAIL INDIA LIMITED)

Consolidated statement of Cash Flows for the year ended 31.03.2025

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

For the year ended For the year ended For the year ended 31 March 2025 31 March 2024 31 March 2022 I. Cash flows from operating activities Profit before tax 849.20 1,093.75 #REF! Adjustments to reconcile profit before tax to net cash flows: Depreciation of tangible assets 326.73 330.22 955.74 182.52 (Profit) / Loss on sale of Assets -46.40 - Finance costs (including fair value change in financial instruments) 49.94 285.54 (5.81) Operating profit before working capital changes 1,179.47 1,709.51 #REF! Changes in working capital: Adjustment for (increase)/decrease in operating assets Trade receivables (6,725.95) (4,115.08) (284.45) Inventories (24.65) 223.68 (117.30) Loans - (117.78) #REF! Other financial assets - current (182.83) (98.69) #REF! Other assets (1,208.79) (2,945.75) (60.41) Adjustment for (increase)/decrease in operating liabilities Trade payables 5,974.18 6,844.07 (1,046.31) Other financial liabilities - current (139.27) 87.29 11.98 Other Provisions (41.49) 1.47 Other current liabilities (986.83) (267.26) #REF! Cash generated from operations (2,156.16) 1,321.45 #REF! Direct & Indirect taxes paid 264.05(565.77) #REF! Net cash generated from/(used in) operating activities (1,892.11) 755.68 #REF! II. Cash flows from investing activities Purchase of property, plant and equipment and intangibles (including capital work in progress and Goodwill) (34.33) (6.54) (644.02) Proceeds from sale of property, plant and equipment 222.98 55.94 (Increase) Decrease in Non Current Investments (0.00) - Net cash used in investing activities 188.65 (6.54) (588.08) III. Cash flows from financing activities Proceeds from issue of Share Warrants - 2,951.28 Proceeds from/(repayment of) long-term borrowings, net (57.38) (741.16) 417.64 Proceeds from/(repayment of) short-term borrowings, net (235.01) (369.89) 269.85 Interest paid (49.94) 285.54 5.81 Increase in Share Warrant Forfieture Account 184.33 Increase in Security Premium 1,199.41 Increase in Share Capital 733.83 Transalation Gain / Loss 0.09 Redemption of Pref Shares (6,500.00) Net cash provided by financing activities 1,775.32 (4,374.23) 693.30 Net increase in cash and cash equivalents (I+II+III) 71.85 (3,625.09) #REF! Cash and cash equivalents at the beginning of the year 573.43 4,198.52 0.22 Cash and cash equivalents at the end of the year (refer note below) 645.28 573.43 #REF! Note: Cash and cash equivalents comprise: Cash on hand 71.12 70.75 0.22 Balances with banks: 574.15 502.68 645.28 573.43 0.21 Summary of significant accounting policies 3 0.01 -0.00 The accompanying notes are an integral part of the financial statements. As per our report of even date for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576 DENSIL FERNANDO Amit Bansal Rabindra K Barik Rahmathunnisa Mem No. 208859 Wholetime Directo Director Director Partner DIN: 06750775 DIN: 08773785 DIN: 10945055 UDIN: 25208859BMLHAA9909 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Consolidated statement of Cash Flows for the year ended 31.03.2025 (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED	For the year ended For the year ended For the year ended 31 March 2025 31 March 2024 31 March 2022 I. Cash flows from operating activities Profit before tax 849.20 1,093.75 #REF! Adjustments to reconcile profit before tax to net cash flows: Depreciation of tangible assets 326.73 330.22 955.74 182.52 (Profit) / Loss on sale of Assets -46.40 - Finance costs (including fair value change in financial instruments) 49.94 285.54 (5.81) Operating profit before working capital changes 1,179.47 1,709.51 #REF! Changes in working capital: Adjustment for (increase)/decrease in operating assets Trade receivables (6,725.95) (4,115.08) (284.45) Inventories (24.65) 223.68 (117.30) Loans - (117.78) #REF! Other financial assets - current (182.83) (98.69) #REF! Other assets (1,208.79) (2,945.75) (60.41) Adjustment for (increase)/decrease in operating liabilities Trade payables 5,974.18 6,844.07 (1,046.31) Other financial liabilities - current (139.27) 87.29 11.98 Other Provisions (41.49) 1.47 Other current liabilities (986.83) (267.26) #REF! Cash generated from operations (2,156.16) 1,321.45 #REF! Direct & Indirect taxes paid 264.05(565.77) #REF! Net cash generated from/(used in) operating activities (1,892.11) 755.68 #REF! II. Cash flows from investing activities Purchase of property, plant and equipment and intangibles (including capital work in progress and Goodwill) (34.33) (6.54) (644.02) Proceeds from sale of property, plant and equipment 222.98 55.94 (Increase) Decrease in Non Current Investments (0.00) - Net cash used in investing activities 188.65 (6.54) (588.08) III. Cash flows from financing activities Proceeds from issue of Share Warrants - 2,951.28 Proceeds from/(repayment of) long-term borrowings, net (57.38) (741.16) 417.64 Proceeds from/(repayment of) short-term borrowings, net (235.01) (369.89) 269.85 Interest paid (49.94) 285.54 5.81 Increase in Share Warrant Forfieture Account 184.33 Increase in Security Premium 1,199.41 Increase in Share Capital 733.83 Transalation Gain / Loss 0.09 Redemption of Pref Shares (6,500.00) Net cash provided by financing activities 1,775.32 (4,374.23) 693.30 Net increase in cash and cash equivalents (I+II+III) 71.85 (3,625.09) #REF! Cash and cash equivalents at the beginning of the year 573.43 4,198.52 0.22 Cash and cash equivalents at the end of the year (refer note below) 645.28 573.43 #REF! Note: Cash and cash equivalents comprise: Cash on hand 71.12 70.75 0.22 Balances with banks: 574.15 502.68 645.28 573.43 0.21 Summary of significant accounting policies 3 0.01 -0.00 The accompanying notes are an integral part of the financial statements. As per our report of even date for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576 DENSIL FERNANDO Amit Bansal Rabindra K Barik Rahmathunnisa Mem No. 208859 Wholetime Directo Director Director Partner DIN: 06750775 DIN: 08773785 DIN: 10945055 UDIN: 25208859BMLHAA9909 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Consolidated statement of Cash Flows for the year ended 31.03.2025 (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED	For the year ended For the year ended For the year ended 31 March 2025 31 March 2024 31 March 2022 I. Cash flows from operating activities Profit before tax 849.20 1,093.75 #REF! Adjustments to reconcile profit before tax to net cash flows: Depreciation of tangible assets 326.73 330.22 955.74 182.52 (Profit) / Loss on sale of Assets -46.40 - Finance costs (including fair value change in financial instruments) 49.94 285.54 (5.81) Operating profit before working capital changes 1,179.47 1,709.51 #REF! Changes in working capital: Adjustment for (increase)/decrease in operating assets Trade receivables (6,725.95) (4,115.08) (284.45) Inventories (24.65) 223.68 (117.30) Loans - (117.78) #REF! Other financial assets - current (182.83) (98.69) #REF! Other assets (1,208.79) (2,945.75) (60.41) Adjustment for (increase)/decrease in operating liabilities Trade payables 5,974.18 6,844.07 (1,046.31) Other financial liabilities - current (139.27) 87.29 11.98 Other Provisions (41.49) 1.47 Other current liabilities (986.83) (267.26) #REF! Cash generated from operations (2,156.16) 1,321.45 #REF! Direct & Indirect taxes paid 264.05(565.77) #REF! Net cash generated from/(used in) operating activities (1,892.11) 755.68 #REF! II. Cash flows from investing activities Purchase of property, plant and equipment and intangibles (including capital work in progress and Goodwill) (34.33) (6.54) (644.02) Proceeds from sale of property, plant and equipment 222.98 55.94 (Increase) Decrease in Non Current Investments (0.00) - Net cash used in investing activities 188.65 (6.54) (588.08) III. Cash flows from financing activities Proceeds from issue of Share Warrants - 2,951.28 Proceeds from/(repayment of) long-term borrowings, net (57.38) (741.16) 417.64 Proceeds from/(repayment of) short-term borrowings, net (235.01) (369.89) 269.85 Interest paid (49.94) 285.54 5.81 Increase in Share Warrant Forfieture Account 184.33 Increase in Security Premium 1,199.41 Increase in Share Capital 733.83 Transalation Gain / Loss 0.09 Redemption of Pref Shares (6,500.00) Net cash provided by financing activities 1,775.32 (4,374.23) 693.30 Net increase in cash and cash equivalents (I+II+III) 71.85 (3,625.09) #REF! Cash and cash equivalents at the beginning of the year 573.43 4,198.52 0.22 Cash and cash equivalents at the end of the year (refer note below) 645.28 573.43 #REF! Note: Cash and cash equivalents comprise: Cash on hand 71.12 70.75 0.22 Balances with banks: 574.15 502.68 645.28 573.43 0.21 Summary of significant accounting policies 3 0.01 -0.00 The accompanying notes are an integral part of the financial statements. As per our report of even date for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576 DENSIL FERNANDO Amit Bansal Rabindra K Barik Rahmathunnisa Mem No. 208859 Wholetime Directo Director Director Partner DIN: 06750775 DIN: 08773785 DIN: 10945055 UDIN: 25208859BMLHAA9909 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Consolidated statement of Cash Flows for the year ended 31.03.2025 (Formerly Known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576) K&R RAIL ENGINEERING LIMITED
	F I. Cash flows from operating activities Profit before tax Adjustments to reconcile profit before tax to net cash flows: Depreciation of tangible assets (Profit) / Loss on sale of Assets Finance costs (including fair value change in financial instruments) Operating profit before working capital changes Changes in working capital: Adjustment for (increase)/decrease in operating assets Trade receivables Inventories Loans Other financial assets - current Other assets Adjustment for (increase)/decrease in operating liabilities Trade payables Other financial liabilities - current Other Provisions Other current liabilities Cash generated from operations Direct & Indirect taxes paid Net cash generated from/(used in) operating activities II. Cash flows from investing activities Purchase of property, plant and equipment and intangibles (including capital work in progress and Goodwill) Proceeds from sale of property, plant and equipment (Increase) Decrease in Non Current Investments Net cash used in investing activities III. Cash flows from financing activities Proceeds from issue of Share Warrants Proceeds from/(repayment of) long-term borrowings, net Proceeds from/(repayment of) short-term borrowings, net Interest paid Increase in Share Warrant Forfieture Account Increase in Security Premium Increase in Share Capital Transalation Gain / Loss Redemption of Pref Shares Net cash provided by financing activities Net increase in cash and cash equivalents (I+II+III) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year (refer note below) Note: Cash and cash equivalents comprise: Cash on hand Balances with banks: Summary of significant accounting policies 3 The accompanying notes are an integral part of the financial statements. As per our report of even date for J SINGH & ASSOCIATES for and on behalf o Chartered Accountants K&R RAIL ENG ICAI Firm Registration Number: 110266W CIN: L45200TS19 DENSIL FERNANDO Amit Bansal Mem No. 208859 Wholetime Directo Partner DIN: 06750775 UDIN: 25208859BMLHAA9909 Place: Hyderabad Kulkarni Prahlad Date: 14-06-2025 Chief Financial Of PAN: AKMPR177	or the year ended For the year ended For the year ended 31 March 2025 31 March 2024 31 March 2022 849.20 1,093.75 #REF! 326.73 330.22 955.74 182.52 -46.40 - 49.94 285.54 (5.81) 1,179.47 1,709.51 #REF! (6,725.95) (4,115.08) (284.45) (24.65) 223.68 (117.30) - (117.78) #REF! (182.83) (98.69) #REF! (1,208.79) (2,945.75) (60.41) 5,974.18 6,844.07 (1,046.31) (139.27) 87.29 11.98 (41.49) 1.47 (986.83) (267.26) #REF! (2,156.16) 1,321.45 #REF! 264.05(565.77) #REF! (1,892.11) 755.68 #REF! (34.33) (6.54) (644.02) 222.98 55.94 (0.00) - 188.65 (6.54) (588.08) - 2,951.28 (57.38) (741.16) 417.64 (235.01) (369.89) 269.85 (49.94) 285.54 5.81 184.33 1,199.41 733.83 0.09 (6,500.00) 1,775.32 (4,374.23) 693.30 71.85 (3,625.09) #REF! 573.43 4,198.52 0.22 645.28 573.43 #REF! 71.12 70.75 0.22 574.15 502.68 645.28 573.43 0.21 0.01 -0.00 f the Board of Directors of INEERING LIMITED 83PLC082576 Rabindra K Barik Rahmathunnisa Director Director DIN: 08773785 DIN: 10945055 a rao ficer 9B

K&R RAIL ENGINEERING LIMITED

(CIN:L45200TG1983PLC082576)

(Formerly Known as AXIS RAIL INDIA LIMITED)

Consolidated Statement of Changes in Equity for the year ended March 31, 2025

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

a. Equity Share Capital

a. Equity Share Capital
Balance as at April 1, 2023 Balance as at March 31, 2024 Balance as at March 31, 2025 b. Preference Share Capital Balance as at April 1, 2023 Balance as at March 31, 2024 Balance as at March 31, 2025 Total Share Capital	No. of shares Amount 1,57,79,355.00 1,577.94
	2,11,70,579.00 2,117.06
	2,85,08,894.00 2,850.89
	No. of shares Amount 1,41,14,556.00 1,411.46
	1,32,98,168.00 1,329.82
	1,32,98,168.00 1,329.82
	4,180.71

Total Share Capital

c. Consolidated Other equity

Particulars	Money received against Share Warrants	Reserves and Surplus	Reserves and Surplus	Foreign Exchange Translation Reserve	Capital Redemption Reserve	Non Controlling Interest	Total
		General reserve	Retained earnings
At April 1, 2023 Profit for the year Add: Security Premium on convertion of Share Warrants Less: Adjustment to depreciation Other comprehensive income Transfer from Retained earnings to General reserve Transfer to Capital Redemption Reserve Premium on redemption of Optionally Convertible Pref Shares Money received against issue of Share Warrants as at 31.03.2024 Less:Converted during the year At March 31, 2024 Opening Retained earnings Profit for the year Add: Security Premium on convertion of Share Warrants Other comprehensive income Transfer from Retained earnings to General reserve Transfer to Capital Redemption Reserve Premium on redemption of Optionally Convertible Pref Shares Money received against issue of Share Warrants as at 31.03.2025 Less:Converted during the year Transfer from General reserve to Capital Redemption Reserve Share Warrants Forfeited Account Balance as of 31 March 2025	3,711.74 3,262.23 (3,860.12)	3,095.59 3,320.96 776.00 (81.64) (6,418.36)	778.46 (2.46) (776.00)	2.46	- 81.64	0 0.01	6,807.33 778.47 3,320.96 - - (6,418.36) 3,262.23 (3,860.12)
	3,113.85	692.55	-	2.46	81.64	0.01	3,890.51
	- -	4,520.40 618.92 - -	619.96 (1.04) (618.92)	1.04	-	0	695.01 619.96 4,520.40 (1.04) - - - - - 81.64 184.33
	-	5,831.87	-	3.50	81.64	-	6,100.30

During the year the Company has converted 73,38,315 Share Warrants into equity Shares @ Rs 71.60/- per share. The face value of the shares so converted into equity is Rs 10/- and the premium on such issue is Rs 61.60/- per Share.

Summary of significant accounting policies

The accompanying notes are an integral part of the financial statements. As per our report of even date

for J SINGH & ASSOCIATES Chartered Accountants

ICAI Firm Registration Number: 110266W

for and on behalf of the Board of Directors of K&R RAIL ENGINEERING LIMITED CIN: L45200TS1983PLC082576

DENSIL FERNANDO

Mem No. 208859 Partner

Amit Bansal Rabindra K Barik Rahmathunnisa Wholetime Di Director Director DIN: 06750775 DIN: 08773785 DIN: 10945055

UDIN: 25208859BMLHAA9909

Place: Hyderabad Date: 14-06-2025

Kulkarni Prahlada rao Chief Financial Officer PAN: AKMPR1779B

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Consolidated financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

1 General Information

K&R Rail Engineering Limited (‘the Company’) (formerly known as Axis Rail India LImited ) is a Public Limited Company having its registered office at Hyderabad, India. The Company is carrying on the business of providing end to end EPCC services which includes Earth Work, Bridges & Civil Works, Track Works, Overhead Electrifications (OHE) works, Signaling & Telecommunication (S&T) works, Railway Operation & Maintenance (O&M) and Consultancy in preparing details DPRs and other allied activities.

The Company K&R together its subsidiaries is hereinafter referred to as "the Group".

2 Basis of preparation of financial statements

2.1 Statement of Compliance

The consolidated financial statements have been prepared in accordance of Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notified under Section 133 of Companies Act 2013 (the ‘Act’) and other relevant provisions of the Act.

The financial statements were authorised for issue by the Company’s Board of Directors on ne, 14, 2025

Details of the accounting policies are included in Note 3.

Basis of Consolidation

The Company consolidates entities which it owns or controls. The Consolidated Financial Statements comprise the financial statements of the Company and its Susbidiary companies M/s Robsons Engineering & Constructions Private Limited and KIR Global LLC-FZ, UAE. Control exists when the parent has power over the entity, is exposed, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns by using the power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entitiy's returns. Subsidiaries are consolidated from the date control commences until the date of control ceases.

The financial statements of the Group companies are consolidated on a line-by-line basis and intra-group balances and trasactions including unrealized gain/loss from such transactions are eliminated upon consolidation. The financial statements are prepared applying uniform accounting policies in use at the Group. Non-controlling interest which represents part of the net profit or loss and net assets of subsidiaries that are not,l directly or indirectly owned or controlled by the Company are excluded.

2.2 Basis of measurement

These financial statements have been prepared on the historical cost convention and on an accrual basis, except for the following material items in the statement of financial position:

Certain financial assets are and liabilities are measured at fair value;

long term borrowings are measured at amortised cost using effective interest rate method.

2.3 Functional currency

The financial statements are presented in Indian rupees, which is the functional currency of the Company. Functional currency of an entity is the currency of the primary economic environment in which the entity operates.

All amounts are in Indian Rupees except share data, unless otherwise stated.

2.4 Operating cycle

All the assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.

Assets:

An asset is classified as current when it satisfies any of the following criteria:

a) it is expected to be realized in, or is intended for sale or consumption in, the Company’s normal operating cycle;

b) it is held primarily for the purpose of being traded;

c) it is expected to be realized within twelve months after the reporting date; or

d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.

Liabilities:

A liability is classified as current when it satisfies any of the following criteria:

a) it is expected to be settled in the Company’s normal operating cycle;

b) it is held primarily for the purpose of being traded;

c) it is due to be settled within twelve months after the reporting date; or

d) the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. Current assets/ liabilities include the current portion of non-current assets/ liabilities respectively. All other assets/ liabilities are classified as noncurrent.

2.5 Critical accounting judgements and key sources of estimation uncertainty Operating cycle

In the application of the Company’s accounting policies, which are described in note 3, the management of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the areas of estimation uncertainty and critical judgements that the management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Consolidated financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

Provision and contingent liability

On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial statements. Loss Contingencies that are considered possible are not provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial statements. Gain contingencies are not recognized until the contingency has been resolved and amounts are received or receivable.

Useful lives of depreciable assets

Management reviews the useful lives of depreciable assets at each reporting. As at March 31, 2023 management assessed that the useful lives represent the expected utility of the assets to the Company. Further, there is no significant change in the useful lives as compared to previous year.

2.6 Measurement of fair values

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

– Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

3 Significant accounting policies

3.1 Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the amount can be reliably measured.

• Revenue is measured at the fair value of consideration received or receivable taking into account the amount of discounts, volume rebates and GST are recognised when all significant risks and rewards of ownership of the goods sold are transferred.

• The recognition of revenue and expenses by reference to the stage of complete of a contract is referred to as the percentage of completion method. Under this method, contract revenue is matched with the contract costs incurred in reaching the stage of completion, resulting in the reporting of revenue, expenses and profit which can be attributed to the proportion of work completed at the reporting date as per the IAS and Income Disclosure Standards.

• Interest income is accrued on, time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

3.2 Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Such assets are capitalized at fair value of the asset or present value of the minimum lease payments at the inception of the lease, whichever is lower. Assets held under leases that do not transfer substantially all the risks and reward of ownership are not recognized in the balance sheet.

Lease payments under operating lease are generally recognised as an expense in the statement of profit and loss on a straight-line basis over the term of lease unless such payments are structured to increase in line with the expected general inflation to compensate for the lessor’s expected inflationary cost increases.

Further, at the inception of above arrangement, the Company determines whether the above arrangement is or contains a lease. At inception or on reassessment of an arrangement that contains a lease, the Company separates a payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values.

If the Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Company’s incremental borrowing rate.

Minimum lease payments made under finance leases are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

K&R RAIL ENGINEERING LIMITED

Notes forming part of the Consolidated financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

3.3 Foreign currencies

In preparing the financial statements of the Company, transactions in currencies other than the company’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.

3.4 Borrowing costs

Specific borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of such asset till such time the asset is ready for its intended use and borrowing costs are being incurred. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are recognised as an expense in the period in which they are incurred.

Borrowing cost includes interest expense, amortization of discounts, ancillary costs incurred in connection with borrowing of funds and exchange difference arising from foreign currency borrowings to the extent they are regarded as an adjustment to the Interest cost.

3.5 Taxation

Income tax expense consists of current and deferred tax. Income tax expense is recognized in the income statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax

Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit; differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and taxable temporary differences arising upon the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

3.6 Earnings per share

The Company presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. The basic earnings per share is computed by dividing the net profit attributable to equity shareholders for the period by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share is computed by dividing the net profit attributable to equity shareholders for the year relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share.

3.7 Property, plant and equipment

The initial cost of PPE comprises its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing an asset to working condition and location for its intended use, including relevant borrowing costs and any expected costs of decommissioning, less accumulated depreciation and accumulated impairment losses, if any. Expenditure incurred after the PPE have been put into operation, such as repairs and maintenance, are charged to the Statement of Profit and Loss in the period in which the costs are incurred. If significant parts of an item of PPE have different useful lives, then they are accounted for as separate items (major components) of PPE. Material items such as spare parts, stand-by equipment and service equipment are classified as PPE when they meet the definition of PPE as specified in Ind AS 16 – Property, Plant and Equipment.

3.8 Expenditure during construction period

Expenditure during construction period (including financing cost related to borrowed funds for construction or acquisition of qualifying PPE) is included under Capital Work-in-Progress, and the same is allocated to the respective PPE on the completion of their construction. Advances given towards acquisition or construction of PPE outstanding at each reporting date are disclosed as Capital Advances under “Other non-current Assets”.

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED) Notes forming part of the financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

3.9 Depreciation

Depreciation is the systematic allocation of the depreciable amount of PPE over its useful life and is provided on a Straight Line basis over the useful lives as prescribed in Schedule II to the Act or as per technical assessment.

Depreciable amount for PPE is the cost of PPE less its estimated residual value. The useful life of PPE is the period over which PPE is expected to be available for use by the Company, or the number of production or similar units expected to be obtained from the asset by the Company

.

The Company has componentised its PPE and has separately assessed the life of major components. In case of certain classes of PPE, the Company uses different useful lives than those prescribed in Schedule II to the Act. The useful lives have been assessed based on technical advice, taking into account the nature of the PPE and the estimated usage of the asset on the basis of management’s best estimation of obtaining economic benefits from those classes of assets.

Such classes of assets and their estimated useful lives are as under:

Particulars	Useful life
Buildings	30years
Plant and Machinery	9years
Office Equipment	5years
Computers	3years
Furniture and Fixtures	10years
Vehicles	8years

Depreciation on additions is provided on a pro-rata basis from the month of installation or acquisition and in case of Projects from the date of commencement of commercial production. Depreciation on deductions/disposals is provided on a pro-rata basis up to the date of deduction/disposal.

3.10 Intangible assets and amortisation

Intangible assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, from the date that they are available for use.

Amortization

The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.

3.11 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held for the purpose of meeting short-term cash commitments.

3.12 Cash flow statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated. Bank overdrafts are classified as part of cash and cash equivalent, as they form an integral part of an entity’s cash management.

3.13 Inventories / Stock-in-Trade / Work in Progress

The Company has to procure land for laying of Railway tracks and for construction of bridges in connection with laying of Railway tracks as per the requirements and approvals of Railways. Accordingly, such land will form part of stock in trade for the Company, as the same will be billed to the Customer. Untill the sale of such land to the Customer, the same will be disclosed as Stock in trade in the financial statements. The Work in progress represents the constructions carried out but not yet certificed by the Customer. It includes the cost of materials used and other supplies held for use in the construction.

3.14 Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with.

Where the Company receives non-monetary grants, the asset and the grant are accounted at fair value and recognised in the statement of profit and loss over the expected useful life of the asset.

3.15 Impairment of non financial assets

The carrying amounts of the Company’s non-financial assets, inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the cash-generating unit. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

An impairment loss is recognized in the income statement if the estimated recoverable amount of an asset or its cash-generating unit is lower than its carrying amount. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Goodwill that forms part of the carrying amount of an investment in an associate is not recognized separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in an associate is tested for impairment as a single asset when there is objective evidence that the investment in an associate may be impaired.

An impairment loss in respect of equity accounted investee is measured by comparing the recoverable amount of investment with its carrying amount. An impairment loss is recognized in the income statement, and reversed if there has been a favorable change in the estimates used to determine the recoverable amount.

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

3.16 Employee benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Defined contribution plans

The Company’s contributions to defined contribution plans are charged to the income statement as and when the services are received from the employees.

Defined benefit plans

The liability in respect of defined benefit plans and other post-employment benefits is calculated using the projected unit credit method consistent with the advice of qualified actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related defined benefit obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used. The current service cost of the defined benefit plan, recognized in the income statement in employee benefit expense, reflects the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes, curtailments and settlements. Past service costs are recognized immediately in income. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the income statement. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise.

Termination benefits

Termination benefits are recognized as an expense when the Company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy.

Termination benefits for voluntary redundancies are recognized as an expense if the Company has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. Other long-term employee benefits

The Company’s net obligation in respect of other long term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and previous periods. That benefit is discounted to determine its present value. Re-measurements are recognized in the statement of profit and loss in the period in which they arise.

3.17 Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

3.18 Contingent liabilities & contingent assets

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent assets are not recognised in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

3.19 Financial instruments

a. Recognition and Initial recognition

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issues of financial assets and financial liabilities that are not at fair value through profit or loss, are added to the fair value on initial recognition.

A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.

b. Classification and Subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at

– amortised cost;

– FVTPL

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model for managing financial assets.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

– the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and

– the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortised cost as described above are measured at FVTPL. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets: Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

– the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

– how the performance of the portfolio is evaluated and reported to the Company’s management;

– the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

– how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and the frequency, volume and timing of sales of financial assets in prior

periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Company’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL. Financial assets: Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

– contingent events that would change the amount or timing of cash flows;

– terms that may adjust the contractual coupon rate, including variable interest rate features;

– prepayment and extension features; and

– terms that limit the Company’s claim to cash flows from specified assets (e.g. non‑ recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount

treated as consistent with this criterion if the fair value

of the prepayment feature is insignificant at initial recognition.

Financial assets: Subsequent measurement and gains and losses

Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

Financial assets at amortised cost: These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Financial liabilities: Classification, Subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held‑ for‑ trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

c. Derecognition

Financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised. Financial liabilities

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED) Notes forming part of the financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit

d. Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

e. Impairment

The Company recognises loss allowances for expected credit losses on financial assets measured at amortised cost;

At each reporting date, the Company assesses whether financial assets carried at amortised cost and debt securities at fair value through other comprehensive income (FVOCI) are credit impaired. A financial asset is ‘credit‑ impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit‑ impaired includes the following observable data:

– significant financial difficulty of the borrower or issuer;

– the restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;

– it is probable that the borrower will enter bankruptcy or other financial reorganisation; or

– the disappearance of an active market for a security because of financial difficulties.

The Company measures loss allowances at an amount equal to lifetime expected credit losses, except for the following, which are measured as 12 month expected credit losses:

– debt securities that are determined to have low credit risk at the reporting date; and

– other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses.

Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.

12-month expected credit losses are the portion of expected credit losses that result from default events that are possible within 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which the Company is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward‑ looking information.

Measurement of expected credit losses

Expected credit losses are a probability‑weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive).

Presentation of allowance for expected credit losses in the balance sheet

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Write off The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the trade receivable does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write‑ off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

4

K&R RAIL ENGINEERING LIMITED

(CIN:L45200TG1983PLC082576)

(Formerly known as AXIS RAIL INDIA LIMITED) Notes forming part of the Consolidated financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

₹ in Lakhs (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Consolidated financial statements (Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Consolidated financial statements (Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Consolidated financial statements (Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Consolidated financial statements (Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Consolidated financial statements (Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Consolidated financial statements (Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Consolidated financial statements (Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)	₹ in Lakhs (All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated) Notes forming part of the Consolidated financial statements (Formerly known as AXIS RAIL INDIA LIMITED) (CIN:L45200TG1983PLC082576)
Property, plant and equipment
Particulars	Land	Office Equipment	Furniture	Computers	Vehicles	Plant & Machinery	Total
Deemed Cost At April 1, 2023 Additions Deletions	- - -	212.78 0.28 -	33.97 - -	37.54 - -	2,973.78	356.14 6.26 -	3,614.21 6.54 -
At March 31, 2024	-	213.06	33.97	37.54	2,973.78	362.40	3,620.75
Additions Deletions	- -	5.20 -	- -	0.00 -	17.28 415.51	10.85 -	33.33 415.51
At March 31, 2025	-	218.26	33.97	37.54	2,575.54	373.25	3,238.56
Accumulated depreciation At April 1, 2023 - Charge for the year - Less: Adjustments -		203.00 2.36 -	33.41 0.09 -	31.52 3.26 -	1,282.57 304.96	222.51 19.54 -	1,773.00 330.22 -
At March 31, 2024	-	205.36	33.50	34.79	1,587.53	242.05	2,103.22
Charge for the year Less: Adjustments	- -	2.45 -	0.08 -	2.58 -	299.63 146.13	21.98 -	326.73 146.13
At March 31, 2025	-	207.81	33.58	37.37	1,741.03	264.04	2,283.83
Carrying amount
At April 1,2023	-	9.78	0.57	6.02	1,691.21	133.63	1,841.21
At March 31,2024	-	7.70	0.48	2.76	1,386.25	120.35	1,517.53
At March 31, 2025	-	10.45	0.39	0.18	834.51	109.21	954.74

K&R RAIL ENGINEERING LIMITED

(CIN:L45200TG1983PLC082576)

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Consolidated financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

5 6 7 **8 **	Investments Non-Current Unsecured, considered good Other Investments Total Deferred Tax Assets, net Deferred tax asset/(Liability) - Tangible assets-Depreciation Difference Total Inventories Work in Progress Stock- Total Trade receivables Unsecured, considered good Less: Allowance for doubtful receivables Total Trade Receivables ageingschedule for theyear ended as at 31st March,2025	Rs in Lakhs ₹ in Lakhs 31 March 2025 31 March 2024 31 March 2022 12.16 12.16 - 12.16 12.16 - 31 March 2025 31 March 2024 31 March 2022 100.75 29.75 18.31 100.75 29.75 18.31 31 March 2025 31 March 2024 31 March 2022 251.73 227.08 988.30 89.37 89.37 89.37 341.10 316.45 1,077.67 31 March 2025 31 March 2024 31 March 2022 19,797.49 13,071.543,928.73 19,797.49 13,071.54 3,928.73 - 19,797.49 13,071.54 3,928.73
	Particulars Outstanding for following periods from due date of payment Total < 6 Months >6 months 1-2 Years 2-3 Years >3 years to 1 Year
	Undisputed Trade Receivables - considered good 18,284.03 306.68 59.79 33.38 1113.61 19,797.49 **<br>- which have significant increase in credit risk<br>** Undisputed Trade Receivables -credit impaired - - - - - - - Disputed Trade Receivables - considered good - - - - - - - Disputed Trade Receivables -credit impaired - - - - - - -
	Trade Receivables ageingschedule for theyear ended as at 31st March,2024 Particulars Outstanding for following periods from due date of payment Total < 6 Months >6 months 1-2 Years 2-3 Years >3 years to 1 Year Undisputed Trade Receivables - considered good 11220.72 646.68 33.38 517.83 652.91 13,071.54 **<br>- which have significant increase in credit risk<br>** Undisputed Trade Receivables -credit impaired - - - - - - - Disputed Trade Receivables - considered good - - - - - - - Disputed Trade Receivables -credit impaired - - - - - - -
	Particulars Outstanding for following periods from due date of payment Total < 6 Months >6 months 1-2 Years 2-3 Years >3 years to 1 Year
	Undisputed Trade Receivables - considered good 11220.72 646.68 33.38 517.83 652.91 13,071.54 **<br>- which have significant increase in credit risk<br>** Undisputed Trade Receivables -credit impaired - - - - - - - Disputed Trade Receivables - considered good - - - - - - - Disputed Trade Receivables -credit impaired - - - - - - -

The Management has considered the Receivables which are due more than 3 years as good and accordingly no provision for expected loss has been provided during the year.

9 Cash and cash equivalents Balances with banks: - On current accounts Cash on hand Total	31 March 2025 31 March 2024 31 March 2022 276.86 50.78 348.58 71.12 70.75 0.22 347.98 121.53 348.80

10 Other Bank Balances

Term deposits with Banks with original maturities of more than 3 months and less than 1 year Total Represents margin money deposits against bank guarantees . 11 Current tax assets Advance taxes and TDS receivable Total 12 Other assets Current Unsecured, considered good Retention Money Advances other than capital advances Advances for Supplies GST paid under Protest Service Tax paid against Appeal Salary Advances Prepaid Expenses GST Input Other Advances Preliminery Expensess not written off Total

31 March 2025 31 March 2024 31 March 2022 297.29 451.89 693.73 297.29 451.89 693.73 31 March 2025 31 March 2024 31 March 2022 262.05 341.27 162.34 262.05 341.27 162.34 31 March 2025 31 March 2024 31 March 2022 2,228.60 2040.18035 3,819.87 3,209.61 62.87 150.00 150.00 - 11.20 0.32 0.32 1.18 3.07 4.75 13.04 55.17 28.33 53.66 615.67 219.43 - - 0.10 6,872.71 5,663.92 130.74

K&R RAIL ENGINEERING LIMITED

(CIN:L45200TG1983PLC082576)

(Formerly Known as AXIS RAIL INDIA LIMITED) Notes forming part of the Consolidated financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

13 Share Capital

Authorised Share Capital Equity Shares 4,58,50,000 (March 31, 2024: 3,08,50,000; equity shares of ₹ 10/- each Preference Shares 1,41,50,000 7% Optionally Convertible Preference Shares(March 31, 2024: 1,41,50,000; ) equity shares of ₹ 10/- each Total Authorised Capital Issued, subscribed and fully paid-up Equity Shares 2,11,70,579 (March 31, 2024: 2,11,70,579; April 1, 2023: 1,57,80,105) equity shares of ₹ 10/- each fully paid-up Issued during the year Less: Unpaid calls on 750 shares of Rs.10/-each Preference Shares 1,32,98,168 (March 31, 2024: 1,32,98,168; April 1, 2023: 1,41,14,556) equity shares of ₹ 10/- each fully paid-up Less:Redeemed during the year

31 March 2025 31 March 2024 31 March 2023 ######### 31 March 2020 4,585.00 3,085.00 3,085.00 3,100.00 3,100.00 1,415.00 1,415.00 1,415.00 1,415.00 2,405.00 6,000.00 4,500.00 2,117.06 1,578.01 1,578.01 1,578.01 1,578.01 733.83 539.12 - - 0.08 0.08 0.08 0.08 2,850.89 2,117.06 1,577.94 1,577.94 1,577.94 1,329.82 1,411.46 1,411.46 1,411.46 1,411.46 - 81.64 - 1,329.82 1,329.82 1,411.46 1,411.46 1,411.46

14 Preference Shares

(a) Reconciliation of shares outstanding at the beginning and end of the reporting year

Equity Shares

Equity Shares
Particulars	31 March 2025		31 March		2024
	No. of equity shares	Amount	No. of equity shares		Amount
Outstandingat the beginningof theyear	2,11,70,579	2,117.06	1,57,79,355.00		1,577.94
Issued duringtheyear	73,38,315	733.83	53,91,224.00		539.12
Outstandingat the end of theyear	2,85,08,894	2,850.89	2,11,70,579.00		2,117.06
PreferenceShares
Particulars	31 March 2025		31 March		2024
	No. of equity shares	Amount	No. of equity shares		Amount
Outstandingat the beginningof theyear	1,32,98,168	1,329.82	1,41,14,556		1,411.46
Issued duringtheyear	-	-	-		-
Redeemed duringtheyear	-	-	8,16,388.00		81.64
Outstandingat the end of theyear	1,32,98,168	1,329.82	1,32,98,168		1,329.82

(b) Terms / rights attached to the equity shares

Equity shares of the Company have a par value of ₹ 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. During the year the Company has converted 73,38,315 Share Warrants into equity Shares @ Rs 71.60/- per share. The face value of the shares so converted into equity is Rs 10/- and the premium on such issue is Rs 61.60/- per Share. The Shareholders so allotted during the year has ranked pari pasu with the existing shareholders.

Terms / rights attached to the Preference shares

Preference shares carried a fixed non cumulative dividend of 7% Optionally Convertible Redeemable Preference Shares of Rs. 10/- each. The Preference shares were issued on 15/12/2015 and the same should be converted or edeemed by 15/12/2020. However, as per the Board of Directors Meeting held on 18.12.2020, the Optionally Convertible Redeemable Preference Shares were extended for a period of 05 years from the due date of redemption. ie. by a period upto 18.12.2025 as per the NCLT, Hyderabad Bench Order dated 29.05.2023. The preference share holders shall get a right over the equity shareholders in case of right to dividend as well as repayment of capital in case of winding up of the company. The preference share holders shall have limited voting right, which shall be confined to the rights to vote on those matters affecting their interest.

(c) Details of shareholders holding more than 5% shares in the Company

Equity Shares

(c) Details of shareholders holding more than 5% shares in the Company Equity Shares
Particulars	31 March 2025		31 March		2024
	No. of equity shares held	% holding in the class	No. of equity shares held		% holding in the class
Ajaz Farooqi	41,68,365	14.62%	38,68,365		18.27%
Asma Farooqi	15,45,000	5.42%	12,45,000		5.88%
Aijaz Investments Pvt Limited	7,18,000	2.52%	7,18,000		3.39%
Asma Estates & Investments Pvt Limited	18,86,000	6.62%	15,86,000		7.49%
Shoeb Estates Pvt Limited	11,68,750	4.10%	11,68,750		5.52%
Zainab Investments Pvt Limited	13,75,750	4.83%	10,75,750		5.08%
Zara Investments Pvt Limited	21,55,015	7.56%	21,55,015		10.18%
Preference Shares
Particulars	31 March 2025		31 March		2024
	No. of equity shares held	% holding in the class	No. of equity shares held		% holding in the class
Ajaz Farooqi	36,02,818	27.09%	36,02,818		27.09%
Asma Farooqi	10,90,607	8.20%	10,90,607		8.20%
Aijaz Investments Pvt Limited	8,81,600	6.63%	8,81,600		6.63%
Asma Estates & Investments Pvt Limited	20,60,400	15.49%	20,60,400		15.49%
Shoeb Estates Pvt Limited	15,18,750	11.42%	15,18,750		11.42%

13,96,750 10.50% 13,96,750 10.50% 27,47,243 20.66% 27,47,243 20.66%

Zainab Investments Pvt Limited Zara Investments Pvt Limited

15 Other equity

31 March 2025 31 March 2024

General reserve Opening balance Additions during the year Add: Security Premium Reserve Less: Premium on Redemption of Pref Shares Closing balance Non Controlling Interest Capital Redemption Reserve Retained earnings Opening balance Profit/(loss) for the year Less: Adjustment due to Depreciation Add: Other comprehensive income Less: Transfer to General reserve Closing balance Money Received against Share Warrants Share Warrants Forfeited Account Other Comprehensive Income Total other equity

692.55 3,094.47 2,461.99 3,095.59 619.96 694.36 632.48 776.00 4,520.40 3,320.96 1,199.44 - (6,417.24) 5,832.90 692.55 3,094.47 3,871.59 0 0.01 0.01 81.64 81.64 - - 0 0 - 618.92 778.46 628.13 778.46 - - (0.05) 1.04 (2.46) 4.36 (2.46) (619.96) (776.00) (632.49) (776.00) - - - (0.05) - 3,113.85 3,711.74 184.33 1.42 2.46 - 6,100.29 3,890.51 6,806.22 (0.00)

K&R RAIL ENGINEERING LIMITED (CIN:L45200TG1983PLC082576) (Formerly Known as AXIS RAIL INDIA LIMITED) Notes forming part of the Consolidated financial statements

₹ in Lakhs

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

16 Borrowings

Non-current Borrowings Secured loans Vehicle Loans from Banks & Financial Institutions (refer note 16B) Total Current Borrowings Secured loans Vehicle Loans from Banks & Financial Institutions (refer note 16A) Total Current Bank OD Advance received from customers Statutory liabilities The Bank OD being Cash Credit facilities sanctioned by ICICI Bank Ltd for an amoun 11.50%. The Security offerred is the immovable fixed assets of the Company and imm the Company.

31 March 2025 31 March 2024 31 March 2023 - 57.38 916.05 - 57.38 916.05 21.49 256.5 398.22 21.49 256.50 398.22 98.98 89.3 49.43 1,681.22 2595.96 2,094.29 25.45 49.25 74.70 1,805.65 2,734.51 2,218.42 t of Rs 100 lakhs. The rate of interest is ovable fixed assets of one of the promoters of

17 Provisions Non-Current Provision for Gratuity Current Provision for Gratuity 18 Trade payables Trade payables - Total outstanding dues of micro enterprises and small enterprises (refer note 37) - Total outstanding dues of creditors other than micro enterprises and small enterprises Figures for the Current ReportingPeriod	17 Provisions Non-Current Provision for Gratuity Current Provision for Gratuity 18 Trade payables Trade payables - Total outstanding dues of micro enterprises and small enterprises (refer note 37) - Total outstanding dues of creditors other than micro enterprises and small enterprises Figures for the Current ReportingPeriod
Particulars outstanding for the following period from due date of payment Less than 1Year 1-2 Years 2-3 Years More than 3 Years Total Total outstanding dues of MSME 15,108.07 95.24 1284.55 0 16487.86 Disputed dues of MSME Disputed dues of creditors other than MSME Total 15,108.06 95.24 1284.55 0 16487.85 Total outstanding
Total outstanding dues of MSME 15,108.07 95.24 1284.55 Disputed dues of MSME Disputed dues of creditors other than MSME Total 15,108.06 95.24 1284.55 Total outstanding	0 16487.86 0 16487.85
Figures for the Previous ReportingPeriod
Particulars outstanding for the following period from due date of payment Less than 1Year 1-2 Years 2-3 Years	More than 3 Years Total - - 984.72 10513.68 984.72 10513.68
Total outstanding - - - 8603.75 363.84 561.35 Disputed dues of MSME Disputed dues of creditors other than MSME Total 8603.75 363.84 561.35 Total outstanding dues of	- - 984.72 10513.68 984.72 10513.68
19 Other financial liabilities Current Outstanding expenses Employee salaries payable GST payable Other Advances Audit Fee Payable 20 Current tax liabilities Current Provision for taxes

Annexure-16A - Current

The details of rate of interest and repayment terms of other term loans are as under

S.No.	Particulars	Number of loans outstanding as on date	Number of loans outstanding as on date	Outstanding Balance as at (₹ in lakhs)	Outstanding Balance as at (₹ in lakhs)	Interest range % per annum	Balance number of instalments as at	Balance number of instalments as at	Frequency instalments
		31.03.2025	31.03.2024	31.03.2025	31.03.2024		31.03.2025	31.03.2024
1	HDFC bank ltd	1.00	1.00	9.42	10.32	9.7 to 9.9%	39	39	monthly
2	Axis Bank	1.00	2.00	-	114.99	9.55%	36	36	monthly
3	TATA Motors Finance Ltd	1.00	1.00	-	94.40		36	36	monthly
4	YES Bank	1.00	1.00	12.07	36.79
				21.49	256.50

Annexure-16B -Non Current

The details of rate of interest and repayment terms of other term loans are as under

S.No.	Particulars	Number of loans outstanding as on date	Number of loans outstanding as on date	Outstanding Balance as at (₹ in lakhs)	Outstanding Balance as at (₹ in lakhs)	Interest range % per annum	Balance number of instalments as at	Balance number of instalments as at	Frequency instalments
		31.03.2025	31.03.2024	31.03.2025	31.03.2024		31.03.2025	31.03.2024
1	HDFC bank ltd	1.00	2.00	-	12.13	9.7 to 9.9%	51	51	monthly
2	Axis Bank	1.00	2.00	-	20.65	9.55%	36	36	monthly
3	YES Bank	1.00	1.00	-	24.60
				-	57.38

K&R RAIL ENGINEERING LIMITED (CIN:L45200TG1983PLC082576)

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Consolidated financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

21 Revenue from operations

Gross Contract Receipts Sale of Products Consultancy income	31 March 2025 31 March 2024 31 March 2023 66,716.56 58,667.01 1,528.47 2,655.83 7,573.57 17,936.59 266.78 - 69,639.17 66,240.58 19,465.06

22 Other income

Interest income Profit on Sale of Asset Reversal of excess Income Tax provision 23 Cost of materials consumed Materials Consumed Total 24 Changes in inventories of Stock in trade & WIP Stock of land at the beginning of the year WIP at the beginning of the year Less: Stock of land at the end of the year Less: WIP at the end of the year (Increase) / Decrease in Stock in trade 25 Other operating expenses Work Expenses Hire Charges Site Expenses Repairs & Maintenance Transportation Charges 26 Employee benefits expense Salaries & Other benefits Contribution to Provident & Other funds Staff welfare Provision for Gratuity 27 Depreciation and amortisation expense Depreciation of tangible assets

31 March 2025 31 March 2024 31 March 2023 33.53 304.67 64.99 48.72 - - - 45.36 - 82.26 350.03 64.99 31 March 2025 31 March 2024 31 March 2023 65,615.84 60735.73 16,960.61 65,615.84 60,735.73 16,960.61 31 March 2025 31 March 2024 31 March 2023 89.37 89.37 89.37 227.08 450.75 870.99 89.37 89.37 89.37 251.73 227.08 988.30 (24.65) 223.67 (117.30) 31 March 2025 31 March 2024 31 March 2023 1,670.58 2,677.27 607.53 120.00 78.51 95.16 38.85 78.35 15.39 45.18 66.44 32.78 100.19 63.51 206.05 1,974.81 2,964.08 956.91 31 March 2025 31 March 2024 31 March 2023 361.87 406.31 219.24 0.78 0.86 0.70 8.75 4.81 8.90 9.21 4.90 8.90 380.60 416.88 237.74 31 March 2025 31 March 2024 31 March 2023 326.73 330.22 182.52 326.73 330.22 182.52

28 Finance costs

Interest expenses on borrowings Others Bank Guarantee Commission Bank Charges 29 Other expenses Business Promotion Power & Fuel Insurance Office Maintenance Printing and Stationery Advertisement Legal & Professional Rates and Taxes Rent Communication Expenses Travelling & Conveyance CSR Expenditure Other Expenses GST Interest GST Late filing Penalty Income Tax Interest Security Charges Loss on Sale of Asset Prior Period Expenses Payment to Auditors Statutory Audit Tax Audit Internal Audit 30 Tax expenses Current income tax: Current income tax charge Deferred tax: Relating to originating and reversal of temporary differences Income tax expense recognised in the statement of profit or loss

31 March 2025 31 March 2024 31 March 2023 33.05 147.27 59.19 9.38 - 11.07 9.22 15.28 37.25 31.84 4.74 5.48 83.48 167.29 112.99 31 March 2025 31 March 2024 31 March 2023 14.60 7.82 1.46 18.52 18.18 15.43 9.11 25.50 15.70 45.88 25.45 30.92 4.52 6.62 9.91 6.55 5.08 2.71 50.35 50.67 #REF! 17.27 51.36 89.27 48.90 43.74 25.08 4.60 4.03 5.61 68.20 76.60 44.44 17.50 15.00 - 194.31 317.24 - 27.32 - 4.47 - 0.78 - 6.23 - 2.32 - 3.59 - 7.10 7.70 2.00 2.00 2.00 2.00 556.13 658.99 - - 46.15 #REF! 31 March 2025 31 March 2024 298.24 327.82 31 March 2023 (71.00) (12.53) 227.24 315.29 -

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED)

Notes forming part of the Consolidated financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

₹ in Lakhs

32 Contingent liabilities and commitments

The company has given bank guarantees which are outstanding as on 31.03.2025 is Rs.598.24 Lakhs and Rs.11315.00 Lakhs as on 31.03.2024.

The Company has claimed GST input in the FY 2022-23 and the GST Dept has contended that the Supplier from whom the Company has taken services is in default for discharging the GST liability and accordingly the GST Authorities demanded for reversal of GST ITC and required to pay the ITCaclaimed in cash. In response to the same the Company has paid an amount of Rs 150 lakhs under protest. Since the case is not yet concluded and pending out come of the case, the impact of the out come has not been considered in the books of accounts

The Service Tax Dept has preferred an appeal before the Hon'ble Customs Excise and Service Tax Appellate Tribunal (CESTAT) against the order passed by the Commissioner (Service Tax), Secunderabad. The demand in the said appeal is Rs 3800 lakhs. Pending out come of the case, the impact of the same has not been considered in the financial statements.

33 Related party disclosures

a) The following table provides the name of the related party and the nature of its relationship with the Company:

Name of the parties	Relationship
AF Consultants Prop:Mr Ajaz Farooqi	Member / Shareholder
Asma Estates & Investments Private Limited	Preference shareholder
Azmir Builders Private Limited	Member / Shareholder
Robsons Engineering& Constructions Private Limited	100% Subsidiary Company

b) Details of all transactions with related parties during the year:

Particulars	Particulars	Particulars	31-Mar-25	31-Mar-24	31-Mar-23
i)	Contract Income from
	Azmir Builders Private Limited		0	1,102.15	-
ii)	Payment of Rent to
	Asma Estates & Investments Private Limited		40.49	21.00	-
iii)	Advance for Services to
	AF Consultants Prop: Mr Ajaz Farooqi		22.00	22.00	22.00
				-	-
iv)	Loan from Subsidiary
	Robsons Engineering& Constructions Private Limited			126.71	(572.00)
	Loan to Subsidiary- Robsons Engineering& Constructions Private Limited		662.36
v)	Managerial remuneration/ consultancy fee to Key managerialpersonnel*
	Mr Amit Bansal -CEO		24.00	24.00	24.00
	Mr K R Prahlada Rao - CFO		12.00	12.00	12.00
	Mr Chandrakanth - CompanySecretary		-	4.20	-
	Mr Narasimham - CompanySecretary		3.30	-

• c) Terms and conditions of transactions with related parties:

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free.

K&R RAIL ENGINEERING LIMITED (Formerly Known as AXIS RAIL INDIA LIMITED) Notes forming part of the Consolidated financial statements

(All amounts Lakhs in Indian Rupees (₹), except share data and where otherwise stated)

34 Segment information

Ind AS 108 “Operating Segment” (“Ind AS 108”) establishes standards for the way that public business enterprises report information about operating and geographical segments and related disclosures about products and services, geographic areas, and major customers. Based on the “management approach” as defined in Ind AS 108, Operating segments and geographical segments are to be reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).The CODM evaluates the Company’s performance and allocates resources on overall basis.

The Company has no reportable segments accordingly.

35 Auditors’ remuneration include:

Particulars	31-Mar-25	31-Mar-24	31-Mar-23 31-Mar-22 5.00 5.00 2.00 2.00 5.00 5.00
Statutoryaudit fee(includinglimited review)	6.50	6.50
Tax Audit	2.00	2.00
Internal Audit	2.00	2.00
Total	10.50	10.50

36 Dues to Micro, small and medium enterprises

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2025 has been made in the financial statements based on information received and available with the Company. Further in view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 (‘The MSMED Act’) is not expected to be material. The Company has not received any claim for interest from any supplier.

Particulars	Particulars	31-03-202025	31-03-202024	31-03-202023	31-03-202022
a)	the principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year.	Nil	Nil	Nil	Nil
b)	the amount of interest paid by the buyer in terms of section 16 of the MSMED Act, along with the amount of the payment made to the supplier beyond the appointed day duringeach accounting year;	Nil	Nil	Nil	Nil
c)	the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without addingthe interest specified under this MSMED Act	Nil	Nil	Nil	Nil
d)	the amount of interest accrued and remaining unpaid at the end of each accounting year; and	Nil	Nil	Nil	Nil
e)	the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the MSMED Act.	Nil	Nil	Nil	Nil

37 Earnings per share

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year. Diluted EPS amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity Shares.

The following table sets out the computation of basic and diluted earnings per share:

Particulars	31-Mar-25	31-Mar-24	31-Mar-23 632.48 157.79 157.79 4.01 4.01
Profit for theyear attributable to equityshare holders	618.92	776.00
Shares
Weighted average number of equityshares outstandingduringtheyear – basic	251.52	168.10
Weighted average number of equityshares outstandingduringtheyear – diluted	384.50	414.62
Earnings per share
Earnings per share of par value ₹ 10 – basic (₹)	2.46	4.62
Earningsper share ofpar value ₹ 10 – diluted(₹)	1.61	1.87

₹ in Lakhs

38 Financial risk management objectives and policies

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support Company's operations. The Company’s principal financial assets include inventory, trade and other receivables, cash and cash equivalents and refundable deposits that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below.

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and other price risk, such as commodity risk. Financial instruments affected by market risk include loans and borrowings and refundable deposits. The sensitivity analysis in the following sections relate to the position as at March 31, 2024 and March 31, 2023. The sensitivity analyses have been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt.

The analysis excludes the impact of movements in market variables on: the carrying values of gratuity and other post retirement obligations; provisions. The below assumption has been made in calculating the sensitivity analysis:

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2024 and March 31, 2023.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's short-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of variable rate borrowings. The Company does not enter into any interest rate swaps.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

	Increase/decrease in interest rate	Effect on profit before tax
March 31, 2025
INR	+1%	0.83
INR	-1%	(0.83)
March 31, 2024
INR	+1%	1.67
INR	-1%	(1.67)

b) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) and from its investing activities, including deposits with banks and financial institutions and other financial instruments.

Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom credit has been granted after obtaining necessary approvals for credit. The collection from the trade receivables are monitored on a continuous basis by the receivables team.

The Company establishes an allowance for credit loss that represents its estimate of expected losses in respect of trade and other receivables based on the past and the recent collection trend. The maximum exposure to credit risk as at reporting date is primarily from trade receivables. The movement in allowance for credit loss in respect of trade and other receivables during the year was as follows:

Allowance for credit loss		31-Mar-25	31-Mar-24
Credit loss provided/ (reversed) Closingbalance Opening balance		- - -	- - -

There is no concentration of revenue as there is no customer which accounts for more than 10% of the revenue.

Credit risk on cash and cash equivalent is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

c) Liquidity risk

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans.

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments:

	On demand	Total
Year ended March 31, 2025
Borrowings	21.49	21.49
Tradepayables	16,487.86	16,487.86
Year ended March 31, 2024
Borrowings	313.88	313.88
Tradepayables	10,513.68	10,513.68

39 Capital management

The Company’s policy is to maintain a stable capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors capital on the basis of return on capital employed as well as the debt to total equity ratio.

For the purpose of debt to total equity ratio, debt considered is long-term and short-term borrowings. Total equity comprise of issued share capital and all other equity reserves.

The capital structure as of March 31, 2025, March 31, 2024 and April 1, 2023 was as follows:

Particulars	31-Mar-25	31-Mar-24	31-Mar-23	31-Mar-22 6,075 82.22% 916 398 1,314 17.78% 7,389
Total equityattributable to the shareholders of the Company	10,281	7,337	9,796
As apercentage of total capital	99.79%	95.90%	87.30%
Longterm borrowings includingcurrent maturities	-	57	799
Short term borrowings	21.49	256	626
Total borrowings	21	314	1,425
As apercentage of total capital	0.21%	4.10%	12.70%
Total capital(equity, preference and borrowings)	10,302	7,651	11,221

40 Legal cases:

The Compny had signed an agreement with Paradip Port Trus under the name 'K.V.R. Rail Infra Projects Private Limited for 'Railway Work for Deep Draught berths at Paradip Port' for the Contract price of Rs.98.67 Crores. The Letter of Intent (LOI) was issued on 06.06.2011 by the Paradip Port Trust. Susequently by the order dated 13.10.2014of Hon'ble High Court of Andhra Pradesh, Hyderabad, the Company has merged with 'Axis Rail India Limited'. Subsequently the name of the Company has been changed from 'Axis Rail India Limited' to 'K&R Rail Engineering Limited'.

The Paradip Port Trust (PPT) has terminated the contract and issued letter dated 26.09.2013 on the ground that the Company had sublet the contract to third party. Aggreived by this termination of the Contract, the Company had filed a petition before the Arbitral Tribunal of Hon'ble DR.Justice A.K.Rath, Former Judge, High Court of Orissa (Sole Arbitrator) vide Arbitration Proceeding No. 3 of 2020. The Company had claimed the following in the petition filed.

(i) Refund of Rentention Money:

The Company claimed Refund of Retention Money for an amount of Rs 4.34 Crores with interest @9% p.a. with effect from 26.09.2013. Thus total Rention Money claimed with interest is Rs.8.64 Crore.

(ii) Refund of the invoked Bank Guarantee

The Company had furnished a Peformance Bank Guarantee for a sum of Rs.97.67 lakhs . The PPT had issued a show cause notice on 18.06.2013. In response to the show cause notice the Company through it's Lawyer replied on 27.06.2013. However, the PPT had encashed the Bank Guarantee on 24.07.2013. Hence the Company filed petition before the Arbitral Tribunal of Hon'ble Dr Justice A.K.Rath, Former Judge, High Court of Orissa (Sole Arbitrator) vide Arbitration Proceeding No.3 of 2020 and claimed for refund of the Bank Gurantee of Rs. 97.67 lakhs with interest @9% p.a with effect from 24.07.2013. Thus the total claim under this head is Rs.150.42 lakhs.

Legal Cses (Contd..)

(iii) Idling Charges:

The Company had incurred additional expendture towards equipment hiring charges for the period from February 2013 to August 2013 amounted to Rs.700 lakhs. Hence the Company claimed towards idling charges for an amount of Rs.700 lakhs with interest @9% p.a. with effect from 01.09.2013. Thus the total claim under this head is Rs.11.09 Crore with interest.

(Iv) Claim for Final Bill:

The Company raised final bill for Rs.95.37 lakhs on 07.06.2013 towards the work done and materials supplied. The PPT has not paid the same. Hence the Company claimed for

Rs.95.37 lakhs with interest @9% p.a. with effect from 01.09.2013. Thus total claim under this head is Rs.1.51 Crore.

The case is still under process. Pending the out come of the petition the claims for idling charges were not recognised in the financial statements as at 31.03.2025. The case is not posted yet for hearing.

41 Prior year comparatives

The figures of the previous year have been regrouped/reclassified, where necessary, to conform with the current year’s classification.

The accompanying notes are an integral part of the financial statements. As per our report of even date

for J SINGH & ASSOCIATES for and on behalf of the Board of Directors of Chartered Accountants K&R RAIL ENGINEERING LIMITED ICAI Firm Registration Number: 110266W CIN: L45200TS1983PLC082576

DENSIL FERNANDO Amit Bansal Rabindra K B Rahmathunnisa Mem No. 208859 Wholetime Direc Director Director Partner DIN: 06750775 DIN: 0877378 DIN: 10945055 UDIN: 25208859BMLHAA9909 Place: Hyderabad Kulkarni Prahlada rao Date: 14-06-2025 Chief Financial Officer PAN: AKMPR1779B

K&R RAIL ENGINEERING LIMITED

(Formerly Known as AXIS RAIL INDIA LIMITED) Consolidated Balance Sheet as at 31st March 2024

(All amounts Lakhs in Indian Rupees ( ₹ ), except share data and where otherwise stated)

RATIO ANALYSIS

Particulars		Numerator/Denominator	31-Mar-25	31-Mar-24	Change in %
(k) Return on investment (j) Return on Capital employed (h) Net capital turnover ratio (i) Net profit ratio (f) Trade receivables turnover ratio (g) Trade payables turnover ratio (d) Return on Equity Ratio (e) Inventory turnover ratio (b) Debt-Equity Ratio (c) Debt Service Coverage Ratio (a) Current Ratio		Return on Investment Total Investment Net Profit Capital Employed Total Turnover Total Turnover Net Working Capital Net Profit Average Account Payable Total Turnover Average Account Receivable Total Purchases Average Inventories Profit after Tax Average Shareholder’s Equity Total Trunover Interest + Installments Total Debts Equity Earning available for Debt Service Current Liabilities Current Assets	0.00% 6.02% 7.54 0.89% 1.06 1.22 6.02% 52.95 1.82 2.48 1.49	0.00% 10.58% 11.25 1.17% 1.51 2.14 10.58% 104.66 1.93 0.99 1.42	0.00% -43.08% -24.13% -32.96% -43.25% -29.65% -49.41% -43.08% 151.54% -5.91% 5.35%