Directors Report of Kalpataru Projects International Ltd.

Mar 31, 2025

Your Directors are pleased to present the 44^th ANNUAL REPORT of Kalpataru Projects International Limited (formerly Kalpataru Power Transmission Limited) (âyour Companyâ) together with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31,2025.

FINANCIAL HIGHLIGHTS				(H in Crore)
	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	22,315.78	19,626.43	18,887.91	16,759.66
Profit before Depreciation and Amortization expenses, Tax and Exceptional items	1,320.07	1,174.48	1,304.28	1,141.67
Less: Depreciation and amortization expenses	497.27	473.29	374.85	367.88
Profit before Tax and Exceptional Items	822.80	701.19	929.43	773.79
Exceptional items	-	-	(33.00)	(35.00)
Tax Expense	255.53	185.29	248.48	205.79
Profit for the period	567.27	515.90	647.95	533.00
Other Comprehensive Income (net of tax)
Items that will be reclassified subsequently to Profit or Loss	(61.55)	12.77	(63.63)	14.93
Items that will not be reclassified subsequently to Profit or Loss	(6.40)	(3.83)	(6.18)	(3.91)
Total Comprehensive Income for the period	499.32	524.84	578.14	544.02
Other Equity - Opening balance	5,105.50	4,688.13	5,717.55	5,287.24
Add: Profit for the period	585.70*	509.61*	647.95	533.00
Less: Dividends paid	(129.96)	(113.71)	(129.96)	(113.71)
Add: Securities premium on Issue of equity shares (Net of share issue expenses)	985.02	-	985.02	-
Add / (Less): Other Comprehensive income for the year (Net of tax)	(67.09)	9.33	(69.81)	11.02
Add / (Less): Acquisition of non-controlling interest	-	12.14	-	-
Other Equity - Closing balance	6,479.17	5,105.50	7,150.75	5,717.55
* Profit for the year attributable to Owners of your Company

OPERATIONAL HIGHLIGHTS

During financial year 2024-25, the Standalone revenue of your Company increased by about 12.70% to H 18,887.91 Crore as against H 16,759.66 Crore in the previous financial year. Total revenue outside India was H 5,756.09 Crore which is 30.47% of revenues.

The Standalone net profit for the year increased by 21.57% to H 647.95 Crore as against H 533 Crore in the previous financial year.

Your Company has a consolidated order book of H 64,495 Crore (including subsidiaries in EPC business) excluding fairly placed bids. Your Company has received orders of H 25,475 Crore (including subsidiaries in EPC business) in the current financial year 2024-25.

The consolidated revenue of your Company increased by about 13.70% to H 22,315.78 Crore as against H 19,626.43 Crore in the previous financial year.

The consolidated net profit for the year increased by about 9.96% to H 567.27 Crore as against H 515.90 Crore in the previous financial year.

Your Company has built highest ever order book, spread across multiple business areas, enabling sustainable and diversified growth. Your Company has achieved the following milestones in FY25 for its major businesses:

Transmission & Distribution (T&D):

(i) T&D business grew by 28% YoY in FY25 to cross the H 10,000 Crore revenue mark

(ii) Recorded highest ever order inflows and order book in the India T&D business

(iii) Secured marquee and large size T&D HVDC orders in India

(iv) Strengthened presence in Latin America and Africa with addition of two new markets

(v) Subsidiary in Sweden reported highest ever revenue, order book and order wins

Buildings and Factories:

(i) Secured first design built airport EPC order in India

(ii) Strengthened presence in residential buildings and industrial segment with addition of large size projects

(iii) Improved capabilities in design built, MEP and high rise buildings

Water Supply and Irrigation:

(i) Secured new project for design, build and operation of water treatment plant and associated supply and reservoirs in Punjab

(ii) Executing over 40 water supply and irrigation projects in India Railway:

(i) Secured new projects for overhead electrification and associated works worth around H 600 Crore

Oil and Gas:

(i) Oil & Gas reported revenue growth of 114% YoY in FY25 to H 1,758 Crore

(ii) Started works on gas pipeline project in Saudi Urban Infra:

(i) Started works on two underground metro rail projects in India

(ii) Secured new elevated metro rail project in Nagpur

EQUITY FUNDS RAISED THROUGH QUALIFIED INSTITUTIONAL PLACEMENT

During the year, your Company successfully raised H 999.99 Crore by issuing equity shares through Qualified Institutional Placement (QIP) on December 16, 2024, involving the issuance and allotment of 83,26,394 equity shares at an issue price of H 1,201 per Equity Share, (including a premium of H 1,199 per Equity Share), which was at a discount of H 13.98 per Equity Share i.e. 1.15% to the floor price of H 1,214.98 per equity share. As on March 31,2025, your Company has utilized the entire proceeds of the Issue for the purposes as stipulated in the Offer Document, i.e. repayment / pre-payment, in part or in full, of certain outstanding borrowings availed by your Company and for other general corporate purposes. There have been no deviations in the utilization of funds from the intended objects as stated in the Offer Document. The QIP has further strengthened your Companyâs capital structure, significantly enhanced financial flexibility, and provided momentum to its ambitious growth initiatives.

Consequent to the above issuance, as on March 31, 2025, the issued, subscribed and paid-up equity share capital of your Company stood at H 34,15,45,092 comprising of 17,07,72,546 Equity Shares of H 2 each fully paid.

AWARDS & RECOGNITIONS

Your Company has been honoured with various awards, accolades and recognitions during the year under review, some of which are elaborated hereunder:

â¢ Awarded the ET NOW Best Brand Award in the Construction and Infrastructure Industry - Power Sector.

â¢ Honored with Fastest Growing Construction Companies

- Ultra Large Segment award at the Construction World Awards 2024 organised by infrastructure think-tank FIRST Construction Council in partnership with Construction World (CW) and Equipment India (EI) magazines.

â¢ Awarded the Strong Commitment to HR Excellence Award by the Confederation of Indian Industry (CII).

â¢ Transmission Lines & Substations: Environment Health & Safety Award by the British Safety Council for the Construction of two 380kV Projects, ''Award for Safety

- 2024'' from Power Grid Corporation of India, Two gold awards for case studies presented at the 49^th International Convention on Quality Control Circles, three gold awards for case studies under Lean quality circles and allied circles presented at 37^th Quality Circle Forum of India (QCFI) Annual Convention on Quality Concepts, etc.

â¢ As a prestigious infrastructure Company, your Companyâs Chairman was honoured with Lifetime Achievement Award at the prestigious Construction World Global Awards 2024 and the Managing Director & CEO was honoured with CA Business Leader Award 2025 in the Large Corporate -Manufacturing & Infrastructure category by the Institute of Chartered Accountants of India. Further, he was also honoured with Times Now Impactful Leader 2024 in the Infrastructure sector by the Times Group at the India Infra Transformation Summit 2024.

â¢ Various projects across T&D, Building & Factories, Water, Railways and Urban Infrastructure business received multiple Environment, Health & Safety Awards including 16^th Construction Industry Development Council (âCIDCâ) Vishwakarma Award, British Safety Council Award, Royal Society for the Prevention of Accidents (ROSPA) Award, Indian Chamber of Commerce National Occupational Health & Safety Awards, World Safety Organisation Awards, Best State Construction Project at Karnataka State Safety Awards 2025, Best Construction Projects by CIDC, etc.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year 2024-25 and the date of Boardâs Report.

DIVIDEND

The Board recommends a final dividend of H 9/- per equity share of H 2/- each on the share capital aggregating to H 34.16 Crore. The dividend is subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source, as required under the law. The final dividend, if approved, would be paid to members whose names appear in the Register of Members as on the record

date fixed for this purpose. The dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), your Company has formulated Dividend Distribution Policy and the same is also available on the website of your Company at https://kalpataruproiects.com/api/view-file/ Dividend-Distribution-Policy.pdf.

The Board of Directors of your Company have recommended dividend within the parameters of the Dividend Distribution Policy. There was no change in the Dividend Distribution Policy during the year under review.

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company has redeemed (including through pre-payment) Non-Convertible Debentures (âNCDsâ) worth H 573 Crore.

Also during the year, your Company has issued and allotted (i) 30,000 Nos. 8.35% Unsecured, Rated, Listed, Redeemable NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each, for an aggregate nominal value of H 300,00,00,000/- (Rupees Three Hundred Crore Only) and (ii) 20,000 Nos. 8.32% Unsecured, Rated, Listed, Redeemable NCDs of the face value of H 1,00,000/-(Rupees One lakh Only) each, for an aggregate nominal value of H 200,00,00,000/- (Rupees Two Hundred Crore Only) on private placement basis. The said NCDs are listed on Wholesale Debt Market Segment of BSE Limited. Further, your Company has fully utilized the proceeds of issue of said NCDs for the purposes as mentioned in the Information Memorandum, General Information Document and Key Information Documents, as applicable.

As on March 31, 2025, the total outstanding NCDs stands at H 9,50,00,00,000/- (Rupees Nine Hundred and Fifty Crore Only) comprising (i) 30,000 NCDs of the face value of H 1,00,000/-(Rupees One Lakh Only) each (ii) 15,000 NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each (iii) 30,000 NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each and

(iv) 20,000 NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each.

TRANSFER TO RESERVES

Your Company has transferred following amounts to various reserves during the financial year ended March 31,2025:

Amount transferred to	Amount in H Crore
General Reserve	10.00
Other Reserve	0.29

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, Liniemontage Service Nordic AB, (2^nd level) step-down wholly owned subsidiary of your Company merged with its holding company, Linjemontage I Grastorp Aktiebolag, (1^st level) step-down wholly owned subsidiary of your Company, with effect from November 28, 2024, on the basis of the approval received from Bolagsverket (Swedish Companies Registration Office).

Further, your Company subscribed to an additional 3,99,90,258 fully paid up equity shares at a price of H 25/- per equity share aggregating to H 99,97,56,450/- by way of subscription towards the right issue of Shree Shubham Logistics Limited, a wholly owned subsidiary of your Company.

During the year under review, your Company entered into definitive agreement(s) for sale of its entire 100% stake in Vindhyachal Expressway Private Limited, wholly owned subsidiary of your Company, to Actis Atlantic Holdings Limited, subiect to requisite approvals and compliances of conditions precedent.

Further, Adeshwar Infrabuild Limited, a wholly owned subsidiary of your Company, has been struck-off with effect from December 28, 2024 pursuant to the application made by your Company with the iurisdictional Registrar of Companies in this regard. Consequent thereto, Adeshwar Infrabuild Limited has now ceased to become a wholly owned subsidiary of your Company.

In addition to the above, your Company purchased 100% equity shares of Kalpataru Power DMCC (âKP DMCCâ), step-down wholly owned subsidiary of your Company from Kalpataru Power Transmission (Mauritius) Limited, wholly owned subsidiary, thereby making KP DMCC a direct wholly owned subsidiary of your Company with effect from March 03, 2025.

As at March 31,2025, your Company had 22 (twenty two) direct and indirect subsidiaries and 1 (one) joint venture company. In addition, your Company also held 26% equity share capital of Kohima Mariani Transmission Limited and Alipurduar Transmission Limited.

As at March 31, 2025, none of the subsidiaries of your Company qualifies to be considered as Material Subsidiary as per the Listing Regulations and Companyâs policy on determining Material Subsidiary.

A statement containing the salient features of the financial statements of the subsidiaries, associates and joint venture companies in terms of provisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The brief details of the activities carried out by some of the subsidiaries of your Company is provided below.

â¢ Shree Shubham Logistics Limited (âSSLLâ):

SSLL provides agri-storage infrastructure along with a wide range of value-added services like preservation, maintenance & security (PMS), testing & certification, collateral management & pest control activities. It manages and operates warehouses (Owned, Hired, Third Parties and Public Private Partnership (PPP) model) across 6 Indian states namely Rajasthan, Gujarat, Madhya Pradesh, Maharashtra, Haryana & Karnataka. During the year, the company worked with various government agencies i.e. Rajasthan State Warehousing Corporation, Maharashtra State Warehousing Corporation, Haryana State Warehousing Corporation and Haryana State Co-operative Supply and Marketing Federation Limited on revenue sharing basis and as service provider for preservation, maintenance and security of food grains. Apart from this, it has various corporates, banks, retail, traders and farmers as its customers. For its Collateral Management Business, the company has tie up with 26 banks/ Non-Banking Financial Companies.

In aggregate, during the year, SSLL managed more than 400 warehouses with a total storage capacity exceeding 12 million sq. ft. SSLL is a wholly owned subsidiary of your Company.

â¢ Linjemontage I Grastorp AB (âLMGâ):

Linjemontage i Grastorp AB (âLMGâ), a Swedish EPC company headquartered in Grastorp, Sweden, is a wholly owned subsidiary of your Company through Kalpataru Power Transmission Sweden AB.

LMG has established itself as a key player in the EPC market for substations and transmission lines and remains the preferred operator for its existing customers.

The year under review LMG achieved a strong growth across all business areas of LMG with a clear focus on capacity building to meet market demand. LMG experienced overall positive development compared to the previous year, with key highlights including about 75% growth in revenue with more than 200% rise in net profits, and a 36% expansion in team size. During the year, LMG has also entered into a new segment of 400kV Substation for Swedish Grid by securing two major orders for the Swedish Grid.

LMG along with its subsidiary in Norway has highest ever order book of approximately USD 404 Million as on March 31,2025.

â¢ Fasttel Engenharia S.A. (âFasttelâ):

Fasttel Engenharia S.A. (Fasttel) is a wholly-owned subsidiary of your Company (through Kalpataru Power do Brasil Participagoes S.A.). Fasttel, headquartered in Curitiba, Brazil, is engaged in the business of Engineering,

Procurement and Construction of Substations, Transmission Lines and services thereto. The company is present in more than 20 Brazilian states and has built more than 4,000 kilometers of transmission lines and 65 substations of voltage ranges up to 750 kV.

The company successfully delivered 5 (five) transmission projects of voltage level 138 kV to 500 kV, to its clients during the year under review.

Further, the company has also completed two large substations of 345/138 kV and 500 kV. Fasttel remains well positioned for future growth, with an order book in excess of US$ 100 million as of March 31,2025.

â¢ Kalpataru IBN Omairah Company Limited (âKIOCLâ):

KIOCL is a joint venture of your Company with IBN Omairah Contracting Company Limited in the Kingdom of Saudi Arabia wherein your Company is holding 65% equity shares of KIOCL. During the year under review, KIOCL had four T&D projects under construction, which are progressing well and in advance stage of completion and are expected to be completed in the FY 2025-26. During the year under review, a 380 kV Double Circuit project was awarded with the prestigious âBSC Merit awardâ for commitment to health, safety, and wellbeing.

â¢ Kalpataru Power Transmission Chile SpA (âKPCSAâ):

KPCSA is a wholly owned subsidiary of your Company in Chile. During the year under review, KPCSA has successfully completed the LA Negra - Antofagasta New Substation for 220/110Kv including the LILO Works.

KPCSA is also executing 3 sections of HVDC Transmission Line from Kimal to La Aguirre in Chile covering more than 700 Kms. KPCSA has successfully completed a milestone of Design and Engineering approval(s). The environmental clearance is progressing well and is expected to culminate into receipt of RCA (Environmental Qualification Resolution to get Environmental permit). KPCSA is continuously strengthening its team for successful execution of the project thereby enhancing its capabilities in the Latin America.

Pursuant to provisions of Section 129 of the Companies Act, 2013, your Company shall place Consolidated Financial Statements before its members for their approval. Further, pursuant to provisions of Section 136 of the Companies Act, 2013, your Company will make available the Annual Accounts of the Subsidiary Companies and the related information to any Members of your Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies are also uploaded on the website of your Company i.e. https://kalpataruprojects.com/investors/financials/annual-reports/financials-of-subsidiaries and will also be kept open for inspection at the Registered Office of your Company and that of the respective Subsidiary Companies.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors are enclosing the Audited Consolidated Financial Statements for the year under review pursuant to Companies Act, 2013 and Listing Regulations. The Consolidated Financial Statements presented by your Company have been prepared as per Ind AS and includes the Financial Statements of its Subsidiaries and Joint Venture Companies.

DIVESTMENT / MONETIZATION OF TRANSMISSION LINE SPVâs

Your Company, in terms of the agreement has sold and transferred in tranches in aggregate 74% equity shares of Alipurduar Transmission Limited to Adani Transmission Limited with an agreement to sell the balance 26% to it, after obtaining requisite regulatory and other approvals and in a manner consistent with the Transmission Service Agreement.

Further, your Company has also sold and transferred in tranches in aggregate ~48% equity shares of Kohima-Mariani Transmission Limited to Apraava Energy Private Limited (formerly known as CLP India Private Limited) with an agreement to sell the balance 26% to it, after obtaining requisite regulatory and other approvals and in a manner consistent with the Transmission Service Agreement.

DIRECTORS

As on March 31, 2025, your Board comprises of 8 Directors including 4 Independent Directors (including 1 Woman Director), 2 Executive Directors and 2 Non-Executive NonIndependent Directors.

During the year under review, Mr. Dhananjay Mungale (DIN: 00007563) and Mr. Bimal Tanna (DIN: 06767157) have been appointed as Independent Directors for a term of 5 (five) consecutive years commencing from April 01,2024 upto March 31,2029 basis the approval received from the shareholders of your Company vide postal ballot resolution passed on May 17, 2024. Further, Mr. Manish Mohnot (DIN: 01229696), Managing Director & CEO of the Company completed his term on March 31, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 13,2025 re-appointed Mr. Manish Mohnot as the Managing Director & Chief Executive Officer of your Company for a period of 3 (three) years with effect from April 01,2025 which was approved by the shareholders through a postal ballot resolution passed on March 25, 2025. Further, the tenure of Mr. Shailendra Kumar Tripathi (DIN: 03156123), Dy. Managing Director is set to expire on October 21, 2025, and the Board, at the recommendation of Nomination and Remuneration Committee, approved re-appointment of Mr. Tripathi as Dy. Managing Director of your Company for a period of 3 (three) years commencing from October 22, 2025 upto October 21, 2028 (both days inclusive), subject to approval of shareholders, to be obtained at the 44^th Annual General Meeting of your Company.

Further, the second term of Independent Director Ms. Anjali Seth (DIN: 05234352) is set to expire on May 18, 2025. The Board places on record its deep appreciation and gratitude for the services rendered by her and her remarkable contribution in the growth of the Company. Consequent to such expiration of tenure, the Board, at the recommendation of Nomination and Remuneration Committee, approved appointment of Ms. Raksha Kothari (DIN: 02184815), as an Additional Director designated as an Independent Director of your Company for a period of 5 (five) years with effect from May 19, 2025 upto May 18, 2030 (both days inclusive), subject to approval of shareholders, to be obtained at the 44^th Annual General Meeting of your Company.

Your Company has received declarations from all the Independent Directors confirming that (i) they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances affecting their status as Independent Directors of your Company; (ii) they continue to comply with the Code of Conduct laid down under Schedule IV of the Act and (iii) they have registered their names in the Independent Directorâs Databank pursuant to Section 150 of the Companies Act, 2013 read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, none of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other such statutory authority. Also, your Board is of the opinion that the Independent Directors of your Company including the newly appointed Independent Director are persons of integrity, and possess requisite expertise, experience and proficiency and the details thereof are given in the Corporate Governance Report.

In terms of Section 152 of the Companies Act, 2013, Mr. Shailendra Kumar Tripathi (DIN: 03156123), being the longest serving Director, shall retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors of your Company at the recommendation of Nomination and Remuneration Committee has recommended for his re-appointment.

A brief resume of Ms. Raksha Kothari, Additional Director designated as Independent Director and Mr. Shailendra Kumar Tripathi, Dy. Managing Director, being appointed / re-appointed along with the nature of their expertise, their shareholding in your Company and other details as stipulated under Regulation 36 (3) of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI is appended as an annexure to the Notice of the ensuing Annual General Meeting.

BOARD MEETINGS

During the year under review, the Board met 6 times on May 08, 2024, July 09, 2024, July 29, 2024, October 28, 2024, February 13, 2025 and March 05, 2025.

The number of meetings of the Board that each Director attended is provided in the Report on Corporate Governance, appended to, and forming part of, this Report.

COMMITTEES

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees including the following:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholderâs Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

â¢ Share Transfer Committee

â¢ Executive Committee

Further, QIP Committee was also constituted to carry out the process of raising funds by way of Qualified Institutional Placement (âQIPâ) and the said Committee was dissolved subsequent to completion of QIP.

Due to changes in board composition, the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee have been reconstituted effective April 01,2024.

The details with respect to such changes in committee compositions, powers, roles, terms of reference etc. of relevant Committees are given in detail in the âReport on Corporate Governanceâ of your Company which forms part of this Report. The dates on which meetings of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each Director attended is provided in the âReport on Corporate Governanceâ. The minutes of the Meetings of all Committees are circulated to the Board for noting.

During the year, all the recommendations of the Committees were accepted by the Board.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Manish Mohnot, Managing Director & CEO, Mr. Shailendra Kumar Tripathi, Dy. Managing Director, Mr. Ram Patodia, Chief Financial Officer and Ms. Shweta Girotra, Company Secretary and Compliance Officer are the Key Managerial Personnel (KMPs) as per provisions of Companies Act, 2013. There has been no change in KMP during the year under review.

CORPORATE GOVERNANCE

Effective corporate governance serves as the backbone of long-term business success. Your Companyâs governance philosophy is centered on guiding strategic decisions while promoting transparency, ethical conduct, and responsibility to all stakeholders, including employees, investors, customers, regulators, suppliers, and society at large. Your Companyâs commitment to governance excellence is a reflection of Kalpataruâs heritage and values.

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India.

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations is attached. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013 for the year under review.

A certificate from M/s. B S R & Co. LLP (Firm Registration No. 101248W/W100022), Statutory Auditors of your Company confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

On account of changes in the board composition, the CSR Committee was reconstituted effective April 01, 2024 and Dr. Shailendra Raj Mehta, Independent Director was appointed as Chairman of the CSR Committee effective April 01, 2024.

As on March 31, 2025, the CSR Committee consisted of Dr. Shailendra Raj Mehta as Chairman, Mr. Mofatraj P. Munot, Mr. Parag Munot and Mr. Manish Mohnot as members of the Committee.

Your Company has been committed to the welfare of the communities through philanthropic interventions even before the provisions of Companies Act, 2013 made it mandatory. In order to leverage the demographic transition, your Company has been focusing on social issues of Healthcare, Education, Skilling/Livelihood, Animal Welfare, Environment and Community development by undertaking need based initiatives. Your Company implemented some innovative and sustainable initiatives for the marginalized and vulnerable communities around the Plant locations in Gandhinagar, Raipur & Biomass power plants along with remote project site locations across India. These projects were aligned to Schedule VII of the Companies Act and the United Nationâs Sustainable Development Goals and have strived

towards achieving scalable impact, outcomes and outputs in the community. The initiatives were implemented either directly or through Kalpatraru Foundation and Kalpataru Welfare Trust.

Your Company has formed a CSR Committee as per the requirement of the Companies Act, 2013. On the recommendation of CSR Committee, the Board of Directors of your Company has approved a CSR Policy which is available on the website of your Company at https://kalpataruproiects.com/api/view-file/Corporate%20Governance policies%20&%20Guidelines CSR%20Policy.pdf. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the Annual Report on CSR activities undertaken during the year as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) are set out in Annexure A of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the Listing Regulations read with the relevant SEBI Circulars, the âBusiness Responsibility and Sustainability Reportâ (âBRSRâ) having disclosure on the performance of your Company against nine principles of the âNational Guidelines on Responsible Business Conductâ forms an integral part of the Annual Report. Your Company has published 3^rd BRSR for FY 2024-25.

VIGIL MECHANISM

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. Your Company has a vigil mechanism (Whistle Blower Policy) under which the employees, vendors and any other person are free to report violations of applicable laws, and regulations and the Code of Conduct of your Company.

The reportable matters may be disclosed to the Chief Ethics Officer and Anti Bribery Management System Committee which operates under the supervision of the Audit Committee. Your Company also has in place a secure, non-tamperable and recorded Whistle Blower Hotline for reporting of matters in an anonymous manner. Further, the functioning of the vigil mechanism is being monitored by the Audit Committee from time to time. The whistle blower may also report violations to the Chairman of the Audit Committee in exceptional cases. The Policy also provides adequate protection to all its stakeholders who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with your Companyâs Whistle Blower Policy. During the year, no employee/person was denied access to the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within your Company and has been disclosed on your Companyâs website https://kalpataruprojects.com/api/view-file/Whistle-Blower-Policy-November-2021.pdf.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to your Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional experts and testing of the internal financial control systems by the internal auditors during the course of their audits. In addition, the Company also appointed an expert consulting firm, to review the defined internal financial controls and test its operating effectiveness. Considering all such reviews and monitoring, we believe that these systems provide reasonable assurance that our internal financial controls are designed effectively considering the nature of our industry and are operating as intended.

STATUTORY AUDITORS AND AUDITORSâ REPORT

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W100022), Chartered Accountants have been appointed as Statutory Auditors of your Company at the 42^nd Annual General Meeting held on July 17, 2023 to hold office for the second term of 5 (five) consecutive years i.e., from the conclusion of 42^nd Annual General Meeting till the conclusion of the 47^th Annual General Meeting of your Company to be held in the year 2028.

The Statutory Auditors of your Company have issued Audit Reports on the Standalone and Consolidated Annual Financial Statement of your Company with unmodified opinion. There were no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their reports on the Standalone Annual Financial Statements.

The explanation of your Board of Directors in relation to the remark appearing in paragraph (xxi) of Annexure A to the Independent Auditorâs Report under the Companies (Auditorâs Report) Order, 2020 (CARO), issued by the statutory auditors of your Company

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Urmil Ved, Practising Company Secretary, Gandhinagar, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2024-25. The Report of the Secretarial Auditor for the FY 2024-25 is annexed to this report as Annexure B. There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in its report.

In accordance with Regulation 24A of the Listing Regulations, based on the recommendation of the Audit Committee, your Board of Directors, has proposed the shareholders at the 44^th AGM to consider and approve appointment of M/s. Kapoor & Ved, a peer reviewed firm of Practising Company Secretaries (Firm Registration No. P2001GJ006000), as Secretarial Auditors of your Company, for a term of five financial years, till the conclusion of the 49^th Annual General Meeting of your Company to be held in the year 2030.

COST AUDITOR AND COST ACCOUNTS

In terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, your Company is required to maintain cost records in respect of its tower & structure manufacturing, electricity, roads & infrastructure and construction activity and have the cost records audited by a qualified Cost Accountant.

Your Company has made and maintained cost records as specified by the Central Government under Section 148(1) of Companies Act, 2013 and such records have been audited by the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014.

Based on the recommendation of the Audit Committee, the Board of Directors of your Company has approved appointment of, and remuneration payable to, M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) as the Cost Auditor of your Company to audit the cost records for FY 2025-26.

RISK MANAGEMENT FRAMEWORK

Your Company has constituted a Risk Management Committee (RMC) as per the statutory requirement. Your Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board Members about risk assessment. The Risk Management Committee undertakes risk assessment and minimization procedures and recommends the same to the Board of Directors.

On account of changes in board composition, the Risk Management Committee was reconstituted effective April 01, 2024. As on March 31, 2025, the Risk Management Committee consisted of Mr. Bimal Tanna as Chairman, Dr. Shailendra Raj Mehta, Mr. Manish Mohnot, Mr. Shailendra Kumar Tripathi, Mr. Sanjay Dalmia, Mr. Amit Uplenchwar and Mr. Ram Patodia as members of the Committee. Mr. Narayanan Neelakanteswaran and Mr. Hardik Hundia are Permanent Invitee Member(s) without voting rights.

The Board periodically reviews Companyâs Risk Management Framework taking into consideration the recommendations of the Risk Management Committee and the Audit Committee.

on the consolidated financial statements, as a result of remark by the statutory auditors of Shree Shubham Logistics Limited (âSSLLâ), a wholly owned subsidiary of your Company, is as follows:

Name of the Company	Clause no. of CARO	Remarks appearing in the consolidated CARO	Explanation
SSLL	Clause (xix)	We draw attention to Note 2(a) to the Standalone financial Statements which explains that the Company has incurred losses in current year and previous year and has accumulated losses as at 31 March 2025. Notwithstanding the accumulated losses, the management continues to believe that the Company will be continue as a going concern for the foreseeable future and meet all its liabilities as fall due for payment based on financial support provided by Holding Company, if required and continuing availability of credit facilities to the Company. On the basis of the above and according to the information and explanations given to us, on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management 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 the 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.	Remark is selfexplanatory.

organizational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manage associated risks. Your Company also has a separate Bribery Risk assessment framework which also defines the key mitigation actions.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to your Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the organization structure and upto the Risk Management Committee on a periodic basis about how risks are being monitored, managed, assured and improvements are made.

More details in respect to the risk management are given in the section on Management Discussion and Analysis forming part of this Annual Report.

PARTICULARS OF REMUNERATION

A. The ratio of the remuneration of each director to the median employeesâ remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 (âthe Actâ) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are forming part of this report as Annexure C1.

B. In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said Annexure is open for inspection at the Registered office of your Company. Any member interested in obtaining copy of the same may write to Company Secretary of the Company.

PERFORMANCE EVALUATION

In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own, the Non-Independent and Independent Directors individually as well as the evaluation of the working of various Committees at its meeting held on May 16, 2025 in the manner prescribed in the performance evaluation

policy. While doing performance evaluation of Independent Directors, the Director being evaluated had not participated.

The evaluation of the Independent Directors were made on the basis of attendance at the meetings of the Board, Committees and General Meeting, knowledge about the latest developments, contribution in the Board development processes, participation in the Meetings and events outside Board meetings, expression of views in best interest of your Company, assistance given in protecting the legitimate interests of your Company, employees and investors, extending individual proficiency and experience for effective functioning and operation of your Company etc.

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation of the Board, its Committees and of individual Directors has been made are also reproduced in the âReport on Corporate Governanceâ, which forms part of this Report.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Your Companyâs policy on remuneration for the Directors, Key Managerial Personnel and other employees is placed on website of your Company at https://kalpataruproiects.com/api/view-file/Policy-on-Remuneration-for-Directors-KMPs-and-Other-Employees.pdf. The Policy is directed towards establishing reasonable and sufficient level of remuneration to attract, retain and motivate Directors & employees of the quality required to run your Company successfully. The Policy is in consonance with existing industry practice. There has been no change in the said Policy during the year under review.

Your Companyâs policy on Directorsâ appointment including criteria for determining qualifications, positive attributes, independence of a director is placed on the website of your Company at https://kalpataruprojects.com/api/view-file/Corporate%20 Governance policies%20&%20Guidelines Policy%20on%20 Directors%20Appointment%20including%20criteria%20for%20 determining%20Qualifications.%20Positive%20Attributes.pdf. The Policy sets out the guiding principles for the Nomination and Remuneration Committee to identify persons who are eligible to be appointed as Directors and to determine the independence of the candidate at the time of considering his/her appointment as an Independent Director of your Company. The Policy also provides for the criteria and qualification in evaluating the suitability for appointment as Director and in Senior Management that are relevant for your Companyâs operations. The Policy has been revised on October 28, 2024, to further elaborate on the role of Nomination and Remuneration Committee.

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

Information required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure D and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Your Company is in compliance with the provisions of Section 186 of the Companies Act, 2013, to the extent applicable to your Company. The particulars of loans given, investments made, guarantees given and securities provided are given in the Standalone Financial Statements (Please refer to Note No. 6, 30 and 37 to the Standalone Financial Statements).

ANNUAL RETURN

The Annual Return of your Company as on March 31, 2025 is available on the website of Company i.e., https://kalpataruprojects. com/investors/investor-information/annual-return.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by your Company during the financial year with related parties were in its ordinary course of business and on an armâs length basis. During the year, your Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of your Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Your Company takes prior omnibus approval from the Audit Committee for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at an armâs length basis.

Policy on Related Party Transactions has been last revised effect from February 13, 2025 in line with regulatory amendments. The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the âReport on Corporate Governanceâ.

There were no material related party transactions which could have potential conflict with the interest of your Company at large.

Attention of Members is drawn to the disclosure of transactions with related parties set out in Note No. 40 of the Standalone Financial Statements, forming part of the Annual Report.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards any action of any executive which may fall under the ambit of âSexual Harassmentâ at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Anti Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints pending as on the beginning of the financial year and no new complaints were received during the year under review.

ANTI-BRIBERY MANAGEMENT SYSTEM

As an organization, your Company places a great importance in the way its business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Kalpataru Code of Conduct (âKCoCâ) applicable to all the employees of your Company. The Code provides for the matters related to governance, compliance, ethics and other matters. Your Company has adopted robust anti-bribery anti-corruption policy and practices and has also been certified with ISO 37001 for establishing Anti Bribery Management System in respect of all its business areas. During the year, your Company has also been awarded with the SKOCH Order of Merit 2025 for implementation of the Anti-Bribery Management System.

STATEMENT OF DIRECTORSâ RESPONSIBILITY

Pursuant to requirement under Section 134(3)(c) of the Companies Act, 2013 (âthe Actâ), your Directorsâ confirm that:

(a) in the preparation of the annual accounts for the year ended on March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

(b) they 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 at the end of the financial year i.e., March 31, 2025 and of the profit of your Company for that period;

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

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively and;

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

Based on the framework of internal financial controls and compliance systems established and maintained by your Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that your Companyâs internal financial controls were adequate and effective during Financial Year 2024-25.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of your Company.

SECRETARIAL STANDARDS

Your 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 that such systems are adequate and operating effectively.

DISCLOSURE OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were three proceedings initiated / pending against your Company during the year under review, filed under the provisions of the Insolvency and Bankruptcy Code, 2016, in aggregate involving about INR 2.5 Crore (plus interest). As on March 31, 2025, one matter involving an amount of INR 1 Crore (plus interest) was pending for disposal.

GENERAL

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

â¢ Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

â¢ Issue of shares (including sweat equity shares) to employees of your Company under any scheme or any stock options scheme.

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

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

â¢ The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers or employees, the details of which need to be mentioned in the Boardâs report.

â¢ There has been no change in the nature of business of your Company.

â¢ There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the government and regulatory authorities, financial institutions, bankers, stock exchanges, depositories, analysts, advisors, debenture holder(s) and debenture trustee, JV partners, consortium partners, customers, vendors, suppliers, sub-contractors, members and all other stakeholders for their valuable sustained support.

The Board of Directors wish to place on record its sincere appreciation for the continued co-operation and support rendered by your Companyâs executives, staff and workers. Your Directors also appreciate and acknowledge the confidence reposed in them by members of your Company.

Mar 31, 2024

Your Directors are pleased to present the 43^rd ANNUAL REPORT of Kalpataru Projects International Limited (formerly Kalpataru Power Transmission Limited) ("the Company") together with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

(H in Crores)

Particulars	Consolidated		Standalone
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	19,626.43	16,361.44	16,759.66	14,336.82
Profit before Depreciation and Amortization expenses, Tax and Exceptional items	1,174.48	942.49	1,141.67	979.33
Less: Depreciation and amortization expenses	473.29	391.75	36788	294.75
Profit before Tax and Exceptional Items	701.19	550.74	773.79	684.58
Exceptional items	-	90.78	(35.00)	54.10
Tax Expense	185.29	206.50	205.79	206.73
Profit for the period	515.90	435.02	533.00	531.95
Other Comprehensive Income (net of tax)
Items that will be reclassified subsequently to Profit or Loss	12.77	(5716)	14.93	(48.70)
Items that will not be reclassified subsequently to Profit or Loss	(3.83)	1.49	(3.91)	1.58
Total Comprehensive Income for the period	524.84	379.35	544.02	484.83
Other Equity - Opening balance	4,688.13	4,248.79	5,28724	4,90732
Add: Profit for the year	509.61¹	440.75¹	533.00	531.95
Less: Dividends paid	(113.71)	(96.77)	(113.71)	(102.20)
Less: Issue of Equity Shares	-	-	-	(2.71)
Add / (Less): Other Comprehensive income for the year (net of tax)	9.33	(42.34)	11.02	(4712)
Add / (Less): Acquisition of non-controlling interest	12.14	13770	-	-
Other Equity - Closing balance	5,105.50	4,688.13	5,71755	5,28724

OPERATIONAL HIGHLIGHTS

During financial year 2023-24, the Standalone revenue of your Company increased by about 16.90% to H 16,759.66 Crores as against H 14,336.82 Crores in the previous financial year. Total revenue outside India was H4,941.09 Crores which is 29.48% of revenues.

The Standalone net profit for the year increased by 0.20% to H 533 Crores as against H 531.95 Crores in the previous financial year.

Your Company has a consolidated order book of more than H 58,400 Crores (including T&D subsidiaries) excluding fairly placed bids. Your Company has received orders in excess of H 30,000 Crores (including T&D subsidiaries) in the current financial year 2023-24.

The consolidated revenue of your Company increased by about 19.96% to H 19,626.43 Crores as against H 16,361.44 Crores in the previous financial year.

The consolidated net profit for the year increased by about 18.59% to H 515.90 Crores as against H 435.02 Crores in the previous financial year.

CHANGE OF NAME

The Board of Directors of the Company on April 10, 2023, approved the proposal for change in the name of the Company from the then existing name ''Kalpataru Power Transmission Limited'' to ''Kalpataru Projects International Limited''. During the year under review, the proposal for the aforesaid change of name of the Company was approved by the members on May 14, 2023. Consequently, the Registrar of Companies, Ministry of Corporate Affairs, Ahmedabad issued "Certificate of Incorporation pursuant to change of the name of the Company" and effective May 22, 2023, the name of the Company stands changed to Kalpataru Projects International Limited.

AWARDS & RECOGNITIONS

Your Company has been honoured with various awards, accolades

and recognitions during the year under review, some of which are

elaborated hereunder:

â¢ Manufacturing Plant in Gandhinagar: Gold Award at the National Safety Convention with theme of "Elevate, Empower & Envision a Safer Tomorrow" organised by Quality Circle Forum of India (QCFI), Gold Award in Innovative Category & Silver award in Renovative Category at 47^th CII National Kaizen Competition 2023, GOLD Award for Six Sigma Project Case Study at Ahmedabad Chapter Convention on Quality Concepts organized by QCFI Ahmedabad, Silver award in NAMC - 2023 (National Awards for Manufacturing Competitiveness) Assessment organized by IRIM -International Research Institute for Manufacturing, Gold Award in National Level Lean Competition organized by CII

- Institute of Quality for project viz. One Plant One Location.

â¢ Manufacturing Plant in Raipur: Multiple awards received from Quality Circle Forum of India, Silver recognition at the 7^th National Lean Competition for project viz. Process improvement through LEAN (bending module), TPM Certificate 2023 for significant achievement in the journey towards manufacturing excellence.

â¢ Biomass Power Plant in Rajasthan: Received State Safety Award-2023 from the Government of Rajasthan under Rajasthan Factory Safety Award Scheme, 2023.

â¢ Transmission Lines & Substations: Multiple Gold Awards received from National Convention on Quality Concepts and Chapter Convention on Quality Control Circle by QCFI, Award by CII on case study "Challenges faced & solutions implemented while using HTLS Conductor in transmission line'','' 2 Gold awards at the International Convention on Quality Circle Concept - ICQCC 2023, International Safety Award from British Safety Council for projects viz. WO 393

- Dubai Branch.

â¢ Railways : Multiple awards including felicitation of Supervisors and Artisans at the 14^th CIDC Vishvakarma Awards, Award for "Outstanding Contribution in Urban Infrastructure - Railway for Umdanagar Mahabubnagar Project of South Central Railway" at the 10^th EPC World Awards, L&OD Excellence Awards at the 13^th L&OD Summit.

â¢ Oil & Gas: Business Unit Head was awarded with the title "Business Icon of the Year" at Outlook Business Spolight -Business Icon Awards 2023. ¹

Safety from the Royal Society for the Prevention of Accidents (ROSPA), United Kingdom, Multiple certificates under Har Ghar Jal Jeevan Mission for supply of safe tap water to more than 2 lakh houses in 580 villages.

â¢ Buildings & Factories: Multiple appreciations received from various clients for safe working hours achieved at various project sites, Various awards at the 6^th Global Smart Build Summit and Awards viz. "Best Contractor of the Year" Award, "Best High Risk Project of the Year" Award, "Best Smart Commercial Property of the Year" & "Best Smart Project of the Year'',''ACCE(I) - L&T Formwork Award 2023 for best use of formwork in civil engineering for construction of permanent campus for IIT Tirupati, Suraksha Puraskar for Project IIT -Tirupati at the NSCI Safety Awards - 2022, Multiple awards by Unnatha Suraksha Puruskar for various projects at the National Safety Council Karnataka Chapter, Award for "Safe Construction Project of the Karnataka State" by the Director of Factories, Government of Karnataka for Sparkle One Mall, International Safety Award from British Safety Council for projects viz. Labzone Bengaluru Life Sciences Park, Maldives Social Housing Project, DLF-3 Down-Town, Chennai, Multiple awards under category "Best Construction Project" for the projects viz. Bagmane Rome, Bangalore, IIT Tirupati - Phase 1, Chennai, Indis VB City, Hyderabad, Prestige Falcon City Forum Mall, Bangalore, Viva City, Bangalore and category "Construction, Health, Safety & Environment for various other projects at the 14^th CIDC Vishwakarma Awards 2023, Multiple awards by RoSPA for Prevention of Accidents under gold category for the project viz. KPILDLF Info Park Developers (Chennai) Limited, KDPL Mall Project.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year 2023-24 and the date of Board''s Report.

DIVIDEND

Your Directors are pleased to recommend dividend on the paid-up equity share capital base of the Company for the year ended March 31, 2024 @ H 8/- (400%) per equity share of H 2/- each fully paid up (previous year H 7 (350%) per fully paid up equity share). The total dividend payment for FY 2023-24 would be approx. H 129.96 Crores on the share capital base of 16,24,46,152 equity shares as against the previous year dividend payment of H 113.71 Crores on the equity shares of the Company. The final dividend payment for the FY 2023-24 is in accordance with the Dividend Distribution Policy of the Company and the same shall be paid subject to the deduction of tax in applicable cases once approved by the members of the Company at the ensuing Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), your Company has formulated Dividend Distribution Policy and the same is also available on the website of the Company at https://kalpataruproiects.com/api/view-file/Dividend-Distribution-Policy.pdf

The Board of Directors of your Company have recommended dividend within the parameters of the Dividend Distribution Policy. There was no change in Dividend Distribution Policy during the year under review.

NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has redeemed NonConvertible Debentures (NCDs) worth H 225 Crores.

Also during the year, your Company has issued and allotted (i) 30,000 Nos. 8.07% Unsecured, Rated, Listed, Redeemable NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each, for an aggregate nominal value of H 300,00,00,000/- (Rupees Three Hundred Crores Only) (ii) 15,000 Nos. Repo Rate linked Unsecured, Rated, Listed, Redeemable NCDs of the face value of H 1,00,000/-(Rupees One lakh Only) each, for an aggregate nominal value of H 150,00,00,000/- (Rupees One Hundred Fifty Crores Only) and (iii) 15,000 Nos. 8.32% Unsecured, Rated, Listed, Redeemable NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each, for an aggregate nominal value of H 150,00,00,000/- (Rupees One Hundred Fifty Crores Only) on private placement basis. The said NCDs are listed on Wholesale Debt Market Segment of BSE Limited. Further, the Company has fully utilized the proceeds of issue of said NCDs for the purposes as mentioned in the Information Memorandum, General Information Document and Key Information Documents, as applicable.

As on March 31, 2024, the total outstanding NCDs stands at H 10,23,00,00,000/- (Rupees One Thousand Twenty Three Crores Only) comprising (i) 3,230 NCDs of the face value of H 10,00,000/-(Rupees Ten Lakh Only) each (ii) 2,000 NCDs of the face value of H 5,00,000/- (Rupees Five Lakh Only) each and (iii) 60,000 NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each.

TRANSFER TO RESERVES

Your Company has transferred following amounts to various reserves during the financial year ended March 31, 2024 :

Amount transferred to	Amount in J Crores
General Reserve	10.00
Other Reserve	0.26

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, Kalpataru Power Do Brasil Participacoes Ltda. (KPBPL), wholly owned subsidiary of the Company acquired balance 49% equity stake in Fasttel Engenharia S.A. (Fasttel) on July 10, 2023. Consequent thereto, Fasttel has now become a wholly owned subsidiary of KPBPL and also a step-down wholly owned subsidiary of the Company.

As at March 31, 2024, your Company had 24 (twenty four) subsidiaries and 1 (one) joint venture company. In addition, your Company also held 26% equity share capital of Kohima Mariani Transmission Limited and Alipurduar Transmission Limited.

As at March 31, 2024, none of the subsidiaries of the Company qualifies to be considered as Material Subsidiary as per the Listing Regulations and Company''s policy on determining Material Subsidiary.

A statement containing salient features of financial statements of subsidiaries, associates and ioint venture companies in terms of provisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The brief details of the activities carried out by some of the subsidiaries of your Company is provided below.

â¢ Shree Shubham Logistics Limited ("SSLL''):

SSLL provides agri-storage infrastructure along with a wide range of value-added services like preservation, maintenance & security (PMS), testing & certification, collateral management & pest control activities. It manages and operates warehouses (Owned, Hired, Third Parties and Public Private Partnership (PPP) model) across 6 Indian states namely Rajasthan, Gujarat, Madhya Pradesh, Maharashtra, Haryana & Karnataka. SSLL is having revenue sharing agreement with Rajasthan State Warehousing Corporation. Further, it has been appointed as a service provider by Maharashtra State Warehousing Corporation, Haryana State Warehousing Corporation and Haryana State Co-operative Supply and Marketing Federation Limited for preservation, maintenance and security (PMS) of food grains. Apart from this, it has got various corporates, banks, retail, traders and farmers as its customers.

In aggregate, SSLL is managing more than 400 warehouses with a total storage capacity exceeding 11 million sft. SSLL is a wholly owned subsidiary of your Company.

â¢ Linjemontage I Grastorp AB ("LMG"):

LMG, a Swedish EPC company headquartered in Grastorp, Sweden, along with its two wholly owned subsidiaries, is a step-down wholly owned subsidiary of the Company (through Kalpataru Power Transmission Sweden AB).

During the year under review, LMG along with its two subsidiaries has bagged highest ever orders of approx. USD 198 Million. It has an all time high order book of approx. USD 247 Million as on March 31, 2024. It has achieved a revenue of approx USD 124 Million and a margin of USD 2.5 Million. Further, it is now one of the key players in the EPC market in the area of Substations, Transmission lines and has also strengthened its position in the industrial area. LMG has operations in Norway and during the year under review, it has opened a branch in Croatia as well. It has also entered into the 400kV Substation business in Sweden securing a large order from Swedish Grid (Svenska Kraftnat). LMG remains the operator of choice to its existing customers.

â¢ Fasttel Engenharia S.A. (âFasttel"):

Fasttel is a wholly owned step-down subsidiary of the Company (through Kalpataru Power Do Brasil Participacoes Ltda.). Fasttel was incorporated in 1988 and is headquartered in Curitiba, Brazil with primary business areas of EPC of Substations, Transmission lines and Power Distribution services. It has a presence in more than 20 states across Brazil, having built over 3000 km of transmission lines and 60 substations for various voltage ranges up to 750 kV It has completed 782 km transmission lines during FY 23-24, out of which it has completed 364 km for 500 kV transmission line. Further, it has commissioned below major substations during FY 24:

i) 138 kV outdoor GIS Substation, completed in 9 months.

ii) 2x 500 kV, 300 MVA Substation delivered for wind power.

iii) 230 kV Tucuma & Rio Branco, 238 Kv Substation

Fasttel is well poised for its future growth with an order book exceeding USD 177 million as on March 31,2024.

â¢ Kalpataru IBN Omairah Contracting Company Limited (âKIOCL''):

KIOCL is a joint venture of the Company with IBN Omairah Contracting Company Limited in the Kingdom of Saudi Arabia wherein the Company is holding 65% equity shares of KIOCL. During the year under review, KIOCL had four projects under construction, out of which 2 nos. of 380 kV Double Circuit, 1 no. of 115 kV Double Circuit and 1 no. of 110 kV Double Circuit overhead transmission line and associated Bay extensions. The Projects are progressing well and are expected to be completed as per schedule. During the year under review, the 380 kV Double Circuit project has been awarded with the prestigious RoSPA Gold Award for the highest Health & Safety performance.

â¢ Kalpataru Power Transmission Chile SpA (âKPCSA"):

KPCSA is a wholly owned subsidiary of the Company in Chile. Currently, KPCSA has two contracts awarded to it in Chile for (a) HDVC Transmission Line (b) LA Negra New

Sectioning Substation for 220/110 kV. The HDVC Transmission Line project is in its Design & Engineering and clearance stage which are progressing well. LA Negra New Sectioning Sub Station for 220/110 kV project is under its final stages of physical completion. KPCSA is strengthening its team for the successful execution of the contracts and enhancing its capabilities in the market.

Pursuant to provisions of Section 129 of the Companies Act, 2013, your Company shall place Consolidated Financial Statements before its members for their approval. Further, pursuant to provisions of Section 136 of the Companies Act, 2013, your Company will make available the Annual Accounts of the Subsidiary Companies and the related information to any Members of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies are also uploaded on the website of the Company i.e. https://kalpataruproiects.com/investors/financials/annual-reports/financials-of-subsidiaries and will also be kept open for inspection at the Registered Office of your Company and that of the respective Subsidiary Companies.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements for the year under review pursuant to Companies Act, 2013 and Listing Regulations. The Consolidated Financial Statements presented by your Company have been prepared as per Ind AS and include the Financial Statements of its Subsidiary Companies, Associates and Joint Venture Companies.

DIVESTMENT / MONETIZATION OF TRANSMISSION LINE SPV''s

DIRECTORS

As on March 31, 2024, your Board comprises of 9 Directors including 5 Independent Directors, 2 Executive Directors and 2 Non-Executive Non-Independent Directors.

During the year under review, Mr. Sajjanraj Mehta, Mr. Vimal Bhandari and Mr. Narayan Seshadri, Independent Directors of the Company retired as members of the Board of Directors on account of completion of their second and final term effective March 31,

2024. The Board placed on record its deep sense of appreciation for the services rendered by them and their invaluable contribution in the growth journey of the Company.

Additionally, Mr. Sanjay Dalmia (DIN: 03469908), Executive Director, will continue to drive the international operations of the Company but has stepped down from the board (effective from March 28, 2024) due to the regulatory requirements for composition of the board and accordingly, his designation will continue as Executive Director (non-board position).

Further, during the year under review, your Company at the recommendation of the Nomination and Remuneration Committee appointed Mr. Dhananjay Mungale (DIN: 00007563) and Mr. Bimal Tanna (DIN: 06767157) as Additional Directors designated as Independent Directors of the Company for a term of 5 consecutive years commencing from April 01, 2024 upto March 31, 2029, subject to approval of the shareholders. In this regard, the proposal for obtaining approval of shareholders has been circulated through postal ballot notice dated April 08, 2024.

Accordingly, with effect from April 01,2024, your Board comprises of 8 Directors including 4 Independent Directors, 2 Executive Directors and 2 Non-Executive Non-Independent Directors.

In terms of Section 152 of the Companies Act, 2013, Mr. Parag Munot (DIN: 00136337), being the longest serving Director, shall retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors of the Company at the recommendation of Nomination and Remuneration Committee has recommended for his re-appointment.

A brief resume of Mr. Parag Munot, being re-appointed as a Director liable to retire by rotation along with the nature of his expertise, his shareholding in your Company and other details as stipulated under Regulation 36 (3) of the Listing Regulations is appended as an annexure to the Notice of the ensuing Annual General Meeting.

BOARD MEETINGS

During the year under review, the Board met 5 times on May 08, 2023, August 11, 2023, November 02, 2023, February 07 2024 and March 27 2024.

The number of meetings of the Board that each Director attended is provided in the Report on Corporate Governance, appended to, and forming part of, this Report.

COMMITTEES

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholder''s Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

â¢ Share Transfer Committee

â¢ Executive Committee

On account of cessation of the second and final term of Mr. Sajjanraj Mehta, Mr. Vimal Bhandari and Mr. Narayan Seshadri, Independent Directors, the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee have been reconstituted.

The details with respect to such changes in committee compositions, powers, roles, terms of reference etc. of relevant Committees are given in detail in the ''Report on Corporate Governance'' of your Company which forms part of this Report. The dates on which meetings of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each Director attended is provided in the ''Report on Corporate Governance''. The minutes of the Meetings of all Committees are circulated to the Board for discussion and noting.

During the year, all recommendations of the Committees were accepted by the Board.

KEY MANAGERIAL PERSONNEL (KMP)

Companies Act, 2013. There has been no change in KMP during the year under review.

CORPORATE GOVERNANCE

Implementation of effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company''s philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders comprising employees, investors, customers, regulators, suppliers and the society at large. Strong leadership and effective corporate governance practices have been the Company''s hallmark inherited from the Kalpataru culture and ethos.

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India.

A certificate from M/s. B S R & Co. LLP Statutory Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

As on March 31, 2024, the CSR Committee consisted of Mr. Sajjanraj Mehta as Chairman, Mr. Mofatraj FI Munot, Mr. Parag Munot and Mr. Manish Mohnot as members of the Committee.

With completion of the tenure of Mr. Sajjanraj Mehta on March 31, 2024, the Corporate Social Responsibility (CSR) Committee was reconstituted and Dr. Shailendra Raj Mehta, Independent Director was appointed as Chairman of the CSR Committee effective April 01, 2024.

Accordingly, with effect from April 01, 2024, the CSR Committee comprises Dr. Shailendra Raj Mehta as Chairman, Mr. Mofatraj P Munot, Mr. Parag Munot and Mr. Manish Mohnot as Members of the Committee.

Skilling/Livelihood, Animal Welfare, Environment and Community development by undertaking need based initiatives. The Company implemented some innovative and sustainable initiatives for the marginalized and vulnerable communities around the Plant locations in Gandhinagar, Raipur & Biomass power plants along with remote project site locations across India. These projects were aligned to Schedule VII of the Companies Act and the United Nation''s Sustainable Development Goals and have strived towards achieving scalable impact, outcomes and outputs in the community. The initiatives were implemented either directly or through Kalpatraru Foundation and Kalpataru Welfare Trust.

Your Company has formed a CSR Committee as per the requirement of the Companies Act, 2013. On recommendation of the CSR Committee, the Board of Directors'' of your Company has approved a CSR Policy which is available on the website of your Company at https://kalpataruproiects.com/api/view-file/ Corporate%20Governance policies%20&%20Guidelines CSR%20Policy.pdf. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the Annual Report on CSR activities undertaken during the year as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) are set out in Annexure A of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the Listing Regulations read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report" (''BRSR''). The BRSR seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct". Your Company has published 2^nd BRSR for FY 2023-24. The BRSR forms an integral part of the Annual Report.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a vigil mechanism (whistle-blower-policy) under which the employees, vendors and any other person are free to report violations of applicable laws and regulations and the Code of Conduct of the Company. The reportable matters may be disclosed to the Chief Ethics Officer and Anti Bribery Management System Committee which operates under the supervision of the Audit Committee. Further, the functioning of the vigil mechanism is being monitored by the Audit Committee from time to time. The whistle blower may also report violations to the Chairman of the Audit Committee in exceptional cases. During the year, no employee/person was denied access to the Audit Committee.

The Whistle Blower Policy has been disclosed on the Company''s website https://kalpataruproiects.com/api/view-file/Whistle-Blower-Policy-November-2021.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the 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 disclosures.

The Board of Directors at its meeting held on 08^th May, 2023 and the Shareholders at the Annual General Meeting (AGM) held on 17^th July, 2023 considering the experience and expertise and on the recommendation of the Audit Committee approved the re-appointment of M/s. B S R & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company for the second term of 5 (five) consecutive years i.e. from the conclusion of 42^nd AGM till the conclusion of the 47^th AGM of the Company to be held in the year 2028.

The Statutory Auditors of the Company have issued Audit Reports on the Standalone and Consolidated Annual Financial Statement of the Company with unmodified opinion. There were no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their reports on the Standalone Annual Financial Statements.

The explanations of your Board of Directors in relation to remarks appearing in para (xxi) of Annexure A to Independent Auditor''s Report under Companies (Auditor''s Report) Order, 2020 (CARO) issued by Statutory Auditors of the Company on consolidated financial statements as a result of remarks by respective statutory auditors of Kurukshetra Expressway Private Limited (âKEPL'' or âConcessionaire"), a joint venture of the Company and Shree Shubham Logistics Limited (âSSLL''), Wholly Owned Subsidiary of the Company, are as under:

Name of the Company	Clause no. of CARO	Remarks appearing in the consolidated CARO	Explanation
KEPL	Clause (ix)	According to the information and explanations given	KEPL, a joint venture (49.57%) of the Company,
	(a)	to us and as per the books of accounts and records	served a notice of termination of Concession
		examined by us, read with the fact that the project	Agreement ("CA") vide letter dated October 7
		has been terminated and there are no operations,	2021 to the National Highways Authority of India
		in our opinion, the company has defaulted in the	("NHAI") on account of continuous disruption and
		repayment of loans and payment of interest thereon	blockade of traffic at National Highway-71 due to
		to its lenders as and when the same were due and	farmer agitation with stoppage of toll collection
		hence the facilities granted by the banks / NBFC	that resulted into cash losses. The provisions of
		have been classified as Non-Performing Assets	Concession Agreement provide for termination
		(NPA). The details w.r.t. the amount of borrowing	where events which are not in control of KEPL, and
		and interest overdue may be referred to at Note	obliges NHAI paying KEPL for repayment of Debt
		No. 11 of the accompanying financial statements	Due along with Adjusted Equity after necessary
	Clause (xvii)	The company has incurred cash losses of H 131.71 Lacs & H 160.72 Lacs respectively in the current as well as the immediately preceding previous year.	adjustments. However, pending receipt of final termination payment from NHAI, KEPL could not pay the loan and interest to its lenders in October 2021 and consequently the outstanding amount of loan and interest was classified as NPA (Nonperforming asset) by the lenders. Upon receipt of termination payment and other claims filed against NHAI, KEPL believes that it will be able to meet its liabilities. KEPL has received a copy of the letter dated February 3, 2022 from an Independent Engineer ("IE") appointed by NHAI in which the IE has sought to limit the amount payable (net of other deductions) as "Termination Payment". KEPL do not agree to it.
	Clause (xix)	On the basis of the financial ratios, ageing and expected dates of realization of assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions indicate that a material uncertainty exists as on the date of the audit report indicating that the company may not be able to meet 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. However, as represented
	Clause (xix)

Name of the Company	Clause no. of CARO	Remarks appearing in the consolidated CARO	Explanation
		to us, the company is reasonably sure of receiving the amount of claims and shall be able to meet the liabilities, though with some delay.	Although, the Company and other promoter of KEPL have, jointly and severally given ''shortfall undertakings'' to the Senior Lenders in case there is any shortfall between amounts received from NHAI and that payable by KEPL to its lenders, however, upon receipt of termination payment and other claims filed against NHAI and based on management''s assessment and legal advice, KEPL believes that it will be able to meet its liabilities. The Company has made provision for impairment of its entire Equity investment in KEPL, expected credit loss against the entire amount of loan given (including amount paid on behalf of other promoter) to KEPL and potential shortfall, if any. The Company has made above provisions without prejudice to its and KEPL legal rights and claims against NHAI and will continue to pursue these amounts against KEPL. Further, it will seek KEPL to pursue their claims and termination payment against NHAI notwithstanding the above recognition.
SSLL	Clause (xvii)	The Company has incurred cash losses of H 961.53 lakhs in the current financial year and H 221.33 lakhs in the immediately preceding financial year	The reason for cash losses of SSLL is lower utilisation of warehouses due to higher market price than minimum support price fixed by the Government.
	Clause (xix)	We draw attention to Note 2(a) to the Standalone financial Statements which explains that the Company has incurred losses in current year and previous year and has accumulated losses as at 31 March 2024. Notwithstanding the accumulated losses, the management continues to believe that the Company will be continue as a going concern for the foreseeable future and meet all its liabilities as fall due for payment based on financial support provided by Holding Company, if required and continuing availability of credit facilities to the Company. On the basis of the above and according to the information and explanations given to us, on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management 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 the 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	Remark is self-explanatory.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Urmil Ved, Practising Company Secretary, Gandhinagar, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2023-24. The Report of the Secretarial Auditor for the FY 2023-24 is annexed to this report as Annexure B. There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in its report.

COST AUDITOR AND COST ACCOUNTS

In terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to maintain cost records in respect of its tower manufacturing, electricity, roads & infrastructure and construction activity and have the cost records audited by a qualified Cost Accountant.

The Company has made and maintained cost records as specified by the Central Government under Section 148(1) of Companies Act, 2013 and such records have been audited by the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has approved appointment of, and remuneration payable to, M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) as the Cost Auditor of the Company to audit the cost records for FY 2024-25.

RISK MANAGEMENT FRAMEWORK

Your Company has constituted a Risk Management Committee (RMC) as per the statutory requirement. The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board Members about risk assessment. The Risk Management Committee undertakes risk assessment and minimization procedures and recommend the same to the Board of Directors.

During the year under review, the Risk Management Committee was reconstituted on account of changes in board composition. Accordingly, consequent to Mr. Sanjay Dalmia, Executive Director, stepping down from the board (effective March 28, 2024), he continues to serve as a member of the Risk Management Committee in his capacity as Executive Director (non-board position). Additionally, with effect from March 28, 2024, Mr. Narayanan Neelakanteswaran Dy. President (Project Controls) ceased to be a member of the Committee and Dr. Shailendra Raj Mehta, Independent Director, was inducted as a member of the Committee with effect from March 29, 2024. Furthermore, consequent to the cessation of the final term as Independent Director of Mr. Narayan Seshadri, he ceased to be the Chairman of the Risk Management Committee effective March 31, 2024

and Mr. Bimal Tanna, Independent Director, was inducted as the Chairman of the Committee effective April 01, 2024.

The Board periodically reviews Company''s Risk Management Frame work taking into consideration the recommendations of the Risk Management Committee and the Audit Committee.

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company monitors, manages and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company''s SOP''s, organizational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manage associated risks. Your Company also has a separate Bribery Risk assessment framework which also defines the key mitigation actions.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to the Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the organization structure and upto the Risk Management Committee on a periodic basis about how risks are being monitored, managed, assured and improvements are made.

More details in respect to the risk management are given in the section on Management Discussion and Analysis forming part of this Annual Report.

PARTICULARS OF REMUNERATION

A. The ratio of the remuneration of each director to the median employees'' remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 (''the Act'') read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are forming part of this report as Annexure C1.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said Annexure is open for inspection at the Registered office of your Company. Any member interested in obtaining copy of the same may write to the Company Secretary.

PERFORMANCE EVALUATION

In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annua performance evaluation of its own, the Non-Independent anc Independent Directors individually as well as the evaluation o the working of various Committees at their Meetings held on 08^tlMay, 2024 in the manner prescribed in the performance evaluation policy. While doing performance evaluation of Independen Directors, the Director being evaluated had not participated.

The evaluation of the Independent Directors were made on the basis of attendance at the meetings of the Board, Committees and General Meeting, knowledge about the latest developments contribution in the Board development processes, participation in the Meetings and events outside Board meetings, expression of views in best interest of the Company, assistance given in protecting the legitimate interests of the Company, employees and investors, extending individual proficiency and experience fo effective functioning and operation of the Company etc.

The criteria for performance evaluation and the statemen indicating the manner in which formal annual evaluation of the Board, its Committees and of individual Directors has been made are also reproduced in the âReport on Corporate Governance"

which forms part of this Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Your Company''s policy on remuneration for the Directors'', Key Managerial Personnel and other employees is placed on website o'' the Company at https://kalpataruproiects.com/api/view-file/Policy on-Remuneration-for-Directors-KMPs-and-Other-Employees.pdf This Policy is directed towards establishing reasonable and sufficient level of remuneration to attract, retain and motivate Directors & employees of the quality required to run the Company successfully. This Policy is in consonance with existing industry practice. There has been no change in the said Policy during the year under review.

Your Company''s policy on Directors'' appointment including criteria for determining qualifications, positive attributes, independence of a director is placed on the website of the Company a'' https://kalpataruproiects.com/api/view-file/Corporate%2C Governance policies%20&%20Guidelines Policv%20on%2C Directors%20Appointment%20including%20criteria%20for%2C determining%20Qualifications.%20Positive%20Attributes.pdf This Policy sets out the guiding principles for the Nomination and Remuneration Committee to identify persons who are eligible tc be appointed as Directors and to determine the independence o a candidate at the time of considering his/her appointment as an Independent Director of the Company. The Policy also provides

for the criteria and qualification in evaluating the suitability for appointment as Director and in Senior Management that are relevant for the Company''s operations. There has been no change in the said Policy during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS & OUTGO

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company is in compliance with the provisions of Section 186 of the Companies Act, 2013. The particulars of loans given, investments made, guarantees given and securities provided are given in the Standalone Financial Statements (Please refer to Note No. 37 to the Standalone Financial Statements).

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the website of Company i.e. https://kalpataruproiects. com/investors/investor-information/annual-return

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There has been no change in the Related Party Transactions Policy during the year under review. The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the ''Report on Corporate Governance''. There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

Attention of Members is drawn to the disclosure of transactions with related parties set out in Note No. 40 of the Standalone Financial Statements, forming part of the Annual Report.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards any action of any executive which may fall under the ambit of ''Sexual Harassment'' at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Anti Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company received one complaint during the year under review which was satisfactorily resolved. There were no complaints pending as on the beginning and end of the financial year.

ANTI-BRIBERY MANAGEMENT SYSTEM

As an organization, your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Kalpataru Code of Conduct ("KCoC") applicable to all the employees of your Company. The Code provides for the matters related to governance, compliance, ethics and other matters. Your Company has adopted strong anti-bribery anti-corruption policy and practices and has also been certified with ISO 37001 for establishing Anti Bribery Management System in respect of certain business areas.

STATEMENT OF DIRECTORS'' RESPONSIBILITY

Pursuant to requirement under Section 134(3)(c) of the Companies Act, 2013 (''the Act''), your Directors'' confirm that:

(a) in the preparation of the annual accounts for the year ended on March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;

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

(d) they had prepared the annual accounts on a going concern basis;

(e) they, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2023-24.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

DISCLOSURE OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were two proceedings initiated / pending against the Company during the year under review, filed under the provisions of Section 9 of the Insolvency and Bankruptcy Code, 2016, in aggregate involving about INR 4.6 Crores. Both the matters were disposed / dismissed, in favour of the Company, during the year under review.

GENERAL

Your Directors state that no disclosure or reporting is required in

respect of the following matters as there were no transactions on

these matters during the year under review:

â¢ Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

â¢ Issue of shares (including sweat equity shares) to employees of the Company under any scheme or any stock options scheme.

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

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

â¢ The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board''s report.

â¢ There has been no change in the nature of business of the Company.

â¢ There is no proceeding pending under The Insolvency and Bankruptcy Code, 2016.

â¢ There was no instance of onetime settlement with any bank or financial institution.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the government and regulatory authorities, financial institutions, banks, debenture holders and debenture trustee, JV partners, consortium partners, customers, vendors, suppliers, sub-contractors and members and all other stakeholders for their valuable continuous support.

The Board of Directors wish to place on record its sincere appreciation for the committed and loyal services rendered by the Company''s executives, staff and workers. Your Directors also appreciate and acknowledge the confidence reposed in them by members of the Company.

On behalf of the Board of Directors Mofatraj P Munot

Place: Mumbai Non-Executive Chairman

Date: May 08, 2024 DIN: 00046905

Water: Gold Award for Quality Excellence by Apex India, Achievement award for the Best Construction Project and multiple awards under category Construction, Health, Safety & Environment for various projects at the 14^th CIDC Vishwakarma Awards 2023, Bronze Award for Health &

Mar 31, 2023

Your Directors are pleased to present the 42^nd ANNUAL REPORT of Kalpataru Power Transmission Limited (âthe Company") together with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS				(H in Crores)
Particulars	Consolidated		Standalone
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	16,361.44	14,777.38	14,336.82	12,407.14
Profit before Depreciation and Amortization expenses, Tax and Exceptional items	942.49	882.15	979.33	707.53
Less: Depreciation and amortization expenses	391.75	350.78	294.75	271.95
Profit before Tax and Exceptional Items	550.74	531.37	684.58	435.58
Exceptional items	90.78	184.93	54.10	63.94
Share of Profit / (Loss) from Joint Venture	-	(19.89)	-	-
Tax Expense	206.50	161.35	206.73	149.14
Profit for the period	435.02	535.06	531.95	350.38
Other Comprehensive Income (net of tax)
Items that will be reclassified subsequently to Profit or Loss	(57.16)	43.39	(48.70)	35.31
Items that will not be reclassified subsequently to Profit or Loss	1.49	0.53	1.58	0.55
Total Comprehensive Income for the period	379.35	578.98	484.83	386.24
Other Equity - Opening balance	4,248.79	3,708.72	4,907.32	4,547.22
Add: Profit for the period	440.75*	540.30*	531.95	350.38
Less: Dividends	(96.77)	(34.45)	(102.20)	(26.13)
Less: Issue of Equity Shares		-	(2.71)	-
Add / Less: Other Comprehensive income for the year net of tax	(42.34)	34.22	(47.12)	35.85
Add / Less: Acquisition of non-controlling interest	137.70	-	-	-
Other Equity - Closing balance	4,688.13	4,248.79	5,287.24	4,907.32
* Profit for the year attributable to Owners of the Company

Note: Consequent to Amalgamation of JMC Projects (India) Limited with the Company, the Financial Statements for the previous financial year 2021-22 has been restated in accordance with the applicable accounting standard.

OPERATIONAL HIGHLIGHTS

During Financial Year 2022-23, the Standalone revenue of your Company increased by about 15.55% to H 14,336.82 Crores as against H 12,407.14 Crores in the previous financial year. Total revenue outside India was H 3,789.66 Crores or approx. 26.43% of revenues.

The Standalone net profit for the year increased by 51.82% to H 531.95 Crores as against H 350.38 Crores in the previous financial year mainly on account of higher revenue, operational efficiencies, productivity improvement and timely project closures and claims.

Your Company has a standalone order book of more than H 45,900 Crores (including Linjemontage I Grastorp AB and Fasttel Engenharia S.A.) excluding fairly placed bids. Your Company has received Orders in excess of H 25,200 Crores (including orders received by Linjemontage I Grastorp AB and Fasttel Engenharia S.A.) in the current financial year 2022-23.

The consolidated revenue of your Company increased by about 10.72% to H 16,361.44 Crores as against H 14,777.38 Crores in the previous financial year.

The consolidated net profit for the year decreased by about 18.70% to H 435.02 Crores as against H 535.06 Crores in the

previous financial year mainly on account of increased input costs in subsidiary companies.

Your Company has secured highest ever order book, spread across multiple business areas, enabling sustainable and diversified growth. Your Company has achieved the following milestones for its various businesses during the year under review.

Transmission & Distribution:

(i) Supplied 1,18,258 MTs of Transmission Line Towers

(ii) Completed / commissioned over 1,200 km of Transmission Lines

(iii) Over 2,400 circuit km stringing done Buildings and Factories:

(i) Secured first-ever Airport project on EPC basis

(ii) Completed marquee projects such as IIT Tirupati (greenfield campus spread over 200 acres), Prestige Falcon Mall (largest in South Bengaluru), Bagmane Helium Commercial Project in less than 12 months (G 12 structure)

(iii) Completed Industrial EPC Project for a steel plant and shipyard

Water Supply and Irrigation:

(i) Over 4 Lakh house connections of treated drinking water provided across cities and villages in Odisha, Bihar, MP and UP

(ii) Over 100 Overhead Water Tanks constructed across States for providing treated drinking water supply

(iii) Multiple projects under execution under Jal Jeevan Mission with portfolio of around 25 Lakh house connections

Railway:

(i) Commissioned over 1,200 route km of Railway Electrification

(ii) Commissioned over 100 route km of new Railway Track

(iii) Secured Indore Metro and Bhopal Metro Projects Oil and Gas:

(i) Over 250 km hydro-testing of pipelines completed across multiple States

Urban Infra:

(i) Completed Tamil Nadu''s longest Elevated Corridor (> 7 km) in Madurai for NHAI

(ii) Secured Elevated Corridor project (> 5 km) in Kanpur from UP Metro

AMALGAMATION OF JMC PROJECTS (INDIA) LIMITED WITH THE COMPANY

The Board of Directors of your Company and its subsidiary JMC Projects (India) Ltd. (JMC) at their respective meetings held on February 19, 2022 had approved the scheme of amalgamation of JMC with the Company and their respective shareholders pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the Scheme).

The amalgamation was approved so as to bring synergies amongst two leading organizations with unique sets of capabilities and complementary businesses in the attractive EPC markets.

As per the Scheme, all the assets, liabilities, employees etc. of JMC shall vest on the Company with effect from the Appointed Date i.e. April 01, 2022 and in consideration of such amalgamation, the Company issued 1 (one) equity share of H 2/-each for every 4 (four) equity shares of H 2/- each of JMC to the eligible shareholders of JMC.

In accordance with the order dated August 03, 2022 passed by the Hon''ble National Company Law Tribunal (NCLT), Ahmedabad bench, your Company convened meeting of equity shareholders on September 06, 2022 through Video Conferencing (âVC") / Other Audio Visual Means (âOAVM") in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations, to consider and approve Scheme of Amalgamation of JMC with the Company and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The said Resolution was passed with requisite majority.

During the year under review, the Scheme of Amalgamation was approved by the Hon''ble National Company Law Tribunal, Ahmedabad Bench vide its order dated December 21, 2022 and the Scheme became effective from January 04, 2023 consequent upon the filing of the order with the Registrar of Companies, Gujarat. Upon effectiveness of the Scheme, all the assets, liabilities, employees etc. of JMC have been transferred and vested on the Company with effect from the Appointed Date i.e. April 01, 2022.

The effect of the Scheme has been given in the Audited Financial Statements of the Company for FY 2022-23 and accordingly as required under Indian Accounting Standards, the Financial Statements for the previous financial year 2021-22 has been restated to make it comparable.

CAPITAL STRUCTURE

As per the terms of the Scheme, your Company had issued and allotted 1,35,36,944 equity shares each of H 2/- to the eligible shareholders of JMC on January 16, 2023. The said allotted equity shares are listed and admitted for trading in BSE Limited and National Stock Exchange of India Limited on and from February 01, 2023.

Consequent to the above issuance, the paid-up equity share capital of the Company stood at H 32,48,92,304/- divided into 16,24,46,152 equity shares each of H 2/- as at March 31, 2023.

CHANGE OF NAME

The Board of Directors of the Company on April 10, 2023, approved a proposal for change in the name of the Company from the existing name âKalpataru Power Transmission Limited'' to âKalpataru Projects International Limited''. The Company is in process of seeking the approval of the members on the aforesaid change of name of the Company. Such change of name will be made effective once the approval of the Central Government is obtained post the members'' approval.

AWARDS & RECOGNITION

Your Company has been honoured with various awards, accolades and recognitions during the year under review, some of which are elaborated hereunder:

Manufacturing Plant in Gandhinagar : Multiple awards received from International Research Institute for Manufacturing, CII Institute of Quality, Quality Circle Forum of India etc.

Manufacturing Plant in Raipur : Multiple awards received from Quality Circle Forum of India etc. besides certifications by IFO - Certification Body based at Germany, and certifications such as EN 1090 and ISO 3834-2 which are mandatory for European projects.

Biomass Power Plant in Rajasthan : Received Gold Award from Apex India.

Transmission Lines & Substations : Multiple awards received from Quality Circle Forum of India, Gold Excellence Awards at International Convention on QC Circles - 2022 Jakarta for the case study on âProto Inspection of Transmission towers" and also on Case study on â5S Implementation in Construction store area".

Railways : Multiple awards including âAchievement in Electrification in Railways" at 3^rd Rail Analysis Innovation & Excellence Summit, 2022, Awards for âOutstanding Contribution in Urban Infrastructure - Railway" by EPC World etc.

Digitalization : Multiple awards including for "Operational Excellence through Digital Transformation - 2022" for Project SPARK under the âMost Innovative Practice" category by Confederation of Indian Industry, Technology Excellence Award from Quantic India.

Skill Development : Multiple Supervisors and Artisans felicitated in CIDC Vishwakarma Awards.

Safety : Multiple awards for various projects in Buildings & Factories, Transmission Lines & Substations, Water Supply & Irrigation and Infrastructure businesses from OSHSAI, British Safety Council, RoSPA UK, CII, CIDC, NSCI etc. Also, multiple appreciations received from various clients for safe working hours achieved at various project sites.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year 2022-23 and the date of Board''s Report.

DIVIDEND

Your Directors are also pleased to recommend dividend on the increased paid-up equity share capital base of the Company for the year ended March 31, 2023 @ H 7/- (350%) per equity share of H 2/- each fully paid up (previous year H 6.50 (325%) per fully paid up share). The total dividend payment for FY 2022-23 would be approx. H 113.71 Crore on the increased share capital base of 16,24,46,152 equity shares as against the previous year dividend payment of H 96.79 Crore on 14,89,09,208 equity shares of the Company. The final dividend payment for the FY 2022-23 is in accordance with the Dividend Distribution Policy of the Company and the same shall be paid subject to the deduction of tax in applicable cases once approved by the members of the Company at the ensuing Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations, your Company has formulated Dividend Distribution Policy and the same is also available on the website of the Company at https:// kalpatarupower.com/wp-content/uploads/2016/05/Dividend-Distribution-Policy.pdf

The Board of Directors of your Company have recommended dividend within the parameters of dividend distribution policy. There was no change in dividend distribution policy during the year under review.

NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has redeemed Non-Convertible Debentures (NCDs) worth H 298.94 Crores (includes NCDs redeemed by JMC Projects (India) Limited worth H 145 Crores).

Also during the year, your Company has issued and allotted 990 Nos. Repo Rate linked Unsecured, Rated, Listed, Redeemable NCDs of the face value of H 10,00,000/- (Rupees Ten lakh Only) each, for an aggregate nominal value of H 99,00,00,000/-(Rupees Ninety Nine Crores Only) on private placement basis. The said NCDs are listed on Wholesale Debt Market Segment of BSE Limited. Further, the Company has fully utilized the proceeds of issue of said NCDs for the purposes as mentioned in the offer document.

Further, a liability towards 3,490 NCDs of the face value of H 10,00,000/- (Rupees Ten lakh Only) each, for an aggregate nominal value of H 349,00,00,000/- (Rupees Three Hundred Forty Nine Crores Only) got transferred and vested on the Company upon effectiveness of the Scheme of Amalgamation of JMC Projects (India) Limited with your Company.

As on March 31, 2023, the total outstanding NCDs stands at H 648,00,00,000/- (Rupees Six Hundred Forty Eight Crores Only) divided into 6,480 NCDs of the face value of H 10,00,000/-(Rupees Ten lakh Only) each.

TRANSFER TO RESERVES

Your Directors have approved the transfer of the following amounts to various reserves during the financial year ended March 31, 2023:

Amount transferred to

Amount in K Crores

General Reserve

10.00

0.21

Other Reserve

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As at March 31, 2023, your Company had 24 (twenty four) subsidiaries and 3 (three) associate companies.

As at March 31, 2023, none of the subsidiaries of the Company qualifies to be considered as Material Subsidiary as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations") and Company''s policy on determining Material Subsidiary.

During the year under review, four step down subsidiaries of the Company viz. Brij Bhoomi Expressway Private Limited, Vindhyachal Expressway Private Limited, Wainganga Expressway Private Limited and JMC Mining and Quarries Limited became the direct subsidiaries of the Company upon Amalgamation of JMC Projects (India) Limited with your Company. Further, Kurukshetra Expressway Private Limited has become direct

associate company upon Amalgamation of JMC Projects (India) Limited with your Company.

During the year under review, Alipurduar Transmission Limited and Kohima-Mariani Transmission Limited ceased to be subsidiaries of the Company and has become associate companies.

A statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in terms of provisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The brief details of the activities carried out by some of the subsidiaries of your Company is provided below.

Shree Shubham Logistics Limited (âSSLLâ):

a) SSLL has been appointed as Service Provider by Maharashtra State Warehousing Corporation (MSWC) for Preservation, Maintenance and Security (PMS) of food grain stocks at 11 locations.

b) SSLL has forayed into a new segment of Non- Agri warehousing wherein 2.03 lac SFT has been leased out to industrial customers.

c) SSLL has signed an agreement with DCX to provide an online vibrant Agritech platform that can be used by farmers, traders, processors and Govt. agencies for safe and efficient digital trade, storage, export and import of agriculture commodities.

In aggregate, SSLL is managing more than 400 warehouses with a total storage capacity exceeding 11 million SFT. SSLL is a wholly owned subsidiary of your Company.

Linjemontage I Grastorp AB (âLMGâ):

LMG, a Swedish EPC company headquartered in Grastorp, Sweden along with its two wholly owned subsidiaries, was acquired (85% equity stake) by the Company''s wholly owned subsidiary in Sweden namely Kalpataru Power Transmission Sweden AB (KPTS) in April 2019. In July 2022, KPTS acquired the remaining 15% shares in LMG and hence LMG has now became 100% subsidiary of KPTS.

During the year under review, LMG along with its two subsidiaries has bagged Orders of approx. H 651 Crore and has an Order Book of approx. H 1,009 Crore as on 31 March, 2023. This year also the Company has delivered very good profitability with a revenue of approx. H 1,002 Crore and margin of about H 73 Crore. LMG is now one of the key player in Swedish EPC market in the segment of Substation, Transmission lines and it has also strengthened its position in the industrial segment. This is a result of continued operational efficiency, better procurement and ability to deliver projects in time. LMG continues to add more capabilities like entry into 400 kV transmission lines business, underground cabling and expanding its presence. Further, LMG has successfully completed 2 large 400kV projects and was awarded as the best contractor for the year 2022 by a client.

Fasttel Engenharia S.A. (âFasttelâ):

Fasttel Engenharia S.A. is an established EPC player with more than 3 decades of presence, having footprints in almost all Brazilian states. It has developed thousands of kilometers of transmission lines up to 750 kV and substations up to 500 kV Voltage level. Fasttel is working with various reputes customers/developers across the Brazil. Fasttel is well positioned for actively participating in studies and solutions for the next round of auctions announced by Agencia Nacional de Energia Eletrica, Brazil (âANEEL") during FY 2023-2024. Your Company holds 51% equity shares in Fasttel Engenharia S.A. through its wholly owned subsidiary namely Kalpataru Power Do Brasil Participacoes Ltda.

Kalpataru IBN Omairah Contracting Company Limited (âKIOCLâ)

KIOCL is a joint venture of the Company with IBN Omairah Contracting Company Limited in the Kingdom of Saudi Arabia wherein the Company is holding 65% equity shares of KIOCL. During the year under review, KIOCL has been awarded three new Projects for construction of 380 kV, 115 Kv and 110 kV Double Circuit overhead transmission line. The Projects are progressing well and are expected to be commissioned within the contractual timeline.

Kalpataru Power Transmission Chile SpA (âKPCSAâ):

KPCSA is a wholly owned subsidiary of the Company in Chile. Currently, KPCSA has two contracts awarded to it in Chile for (a) HDVC Transmission Line (b) LA Negra New Sectioning Substation for 220/110 KV. For the successful execution of the contracts, KPCSA is strengthening its capabilities in the market.

Pursuant to provisions of Section 129 of the Companies Act, 2013, your Company shall place Consolidated Financial Statements before its members for their approval. Further, pursuant to provisions of Section 136 of the Companies Act, 2013, your Company will make available the Annual Accounts of the Subsidiary Companies and the related information to any Members of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies are also uploaded on the website of the Company i.e. https:// kalpatarupower.com/annual-reports-accounts/ and will also be kept open for inspection at the Registered Office of your Company and that of the respective Subsidiary Company.

CONSOLIDATED FINANCIAL STATEMENTS

DIVESTMENT / MONETIZATION OF TRANSMISSION LINE SPVâs

During the year under review, your Company in terms of the agreement has sold and transferred additional 25% out of the balance 51% equity shares of Alipurduar Transmission Limited to Adani Transmission Limited with an agreement to sell the balance 26% to Adani Transmission Limited, after obtaining requisite regulatory and other approvals and in a manner consistent with Transmission Service Agreement.

Further, your Company has also sold and transferred additional 25% out of the balance 51% equity shares of Kohima-Mariani Transmission Limited to Apraava Energy Private Limited (formerly known as CLP India Private Limited) with an agreement to sell the balance 26% to Apraava Energy Private Limited, after obtaining requisite regulatory and other approvals and in a manner consistent with Transmission Service Agreement.

DIRECTORS

Your Board currently comprises of 10 Directors including 5 Independent Directors, 3 Executive Directors and 2 NonExecutive Non-Independent Directors.

During the year under review, the appointment of Mr. Mofatraj P. Munot as Non-Executive Chairman of the Company was approved by the members of the Company for a period of 5 (five) years w.e.f. May 02, 2022.

Further, during the year under review, your Company appointed Mr. Shailendra Kumar Tripathi (DIN: 03156123) as an Additional Director of the Company with effect from January 04, 2023 i.e. Effective Date of the Scheme of Amalgamation of JMC Projects (India) Limited (âJMCâ) with the Company under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. Further, he was also designated as Dy. Managing Director of the Company, for the period commencing from January 04, 2023 to October 21, 2025, subject to approval of the shareholders.

Also the shareholders of the Company pursuant to the postal ballot notice dated February 10, 2023, approved the appointment of Mr. Shailendra Kumar Tripathi as Dy. Managing Director of the Company, for the period commencing from January 04, 2023 upto October 21, 2025 (both days inclusive).

In terms of Section 152 of the Companies Act, 2013, Mr. Sanjay Dalmia (DIN: 03469908), being the longest in the office, shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors of the Company at the recommendation of Nomination and Remuneration Committee has recommended for his re-appointment.

A brief resume of Mr. Sanjay Dalmia, being re-appointed as a Director liable to retire by rotation along with the nature of his expertise, his shareholding in your Company and other details as stipulated under Regulation 36 (3) of the Listing Regulations is appended as an annexure to the Notice of the ensuing Annual General Meeting.

BOARD MEETINGS

During the year under review, the Board met 6 times on May 14, 2022, August 4, 2022, November 10, 2022, December 29, 2022, February 9, 2023 and March 27, 2023.

The number of Meetings of the Board that each Director attended is provided in the Report on Corporate Governance, appended to, and forming part of, this Report.

AUDIT COMMITTEE

During the year, the Audit Committee was reconstituted and Mr. Mofatraj P. Munot, Non-Executive Non-Independent Director was appointed as member of the Audit Committee with effect from May 14, 2022.

As on March 31, 2023, the composition of the Audit Committee consists of Mr. Sajjanraj Mehta as Chairman, Mr. Mofatraj P. Munot, Mr. Vimal Bhandari and Mr. Narayan K Seshadri as members of the Committee.

The powers and roles of the Audit Committee are included in Corporate Governance Report, which forms an integral part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

OTHER COMMITTEES

Nomination and Remuneration Committee Stakeholder''s Relationship Committee Corporate Social Responsibility Committee Risk Management Committee Share Transfer Committee Executive Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant Committees are given in detail in the âReport on Corporate Governance'' of your Company which forms part of this Report. The dates on which Meeting of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each Director attended is provided in the âReport on Corporate Governance''. The minutes of the Meetings of all Committees are circulated to the Board for discussion and noting.

During the year, all recommendations of the committees were approved by the Board.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Rajeev Kumar, Company Secretary of the Company resigned w.e.f. close of working hours of May 31, 2022. In the interim, the Company had designated Mr. Krunal Shah, Senior Manager as an Interim Compliance Officer in terms of Regulation 6 of the LODR Regulations effective from June 01, 2022.

Subsequently, the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee, approved the appointment of Ms. Shweta Girotra (Membership No. FCS 7313) as Company Secretary & Key Managerial Personnel of the Company w.e.f. November 10, 2022 in terms of the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder. She was also appointed as Compliance Officer of the Company in terms of Regulation 6 of the LODR Regulations effective from November 10, 2022.

During the year under review, Mr. Shailendra Kumar Tripathi was appointed as Dy. Managing Director of the Company (Key Managerial Personnel) w.e.f. January 04, 2023.

Presently, Mr. Manish Mohnot, Managing Director & CEO, Mr. Shailendra Kumar Tripathi, Dy. Managing Director, Mr. Ram Patodia, Chief Financial Officer and Ms. Shweta Girotra, Company Secretary are the Key Managerial Personnel (KMPs) as per provisions of Companies Act, 2013.

CORPORATE GOVERNANCE

Your Company is conscious of the fact that the success of a corporation is a reflection of the professionalism, conduct and ethical values of its management and employees. Your Company''s business objective and that of its management and employees is to provide valuable services in such a manner to enhance value that can be sustained over the long term for its clients, shareholders, employees, business partners and the national economy.

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (âSEBIâ).

A certificate from M/s. B S R & Co. LLP, Statutory Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations is annexed to Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation, 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year, the Corporate Social Responsibility (CSR) Committee was reconstituted and Mr. Mofatraj P. Munot, Non-Executive Non-Independent Director was appointed as member of the CSR Committee with effect from May 14, 2022. As on March 31, 2023, the composition of the CSR Committee consists of Mr. Sajjanraj Mehta as Chairman, Mr. Mofatraj P. Munot, Mr. Parag M. Munot and Mr. Manish Mohnot as members of the Committee.

Your Company has been committed to the welfare of the communities through philanthropic interventions even before the provisions of Companies Act, 2013 made it mandatory. In order to leverage the demographic dividend, the Company has been focusing on social issues of Healthcare, Education, Skilling/Livelihood, Animal Welfare, Environment and Community development by undertaking need based initiatives. The Company implemented some innovative and sustainable initiatives for the marginalized and vulnerable communities around the Plant locations in Gandhinagar, Raipur & Padampur along with remote project site locations across India. These projects were aligned to the Schedule VII of the Companies Act, 2013 and the United Nation''s Sustainable Development Goals and have strived towards achieving scalable impact, outcomes and outputs in the community. The initiatives were implemented either directly or through Kalpatraru Foundation & Kalpataru Welfare Trust.

Your Company has formed a CSR Committee as per the requirement of the Companies Act, 2013. On recommendation of CSR Committee, the Board of Directors'' of your Company has approved a CSR Policy which is available on the website of your Company at https://kalpatarupower.com/wp-content/ uploads/2016/05/CSR-Policy-May-2021.pdf The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the Annual Report on CSR activities undertaken during the year as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) are set out in Annexure A of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) read with relevant SEBI Circulars, new reporting

requirements on ESG parameters were prescribed under âBusiness Responsibility and Sustainability Report" (âBRSR''). The BRSR seeks disclosure on the performance of the Company against nine principles of the âNational Guidelines on Responsible Business Conduct". As per the SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalization. Accordingly, for the financial year ended March 31, 2023, your Company has published BRSR instead of Business Responsibility Report. The BRSR forms an integral part of this Annual Report.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a vigil mechanism (whistle-blower policy) under which the employees, vendors and persons having business dealing with the Company are free to report violations of applicable laws and regulations and the Code of Conduct of the Company. The reportable matters may be disclosed to the Chief Ethics Officer and Anti Bribery Management System Committee which operates under the supervision of the Audit Committee. Further, the functioning of the vigil mechanism is being monitored by the Audit Committee from time to time. The whistle blower may also report violations to the Chairman of the Audit Committee in exceptional cases. During the year, no employee/person was denied access to the Audit Committee.

The Whistle Blower Policy has been disclosed on the Company''s website https://kalpatarupower.com/wp-content/ uploads/2016/05/Whistle-Blower-Policv-November-2021.pdf .

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the 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 disclosures.

STATUTORY AUDITORS AND AUDITORSâ REPORT

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, have been appointed as the Statutory Auditors of the Company at the 37^th Annual General Meeting held on August 7, 2018 to hold office for a period of 5 (five) consecutive years i.e. from the conclusion of 37^th Annual General Meeting (AGM) till the conclusion of the 42^nd Annual General Meeting of the Company subject to compliance of the various provisions of the Companies Act, 2013 (âthe Act'').

Based on the recommendations of the Audit Committee, the Board of Directors of your Company, subject to the approval of the members at the ensuing AGM has approved the reappointment of M/s. B S R & Co. LLP, (Firm Registration No. 101248W/W-100022) Chartered Accountants as the Statutory Auditors of the Company for a period of 5 (five) consecutive years i.e. till the conclusion of 47^th AGM of the Company to be held in the year 2028. The requisite resolution for approval by the members of the Company has been set out in the Notice of the 42^nd AGM of your Company.

M/s. B S R & Co. LLP, Chartered Accountants have given their consent to be re-appointed as the Statutory Auditors of your Company and have confirmed that the said re-appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

The Statutory Auditors of the Company have issued Audit Reports on the Standalone and Consolidated Annual Financial Statement of the Company with unmodified opinion. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in their reports on the Standalone Annual Financial Statement.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Urmil Ved, Practising Company Secretary, Gandhinagar, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2022-23. The Report of the Secretarial Auditor for the FY 2022-23 is annexed to this report as Annexure B. There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.

COST AUDITOR AND COST ACCOUNTS

In terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to maintain cost records in respect of its steel manufacturing, electricity, roads & infrastructure and construction activity and have the cost records audited by a qualified Cost Accountant.

The Company made and maintained cost records as specified by the Central Government under Section 148(1) of Companies Act, 2013 and such records have been audited by the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has approved appointment of and remuneration payable to M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) as the Cost Auditor of the Company to audit the cost records for FY 2023-24.

RISK MANAGEMENT FRAMEWORK

Your Company has constituted a Risk Management Committee as per the statutory requirement. The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board Members about risk assessment. The Risk Management Committee undertakes risk assessment and minimization procedures and recommend the same to the Board of Directors.

Further, after closure of the FY 2022-23, the Risk Management Committee was reconstituted by addition of Mr. Shailendra Kumar Tripathi, Dy. Managing Director, Mr. Amit Uplenchwar, Director-Strategy Business Group, Mr. N. Neelakanteswaran, Dy. President (Project Controls) & Mr. Hardik Hundia, Sr. Vice President as members of Risk Management Committee and cessation of Mr. Kamal Kishore Jain as member of the Committee.

The Board periodically reviews Risk Management taking into consideration the recommendations of Risk Management Committee and Audit Committee.

More details in respect to the risk management are given in the Management Discussion and Analysis Report forming part of this Annual Report.

PARTICULARS OF REMUNERATION

A. The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 (âthe Act'') read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are forming part of this report as Annexure C1.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said Annexure is open for inspection at the Registered office of your Company. Any member interested in obtaining copy of the same may write to the Company Secretary.

PERFORMANCE EVALUATION

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own, the Non-Independent and Independent Directors individually as well as the evaluation of the working of various Committees at their Meetings held on May 08, 2023 in the manner prescribed in the performance evaluation policy. While doing performance evaluation of Independent Directors, the Director being evaluated had not participated.

The evaluation of the Independent Directors were made on the basis of attendance at the Meeting of the Board, Committee and General Meeting, knowledge about the latest developments, contribution in the Board development processes, participation in the Meetings and events outside Board Meetings, expression

of views in best interest of the Company, assistance given in protecting the legitimate interests of the Company, employees and investors, extending individual proficiency and experience for effective functioning and operation of the Company etc.

which forms part of this Report.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS, POSITIVEATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Your Companyâs policy on remuneration for the Directors'', Key Managerial Personnel and other employees is placed on website of the Company at https://kalpatarupower.com/wp-content/ uploads/2016/05/Policv-on-Remuneration-for-Directors-KMPs-and-Other-Emplovees.pdf. This Policy is directed towards establishing reasonable and sufficient level of remuneration to attract, retain and motivate Directors & employees of the quality required to run the Company successfully. This Policy is in consonance with existing industry practice. There has been no change in the said Policy during the year under review. The sitting fees for the meetings of the Board and its various Committees thereof has been amended by the Board at its meeting held on May 14, 2022.

Your Company''s policy on Directors'' appointment including criteria for determining qualifications, positive attributes, independence of a director is placed on website of the Company at https://kalpatarupower.com/wp-content/uploads/2016/05/ Policy-On-Directors-Appointment-including-criteria-for-determining-qualifications-positive-attri.pdf. This Policy sets out the guiding principles for the Nomination and Remuneration Committee to identify persons who are eligible to be appointed as Directors and to determine the independence of a candidate at the time of considering his/her appointment as an Independent Director of the Company. The Policy also provides for the criteria and qualification in evaluating the suitability for appointment as Director & in Senior Management that are relevant for the Company''s operations. There has been no change in the said Policy during the year under review.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company is in compliance with the provisions of Section 186 of the Companies Act, 2013. The particulars of loans given, investments made, guarantees given and securities provided are given in the standalone financial statement (Please refer to Note No. 6, 29 & 37 to the Standalone Financial Statements).

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the website of Company at https://kalpatarupower. com/investor-information/

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Your Company takes prior omnibus approval from Audit Committee for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at an arm''s length basis.

The Related Party Transactions Policy was last reviewed and approved by the Board of Directors of the Company at their meeting held on May 14, 2022 on the recommendation of the Audit Committee. The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the âReport on Corporate Governanceâ. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Attention of Members is drawn to the disclosure of transactions with related parties set out in Note No. 41 of Standalone Financial Statements, forming part of the Annual Report.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards any action of any executive which may fall under the ambit of âSexual Harassment'' at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Anti

Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company received one complaint during the year under review which was satisfactorily resolved. There were no complaints pending as on the beginning and end of the financial year.

ANTI-BRIBERY MANAGEMENT SYSTEM

As an organization, your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Kalpataru Code of Conduct (âKCoC") applicable to all the employees of your Company. The Code provides for the matters related to governance, compliance, ethics and other matters. Your Company has adopted strong anti-bribery anticorruption policy and practices and has also been certified with ISO-37001 for establishing Anti Bribery Management System across the organization.

STATEMENT OF DIRECTORSâ RESPONSIBILITY

Pursuant to requirement under Section 134(3)(c) of the Companies Act, 2013 (âthe Act''), your Directors'' confirm that:

(a) in the preparation of the annual accounts for the year ended on March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(d) they had prepared the annual accounts on a going concern basis;

(e) they, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

GENERAL

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

Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

Issue of shares (including sweat equity shares) to employees of the Company under any scheme or any stock options scheme.

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

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board''s report.

There has been no change in the nature of business of the Company except the businesses of erstwhile JMC Projects (India) Limited which got merged with the Company.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the Government and Regulatory Authorities, Financial Institutions, Banks, Debenture holders and Debenture Trustee, JV Partners, Consortium Partners, Customers, Vendors, Suppliers, SubContractors and Members and all other stakeholders for their valuable continuous support.

On behalf of the Board of Directors Mofatraj P. Munot

Place: Mumbai Non-Executive Chairman

Date: May 08, 2023 DIN: 00046905

Mar 31, 2022

Your Directors are pleased to present the 41^st ANNUAL REPORT of Kalpataru Power Transmission Limited ("the Company") together with the Audited Financial Statements (standalone and consolidated) for the financial year ended 31 March, 2022.

FINANCIAL HIGHLIGHTS

('' in Crores)
particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	14,777.38	12,949.44	7,061.80	7,670.70
Profit before Depreciation, Tax and amortisation expense	882.15	1,141.27	609.31	777.57
Less: Depreciation and amortisation expenses	350.78	373.45	104.75	114.60
Profit before Tax and Exceptional Items	531.37	767.82	504.56	662.97
Exceptional items	184.93	209.64	217.41	168.35
Share of Profit / (Loss) from Joint Venture	(19.89)	(32.21)	-	-
Tax Expense	161.35	283.21	206.61	216.10
Profit for the period	535.06	662.04	515.36	615.22
Other Comprehensive Income (net of tax)
Items that will be reclassified subsequently to Profit or Loss	43.39	8.89	5.06	15.50
Items that will not be reclassified subsequently to Profit or Loss	0.53	0.70	0.43	(0.07)
Total Comprehensive Income for the period	578.98	671.63	520.85	630.65
Retained Earnings - Opening balance	2,473.55	1,943.35	2,678.49	2,201.00
Add: Profit for the period	540.30*	671.02*	515.36	615.22
Less: Dividends	34.45	0.63	22.34	-
Less: interim Dividend	-	126.57	-	126.57
Less: Transfer to General Reserve	10.00	12.25	10.00	10.00
Less: Transfer to Capital Redemption Reserve	-	1.16	-	1.16
Less: Transfer to other reserves	0.20	0.21	-	-
Retained Earnings - Closing balance	2,969.20	2,473.55	3,161.51	2,678.49
* Profit for the year attributable to Owners of the Company

OUR RESpoNSE To CoVID-19

The world has learnt to live with COVID-19. With remarkable vaccination drive, the second and third wave of COVID-19 was appropriately mitigated in india and the indian Economy has shown significant improvement in the last year.

First few months of 2021-22 were under the second wave of COVID-19, during which, India as well as the world, was devastated with the loss of lives. Your Company promptly reacted by providing the required support to its employees, community and the clients. Our people are our biggest strength and protecting their health and well being is crucial to us. In the last week of November, 2021, the emergence of Omicron a new variant of SARS CoV2, brought third wave of COVID-19 in India.

Under its Kalpa Aapda Seva Project, your Company activated its CSR interventions to join hands with government machinery to combat and contain the impact of COVID-19. It carried out various CSR Programs like construction of well equipped 16 bedded children''s ward combined with an imported oxygen generation plant and mobile x-ray machine, vaccination drives, distribution of dry ration kits to the needy and poor murtikars of Mumbai etc. The Company also distributed oxygen concentrators to the government hospitals during the 2^nd wave as well as before the onset of 3^rd wave to equip the public administration to combat with COVID-19. For our partners - vendors, suppliers and subcontractors who have been most exposed to the crisis, we shorten the lead time for payments with systematic immediate payments. Your Company have ensured that all our subcontractor workers

were retained at site with required hygiene standards at labour camps with daily needs as per government guidelines.

OPERATIONAL HIGHLIGHTS

First quarter of the financial year was mostly under lockdown imposed for containment of novel Corona virus (COVID-19). However, your Company continued with its robust performance during the year.

During 2021-22, the Standalone revenue of your Company decreased by about 7.94 % to '' 7,061.80 Crores as against '' 7,670.70 Crores in the previous financial year. Total Export revenue (including overseas projects) was '' 2,594.65 Crores or approx. 36.74% of revenues.

The Standalone net profit for the year decreased by 16.23% to '' 515.36 Crores as against '' 615.22 Crores in the previous financial year.

Your Company has supplied 1,52,580 MTs of Transmission Line Towers during the year under review.

Your company has a standalone order book (including Linjemontage I Grastorp AB and Fasttel Engenharia S.A.) of more than '' 15,750 Crores. Your Company has received Orders in excess of '' 8150 Crores [including orders received by LinjemontageI Grastorp AB ('' 985 Crores) and Fasttel Engenharia S.A. ('' 283 Crores)] in the current FY 2021-22.

The consolidated revenue of your Company increased by about 14.12% to '' 14,777.38 Crores as against '' 12,949.44 Crores in the previous financial year.

The consolidated net profit for the year decreased by about 19.18% to '' 535.06 Crores as against '' 662.04 Crores in the previous financial year.

Your Companyâs business continuity plan and technology backed systems & processes have helped your Company to ensure execution across all projects amidst 2^nd and 3^rdwave of COVID-19 and therefore, there was no material adverse impact of COVID-19 on operations or finances of the Company during the FY 2021-22.

AMALGAMATION OF JMC PROJECTS (INDIA) LIMITED WITH THE COMPANY

The Board of Directors of the Company and JMC Projects (India) Limited (JMC) in their respective meetings held on 19 February, 2022 approved the scheme of amalgamation

which inter-alia provides for the merger of JMC with the Company (Scheme). The Scheme is subject to receipt of necessary approvals from the Honâble National Company Law Tribunal, stock exchanges, the Securities and Exchange Board of India, shareholders, creditors and such other authorities, as may be required. This merger brings together two leading organisations with unique sets of capabilities and complementary businesses in the current attractive EPC markets. The merger will accelerate growth and enhance value creation for all stakeholders. Pursuant to the Scheme, JMCâs shareholders (other than the Company itself) will be allotted one share of the Company against every four shares held by them in JMC. The merger of the Company and JMC is a significant milestone, as both the entities come together to drive the next phase of growth and value creation. The combined businesses present a significant opportunity to increase scale and relevance both in India and international EPC market.

awards & recognition

Your Company has been honoured with various Awards, accolades and recognitions during the year under review, some of which are elaborated hereunder:

Your Companyâs manufacturing facility at Raipur has received Gold Award for manufacturing excellence at imeXi - 2021 by Kaizen Hansei in appreciation of its efforts towards building a sustainable improvement based culture of operational excellence.

Your Companyâs Raipur Plant Team was conferred with Meritorious Award in the category "involving people through Quality concepts to make India Global Leader" by Quality Circle Forum of India (QCFI) at National Convention on Quality Concepts, 2021.

â¢ Your Companyâs Raipur plant won Gold Category Award in Kaizen competition theme "Cycle Time Reduction Through Low Cost Automation" at event organised by Convention Quality Circle Forum of india Bhilai Chapter (CCQC - 2021) by Virtual Platform.

About 18 Supervisors of your Company got felicitated in Construction industry Development Council (CiDC) -Vishwakarma Award, 2022.

Your Companyâs Raipur manufacturing plant has won Best Hazardous management Company award by CII - SR (Confederation of Indian industry). Further, similar award was conferred for domestic Transmission Line Project - 400 kV Quad Line from YTPS to Kalaburgi SS. This award has been conferred for maintaining and attaining high standard of Hazardous Waste Management in the plant. KPTL has been included in the list of organisations which have been sustaining high level of standard for the compliance of Hazardous Waste Management system.

â¢ Your Companyâs Gandhinagar manufacturing plant was declared Platinum Winner at 5^th Cii National competition on Lean (Category - Deployment of Lean in Operations / Plant).

Your Companyâs Gandhinagar plant won ''Silver Certificate of Meritâ at Indian Manufacturing Excellence Award-2021. The assessment was conducted by Frost & Sullivan across all manufacturing & related functions.

Silver Trophy was conferred to the Companyâs Gandhinagar manufacturing plant at the NSC india Award, 2021 by the National Safety Council set up by the Ministry of Labour, Govt. of India.

Your Companyâs Padampur power plant received Appreciation Award from Boiler Department of Government of Rajasthan towards safe practices under medium scale industry in Mar-22. It also received Gaurav samman from Government of Rajasthan towards excellent service during COVID - 19.

Your Company received appreciation letter from one of its Client for remarkable performance in execution of NEGG Project Part - A of Guwahati - Numaligarh Pipeline Project as the pipeline traverses through difficult terrains and execution entails work amidst adverse climate conditions. KPTL achieved a remarkable milestone of about 174 welding joints (2168 mtr.) in a day which was appreciated by Client as extraordinary performance amongst all contractors.

â¢ The British Safety Council appreciated the Companyâs Morogoro-Makutupora 220 kV Project at Tanzania for best safety practices at British Safety Council award.

The Royal Society for the Prevention of Accidents at RoSPA -UK Health & Safety Awards 2021 granted

a) Silver Award to the Companyâs 500 kV Transmission line work at Tajikistan Project;

b) Silver Award to the Companyâs 225 kV D/C Sikasso-Bougouni-Sanankoroba-Kodialani-Dialakorobougou Transmission Line work at Mali Project;

c) Silver Award to the Companyâs 220 kV Sub-station works at Burundi Project and

d) Bronze Award to the Companyâs 220 kV Transmission Line works at Tanzania Project.

â¢ Your Company was conferred with the Special Appreciation Award for "Achievement in Electrification in Railways" at 3^rd Rail Analysis Innovation & Excellence Summit, 2022.

â¢ The project management consultant of our client in one of the Railway Project issued appreciation letter for implementing best SOPs for all the site activities and for adhering to Zero Rework Policy, by which KPTLâs execution Team have saved time of rework.

â¢ Various Clients of your Company recognised its ESG practices and provided below certificates of appreciation.

- GAIL (India) Limited granted Certificate of Appreciation to your Company for observing excellence in safety standard practices during construction and laying of 226.6 km * 24" Steel Gas Pipeline Mumbai - Nagpur Pipeline Project.

- Engineers india Limited appreciated on achieving 2 Million safe man hours without any Loss Time Accident between May, 2018 to July 2021 during the execution of Kochi - Salem LPG Pipeline Project.

- Bharat Gas Resources appreciated on achieving 1 Million safe man hours between January, 2021 to February, 2022 during pipeline laying and Associated works in Ahmednagar and Aurangabad district of Maharashtra State.

- Mecon Limited working as consultant on GAIL Project appreciated on achieving 3.5 Million safe man hours without any LTI between April, 2018 to March, 2022 during the execution of Bokaro -Angul - JHBDPL Pipeline Project.

- Tractebel Engineering issued certificate of appreciation for maintaining High Standard of Environmental & Social Compliances at 220 kV

GEITA-NYAKANZAI Transmission Line Project at Tanzania.

- Ministry of Environment and Sustainable development, Senegal, as well as CIMA International recognised KPTLâs efforts in the monitoring, control and supervision of construction work in St. Louis and Tobene transmission line and substation works and maintaining and following the high standard of Environmental & Social Compliances.

- the passage Home of saint augustin for the Children in the street situation appreciated KpTL for its social intervention during execution of Burundi Project by carrying out various community development initiatives.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year 2021-22 and the date of Directorsâ Report.

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended 31 March, 2022 @ '' 6.50 (325%) per equity share of '' 2 each in line with Dividend Distribution Policy of the Company.

TRANSFER TO RESERVES

Your Company has transferred following amounts to various reserves during the financial year ended 31 March, 2022:

Amount transferred to	Amount in '' Crores
General Reserve	10

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

A statement containing the salient features of financial statements of the subsidiary, associates and joint venture companies in terms of provisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The brief details of the activities carried out by key / new

subsidiaries of your Company is provided below.

â¢ JMC projects (India) Limited ("JMC projects" or "JMC")

JMC Projects (India) Limited ("JMC Projects" or "JMC") is a leading construction company in India, with over INR 5,350 Crores revenue, having presence in South Asia, East Asia, East Africa and West Africa. It is certified under Quality Management System (QMS) confirming to ISO 9001:2015, Environmental Management System (EMS) conforming to ISO 14001:2015 and Occupational Health & Safety Management system (OHSMS) conforming to ISO 45001:2018 at all offices and projects.

The Companyâs presence spans across residential complexes and townships, hospitals, hotels, commercial complexes, institutions, factories and buildings, water supply and irrigation projects, roads and highways, airports, flyovers and elevated corridors, metro rail and other urban infrastructure projects, industrial units and power plants. JMCâs integrated capabilities span the spectrum of ''EPCâ solutions with Safety, Quality and On-time delivery as the 3 pillars.

Over three decades of a strong, customer-focused approach and a sharp focus on world-class quality have enabled JMC to maintain a leadership position in its major lines of business. Characterised by professionalism, high standards of corporate governance and sustainability, JMC continues to evolve, seeking better ways of engineering to meet emerging challenges leveraging the power of People- Processes-Technology (PPT).

For the 2021-22, JMC has received new contracts of more than '' 10,000 Crore including projects in Maldives, Ethiopia and Ghana. As of 31 March, 2022, the aggregate value of orders on hand of JMC stands at approx. '' 17,100 Crore. Your Companyâs shareholding in JMC stands at 67.75% during the year under review.

â¢ Shree Shubham Logistics Limited (âSSLL"):

ssLL provides agri-storage infrastructure along with a wide range of value-added services like preservation, maintenance & security (PMS), testing & certification, collateral management & pest control activities. It manages and operates warehouses (Owned, Hired, Third Parties and Public Private Partnership (PPP) model) across 7 Indian states including Rajasthan, Gujarat, Madhya Pradesh, Maharashtra, Haryana,Uttar Pradesh & Karnataka. During the year under review, SSLL has been appointed as Service Provider by:

a) Madhya Pradesh State Warehousing and Logistics Corporation (MPWLC) for Preservation, Maintenance and Security (PMS) of food grain stocks in 34 CAPS (Cover and Plinth) locations in 9 different districts of Hosangabad (Narmda Puram) and Sagar region in the state of Madhya Pradesh.

b) Haryana State Co-operative & Marketing Federation Limited (HAFED) for Preservation, Maintenance and Security (PMS) of food grain stocks in 9 locations (Cover and Plinth) in 5 districts in the state of Haryana.

c) Haryana State Warehousing Corporation (HSWC) for Preservation, Maintenance and Security (PMS) of food grain stocks in 2 Clusters at 11 locations in the state of Haryana.

In aggregate, SSLL is managing more than 450 warehouses with a cumulative storage capacity exceeding 13 Million SFT. SSLL is a wholly owned subsidiary of the your Company.

Linjemontage I Grastorp AB (âLMG"):

LMG, a Swedish EPC company headquartered in Grastorp, Sweden along with its two wholly owned subsidiaries, were acquired (85% equity stake) by the Companyâs wholly owned subsidiary in Sweden namely Kalpataru Power Transmission Sweden AB in April 2019. During the year under review, LMG along with its two subsidiaries has bagged Orders of approx. '' 985 Crores and has an Order Book of approx. '' 1293 Crores as on 31 March, 2022. This year the performance of the Company has been exceptional in terms of overall growth and profitability of the Company. Whilst on one side it has further strengthened its position in the Swedish market and achieved a significant growth in revenue, it has continued to observe an exceptional growth in profit. This is result of continued operational efficiency, better procurement and ability to deliver projects better than planned. LMG continues to add more capabilities like entry into 400 kV transmission lines business, underground cabling, expanding its presence to many

regions in sweden including North of sweden and adding new services. The team size at LMG has also been scaled up and it has emerged as one of the top suppliers in terms of quality of service and safety.

â¢ Fasttel Engenharia S.A. (âFasttel"):

Fasttel Engenharia S.A. is an established EPC player with more than 35 years of presence bringing energy and development to the extremes of Brazil, having footprints in more than 20 Brazilian states. It has delivered more than 2,000 kilometers of transmission lines, upto 750kV and more than 50 substations up to 500 kV Voltage level. Fasttel is a team of more than 2,000 professionals spread across Brazil. The organisation combines a proven record of accomplishment and professional skills, woven together with a culture of trust & caring. Fasttel is working with various reputed customer/ developers across the Brazil like ABB, WEG, GE, SIEMENS, Alupar, CEEE, COPEL, ISA CTEEP CEMIG, CPFL, Eletrobras, FURNAS, TAESA, etc. Your Company holds 51% equity shares in Fasttel Engenharia S.A., through its wholly owned subsidiary namely Kalpataru Power DO Brasil Participacoes Ltda.

â¢ Kalpataru IBN Omairah Contracting Company Limited ("KIOCL")

KioCL is a joint venture of the Company with iBn omairah Contracting Company limited in the Kingdom of saudi Arabia wherein the Company is holding 65% equity shares of KIOCL. During the year under review, KIOCL has been awarded Project for construction of one 380 kV Double Circuit overhead transmission line, vertical configuration, latticed steel towers from existing Yanbu City (YCNT) 380/110Kv Substation to the existing Umlujj North (UMN) 380/132Kv BSP Substation. The Project is progressing well and is expected to be commissioned within contractual timeline.

â¢ Kalpataru Power Transmission Chile SpA (âKPCSA"):

During the year under review, KPCSA, was incorporated in the Republic of Chile as a wholly owned subsidiary of the Company to foray into similar business as that of the Company in the LATAM market.

During the year under review, one new Company namely

KPCSA was incorporated as Wholly Owned Subsidiary of your

Company. Further, Fasttel became 51% step-down subsidiary of the Company w.e.f. 07 April, 2021.

Accordingly, as on the date of this Report your Company has 27 direct and indirect subsidiaries and 1 joint venture Company.

Pursuant to provisions of Section 129 of the Companies Act, 2013, your Company shall place Consolidated Financial statements before the members for its approval. Further, pursuant to provisions of Section 136 of the Companies Act, 2013, your Company will make available the Annual Accounts of the Subsidiary Companies and the related information to any Members of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies are also uploaded on the website of the Company i.e. www.kalpatarupower.com and will also be kept open for inspection at the Registered Office of your Company and that of the respective Subsidiary Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements for the year under review pursuant to Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statements presented by your Company have been prepared as per Ind AS and include the financial results of its Subsidiary Companies, Associates and Joint Venture Companies.

divestment / monetisation of transmission line

SpV''s

During the year under review, your Company and Techno Electric and Engineering Company Limited (Techno) completed the sale and transfer of ~49% of the total equity shares of Kohima-Mariani Transmission Limited (23% by the Company and 26% by the Techno) with an agreement to sell the balance 51% after obtaining requisite regulatory and other approvals and in a manner consistent with transmission service agreement to apraava energy private limited (formerly known as CLP India Private Limited).

non-convertible debentures

During the year under review, your Company raised '' 200 Crores by way of issuance of Non-Convertible Debentures.

directors

at the 40^th Annual General Meeting held on 15 July, 2021, the shareholders approved the re-appointment of and remuneration payable to, Mr. Sanjay Dalmia (DIN: 01229696) as an Executive Director of the Company.

During the year under review, Mr. Imtiaz Kanga (DIN: 00136272), Non-Executive Non-Independent Director of the Company resigned from the Board w.e.f. 19 April, 2021 due to personal reasons driven by some family commitments.

Further, during the year under review, the Company appointed Dr. Shailendra Raj Mehta (DIN: 02132246) as an Additional Independent Director of the Company for a period of 5 years commencing from 03 August, 2021 subject to approval of the shareholders. In this regards, the shareholders pursuant to the postal ballot notice dated 11 February, 2022, approved the appointment of Dr. Shailendra Raj Mehta.

The Company issued postal ballot notice dated 11 February, 2022 for appointment of Mr. Mofatraj P Munot as a NonExecutive Director, not liable to retire by rotation. Subsequently, Mr. Mofatraj P. Munot vide letter dated 22 March, 2022 informed the Company that he was not inclined to be appointed as a Non-Executive Director of the Company for an indefinite period and consequently, he withdrew his consent to be appointed on such terms. Accordingly, the resolution proposed at item no. 2 of the above stated postal ballot notice became infructuous. Therefore, the tenure of Mr. Mofatraj P Munot as an Executive Chairman of the Company expired on 31 March, 2022 and he ceased to be Director of the Company from the closing hours of 31 March, 2022.

Mr. Mofatraj P Munot vide the said letter also expressed his willingness to be appointed as Non-Executive Chairman of the Company for a period not exceeding five years, as may be recommended by the Nomination and remuneration Committee and the Board of Directors of the Company. at the recommendation of Nomination and remuneration Committee, the Board of Directors at its meeting held on 22 March, 2022 approved his appointment as Non-Executive Chairman of the Company for a period of 5 years subject to approval of shareholders to be obtained by means of special resolution passed through postal ballot. The shareholders of the Company, pursuant to the postal ballot notice dated 22 March, 2022 approved his appointment as Non-Executive Chairman for a period of 5 years w.e.f 2 May, 2022.

Your Board is of the opinion that the independent Director appointed during the year possess integrity, requisite expertise, experience and proficiency and the same is given in the Corporate Governance Report.

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have registered their names in the Independent Director''s Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

In terms of Section 152 of the Companies Act, 2013, Mr. Manish Mohnot (DIN: 01229696), being the longest in the office, shall retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors of the Company at the recommendation of Nomination and Remuneration Committee has recommended for his reappointment.

A brief resume of Mr. Manish Mohnot, being re-appointed as a Director liable to retire by rotation along with the nature of his expertise, his shareholding in your Company and other details as stipulated under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an annexure to the Notice of the ensuing Annual General Meeting.

BOARD MEETINGS

During the year under review, the Board met 8 times on 11 May, 2021,15 July, 2021,03 August , 2021,30 October, 2021, 11 February, 2022, 19 February, 2022, 02 March, 2022 and 22 March , 2022.

The number of Meetings of the Board that each Director attended is provided in the Report on Corporate Governance, appended to, and forming part of, this Report.

COMMITTEES

in order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees including the following:

â¢ Audit Committee

â¢ nomination and remuneration Committee

â¢ Stakeholder''s Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

â¢ share Transfer Committee

â¢ Executive Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant Committees are given in detail in the ''Report on Corporate Governance'' of your Company which forms part of this Report. The dates on which Meeting of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each director attended is provided in the ''Report on Corporate Governance''. The minutes of the meetings of all Committees are circulated to the Board for discussion and noting.

During the year, all recommendation of the committees were approved by the Board.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Manish Mohnot, Managing Director & CEO, Mr. Ram Patodia, Chief Financial Officer and Mr. Rajeev Kumar, Company secretary are the Key managerial personnel (KMps) as per provisions of Companies Act, 2013. There has been no change in KMP during the year under review.

Mr. Rajeev Kumar tendered his resignation as Company Secretary and Compliance Officer w.e.f close of working hours of 31 May, 2022. The Board appointed Mr. Krunal Shah, Sr. Manager (F&A) and a member of the Institute of Company Secretaries of India as an Interim Compliance Officer w.e.f 1 June, 2022

CORPORATE GOVERNANCE

Your Company believes that robust Corporate Governance practices are critical for enhancing and retaining stakeholder''s trust and confidence. Your Company always ensures that its performance goals and targets are achieved in compliance with its sound corporate governance practices. The efforts of your Company are always focused on long-term value creation. Inherent to such an objective is to continuously engage and deliver value to all its stakeholders including members, customers, partners, employees, lenders and the society at large.

The Report on Corporate Governance, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013 for the year under review.

A certificate from M/s. B S R & Co. LLR Statutory Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always been at the forefront of philanthropic activities way before the provisions of Companies Act, 2013 made it a compulsory requirement. The Company carried out CsR activities either directly or through the Kalpataru Foundation & Kalpataru Welfare Trust. Our CSR vision is to enhance the quality of life of people from marginalised and vulnerable sections of society in the communities we operate in. Through innovative, need-based and sustainable projects, we strive towards empowering the communities. Since our Site locations are in remote locations, we give special focus while selecting projects that will have long term impact in that area. We ensure that we leave social footprints in whichever location we work in. The Company cherishes the Kalpataru Spirit of maximising societal value for needy and this is evident with our impactful projects being run near our office and Plant locations in Mumbai, Raipur & Gandhinagar.

Your Company has formed the CsR Committee as per the requirement of the Companies Act, 2013. On recommendation of CSR Committee, the Board of Directorsâ of your Company has approved the CSR Policy which is available on the website of your Company at www.kalpatarupower.com. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the initiatives undertaken by your Company on CsR activities during the year are set out in Annexure A of this report in the format prescribed in the

Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time).

business responsibility report

As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report (BRR) describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

VIGIL MECHANISM

The details of Vigil mechanism ("Whistle Blower Policy") of the Company are given in the ''Report on Corporate Governanceâ, appended to, and forming part of, this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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 disclosures.

STATUTORY Auditors And Auditors'' REpORT

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, have been appointed as Statutory Auditorâs of the Company at the 37^th annual General Meeting held on August 7, 2018 to hold office from the conclusion of 37^th annual General meeting (AGM) till the conclusion of the 42^nd annual General meeting of the Company, subject to compliance of the various provisions of Companies Act, 2013.

The Statutory Auditors of the Company has issued Audit Reports on the Standalone and Consolidated Annual Financial Statement of the Company with unmodified opinion. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in their reports on the Standalone Annual Financial Statement.

The explanations of your Board of Directors in relation to remarks appearing in para (xxi) of Annexure A to Independent

Auditorâs Report under Companies (Auditorâs Report) Order, 2020 (CARO) issued by Statutory Auditors of the Company on consolidated financial statements as a result of remarks by respective statutory auditors of Kurukshetra Expressway Private Limited ("KEPL" or "Concessionaire"), a joint venture of JMC Projects (India) Ltd. ("JMC", a subsidiary of the Company) and Wainganga Expressway Private Limited ("WEPL"), a wholly owned subsidiary of JMC, are as under:

Name of the Company	Clause no. of caro	Remarks appearing in the consolidated CARo	Explanation
kepl	Clause (ix)(a)	According to the information and explanations given to us and as per the books of accounts and records examined by us, read with the fact that the project has been terminated and there are no operations, in our opinion, the company has defaulted in the repayment of loans and payment of interest thereon to its lenders as and when the same were due and hence the facilities granted by the banks / NBFC have been classified as Non-Performing Assets (NPA). The details w.r.t. the amount of borrowing and interest overdue may be referred to at Note No. 11 of the accompanying financial statements.	KEPL, a joint venture (49.57%) of JMC Projects (India) Ltd ("JMC"), served a notice of termination of Concession Agreement ("CA") vide letter dated 7 October, 2021 to the National Highways Authority of India ("NHAI") on account of continuous disruption and blockade of traffic at National Highway-71 due to farmer agitation with stoppage of toll collection that resulted into cash losses. The provisions of Concession Agreement provide for termination where events which are not in control of KEPL, and obliges NHAI paying KEPL for repayment of Debt Due along with Adjusted Equity after necessary adjustments. Pending receipt of final termination payment from NHAI, KEPL could not pay the loan and interest to its lenders in october 2021 and consequently the outstanding amount of loan and interest was classified as NPA (Non-performing asset) by the lenders. Upon receipt of termination payment and other claims filed against NHAI, KEPL believes that it will be able to meet its liabilities. KEPL has received a copy of the letter dated 3 February, 2022 from an Independent Engineer ("IE") appointed by NHAI in which the IE has sought to limit the amount payable (net of other deductions) as "Termination Payment". KEPL do not agree to it. Although, JMC and other promoter of KEPL have, jointly and severally given ''shortfall undertakingsâ to the Senior Lenders in case there is any shortfall between amounts received from NHAI and that payable by KEPL to its lenders, however, upon receipt of termination payment and other claims filed against NHAI and based on managementâs assessment and legal advise, KEPL believes that it will be able to meet its liabilities. JMC has made provision for impairment of its entire Equity investment in KEPL, expected credit loss against the entire amount of loan given (including amount paid on behalf of other promoter) to KEPL and potential shortfall, if any. JMC has made above impairment / provisions without prejudice to its and KEPL legal rights and claims against NHAI and will continue to pursue these amounts against KEPL. Further, it will seek KEPL to pursue their claims and termination payment against NHAI notwithstanding the above recognition.
	Clause (xvii)	The company has incurred cash losses of '' 3,857.11 Lacs & '' 5,652.68 Lacs respectively in the current as well as the immediately preceding previous year.
	Clause (xix)	On the basis of the financial ratios, ageing and expected dates of realisation of assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions indicate that a material uncertainty exists as on the date of the audit report indicating that the company may not be able to meet 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. However, as represented to us, the company is reasonably sure of receiving the amount of claims and shall be able to meet the liabilities, though with some delay.

WEPL	Clause	According to the information and	WEPL, a wholly owned subsidiary of JMC has been incurring
	(ix)(a)	explanations given to us and as per the	losses due to development of alternate routes, changes in
		books of accounts and records examined	rules /regulations/ policies by the Government and NHAI.
		by us, in our opinion, the company has	WEPL has initiated arbitration proceedings against NHAI as
		defaulted in the repayment of loans and	per the provisions of the Concession Agreement (executed
		payment of interest thereon to its lenders	with NHAI) for losses suffered by it on account of aforesaid
		as and when the same were due, there were	reasons (including breach of contractual obligations) and
		delay of 90 days during the year As at the	sought reliefs in relation to waiver of premium payment,
		reporting date the aggregate amount of	compensation for future shortfall etc. As the matter is
		default pertaining to interest and principal	currently sub-judice and losses suffered due to aforesaid
		aggregated to '' 772.80 Lacs and '' 1222.60	reasons, there have been delay in payments to lenders. Having
		Lacs respectively for which the details	said that, while there have been substantial reduction in toll
		may be referred to at Note No. 9(a) of the	revenue due to traffic diversion to alternate routes, economic
		accompanying financial statements.	slowdown etc., WEPL has been paying its debt obligations through its accruals which is further supplemented by infusion of funds from internal accruals by JMC to maintain the loan account of the lenders as Standard, as per the RBI Guidelines.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Urmil Ved, Practicing Company Secretary, Gandhinagar, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2021-22. The Report of the Secretarial Auditor for the FY 2021-22 is annexed to this report as Annexure B.

There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.

COST AUDITOR

The Company has maintained cost records as specified by Central Government under section 148(1) of Companies Act, 2013 and such records have been audited by the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records in respect of Electricity and Steel products of the Company need to be audited. In compliance to the above, the Board of Directors upon the recommendation of the Audit Committee, appointed M/s. K. G. Goyal & Associates, Cost Accountants, as the Cost Auditor of your Company for the 2021-22.

RISK MANAGEMENT FRAMEWORK

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company

monitors, manages and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Companyâs SOPs, Organisational structure, management systems, code of conduct, policies and Values together govern how your Company conducts its business and manage associated risks. Your Company also has a separate Bribery Risk assessment framework which also defines the key mitigation actions.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to the Company, determine how to deal with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the management chain upto the Risk Management Committee on a periodic basis about how risks are being monitored, managed, assured and improvements are made.

PARTICULARS OF REMUNERATION

A. The ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms of Section 197(12), of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are forming part of this report as Annexure Cl.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said Annexure is open for inspection at the Registered office of your Company. Any member interested in obtaining copy of the same may write to Company Secretary/Compliance Officer.

PERFORMANCE EVALUATION

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation of the Board, its Committee and of individual Directors has been made are given in the "Report on Corporate Governance",

which forms part of this Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Your Company''s policy on remuneration for the Directorsâ, Key managerial personnel and other employees is placed on website of the Company at https://kalpatarupower.com/ corporate-governance/. this policy is directed towards establishing reasonable and sufficient level of remuneration to attract, retain and motivate Directors & employees of the quality required to run the Company successfully. This Policy is in consonance with existing industry practice. There has been no change in the said Policy during the year under review. The sitting fees for the meetings of the Board and its various Committees thereof has been amended by the Board at its meeting held on 14 May, 2022.

Your Companyâs policy on Directorsâ appointment including criteria for determining qualifications, positive attributes, independence of a director is placed on website of the Company at https://kalpatarupower.com/corporate governance/. this

policy sets out the guiding principles for the Nomination and Remuneration Committee to identify persons who are eligible to be appointed as Directors and to determine the independence of a candidate at the time of considering his/her appointment as an Independent Director of the Company. The Policy also provides for the criteria and qualification in evaluating the suitability for appointment as Director & in Senior Management that are relevant for the Companyâs operations. There has been no change in the said Policy during the year under review.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

DIVIDEND DISTRIBUTION POLICY

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, your Company has formulated Dividend Distribution Policy and the same is also available on the website of the Company i.e.https://kalpatarupower.com/corporate-governance/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note No. 37 to the Standalone Financial Statements).

ANNUAL RETURN

the annual return of the Company as on 31 March, 2022 is available on the website of Company i.e. www.kalpatarupower.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in

its ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the âReport on Corporate Governance''.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Attention of Members is drawn to the disclosure of transactions with related parties set out in Note No. 41 of Standalone Financial Statements, forming part of the Annual Report.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION And REDRESSAL) ACT, 2013

Your Company has zero tolerance towards any action of any executive which may fall under the ambit of ''Sexual Harassmentâ at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Anti Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Your company has complied with provisions relating to the constitution of internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints pending as on the beginning of the financial year and no new complaints were received during the financial year under review.

ANTI-BRIBERY MANAGEMENT SYSTEM

As an organisation, your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of actions, participation in ethical business practices and being

responsive to the needs of our people and society. Towards this end, your Company has laid down a Kalpataru Code of Conduct ("KCoC") applicable to all the employees of your Company. The Code provides for the matters related to governance, compliance, ethics and other matters. Your Company has adopted strong anti-bribery anti-corruption policy and practices and has also been certified with ISO-37001 for establishing Anti Bribery Management System across the organisation.

STATEMENT OF DIRECTORS'' RESpONSIBILITY

Pursuant to requirement under Section 134(3)(c) of the Companies Act, 2013 (Act), your Directorsâ confirm that:

(a) i n the preparation of the annual accounts for the year ended on 31 March, 2022, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2022 and of the profit of the Company for the year ended on that date;

(d) they had prepared the annual accounts on a going concern basis;

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

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

by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2021-22.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of Board of Directorsâ and ''General Meetingsâ respectively.

GENERAL

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

â¢ Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

Issue of shares (including sweat equity shares) to employees of the Company under any scheme or any stock options scheme.

Neither the Managing director nor the whole-time directors of the Company receive any remuneration or commission from any of its subsidiaries.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

â¢ No fraud has been reported by the Auditors to the Audit Committee or the Board.

â¢ There has been no change in the nature of business of the Company.

â¢ there is no proceeding pending under the insolvency and Bankruptcy Code, 2016.

â¢ there was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors regret the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked his/her life and safety to fight this pandemic.

Your Directors also take this opportunity to thank all the Government and Regulatory Authorities, Financial Institutions, Banks, Debenture holders and Debenture Trustee, JV Partners, Consortium Partnersâ, Customers, Vendors, Suppliers, SubContractors and Members and all other stakeholders for their valuable continuous support.

the Board of directors wish to place on record their sincere appreciation for the committed services by the Companyâs executives, staff and workers. Your Directors also appreciate and acknowledge the confidence reposed in them by members of the Company.

On behalf of the Board of Directors

Place: Mumbai Mofatraj P Munot

Date: 14 May, 2022 Chairman

DIN: 00046905

Mar 31, 2019

Directorsâ Report

TO, THE MEMBERS,

The Directors are pleased to present the 38^th ANNUAL REPORT of your Company together with the Audited Financial Statements (standalone and consolidated) for the financial year ended March,31, 2019.

FINANCIAL HIGHLIGHTS

(Rs, in Crores)

Revenue from Operations	Consolidated		Standalone
	2018-19	2017-18	2018-19	2017-18
	10,840.48 8,741.72		7,115.12 5,778.50
Profit before Depreciation, Tax and amortization expense	990.29 669.27		710.37 575.94
Less: Depreciation and amortization expenses	210.94 191.51		85.99 76.60
Profit before Tax	779.35	477.76	624.38	499.34
Share of Profit / (Loss) from Joint Venture	(18.10)	(16.84)	-	-
Tax Expense	274.16	182.66	223.09	177.34
Profit for the period	487.09	278.26	401.29	322.00
Other Comprehensive Income(net of tax)
Items that will be reclassified subsequently to Profit or Loss	24.51	8.34	18.00	4.66
Items that will not be reclassified subsequently to Profit or Loss	1.34	(0.23)	1.54	0.92
Total Comprehensive Income for the period Retained Earnings - Opening balance	512.94 1,378.86	286.37 1,200.04	420.83 1,540.72	327.58 1,314.97
Add: Impact of Ind AS 115 (net of taxes)	5.24	-	6.14	-
Add: Profit for the year	466.75¹	280.68*	401.29	322.00
Less: Acquisition of non-controlling interest	1.64	-	-	-
Less: Dividends including Dividend Tax	46.93	37.28	44.86	36.25
Less: Transfer to Debenture Redemption Reserve	36.86	52.18	25.00	50.00
Less: Transfer to General Reserve	12.25	12.25	10.00	10.00
Less: Transfer to other reserves	0.20	0.16	-	-
Retained Earnings - Closing balance	1,752.97	1,378.85	1,868.29	1,540.72

* Profit for the year attributable to Owners of the Company

OPERATIONAL HIGHLIGHTS

The Standalone revenue of your Company increased by 23.13% to RS,7,115.12 Crores as against RS,5,778.50 Crores in the previous financial year due to strong focus on project delivery and robust execution across business verticals. Total Export revenue (including overseas projects) was RS,2,730.70 Crores or approx. 38.38% of revenues in financial year 2018-19.

The Standalone net profit for the year increased by 24.63% to RS,401.29 Crores as against RS,322.00 Crores in the previous financial year. The Company successfully delivered on the Profitability front with Core EBIDTA increasing by 23.29% to RS,778.19 Crores with margins on standalone level at 10.94% primarily driven by operational excellence while the initiatives for cost rationalizations and productivity enhancement continue to gain momentum.

Your Company has supplied 1,70,696 MTs of Transmission Line Towers during the year under review. The Company has also initiated manufacturing of Railway structures at existing manufacturing plant of the Company and the same has been approved by Central Organization for Railway Electrification ("COREâ).

Your Company has a standalone order book in excess of RS,14,000 Crores excluding fairly placed bids. Your Company has received Orders in excess of RS,8,300 Crores in the current financial year 2018-19. The current year Order inflow in Railways Business highlights your Company''s commitment to establish itself as a leading Railway EPC player. It reaffirms that Railways will continue to be a key growth driver going forward. On the back of solid order book, your Company is confident of delivering its guidance for coming years on both revenue and profitability front.

Financial year 2018-19 was remarkable year for your Company. At Consolidated level, your Company crossed RS,10,000 Crores in Revenue with order book nearing to RS,24,000 crores, spread across various businesses and geographies.

The consolidated revenue of your Company increased by 24.01% to RS,10,840.48 Crores as against RS,8,741.72 Crores in the previous financial year.

On the back of such strong performance across the businesses, the consolidated net profit for the year increased by 75.05% to RS,487.09 Crores as against RS,278.26 Crores in the previous financial year with Core EBIDTA increasing by 31.86% to RS,1,347.21 Crores with margins on Consolidated level at 12.43%, an improvement of -70 basis points over the previous year.

The long term focus on cost management and return ratios continues to strengthen your Company''s balance sheet, with optimal debt levels.

During the year under review, your Company through its wholly owned subsidiary in Sweden forayed a strategic investment to enhance KPTL''s position in the global T&D EPC business and acquired on 29^th April, 2019 85% equity stake in Linjemontage i Grastorp AB ("LMGâ). This acquisition has been carried out on grounds of strategic fit both to capture local market opportunity and to help your Company in expanding presence in Nordic countries where it does not have any former presence.

There has been no change in the nature of business of your Company during the year under review.

During the year under review, your Company has issued and allotted 1,000 Zero Coupon unsecured, rated, listed, non-convertible, redeemable, taxable Debentures of the face value of RS,10 Lakhs each aggregating to RS,100 Crores on a private placement basis.

AWARDS & RECOGNITION:

The Company has received various Awards and recognitions during the year under review, some of which are elaborated hereunder:

A) Gandhinagar manufacturing plant of your Company received Silver Certificate of Merit at

India Manufacturing Excellence Awards 2018 conceptualized by Frost & Sullivan for appreciating efforts taken by the Plant and its personnel in enhancing manufacturing and Supply chain excellence

B) Your Company''s Padampur Power Plant received "Apex India Occupational Health & Safety Excellence Award 2017" under Gold category. It also received State Level "Factory & Safety Award" from Department of Factory & Boiler, Government of Rajasthan.

C) Gold Standard Organization hosted a competition, where an independent panel of judges evaluated the projects that not only help protect the climate but also enable local communities to develop sustainably based on their impact, innovation & visualization. Your Company''s Biomass power plants were rated as one of the best 3 CDM Projects globally. The link of Gold Standard is https://www.goldstandard.org/our-story/ innovation-and-impact

D) Your Company received Bronze Trophy at "RoSPA Safety Awards, 2018â from The Royal Society for the Prevention of Accidents - UK for 400 KV OHL

Baarakaha Bab Grid Station, Abu Dhabi.

E) Your Company received Award for Export Excellence from EEPC India, Western Region for "Special Trophy for Engineering Process Outsourcing services 201617 - Large Enterprise Categoryâ

F) Your Company was honoured with "BEST EXPORTER OF THE YEAR 2017-2018" award at Exim Club Awards, 2018 organized by Exim Club, Association of Exporters and Importers

G) Your Company received Letter from Power Grid Corporation of India Limited ("PGCILâ) appreciating your Company''s approach for Environment, Health & Safety while executing Drass - Kargil Transmission Line

H) PGCIL also conferred a Certificate of Appreciation

to your Company in recognition to its significant achievement of "One Million Safe Man hoursâ during the period from August, 2016 to January, 2019 without any lost time accident and maintaining improved EHS standards at "765 kV D/C Ajmer - Bikaner Transmission Lineâ project associated with Green Energy Corridors

I) Your Company received Special Appreciation from PGCIL for "Excellence in new work - Railway Electrificationâ for Mansi- Madhepura Railway Project

J) ONGC also conferred to KPTL Certificate of Appreciation on achieving Four million safe man hours without any lost time incident during execution of a Pipeline Project. It also conferred to KPTL Certificate of Appreciation on achieving one million safe man hours at Navagam Koyali Pipeline Project.

K) Your Company''s efforts towards Environment, Health & Safety has been acknowledged by State Government of Gujarat and its Manufacturing Plant at Gandhinagar was chosen and honoured during Shram Parotoshik Award for the period 2016-17

L) Your Company received award at "11^th CIDC Vishwakarma Awards - 2019â in the category of "Achievement Award for Best Artisans and Supervisors - 12 Supervisorsâ

M) World HRD Congress 2019, recognized your Company''s Training Initiatives by conferring Excellence in Training & Development Award - An Overall Award for Best Result Based Training''.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR Company

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year of the Company i.e. March,31, 2019 and the date of Directors'' Report i.e. 9^th May, 2019.

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March,31, 2019 @ RS,3 (150%) per equity share of RS,2 each in line with Dividend Distribution Policy of the Company.

TRANSFER TO RESERVES

Your Company has transferred following amounts to various reserves during the financial year ended March,31, 2019:

Amount transferred to	Amount
	in *Rs,* Crores
General Reserve	10.00
Debenture Redemption Reserve	25.00

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

A statement containing the salient features of financial statements of each of the subsidiaries, associates and joint venture companies in terms of provisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC- 1 is annexed to Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The brief details of the activities carried out by key subsidiaries / new subsidiaries of your Company are provided below.

- JMC Projects (India) Ltd.

JMC Projects (India) Limited (âJMC Projectsâ or âJMCâ) is a leading construction Company in India, with revenue over USD 400 million, having presence in South Asia and Africa. It is certified under ISO 9001:2015 (Quality Management), ISO 14001:2015 (Environment Management) and BS OHSAS 18001:2007 (Occupational Health & Safety).

It addresses critical needs in key sectors -Infrastructure (Highways, Flyovers, Elevated corridors, Metros, Railways, Bridges, Water Supply & Irrigation projects), Construction of Buildings (High-rise, Integrated Township, Residential, Commercial, IT Parks, Institutional, Hospital, Sports Complex, Tourism projects), Factories, Industrial Plants & Power projects among others. JMC''s integrated capabilities span the spectrum of ''EPC'' solutions with Safety, Quality and On-time delivery as the 3 pillars.

Over three decades of a strong, customer-centric approach and a sharp focus on world-class quality have enabled JMC to maintain a leadership position in its major lines of business. Characterized by professionalism, high standards of corporate governance and sustainability, JMC continues to evolve, seeking better ways of engineering to meet emerging challenges leveraging the power of People-Processes-Technology (PPT).

The order booked by JMC during FY2018-19 was more than RS,5,600 Crores and value of the order on hand as on March,31, 2019, stood at around RS,9,962 Crores. Your Company holds 67.19% equity shares of JMC.

- Shree Shubham Logistics Ltd (âSSLLâ)

SSLL undertakes an array of activities in the postharvest value chain primarily for agri-commodities and currently present in 10 states and managing inventories above 1.4 million MT. The activities include warehousing, collateral management, funding facilitation, funding, testing & certification and pest management. The activities are aimed at a wide spectrum of market participants dealing in agri-commodities, including farmers, traders & aggregators, government agencies, banks and electronic commodities exchanges. Through the integrated business model, SSLL believes that they are able to create value in the post-harvest value chain. Your Company holds 80.06% equity shares of SSLL.

SSLL has been awarded with "IDC Insights Awards 2018â for excellence in operations by implementing Warehouse Management Software which has helped the organization in achieving efficiency, ease of doing business and Transparency. This prestigious Award is to acknowledge and applaud the transformative IT initiatives that organizations have undertaken towards accelerating success.

- Kalpataru Power Transmission Sweden AB (âKPTSâ)

During the year under review, your Company incorporated a wholly owned subsidiary in Sweden namely Kalpataru Power Transmission Sweden AB to explore business opportunities in Nordic Countries and Europe.

During the year under review, one new Company (i.e. KPTS) has become Subsidiary of your Company. No new Company has become Associate Company of your Company.

During the year under review, no Company have ceased to be Subsidiary Company, Associate Company or Joint Venture Company of your Company.

Accordingly, as on the date of this Report your Company have 21 direct and indirect subsidiaries and 2 joint venture Companies.

Pursuant to provisions of Section 129 of the Companies Act, 2013, your Company has placed Consolidated Financial statements before the members for its approval. Further, pursuant to provisions of Section 136 of the Companies Act, 2013, your Company will make available the Annual Accounts of the Subsidiary Companies and the related information to any Members of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies are also uploaded on the website of the Company i.e. www.kalpatarupower.com and will also be kept open for inspection at the Registered Office of your Company and that of the respective Subsidiary Company.

ACQUISITION OF LINJEMONTAGE I GRASTORP AB (âLMGâ)

The wholly owned subsidiary of your Company in Sweden namely Kalpataru Power Transmission Sweden AB has accquired on 29^th April, 2019, 85% equity stake in Linjemontage i Grastorp AB, a Swedish EPC Company headquartered in Grastrop, Sweden along with its two wholly owned subsidiaries. LMG founded in 1993, specializes in power supply solutions and services for electricity networks up to voltage range of 400 kv. LMG mainly operates into three main business areas, comprising of Substation, Transmission & Local Networks and Electricity Network Services with revenue of around SEK 700 Mn (around USD 75 Million) in 2018 and has a profitable track record. The Company has presence in Sweden & Norway with an order book of around SEK 710 Mn (around USD 77 Million).

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statements presented by your Company include the financial results of its Subsidiary Companies, Associate and Joint Venture Companies.

DIRECTORS

Mr. Subodh Kumar Jain (DIN: 07085318), Non-Executive Director of the Company tendered his resignation from the Board w.e.f. 25^th May, 2018.

The Board of Directors based on recommendation of Nomination and Remuneration Committee has appointed Mr. Sanjay Dalmia (DIN: 03469908) as an Additional Director in the category of Executive Director on rotational basis for a tenure of 3 years w.e.f. 8^th August, 2018 subject to approval of shareholders of the Company.

Further, the Board of Directors at the recommendation of Nomination and Remuneration Committee, re-appointed Mr. Sajjanraj Mehta (DIN: 00051497), Mr. Vimal Bhandari (DIN: 00001318), Mr. Narayan Seshadri (DIN: 00053563) and Mr. K. V. Mani (DIN: 00533148) as Independent Directors of the Company for a second term of 5 consecutive years w.e.f. 1^st April, 2019 subject to approval of shareholders of the Company.

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

In terms of Section 152 of the Companies Act, 2013, Mr. Manish Mohnot (DIN: 01229696) being the longest in the office shall retire at the ensuing AGM and being eligible for re-appointment, offers himself for reappointment.

A brief resume of directors being appointed / re-appointed along with the nature of their expertise, their shareholding in your Company and other details as stipulated under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an annexure to the Notice of the ensuing Annual General Meeting.

BOARD MEETINGS

The Board met Six (6) times during the financial year ended on March,31, 2019. The dates on which the Board Meetings were held are May 25, 2018, August 7, 2018, October 31, 2018, January 7, 2019, February 1, 2019 and March,22, 2019.

The number of Meetings of the Board that each Director attended is provided in the Report on Corporate Governance.

COMMITTEES

Your Company has several Committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder''s Relationship Committee

- Corporate Social Responsibility Committee

- Risk Management Committee

- Share Transfer Committee

- Executive Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant Committees are given in detail in the ''Report on Corporate Governance'' of your Company which forms part of this Annual Report. The dates on which Meeting of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each Director attended is provided in the ''Report on Corporate Governance''. The minutes of the Meetings of all Committees are circulated to the Board for discussion/ noting / ratification.

During the year, all recommendations of the Committees were approved by the Board.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Rahul Shah, Company Secretary of the Company resigned w.e.f. close of working hours of 15^th February, 2019. In the interim, the Company has designated Mr. Basant Kumar Parasramka, Dy. President (F&A) as an Interim Compliance Officer in terms of Regulation 6 of the SEBI (LODR) Regulations, 2015 effective from 16^th February, 2019 and as an Interim Company Secretary and Key Managerial Personnel effective from 9^th May, 2019.

Further, the Board of Directors at the recommendation of Nomination and Remuneration Committee and Audit Committee, appointed Mr. Ram Patodia as a Chief Financial Officer ("CFOâ) of the Company effective from 1^st April, 2019 due to retirement of Mr. Kamal Kishore Jain,

Director (Finance) & CFO w.e.f. close of working hours on 31^st March, 2019. The Board of Directors appreciated his 32 years of distinguished service extended to the Company and his valuable contribution in the growth of the Company. He continues to be associated with the Company as Director (Procurement & Operations).

Mr. Manish Mohnot, Managing Director & CEO, Mr. Ram Patodia, President (F&A) & CFO and Mr. Basant Kumar Parasramka, Dy. President (F&A) & Company Secretary are the Key Managerial Personnel (KMP) as per provisions of Companies Act, 2013.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public as per the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules, 2014, are not applicable to your Company

CORPORATE GOVERNANCE

Your Company believes that sound Corporate Governance is critical for enhancing and retaining stakeholder''s trust and your Company always seeks to ensure that its performance goals are met accordingly. The efforts of your Company are always focused on long term value creation. Inherent to such an objective is to continuously engage and deliver value to all its stakeholders including members, customers, partners, employees, lenders and the society at large.

The Report on Corporate Governance, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A certificate from M/s. B S R & Co. LLP, Statutory Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE SOCIAL RESPONSIBILITY

Your Company has formed the CSR Committee as per the requirement of the Companies Act, 2013. On recommendation of CSR Committee, the Board of Directors'' of your Company has approved the CSR Policy which is available on the website of your Company at www.kalpatarupower.com. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the initiatives undertaken on CSR activities during the year are set out in Annexure A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

BUSINESS RESPONSIBILITY REPORT

As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

VIGIL MECHANISM

The details of establishment of Vigil mechanism (âWhistle Blower Policyâ) is given in the ''Report on Corporate Governance'' of the Company which is annexed to this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures.

STATUTORY AUDITOR AND AUDITORSâ REPORT

M/s. B S R & Co. LLP (Firm Registration No. 101248W/ W-100022), Chartered Accountants, have been appointed as Statutory Auditors of the Company at the 37^th Annual General Meeting held on August 7, 2018 to hold office from the conclusion of 37^th Annual General Meeting (AGM) till the conclusion of the 42^nd Annual General Meeting of the Company, subject to compliance of the various provisions of Companies Act, 2013.

Statutory Auditors'' comments on your Company''s accounts for year ended March,31, 2019 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Urmil Ved, Practising Company Secretary, Gandhinagar, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2018-19. The Report of the Secretarial Auditor for the FY 2018-19 is annexed to this report as Annexure B.

There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.

COST AUDITOR

The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013 and the Company has maintained cost records pursuant to the Companies (Cost Records and Audit) Rules, 2014 as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records in respect of Electricity and Steel Structures needs to be audited. In compliance to the above, the Board of Directors upon the recommendation of the Audit Committee, appointed M/s. K. G. Goyal & Associates, Cost Accountants, as the Cost Auditor of your Company for the FY 2018-19.

RISK MANAGEMENT FRAMEWORK

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company''s SOP''s, Organizational structure, management systems, code of conduct, policies and Values together govern how your Company conducts its business and manage associated risks.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to the Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement wherever necessary and report throughout the management chain upto the Risk Management Committee on a periodic basis about how risks are being managed, monitored, assured and improvements are made.

PARTICULARS OF REMUNERATION

A. The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time are forming part of this report as Annexure C .

B. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, this report and the accounts are being sent to the members excluding the said annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

PERFORMANCE EVALUATION

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation has been made by the Board are given in the "Report on Corporate Governanceâ, which forms part of this Annual Report.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Your Company''s policy on remuneration for the Directors, Key Managerial Personnel and other employees are forming part of this Report as Annexure D . The same is also placed on website of the Company www.kalpatarupower.com. The said Policy has been amended during the year under review. It was amended in line with the requirements of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and certain administrative changes.

Your Company''s policy on Directors'' appointment including criteria for determining qualifications, positive attributes, independence of a director are forming part of this Report as Annexure D2.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure E and forms part of this Report.

DIVIDEND DISTRIBUTION POLICY

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, your Company has formulated Dividend Distribution Policy and the same is annexed to this report as Annexure F and is also available on the website of the Company i.e. www.kalpatarupower. com.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at March,31, 2019 forms part of this report as Annexure G.

The annual return referred to in Section 134(3)(a) of the Companies Act, 2013 shall be placed on the website of the Company and can be accessed at www.kalpatarupower.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note No. 38 to the Standalone Financial Statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were on arm''s length basis. There were no material related party transactions i.e. transaction / transactions entered into individually or taken together with previous transactions entered during the financial year, exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements, entered by your Company with its related parties which may have a potential conflict with the interest of your Company. All Related Party Transactions are placed before the Audit Committee for approval in terms of requirement of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the ''Report on Corporate Governance''. Attention of Members is drawn to the disclosure of transactions with related parties set out in Note No. 42 of Standalone Financial Statements, forming part of the Annual Report.

STOCK OPTIONS

Your Company does not have any stock options schemes.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of ''Sexual Harassment'' at workplace and is fully committed to uphold and maintain the dignity of every women executive working in your Company. The Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints pending as on the beginning of the financial year and no new complaints were filed during the financial year under review.

POLICY ON CODE OF CONDUCT AND ETHICS

As an organization, your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Kalpataru Code of Conduct ("KCoCâ) applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters.

SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operation in future.

STATEMENT OF DIRECTORSâ RESPONSIBILITY

Pursuant to requirement under Section 134(3)(c) of the Companies Act, 2013 (Act), Directors confirm that:

(a) in the preparation of the annual accounts for the year ended on March,31, 2019, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March,31, 2019 and of the profit of the Company for the year ended on that date;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2018-19.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the Government and Regulatory Authorities, Financial Institutions, Banks, JV Partners, Consortium Partners, Customers, Vendors, Suppliers, Sub-Contractors and Members and all other stakeholders for their valuable continuous support.

The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers. Your Directors also appreciate and acknowledge the confidence reposed in them by members of the Company.

On behalf of the Board of Directors

Mofatraj P. Munot

Place: Mumbai Executive Chairman

Date: 9^th May, 2019 DIN: 00046905

Mar 31, 2018

To, THE MEMBERS,

The Â Directors are pleased to present the 37^th ANNUAL REPORT of your Company together with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â (Rs, in Crores)
Â	2017-18 Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 2016-17
Revenue from Operations	5,778.50 Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 5,010.74
Profit before Depreciation, Tax and amortization expense	575.94 Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 480.28
Less: Depreciation and amortization expenses	76.60 Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 77.70
Profit before Tax	499.34Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 402.58
Tax Expense	177.34 Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 133.50
Profit for the period	322.00 Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 269.08
Other Comprehensive Income(net of tax)	Â
Items that will be reclassified subsequently to Profit or Loss	4.66 Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â (4.23)
Items that will not be reclassified subsequently to Profit or Loss	0.92Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â (1.04)
Total Comprehensive Income for the period	327.58 Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 263.81
Retained Earnings -Opening balance	1,314.97Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 1,105.89
Add: Profit for the period	322.00 Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 269.08
Less: Dividends including Dividend Tax	36.25Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â -
Less: Transfer to Debenture Redemption Reserve	50.00Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 50.00
Less: Transfer to General Reserve	10.00 Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 10.00
Retained Earnings - Closing balance	1,540.72Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 1,314.97

OPERATIONAL HIGHLIGHTS

The standalone revenue of your Company increased by 15.32 % to Rs, 5,778.50 Crores as against Rs, 5,010.74 Crores in the previous financial year on back of strong execution in Railway &Â Pipeline businesses. Total export revenue (including overseas projects) was Rs, 2,372.76 Crores or approx. 41.06% of revenues in financial year 2017-18.

The standalone net profit for the year increased by 19.67% to Rs, 322.00 Crores as against Rs, 269.08 Crores in the previous financial year. The Company successfully delivered on the profitability front with EBIDTA margins on standalone level at 10.90% primarily driven by cost rationalizations, productivity enhancement initiatives and working capital efficiencies. The Company also achieved substantial reduction in its finance costs through better working capital management, which in turn resulted in improvement in profitability.

Your Company has supplied 1,93,877 MTs of Transmission Line Towers as against 1,69,571 MTs in preceding year, which is higher by 14.33%

Your Company has a standalone order book in excess of Rs, 12,400 Crores excluding fairly placed bids. Your Company has received orders in excess of Rs, 9,300 Crores in the current financial year 2017-18, which is an impressive 51% increase as compared to last year. The current year order inflow has been consistent across all business namely Transmission &Â Sub-station, Pipeline and Railways. The diversification focus has led to success in securing significant orders in non T&D business with healthy margins. On the back of solid order book, your Company is confident of delivering its guidance for coming years on both revenue and profitability front.

The Consolidated revenue of your Company increased by 14.58% to Rs, 8,741.72 Crores as against Rs, 7,629.15 crores in the previous financial year.

The Consolidated net profit for the year increased by 76.90% to Rs, 278.27 Crores as against Rs, 157.30 Crores in the previous financial year due to better performance of developmental assets and interest rate reductions.

There has been no change in the nature of business of your Company during the year under review.

During the year under review, your Company has issued and allotted 2,000 unsecured, rated, listed, non-convertible, redeemable, taxable Debentures of the face value of Rs, 10 Lakhs each aggregating to Rs, 200 Crores on a private placement basis.

AWARDS &Â RECOGNITION

The Company has received various Awards and recognitions during the year under review, some of which are elaborated hereunder:

A) The Company has received Certificate of Excellence

from Tamilnadu Transmission Corporation Limited (TANTRANSCO) recognizing the Companyâs excellence in preserving safety norms at 400 kV AIS Sub-station - Bay Extn Project - Palavadi)

B) Â Â Â World HRD Congress 2018, recognized KALP (Kalpataru Accelerated Leadership Program), as âBest Organization Development (OD) Programâ and the HR head of the Company was recognized as âThe 100 Top HR Minds (India)â.

C) Â Â Â Your Company received awards at â10^th ciDO Vishwakarma Awards - 2018â in following categories:

- Â Â Â Achievement Award for Best Artisans and Supervisors

- 12 Supervisors

- Â Â Â Achievement Award for Construction Skill Development - Kalpataru Learning Centre

D) Â Â Â National Safety Council, Ministry of Labour, Government of India has honoured your Company with Bronze award (Suraksha Puraskar) to recognize Meritorious Occupational Safety and Health (OSH) performance and implementing effective OSH Management Systems, practices and procedures at manufacturing Plant - Sector 25, Gandhinagar. It has also honoured your Company with Certificate of Appreciation to recognize Meritorious Occupational Safety and Health (OSH) performance and implementing effective OSH Management Systems, practices &Â procedures and developing &Â strengthening effective Client - Contractor -Subcontractor chain for achieving high standards of OSH at 765 KV D/C Chittorgarh Ajmer Transmission Line Project

E) Â Â Â Your Company received two awards in Dun and Bradstreet Infra Awards 2017:

- Â Â Â Construction &Â Infrastructure Development (Power)

- Â Â Â 400KV Multi Circuit Transmission Line from Ballari Pooling station to Ramapura Limits in Karnataka, under Special Mention: Power Transmission segment.

F) Â Â Â ECGC honored your Company for long standing association with ECGC on its Diamond Jubilee Celebrations

G) Â Â Â Your Company received Award for Export Excellence from EEPC India, Western Region for âStar Performer 2015-16 Project Exports - Large Enterpriseâ

H) Â Â Â Your Company was honoured with Gold category Award for Outstanding Achievements in Safety Management at Manufacturing Plant located at Sector - 28, Gandhinagar at 16^th Annual Green Tech Safety Award, 2017 organized by Green Tech Foundation

I) Your Company was awarded following 3 awards at Occupational Safety &Â Health Award, 2017 organized by Grow Care India, New Delhi:

- Â Â Â Gold Award in Construction sector for 765 KV D/c Hyderabad Wardha Transmission Line Project

- Â Â Â Gold Award in Manufacturing sector for Manufacturing Plant located at Sector - 28, Gandhinagar

- Â Â Â Silver Award in Construction Sector for 400 KV Multi Circuit Ballari - Rampura Transmission Line Project

J) Raipur manufacturing plant of your Company received Silver Certificate of Merit at India Manufacturing Excellence Awards 2017 conceptualized by Frost &Â Sullivan and FICCI for appreciating efforts done by the Plant and its personnel in enhancing manufacturing and Supply chain excellence

K) Your Company received Performance Award in âPower Awards 2017â organized by Energy Department, Govt. of Karnataka for completing the âProject for Construction of 400KV Multi Circuit Transmission Line from Ballari Pooling Station to Rampura Limitsâ ahead of Contractual Completion Schedule.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year of the Company i.e. March 31, 2018 and the date of Directorsâ Report i.e. May 25, 2018.

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March 31, 2018 @ ' 2.5 (125%) per equity share of ' 2 each in line with Dividend Distribution Policy of the Company.

TRANSFER TO RESERVES

Your Company has transferred following amounts to various reserves during the financial year ended March 31, 2018:

Amount transferred to	Amount in ' Crores
General Reserve	10.00
Debenture Redemption Reserve	50.00

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

A statement containing the salient features of financial statements of each of the subsidiaries, associates and joint venture companies in terms of provisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The brief details of the activities carried out by key subsidiaries of your Company is provided below.

- Â Â Â JMC Projects (India) Ltd.

JMC Projects (India) Limited (âJMC Projectsâ or âJMCâ) is a USD 400 million Engineering, Construction, Projects company, with global operations in South Asia and Africa which makes it one of the leading Construction companies in India. It is certified under ISO 9001:2015 (Quality Management), ISO 14000:2004 (Environment Management) and BS OHSAS 18001:2007 (Occupational Health &Â Safety).

It addresses critical needs in key sectors - Infrastructure (Highways, Flyovers, Elevated corridors, Metros, Railways, Bridges, Water projects, Smart City projects), Construction of Buildings (High-rise, Integrated Township, Residential, Commercial, IT Parks, Institutional, Hospital, Sports Complex, Tourism), Industrial &Â Power projects among others. JMCâs integrated capabilities span the spectrum of 'EPC' solutions with Safety, Quality and On-time delivery as the 3 pillars.

Over three decades of a strong, customer-focused approach and a sharp focus on world-class quality have enabled JMC to maintain a leadership position in its major lines of business. Characterized by professionalism, high standards of corporate governance and sustainability, JMC continues to evolve, seeking better ways of engineering to meet emerging challenges leveraging the power of People-Processes-Technology (PPT).

JMC has a strong order book in excess of Rs, 7,600 Crores. Your Company holds 67.19% equity shares of JMC.

- Â Â Â Shree Shubham Logistics Ltd (SSLL)

SSLL undertakes an array of activities in the post-harvest value chain primarily for agri-commodities and currently present in 10 states and managing inventories above 1.10 million MT. The activities include warehousing, primary processing, collateral management, funding facilitation, funding, testing &Â certification and pest management. The activities are aimed at a wide spectrum of market participants dealing in agri-commodities, including farmers, traders &Â aggregators, government agencies, banks and electronic commodities exchanges. Through the integrated business model, SSLL believes that they are able to create value in the post-harvest value chain. Your Company holds 71.52 % equity shares of SSLL.

During the year under review, no new Company has become Subsidiary or Associate Company of your Company.

During the year under review, no Company have ceased to be Subsidiary Company, Associate Company or Joint Venture Company of your Company except Kalpataru Power Transmission Nigeria Limited which was voluntary wound up during FY 2016-17 to be effective from expiry of 3 months from January 12, 2017.

Accordingly, as on the date of this Report, your Company have 20 direct and indirect subsidiaries and 2 joint venture Companies.

Pursuant to provisions of section 129 of the Companies Act, 2013, your Company has placed Consolidated Financial Statements before the members for its approval. Further, pursuant to provisions of Section 136 of the Companies Act, 2013, your Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any Members of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies are also uploaded on the website of the Company

i.e. www.kalpatarupower.com and will also be kept open for inspection at the Registered Office of your Company and that of the respective Subsidiary Company.

CONSOLIDATED FINANCIAL STATEMENTS

DIRECTORS

The members of the Company at the Annual General Meeting held on August 11, 2017 has appointed:

(1) Â Â Â Mr. Mofatraj P Munot (DIN: 00046905) as an Executive Chairman of the Company for a period of 5 years beginning from April 1, 2017 to March 31, 2022 (both days inclusive).

(2) Â Â Â Ms. Anjali Seth (DIN: 05234352) as an Independent Director of your Company for a term of 3 years commencing from May 19, 2017 upto May 18, 2020 and shall not be liable to retire by rotation.

(3) Â Â Â Mr. Subodh Kumar Jain (DIN: 07085318) as Director of your Company, liable to retire by rotation.

Mr. Subodh Kumar Jain (DIN: 07085318), Non-Executive Director of the Company tendered his resignation from the Board w.e.f. 25^th May, 2018.

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

In terms of Section 152 of the Companies Act, 2013, Mr. Imtiaz Kanga (DIN: 00136272) being the longest in the office shall retire at the ensuing AGM and being eligible for re-appointment, offers himself for reappointment.

A brief resume of directors being appointed/reappointed along with the nature of their expertise, their shareholding in your Company and other details as stipulated under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an annexure to the Notice of the ensuing Annual General Meeting.

BOARD MEETINGS

The Board met six (6) times during the financial year ended on March 31, 2018. The dates on which the Board Meetings were held are May 19, 2017, August 11, 2017, November 13, 2017, December 8, 2017, February 7, 2018 and March 26, 2018.

The number of Meetings of the Board that each Director attended is provided in the Report on Corporate Governance.

COMMITTEES

The Board has constituted following Committees.

- Â Â Â Audit Committee

- Â Â Â Nomination and Remuneration Committee

- Â Â Â Stakeholderâs Relationship Committee

- Â Â Â Corporate Social Responsibility Committee

- Â Â Â Risk Management Committee

- Â Â Â Share Transfer Committee

- Â Â Â Executive Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant Committees are given in detail in the âReport on Corporate Governanceâ of your Company which forms part of this Annual Report. The dates on which Meeting of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each Director attended is provided in the âReport on Corporate Governanceâ. The minutes of the Meetings of all Committees are circulated to the Board for discussion / noting / ratification.

All recommendation of the Audit Committee was accepted by the Board of Directors of the Company.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Manish Mohnot, Managing Director &Â CEO, Mr. Kamal Kishore Jain, Director (Finance) &Â CFO and Mr. Rahul Shah, Company Secretary of your Company are the Key Managerial Personnel (KMP) as per provisions of Companies Act, 2013.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public as per the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8 (5) (v) &

(vi) of the Companies (Accounts) Rules, 2014, are not applicable to your Company.

CORPORATE GOVERNANCE

Your Company believes that sound Corporate Governance is critical for enhancing and retaining stakeholderâs trust and your Company always seeks to ensure that its performance goals are met accordingly. The efforts of your Company are always focused on long term value creation. Inherent to such an objective is to continuously engage and deliver value to all its stakeholders including members, customers, partners, employees, lenders and the society at large.

A certificate from M/s. Deloitte Haskins &Â Sells, Statutory Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE SOCIAL RESPONSIBILITY

Your Company has formed the CSR Committee as per the requirement of the Companies Act, 2013. On recommendation of CSR Committee, the Board of Directorsâ of your Company has approved the CSR Policy which is available on the website of your Company at www.kalpatarupower.com. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year are set out in Annexure A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

CSR activities of your Company related to Health sector and in particular âKalpa-Seva Arogya Kendraâ were recognized and your Company won âGujarat CSR Leadership Awardsâ organized by World CSR Day in the category of âConcern for Healthâ

BUSINESS RESPONSIBILITY REPORT

VIGIL MECHANISM

The details of establishment of vigil mechanism (âWhistle Blower Policyâ) is given in the âReport on Corporate Governanceâ of the Company which is annexed to this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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 disclosures.

STATUTORY AUDITOR AND AUDITORSâ REPORT

M/s. Deloitte Haskins &Â Sells, Ahmadabad (Firm Registration No. 117365W), Statutory Auditors of the Company has completed ten years as Statutory Auditors of your Company. Considering the requirements of Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, they shall cease to hold office from the conclusion of ensuing Annual General Meeting. The Board places on record its sincere appreciation for the services rendered by M/s. Deloitte Haskins &Â Sells during their tenure as Statutory Auditors of the Company.

The Board of Directors of the Company at their meeting held on May 25, 2018, based on the recommendation of the Audit Committee, recommended appointment of M/s. B S R &Â Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company to hold office from the conclusion of ensuing 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting of the Company, subject to compliance of the various provisions of Companies Act, 2013.

M/s. B S R &Â Co. LLP has expressed its willingness to be appointed as the Statutory Auditors of the Company and also confirmed its eligibility in compliance with the provisions of Section 139, 141 and other applicable provisions of the Companies Act, 2013.

Statutory Auditor's comments on your Companyâs accounts for year ended March 31, 2018 are self-explanatory in nature and do not require any explanation as per provisions of

Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Urmil Ved, Practising Company Secretary, Gandhinagar, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2017-18. The Report of the Secretarial Auditor for the FY 2017-18 is annexed to this report as Annexure B.

There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in his report.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records in respect of Electricity and Steel business needs to be audited. In compliance to the above, the Board of Directors upon the recommendation of the Audit Committee, appointed M/s. K. G. Goyal &Â Associates, Cost Accountants, as the Cost Auditor of your Company for the FY 2017-18.

RISK MANAGEMENT FRAMEWORK

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Companyâs SOPâs, organizational structure, management systems, code of conduct, policies and Values together govern how your Company conducts its business and manage associated risks.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to the Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the management chain upto the Risk Management Committee on a periodic basis about how risks are being managed, monitored, assured and improvements are made.

PARTICULARS OF REMUNERATION

A. Â Â Â The ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 ("Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time are forming part of this report as Annexure C1.

B. Â Â Â The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, this report and the accounts are being sent to the members excluding the said annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

PERFORMANCE EVALUATION

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation has been made by the Board are given in the âReport on Corporate Governanceâ, which forms part of this Annual Report.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Your Companyâs policy on remuneration for the Directorsâ, Key Managerial Personnel and other employees are forming part of this Report as Annexure D1.

Your Companyâs policy on Directorsâ appointment including criteria for determining qualifications, positive attributes, independence of a director are forming part of this Report as Annexure D2.

There has been no change in the policy since last financial year.

CONSERVATION OF ENERGY &Â TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW &Â OUTFLOW

Information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure E and forms part of this Report.

DIVIDEND DISTRIBUTION POLICY

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, your Company has formulated Dividend Distribution Policy and the same is annexed to this report as Annexure Fand is also available on the website of the Company i.e. www.kalpatarupower.com.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at March 31, 2018 forms part of this report as Annexure G.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note No. 42 to the Standalone Financial Statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were on armâs length basis. There were no material related party transactions i.e. transaction / transactions entered into individually or taken together with previous transactions entered during the financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements, entered by your Company with its related parties which may have a potential conflict with the interest of your Company. All related party transactions are placed before the Audit Committee for approval in terms of requirement of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy on materiality of related party transactions is uploaded on the website of your Company and the link for the same is provided in the âReport on Corporate Governanceâ. Attention of Members is drawn to the disclosure of transactions with related parties set out in Note No. 46 of Standalone Financial Statements, forming part of the Annual Report.

STOCK OPTIONS

Your Company does not have any stock options schemes.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of âSexual Harassmentâ at workplace and is fully committed to uphold and maintain the dignity of every women executive working in your Company. The Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

There were no complaints pending as on the beginning of the financial year and no new complaints were filed during the financial year under review.

POLICY ON CODE OF CONDUCT AND ETHICS

As an organization, your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Kalpataru Code of Conduct (âKCoCâ) applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters.

SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Companyâs operation in future.

STATEMENT OF DIRECTORSâ RESPONSIBILITY

Pursuant to requirement under 134(3)(c) of the Companies Act, 2013 (Act), Directorsâ, confirm that:

(a) in the preparation of the annual accounts for the year ended on March 31, 2018, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Â Â Â they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the company for the year ended on that date;

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

(d) Â Â Â they had prepared the annual accounts on a going concern basis;

(e) Â Â Â they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and

(f) Â Â Â they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2017-18.

ACKNOWLEDGEMENT

The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companyâs executives, staff and workers. Your Directors also appreciate and acknowledge the confidence reposed in them by members of the Company.

Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â On behalf of the Board of Directors

Place: Mumbai Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Mofatraj P. Munot

Date: May 25, 2018 Â Â Â Â Â Â Â Â Â Â Â Â Â Executive Chairman

Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â DIN: 00046905

Mar 31, 2017

THE MEMBERS,

Your Directors are pleased to present the 36^th ANNUAL REPORT of your Company together with the Financial Statements including Audited Statement of Accounts for the year ended March 31, 2017.

FINANCIAL HIGHLIGHTS ('' IN CRORES)

	2016-17 \|	2015-16
Revenue from Operations	5,010.74	4,408.80
Profit before Depreciation, Tax and amortization expenses	480.28	379.43
Less: Depreciation and amortization expenses	77.70	83.72
Profit before Tax	402.58	295.71
Tax Expense	133.50	103.28
Profit for the period	269.08	192.43
Other Comprehensive Income (net of tax)
Items that will be reclassified subsequently to Profit or Loss	(4.23)	7.19
Items that will not be reclassified subsequently to Profit or Loss	(1.04)	(0.26)
Total Comprehensive Income for the period	263.81	199.36
Retained Earnings - Opening balance	1,105.89	995.07
Add: Profit for the period	269.08	192.43
Less: Dividends including Dividend Tax	-	54.94
Less: Transfer to Debenture Redemption Reserve	50.00	16.67
Less: Transfer to General Reserve	10.00	10.00
Retained Earnings - Closing balance	1,314.97	1,105.89

Note: The above figures are extracted from the Standalone Financial statements as per Indian Accounting Standards (Ind AS). For the purpose of transition to Ind AS, the Company has followed the guidance prescribed in Ind AS 101, First-Time Adoption of Indian Accounting Standards, with April 1, 2015 as the transition date and IGAAP as the previous GAAP.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. For your Company, Ind AS is applicable from April 1, 2016 with a transition date of April 1, 2015 and IGAAP as the previous GAAP.

The reconciliations and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in Note No. 30 in the notes to Standalone Financial Statements and Note No. 32 in the notes to Consolidated Financial Statements.

OPERATIONAL HIGHLIGHTS

The Standalone revenue of your Company increased by 13.65 % to Rs, 5,010.74 Crores as against Rs, 4,408.80 Crores in the previous financial year. Total Export revenue (including overseas projects) was Rs, 1,995.12 Crores or approx. 39.82% of revenues in financial year 2016-17.

The Standalone net profit for the year increased by 39.83% to Rs, 269.08 Crores as against Rs, 192.43 Crores in the previous financial year.

Your Company has supplied 1,69,571 MTs of Transmission Line Towers as against 1,46,749 MTs in preceding year, which is higher by 15.55%

Your company has a standalone order book in excess of Rs, 9,000 Crores excluding fairly placed bids.

The consolidated revenue of your Company increased by 4.63% to Rs, 7,629.15 Crores as against Rs, 7,291.74 Crores in the previous financial year.

The consolidated net profit for the year increased by 107.49% to Rs, 157.30 Crores as against Rs, 75.81 Crores in the previous financial year.

There has been no change in the nature of business of your company during the year under review.

During the year under review, your Company has issued and allotted 1,000 secured, rated, listed, non-convertible, redeemable, taxable Debentures of the face value of Rs, 10 Lakhs each aggregating to Rs, 100 Crores on a private placement basis.

AWARDS & RECOGNITION:

A) Raipur Plant of your Company participated in India Manufacturing Excellence Awards (IMEA), 2016 conceptualized by Frost & Sullivan and received the âSilver Certificate of Merit - 2016.â

B) your Company has received Certificate of Honour in the category of Leading RE Developers - Biomass at Renewable Energy India awards - 2016.

C) Your Company has received Certificate of Appreciation from Bakwena Tribal Administration for adopting excellent Environmental Practice during the construction of the 220 kV ISANG to Rakola Transmission Line Project of Botswana Power Corporation.

D) Power Grid Corporation of India Limited (PGCIL), one of the major client of your Company declared awards for 2017. Your Company has received âBest Performance award - 2017â for early completion of 765 kV D/C Wardha-Nizamabad Line and âRunners up award - 2017â for maximum capitalization in Transmission line category.

TRANSMISSION BOOM PROJECT

Your Company has secured Fourth Transmission Line Project under tariff based competitive bidding process during the year under review. The project scope involves build, own, operate and maintain the transmission system for "North Eastern Region Strengthening Scheme (NERSS-VI)â. Your Company needs to establish transmission system from Imphal to New Kohima and New Kohima to New Mariani totaling to approximately line of 253 kms. Your Company has won this BOOM project with the levelized tariff of Rs, 202.74 Crores per annum.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year of the Company i.e. March 31, 2017 and the date of DirectorsRs, Report i.e. May 19, 2017.

DIVIDEND

Your Directors are pleased to recommend dividend for the year ended March 31, 2017 @ Rs, 2 (100%) per equity share of Rs, 2 each in line with Dividend Distribution Policy of the Company.

TRANSFER TO RESERVES

Your Company has transferred following amounts to various reserves during the financial year ended March 31, 2017:

Amount transferred to	Amount in Rs, crores
General Reserve	10.00
Debenture Redemption Reserve	50.00

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence not repeated here for the sake of brevity. The brief details of the activities carried out by each of the subsidiary, associate and Joint Venture Company of your Company is provided below.

- JMC Projects (India) Ltd. & its subsidiaries (JMC):

JMC is one of the leading construction companies in India, certified under ISO 9001:2015 (Quality Management), ISO 14000:2004 (Environment Management) and BS OHSAS 18001:2007 (Occupational Health & Safety). JMC has shown key role in nation building and integrating cityscapes. It is engaged in building panoramic structures such as public buildings, housing, institutions, hospitals, IT parks, Infrastructure / Area Development, highways, flyovers, factories, power plants etc. JMC has expanded its horizons by getting orders from global markets. JMC has a strong order book of approx. Rs, 7,000 Crores. Your Company holds 67.19% equity shares of JMC.

JMC has executed 3 road BOOT projects, through its Wholly Owned Subsidiary Companies and 1 road BOOT project in Joint Venture. All the four road BOOT projects are now fully operational on full toll and full length basis. JMC through its wholly owned subsidiary is also engaged in the mining activity however, during the year under review, there is no operation in the said Subsidiary.

- Shree Shubham Logistics Ltd (SSLL):

SSLL undertakes an array of activities in the post-harvest value chain for agri-commodities. The activities include warehousing, procurement, primary processing, collateral management, funding facilitation, funding, testing & certification, and pest management in relation to agricommodities. The activities are aimed at a wide spectrum of market participants dealing in agri-commodities, including farmers, traders & aggregators, government agencies, banks and electronic commodities exchanges. Through the integrated business model, SSLL believes that they are able to create value in the post-harvest value chain. Your Company holds 71.52 % equity shares of SSLL.

Punarvasu Financial Services Private Limited (PFSPL) (Formerly known as âPunarvasu Holding and Trading Company Private Limitedâ), a Wholly Owned Subsidiary (WOS) of SSLL is registered with Reserve Bank of India as Non-Banking Financial Institution classified as a Non-Banking Financial Company - Loan Company and is primarily engaged in providing direct funding facilities to participants in the post-harvest agri-commodities. During the year under review, PFSPL has also started its new product âInvoice Discountingâ.

- Energylink (India) Ltd. (EIL):

EIL is a Wholly Owned Subsidiary of your Company. EIL through its 100% subsidiary namely, Saicharan Properties Limited (Saicharan) is implementing commercial cum residential project in Indore (Project). Saicharan has started the construction activities and has launched the Project for sale.

- Amber Real Estate Ltd. (Amber):

Amber is a Wholly Owned Subsidiary of your Company. The premises developed as Thane IT Park in Maharashtra by Amber has been fully leased or sold out.

- Adeshwar Infrabuild Ltd. (Adeshwar):

Adeshwar was incorporated to venture into new areas of business which can be conveniently or advantageously run by company in the coming years which may include mining, cement, transmission and related activities etc. It is a Wholly Owned Subsidiary of your Company.

- Kalpataru Satpura Transco Private Limited. (KSTPL):

KSTPL a Special Purpose Vehicle (âSPVâ) was incorporated to implement DBFOT Project from Madhya Pradesh Electricity Board to build, own, operate and transfer 240 kms, 400 KV double circuit power transmission line between Satpura to Ashta in the state of Madhya Pradesh. The Company commenced commercial operations of the Project in April, 2015 and the Project is running successfully and the cumulative transmission system availability has been above benchmarked PLF of 98%. The company would own project for 25 years with an option to extend the period for further period of 10 years as mutually agreed for which transmission license has been granted by Madhya Pradesh Electricity Regulatory Commission (MPERC) for transmission of electricity from 2X250 MW extension units at Satpura TPH. It is a Wholly Owned Subsidiary of your Company.

- Kalpataru Metfab Private Limited (KMPL) (Formerly known as Gestamp Kalpataru Solar Steel Structures Private Limited):

KMPL is a Wholly Owned Subsidiary of your Company. The Company was a joint venture Company for manufacturing of steel structures for solar power panel. Since the joint venture could not succeed in continuing the business activity, the joint venture was terminated last year. During the year under review, KMPL has changed its business activity from manufacturing of solar energy equipmentâs and related businesses to manufacturing of Tower parts, structures and related businesses.

-Alipurduar Transmission Limited (ATL):

ATL, a SPV Company was incorporated to establish Transmission System Strengthening in Indian System for transfer of power from New HEP''s in Bhutan on BOOM basis ("Project"). ATL will own the Project for 35 years from scheduled COD. ATL has achieved Financial closure for its Transmission Line Project during the year under review. The Project is progressing well and is expected to be commissioned on time. ATL is a Wholly Owned Subsidiary of your Company.

- Kohima-Mariani Transmission Limited (KMTL):

KMTL was incorporated as a SPV Company by PFC Consulting Limited (PFCCL) to establish Transmission System for "North Eastern Region Strengthening Scheme (NERSS-VI)â on BOOM basis (Project). KMTL will own the Project for 35 years from scheduled COD. Since your Company has secured this Project under tariff based competitive bidding process, your Company has acquired KMTL, which is SPV Company for the Project, from PFCCL on March 31, 2017. KMTL is a Wholly Owned Subsidiary of your Company.

- Kalpataru Power Transmission USA INC. (KPT USA):

KPT USA was incorporated to increase focus on American markets with local presence. It is a Wholly Owned Subsidiary of your Company.

- Kalpataru Power Transmission (Mauritius) Ltd. (KPTML):

KPTML was incorporated to engage in investment holding activities. It is a Wholly Owned Subsidiary of your Company.

KPTML has a 100% Wholly Owned Subsidiary in Dubai, namely Kalpataru Power DMCC, UAE. The company was formed with the purpose of carrying out General trading activities, Pipes & Fittings Trading and Metal Alloys Trading.

- LLC Kalpataru Power Transmission Ukraine (KPT Ukraine):

KPT Ukraine was incorporated to explore & execute Power Transmission contracts in Ukraine. It is a Wholly Owned Subsidiary of your Company.

- Kalpataru Power Transmission Nigeria Limited (KPTL Nigeria)

KPTL Nigeria was incorporated to explore the Power Transmission market in Nigeria. It was a Wholly Owned Subsidiary of your company. The Company has closed KPTL Nigeria since there was hardly any extra benefit of having local presence in Nigeria.

- Kalpataru SA (Proprietary) Ltd. (KPTL SA):

KPTL SA was formed in South Africa to bid for EPC Power Transmission jobs in South Africa as local Company. It was a Wholly Owned Subsidiary of your Company. Your Company has closed KPTL SA during the year under review since there was hardly any extra benefit of having local presence in South Africa.

-Kalpataru IBN Omairah Company Limited (KPTL- IOC LLC):

KPTL- IOC LLC was incorporated as a Subsidiary and Joint Venture Company between your Company and IBN Omairah Contracting Company Limited in the Kingdom of Saudi Arabia, in which your Company holds 65% stake. The Company has been formed to undertake and execute overhead Transmission Lines and / or substation projects on turnkey basis in Kingdom of Saudi Arabia.

- Jhajjar KT Transco Private Limited (Jhajjar KT):

Jhajjar KT is a Joint Venture Company, in which your Company holds 49.72% stake.

Jhajjar KT is a SPV Company with an exclusive right and authority to construct, operate, maintain and transfer the 400kv / 200kv Transmission Lines & Sub-stations (Transmission System) in the state of Haryana on Design, Build, Finance, Operate and Transfer (DBFOT) basis and provide transmission system services for a period of 25 years with an option to extend the period for further period of 10 years mutually agreed for which transmission license has been granted by Haryana Electricity Regulatory Commission (HERC) for transmission of electricity from 2X660 MW Thermal Power Plant at Jhajjar. The Project is running successfully and the cumulative transmission system availability has been above benchmarked PLF of 98% for almost entire year under review.

During the year under review, Kohima-Mariani Transmission Limited have become subsidiary company of your Company.

During the year under review, no new Company has become Associate Company of your Company.

During the year under review, no Company have ceased to be Subsidiary Company, Associate Company or Joint Venture Company of your Company except Kalpataru SA (Proprietary) Ltd., South Africa which was de-registered. Further Kalpataru Power Transmission Nigeria Limited, was voluntary wound up during the year under review to be effective from expiry of 3 months from January 12, 2017.

Accordingly, as on the date of this Report your Company have 20 direct and indirect subsidiaries and 2 joint venture Companies. The statement pursuant to Section 129 (3) of the Companies Act, 2013 containing details of these subsidiaries and Joint Venture Companies forms part of the Annual Report.

As per section 129 of the Companies Act, 2013 your Company has placed Consolidated Financial Accounts before the members for its approval. Since the Consolidated Financial Accounts are being approved by the Members, your Company has not attached the individual Annual Report of each of the Subsidiary Company with this Annual Report. However, your Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any Members of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies are also uploaded on the website of the Company i.e. www.kalpatarupower.com and will also be kept open for inspection at the Registered Office of your Company and that of the respective Subsidiary Company.

CONSOLIDATED FINANCIAL STATEMENTS

DIRECTORS

Ms. Anjali Seth (DIN: 05234352) erstwhile Non-Independent Director of the Company resigned from the Board of Directors of the Company w.e.f. closing business hours of May 18, 2017 and consequent thereafter, based on the recommendations of Nomination and Remuneration Committee, the Board has appointed Ms. Anjali Seth (DIN: 05234352) as an Additional Director in the category of Independent Director for a period of 3 (three) years w.e.f. May 19, 2017.

The Board of Directors based on recommendation of Nomination and Remuneration Committee has also appointed Mr. Subodh Kumar Jain (DIN: 07085318) as an Additional Director in the category of Non-Executive Director w.e.f. May 19, 2017 on a rotational basis.

Pursuant to Section 161 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Anjali Seth and Mr. Subodh Kumar Jain holds office upto the date of the ensuing Annual General Meeting. Your Company has received notice under Section 160 of the Companies Act, 2013 along with the requisite deposit proposing appointment of Ms. Anjali Seth and Mr. Subodh Kumar Jain as Directors of the Company.

The Board of Directors of your Company at its meeting held on March 28, 2017 and at the recommendation of Nomination and Remuneration Committee appointed Mr. Mofatraj P. Munot as an Executive Chairman of the Company for a period of 5 years w.e.f. April 1, 2017 in terms of the provisions of the Companies Act, 2013 which is subject to approval of shareholders of the Company and all other statutory approvals.

The Board of Directors of your Company at its meeting held on March 28, 2017 at the recommendation of Nomination and Remuneration Committee re-designated Mr. Manish Mohnot as a Managing Director & Chief Executive Officer of your Company.

The Members of the Company at the Annual General Meeting held on August 12, 2016 has appointed Mr. Imtiaz I. Kanga (DIN: 00136272) as Director of your Company, liable to retire by rotation.

Mr. Mahendra G. Punatar, Independent Director of your Company resigned from the Board w.e.f. February 20, 2017 due to persistent health problem.

2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

A brief resume of Directors being appointed along with the nature of their expertise, their shareholding in your Company and other details as stipulated under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is APPENDED AS AN ANNEXURE TO THE NOTICE OF THE ENSUING ANNUAL GENERAL MEETING.

BOARD MEETINGS

The Board met Six (6) times during the financial year ended on March 31, 2017. The dates on which the Board Meetings were held are May 2, 2016, May 28, 2016, August 12, 2016, November 14, 2016, February 14, 2017 and March 28, 2017.

The number of Meetings of the Board that each Director attended is provided in the Report on Corporate Governance.

COMMITTEES

The Board has constituted following Committees.

f Audit Committee

f Nomination and Remuneration Committee f Stakeholderâs Relationship Committee f Corporate Social Responsibility Committee f Risk Management Committee f Share Transfer Committee f Executive Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant Committees are given in detail in the âReport on Corporate Governance'' of your Company which forms part of this Annual Report. The dates on which Meeting of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each Director attended is provided in the âReport on Corporate Governanceâ. The minutes of the Meetings of all Committees are circulated to the Board for discussion / noting / ratification.

All recommendation of the Audit Committee was accepted by the Board of Directors of the Company.

key Managerial personnel (KMP)

Mr. Manish Mohnot, Managing Director & Chief Executive Officer, Mr. Kamal Kishore Jain, Director (Finance) & Chief Financial Officer and Mr. Rahul Shah, Company Secretary of your Company are the Key Managerial Personnel (KMP) as per provisions of Companies Act, 2013.

fixed deposits

corporate governance

A separate section on Corporate Governance followed by your Company, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A certificate from M/s. Deloitte Haskins & Sells, Chartered Accountants, confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis outlining the business of your Company forms part of this Annual Report.

corporate social responsibility

VIGIL MECHANISM

The details of establishment of Vigil mechanism (âWhistle Blower Policyâ) is given in the âReport on Corporate Governanceâ of the Company which is annexed to this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR

adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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 disclosures.

STATUTORY AUDITOR AND AUDITORS'' REPORT

M/s. Deloitte Haskins & Sells, (Firm Registration No. 117365W), Chartered Accountants, have been appointed as Statutory Auditor''s of the Company at the thirty third Annual General Meeting held on September 27, 2014 to hold office from the conclusion of thirty third Annual General Meeting (AGM) till the conclusion of the thirty seventh Annual General Meeting of the Company, subject to ratification by the members annually. Accordingly, ratification of appointment of Statutory Auditor''s is being sought from the members of the Company at the ensuing AGM. In this regard, your Company has received a certificate from the Statutory Auditor''s to the effect that appointment if ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Statutory Auditor''s comments on your Companyâs accounts for year ended March 31, 2017 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor''s in its report.

secretarial auditor and secretarial audit report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Urmil Ved, Practising Company Secretary, Gandhinagar, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2016-17. The Report of the Secretarial Auditor for the FY 2016-17 is annexed to this report as Annexure B.

There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.

cost auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules,

2014, the cost records in respect of Electricity and Steel business needs to be audited. In compliance to the above, the Board of Directors upon the recommendation of the Audit Committee, appointed M/s. K. G. Goyal & Associates, Cost Accountants, as the Cost Auditor of your Company for the FY 2016-17.

RISK MANAGEMENT FRAMEWORK

Your Company has reviewed the existing risk framework with the help of experts and has implemented Risk Management framework, wherein all material risks faced by your Company are identified and assessed. For each of the risks identified corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting of risk on a periodic basis. Your Company has established the Standard Operating Procedures and reviews the same on regular basis in light of the amendment and / or re-enactment of various statutes and business scenarios. The Risk Management Committee reviewed the Companyâs risk management practices and activities from time to time.

particulars of remuneration

A. The ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure C1.

B. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, the Annual Report is being sent to the members excluding the said annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

performance evaluation

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation has been made by the Board are given in the ''Report on Corporate Governance'', which forms part of this Annual Report.

POLICY ON DIRECTORSâ APPOINTMENT AND

remuneration including criteria for DETERMINING qualifications, positive ATTRIBUTES AND independence of a director

Your Companyâs Policy on remuneration for the Directorsâ, Key Managerial Personnel and other employees and Companyâs policy on Directorsâ appointment including criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 is available on the website of your Company www.kalpatarupower.com. There has been no change in the policy since last financial year.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 134 Rule (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure D and forms part of this Report.

DIVIDEND DISTRIBUTION POLICY

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, your Company has formulated Dividend Distribution Policy and the same is annexed to this report as Annexure E and is also available on the website of the Company i.e. www.kalpatarupower.com

extract of annual return

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note No. 44 to the Standalone Financial Statements).

particulars of contracts or ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee for approval in terms of requirement of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the âReport on Corporate Governanceâ.

Attention of Members is drawn to the disclosure of transactions with related parties set out in Note No. 48 of Standalone Financial Statements, forming part of the Annual Report.

stock options

Your Company does not have any stock options schemes.

disclosure UNDER section 22 of THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There were no complaints pending as on the beginning of the financial year and no new complaints were filed during the financial year under review.

policy on code of conduct and ethics

As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Kalpataru Code of Conduct (âKCoCâ) applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters.

significant or MATERIAL orders AGAINST COMPANY

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Companyâs operation in future.

STATEMENT OF DIRECTORSâ RESPONSIBILITY

Pursuant to requirement under Section 134(3)(c) of the Companies Act, 2013 (Act), Directorsâ, confirm that:

(a) in the preparation of the annual accounts for the year ended on March 31, 2017, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2016-17.

acknowledgement

Your Directors take this opportunity to thank all the Financial Institutions, Banks, Government and Regulatory Authorities, JV Partnersâ, Consortium Partnersâ, Customers, Vendors, Sub-Contractors and Members and all other stakeholders for their valuable sustained support.

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and Commitment. The enthusiasm and unstinting efforts of the employees have enabled your Company to remain as one of the top industry leader. Your Directors also appreciate and acknowledge the confidence reposed in them by members of the Company.

On behalf of the Board of Directors

Mofatraj P. Munot

Place: Mumbai Executive Chairman

Date: May 19, 2017 DIN: 00046905

Mar 31, 2014

Dear members,

The Directors are pleased to present the 33rd ANNUAL REPORT of your company together with the Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS (Rs. in Crores)

2013-2014 2012-2013

Total Revenue 4,225.13 3,469.08

Profit before Depreciation 288.62 247.80

Less: Depreciation 69.54 52.25

Profit before Tax 219.08 195.55

Less: Provision for Tax including 72.71 57.89 Deferred Tax

Net Profit after Tax 146.37 137.66

Add: Surplus brought forward from 794.75 715.31 previous year

Profit available for appropriation: 941.12 852.97 APPROPRIATIONS :

Transfer to General Reserve 30.00 30.00

Transfer to Debenture Redemption - 2.00 Reserve

Proposed Dividend on Equity Shares 23.02 23.02

Corporate Tax on Proposed Dividend 3.36 3.20

Balance carried to Balance Sheet 884.74 794.75

TOTAL 941.12 852.97

OPERATIONAL HIGHLIGHTS

The gross revenue of the Company grew by 21.8% to Rs. 4,225.13 Crores as against Rs. 3,469.08 Crores in the previous year. Total Export Turnover (including overseas projects) was Rs. 1,838.46 crores or approx. 43.5% of revenues in 2013-14.

The net profit for the year stood at Rs. 146.37 Crores as against Rs. 137.66 Crores in 2012-13.

Your company has supplied 178,209 MTs of Transmission Line Towers as against 142,745 MTs in preceding year, which is higher by 24.8%.

Your company has an order book of over Rs. 6,500 Crores excluding fairly placed bids.

The consolidated gross revenue of the Company grew by 16.6% to Rs. 7,235 Crores as against Rs. 6,206.49 Crores

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March 31, 2014 @ Rs. 1.50 (75%) per equity share of Rs. 2 each considering overall profitability and growth of Company.

TRANSMISSION BOOT PROJECT

During the year under review, Jhajjar KT Transco Pvt Ltd. (SPV of your company) has been awarded Silver Shield for the year 2011-12 in the category of ''Early Completion of Transmission Projects'' by Ministry of Power for Jhajjar Power Transmission Project.

During the year company has formed a new SPV namely Kalpataru Satpura Transco Private Limited (KSTPL), which is wholly owned subsidiary of the Company, for its second DBFOT project from Madhya Pradesh State Electricity Board to build, own, operate and transfer 240 kms, 400 KV double circuit power transmission line between Satpura to Ashta, under Viability Gap Funding. KSTPL has achieved financial closure of the project. The project is progressing as per the schedule and expected to be commissioned on time.

SUBSIDIARIES

*. JMC Projects (India) Ltd. & its subsidiaries (JMC):

JMC has reported consolidated revenue of Rs. 2,672.29 crores as against Rs. 2,549.67 crores, which is 4.8% higher than the previous year. Profit/(Loss) before tax as well as profit/(loss) after tax stood at Rs. (3.26) crores and Rs. (10.61) crores as against Rs. 6.19 crores and Rs. 8.58 crores respectively.

JMC is executing 4 road BOT projects out of which 2 have already started tolling on provisional COD basis. Another project would be operational in 2014-15. Construction of the 4th project is under progress and expected to be commissioned on time.

JMC has a strong order book of Rs. 5,100 crores. Your company has invested Rs. 219.23 crores in JMC and holds 67.19% stake.

*. Shree Shubham Logistics Ltd (SSLL):

In reporting period, SSLL has achieved a turnover of Rs. 377.97 crores as against Rs. 243.21 crores, registering a growth of 55.41%. SSLL reported profit of Rs. 22.18 crores as against Rs. 14.59 crores.

Currently, SSLL is operating and managing over 147 warehouses (owned & leased) with total storage capacity of over 17 lakh Metric Tonnes across states of Rajasthan, Gujarat, Madhya Pradesh and Maharashtra. In order to play a pivotal role in the burgeoning Agri-business in India, SSLL further plans of expansion in the states of Andhra Pradesh, Chhattisgarh, Delhi and Uttar Pradesh and would be developing an additional storage capacity of around 5 Lacs MT.

At the year end, investment of your Company in SSLL was Rs. 105.90 crore (Rs. 211.35 crore) as equity shares, preference share capital and loan. SSLL is 76.6% Subsidiary of your company.

*. Energylink (India) Ltd (ELL):

ELL through its 100% subsidiary namely, Saicharan Properties Limited which has land to implement commercial cum residential project in Indore. This project is expected to commence construction during financial year 2014-15.

At the year end, investment of your Company in ELL was Rs. 183.77 crores as capital and loan. ELL is a Wholly Owned Subsidiary of your Company.

*. Amber Real Estate Ltd. (Amber):

Amber has completed construction & development of commercial building for IT/Software Technology Park at

Thane, Maharashtra during the year under review. At the year end, investment of your Company in Amber was Rs. 178.52 crore as capital and loan. It is a Wholly Owned Subsidiary of your Company.

*. Adeshwar Infrabuild Ltd.(Adeshwar):

Adeshwar was incorporated to venture into new areas of business which can be conveniently or advantageously run by company in the coming years which may include mining, cement, etc. At the year end, investment of your Company in Adeshwar was Rs. 0.26 crore as capital and loan. It is a Wholly Owned Subsidiary of your Company.

*. Kalpataru Power Transmission-USA, INC.

This company was incorporated to increase focus on American markets with local presence. Total income of the company for the year was Rs. 9.75 crore (Rs. 2.14 crore) with Loss of Rs. 1.16 crore (Rs. 0.99 crore). Your Company has invested Rs. 2.28 crore (Rs. 2.28 crore) as capital and loan in this company. It is a Wholly Owned Subsidiary of your Company.

*. Kalpataru SA (Proprietary) Ltd.:

This Company was formed in South Africa to bid for EPC Power Transmission jobs in South Africa. Your Company has invested Rs. 0.32 crore towards equity capital in this company. It is a Wholly Owned Subsidiary of your Company.

*. Kalpataru Power Transmission (Mauritius) Ltd.(KPTML):

This Company was incorporated to engage in investment holding activities. Your Company has invested Rs. 6.7 crore (Rs. 3.54 crore) as capital and loan in this Company. It is a Wholly Owned Subsidiary of your Company.

KPTML has a 100% wholly owned subsidiary in Dubai, namely Kalpataru Power JLT in DMCC of UAE. Total income of the Company for the year was Rs. 29.9 crore with a profit of Rs. O.44 crore. KPTML has invested Rs. 6.37 crore (Rs. 3.26 crore) as capital and loan in this company.

*. Kalpataru Power Transmission Ukraine:

This Company was incorporated to explore & execute Power Transmission contracts in Ukraine. Total income of the Company for the year was Rs. 188.47 crore with a profit of Rs. 2.55 crore. Your company made an investment of Rs. 0.27 crore (Rs. 0.27 crore) towards equity capital in this Company. It is a Wholly Owned Subsidiary of your Company.

*. Kalpataru Power Transmission Nigeria Ltd:

The Company was incorporated to explore the Power Transmission market in Nigeria. Your company has invested Rs. 0.87 crore (Rs. 0.82 crore) towards equity capital and loan in this company. It is a Wholly Owned Subsidiary of your company.

During the year under review, Kalpataru Power Transmission International BV, Netherland (financial holding company of Brazilian Company) and Kalpataru Industria E Commercio S.A., Brazil have been closed on account of uncertainety to take up any business in Brazilian market.

At the beginning of year, the Company had 18 direct and indirect subsidiary companies. During the year under review, one subsidiary company has been incorporated in India to implement the BOOT Project and two subsidiary companies have been closed. Accordingly, the number of direct and indirect subsidiaries of the Company is 17 as on the date of this Report. The statement pursuant to Section 212 (1) (e) of the Companies Act, 1956 containing details of these subsidiaries forms part of the Annual Report.

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 dated 8th February 2011 has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and jointly controlled entities.

DIRECTORS

Mr. K. V. Mani was appointed as an Additional Director and designated as an Independent Director of the Company w.e.f. 19th January, 2014. Pursuant to Section 161 of the Companies Act, 2013 and Articles of Association of the Company, Mr. K. V. Mani holds office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying his candidature for the office of the Board of Directors of the Company.

The Company had, pursuant to the provision of Clause 49 of the Listing Agreement entered into with the Stock Exchange, appointed Mr. Sajjanraj Mehta, Mr. Vimal Bhandari, Mr. Narayan Seshadri, Mr. Mahendra G. Punatar and Mr. K. V. Mani as an Independent Director of the Company. As per section 149 (4) of the Companies Act, 2013, which came into effect from 1st April, 2014, every listed Company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance of the provision of Section 149 of the Companies Act, 2013, these Directors are being appointed as an Independent Director for a period of 5 years w.e.f. 1st April, 2014. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement.

Mr. Parag M. Munot is liable to retire by rotation at ensuing Annual General Meeting. Mr. Mofatraj P. Munot and Mr. Parag M. Munot have been associated with the Company for over 2 decades and have been instrumental in the growth and expansion of the Company. In light of their substantial ownership interest in the Company and their continued contribution to the development of the Company, at the ensuing Annual General Meeting (i) the terms of appointment of Mr. Mofatraj P. Munot as a Director are being varied such that the office of Mr. Mofatraj P. Munot will not liable to retire by rotation; and (ii) Mr. Parag M. Munot is being reappointed as a Director whose office will not liable to retire by rotation, as the term of his office expires at this Annual General Meeting.

The Company has received a notice in writing from a member of the Company signifying Mr. Parag M. Munot''s candidature for the office of the Board of Directors of the Company.

Mr. Manish Mohnot was appointed as a Director by the shareholders of the Company at the Annual General Meeting held on 14th July 2007 and Mr. Ranjit Singh was appointed as a Director by the shareholders of the Company at the Annual General Meeting held on 25th July 2013, each of whose offices are presently not liable to retire by rotation. In order to comply with the requirement of 152(6) of the Companies Act, 2013, in terms of which not more than 2 (two) Directors on the Board can be appointed as Directors whose office are not liable to retire by rotation, the terms of Mr. Manish Mohnot''s and Mr. Ranjit Singh''s appointment as Directors are being varied at the ensuing Annual General Meeting such that Mr. Manish Mohnot and Mr. Ranjit Singh be appointed as Directors whose offices shall be liable to retire by rotation.

A brief resume of directors being appointed / reappointed with the nature of their expertise, their shareholding in the Company and other details as stipulated under clause 49 of the Listing Agreement is appended as an annexure to the Notice of the ensuing Annual General Meeting.

STATEMENT OF DIRECTORS'' RESPONSIBILITY

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors based on representations received from Operating Management, confirm:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed;

(ii) That Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year;

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

(iv) That the Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a "going concern" basis.

FIXED DEPOSITS

Your company has not accepted fixed deposits from the public within provisions of Section 58-A and 58-AA of the Companies Act, 1956.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 25th July, 2013 (date of last Annual General Meeting) on the Company''s website (www.kalpatarupower. com), as also on the Ministry of Corporate Affairs'' website.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis outlining the business of the Company alongwith report on Corporate Governance is set out in Annexure forming part of this Report.

Your company has been practicing principles of good corporate governance over the years. Your Board of Directors supports broad principles of corporate governance. In addition to basic governance issues, Board lays strong emphasis on transparency, accountability and integrity.

AUDITOR AND AUDITORS'' REPORT

Board of Directors has recommended appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as auditors of your company who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

M/s. Deloitte Haskins & Sells, Chartered Accountants have given their consent to act as auditors, if re-appointed. Members are requested to consider their re-appointment from the conclusion of this annual general meeting till the conclusion of the annual general meeting of the financial year 2017-18 i.e. for a period

4 year ending on 31st March 2018. Auditors comments on your company''s accounts for year ended March 31, 2014 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

COST AUDITORS:

M/s. K.G. Goyal & Associates, Cost Accountants has been appointed as Cost Auditor of the Company for the financial year 2013-14. The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2013 was September 27, 2013 and the Cost Audit Reports were filed by the Cost Auditor on September 25, 2013.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be set out in Annexure to the Directors'' Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding aforesaid information is being sent to all the Members of company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 217(1) (e) of the Companies Act, 1956 is annexed hereto and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, valued Customers, Suppliers and Business Associates for their support and confidence in the Company.

Your Directors gratefully appreciate the co-operation and assistance extended by various Central and State Governmental Agencies. Your Directors also place on record their appreciation for overwhelming co-operation and assistance extended to your company by its employees.

On behalf of the Board of Directors

Place: Mumbai Mofatraj P. Munot Date: August 4, 2014 Chairman

Mar 31, 2013

TO. THE MEMBERS,

The Directors are pleased to present the 32nd ANNUAL REPORT of your company together with the Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS (Rs. in billion)

2012-2013 2011-2012

Total Revenue 34.69 31.43

Profit before Depreciation 2.48 2.72

Less: Depreciation 0.52 0.48

Profit before Tax 1.96 2.24

Less: Provision for Tax including 0.58 0.59 Deferred Tax

Net Profit after Tax 1.38 1.65

Add: Surplus brought forward from 7.15 6.13 previous year

Profit available for appropriation: 8.53 7.78

APPROPRIATIONS :

Transfer to General Reserve 0.30 0.30

Transfer to Debenture Redemption 0.02 0.07 Reserve

Proposed Dividend on Equity 0.23 0.23 Shares

Corporate Tax on Proposed 0.03 0.03 Dividend

Balance carried to Balance Sheet 7.95 7.15

TOTAL 8.53 7.78

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March 31, 2013 @ Rs. 1.50 (75%) per equity share of Rs. 2 each considering overall profitability and growth of Company.

OPERATIONAL HIGHLIGHTS

The gross revenue of the Company grew by 10.4% to Rs. 34.69 billion (USD 638 million) as against Rs.31.43 billion (USD 614 million) in the previous year. Total Export Turnover (including overseas projects) was Rs. 12.94 billion (USD 238 million) or approx. 37% of revenues in 2012-13.

The net profit for the year stood at Rs.1.38 billion (USD 25 million) as against Rs.1.65 billion (USD 32 million) in 2011-12.

Your company has supplied 142,745 MT of Transmission Line Towers as against 1,30,903 MT in preceding year, which is higher by 9%.

Your company has an order book of over Rs.68 billion (USD 1.25 billion) excluding fairly placed bids.

Your Company has commenced commercial production of transmission tower at its Greenfield, State of Art facility at Raipur Chhattisgarh having total production capacity of 55,000 MT With this expansion, your Company''s total production capacity has reached over 180,000 MT and your Company has become largest tower manufacturing company of India and one of the largest of Globe.

Transmission BOOT Project

The first intra state transmission DBFOT(Development of a 400 kV/220 kV transmission system for the evacuation of electricity from the 2 x 660 MW thermal power plant at Jhajjar, Haryana) project for Harayana Vidhyut Prasaran Nigam Ltd has been commissioned by SPV of your Company and is running successfully above the committed load level.

Your Company is successful in securing one more DBFOT project from Madhya Pradesh State Electricity Board to built, own, operate & transfer 240 Kms, 400 KV Double Circuit Power Transmission line between Satpura to Ashta, under Viability Gap Funding for concession period of 25 years with construction period of 15 months with optional extension of 10 years on annuity basis.

SUBSIDIARIES

JMC Projects (India) Ltd. & its subsidiaries (JMC):

JMC has reported consolidated revenue of Rs.25.56 billion (USD 470 million) as against Rs.20.76 billion (USD 407 million), which is 23% higher than the previous year. Profit before tax as well as profit after tax stood at Rs.62 million and Rs.86 million as against Rs.576 million and Rs.452 million respectively

JMC is executing 4 road projects on DBFOT basis, out of which 3 are for NHAI and one for MPRNL. Out of 4 projects, 2 are expected to be commissioned in financial year 2013-14 and other 2 are expected to be commissioned in financial year 2014-15.

JMC has a strong order book exceeding Rs. 56 billion (USD 1.03 billion). Your company has invested Rs. 2.19 billion in JMC and holds 67.19% stake.

Shree Shubham Logistics Ltd (SSLL):

In reporting period, SSLL has achieved a turnover of Rs. 2.43 billion as against Rs. 2.04 billion, registering a growth of 19%. SSLL reported profit of Rs. 146 million as against Rs. 32 million.

SSLL has signed an agreement with Tano India Private Equity Fund II to raise Rs. 0.8 billion to fund its capacity expansion plan. Tano made a choice of SSLL as it follows a differentiated and scalable model in the agri-logistics space.

Currently, SSLL is operating and managing 90 warehouses (owned & leased) with storage capacity of around 1.1 million Metric Tonnes and total floor plate area of around 6.0 Million Sq. Ft in the states of Rajasthan, Gujarat & Madhya Pradesh. The company will expand this capacity to 1.5 million Metric Tonnes by end of this financial year and to nearly 2 million Metric Tonnes over the next two to three financial years with a pan India presence.

At the year end, investment of your Company in SSLL was Rs.2.11 billion as equity shares, preference share capital and loan. SSLL is an 85% subsidiary of your Company

Energylink (India) Ltd (ELL):

ELL plans to foray into real estate business for which ELL has formed 100% subsidiary namely, Saicharan Properties Limited which has land to implement commercial cum residential project in Indore. This project is expected to commence construction during financial year 2013-14.

At the year end, investment of your Company in ELL was Rs.1.67 billion as capital and loan. ELL is a Wholly Owned Subsidiary of your Company.

Amber Real Estate Ltd. (Amber):

Amber has created a 0.32 Million Sq. Ft. of leasing space for IT/ Software Technology Park at Thane, Mumbai at cost of Rs.1.60 billion, which has recently got occupancy certificate. At the year end, investment of your Company in Amber was Rs.1.33 billion as capital and loan and it is a Wholly Owned Subsidiary of your Company Adeshwar Infrabuild Ltd.(Adeshwar):

Adeshwar was incorporated to venture into new areas of business which can be conveniently or advantageously run by company in the coming years which may include mining, cement, etc. At the year end, investment of your Company in Adeshwar was Rs. 2.55 million as capital and loan. It is a Wholly Owned Subsidiary of your Company.

Kalpataru Power Transmission-USA, INC.

This company was incorporated to increase its focus on American markets with local presence. Total income of the company for the year was Rs. 21.44 million with Loss of Rs. 9.87 million. Your Company has invested Rs. 22.82 million as capital and loan in this company. It is a Wholly Owned Subsidiary of your Company Kalpataru SA (Proprietary) Ltd.:

This Company was formed in South Africa to bid for EPC Power Transmission jobs in South Africa. Your Company has invested Rs.6.40 million towards equity capital in this company. It is a Wholly Owned Subsidiary of your Company

Kalpataru Power Transmission Nigeria Ltd.:

This Company was incorporated to explore the Power Transmission market in Nigeria. Your company has invested Rs. 8.25 million towards equity capital and loan in this company. It is a Wholly Owned Subsidiary of your Company Kalpataru Power Transmission (Mauritius) Ltd.(KPTML):

This Company was incorporated to engage in investment holding activities. Your Company has invested Rs. 35.42 million as capital and loan in this Company It is a Wholly Owned Subsidiary of your Company KPTML has a 100% wholly owned subsidiary in Dubai, namely Kalpataru Power JLT in DMCC of UAE. KPTML has invested Rs. 32.64 million as capital and loan in this company

Kalpataru Power Transmission International BV, Netherland (KPTIBV). :

This Company was incorporated as financial holding company Your Company has Rs. 34.80 million as capital and loan in this Company. It is a Wholly Owned Subsidiary of your Company.

During the year, this company has formed a 100% wholly owned subsidiary in Brazil, namely Kalpataru Industria E Commercio S.A., Brazil, in which KPTIBV has invested Rs. 24.10 million as capital.

Kalpataru Power Transmission Ukraine:

This Company was incorporated to explore & execute Power Transmission contracts in Ukraine. Your company made an investment of Rs.2.73 million towards equity capital in this Company It is a Wholly Owned Subsidiary of your Company

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company.

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and jointly controlled entities.

DIRECTORS

Mr. Ranjit Singh was appointed as an Additional Director of the Company w.e.f. 31st October, 2012. Pursuant to Section 260 of the Companies Act, 1956 and Article 114 of Articles of Association of the Company, Mr. Ranjit Singh hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying his candidature for the office of the Board of Director of the Company

Mr. Ranjit Singh was appointed as a Managing Director of the Company for a period of 5 year w.e.f. 1st November, 2012.

Mr. Pankaj Sachdeva has resigned as a Director and Managing Director of the Company w.e.f. 31st October, 2012. The Directors would like to place on record their sincere appreciation of the contribution made by Mr. Pankaj Sachdeva during his tenure on the Board since 2008.

In accordance with provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your company Mr. Mofatraj P. Munot and Mr. Sajjanraj Mehta are liable to retire by rotation at ensuing Annual General Meeting and being eligible they have offered themselves for re-appointment.

A brief resume of directors being appointed / reappointed with the nature of their expertise, their shareholding in the Company as stipulated under clause 49 of the Listing Agreement is appended as an annexure to the Notice of the ensuing Annual General Meeting.

STATEMENT OF DIRECTORS'' RESPONSIBILITY

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors based on representations received from Operating Management, confirm:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards had been followed;

(ii) That Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year;

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

(v) That the Directors had prepared the annual accounts for the financial year ended March 31, 2013 on a "going concern" basis.

FIXED DEPOSITS

During the year, your company has not accepted fixed deposits from the public within provisions of Section 58-A and 58-AA of the Companies Act, 1956.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, confirming compliance is set out in Annexure forming part of this report.

Your company has been practicing principles of good corporate governance over the years. Your Board of Directors supports broad principles of corporate governance. In addition to basic governance issues, Board lays strong emphasis on transparency, accountability and integrity,

AUDITORS AND AUDITORS'' REPORT

Board of Directors have recommended appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as auditors of your company who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

M/s. Deloitte Haskins & Sells, Chartered Accountants have given their consent to act as auditors, if re-appointed. Members are requested to consider their re-appointment. Auditors comments on your company''s accounts for year ended March 31, 2013 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

COST AUDITORS:

M/s. K.G. Goyal & Associates, Cost Accountants has been appointed as Cost Auditor of the Company for the financial year 2012-13.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2012 was February 28, 2013 and the Cost Audit Reports were filed by the Cost Auditor on February 28, 2013.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be set out in Annexure to the Directors'' Report. However, as per provisions of Section 219(1 )(b) (iv) of the said Act, the Annual Report excluding aforesaid information is being sent to all the Members of company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to company

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 217(1)(e) of the Companies Act, 1956 is annexed hereto and forms part of this Report,

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, valued Customers, Suppliers and Business Associates for their support and confidence in the Company

Your Directors gratefully appreciate the co-operation and assistance extended by various Central and State Governmental Agencies. Your Directors also place on record their appreciation for overwhelming co-operation and assistance extended to your company by its employees.

On behalf of the Board of Directors

Place: Mumbai MOFATRAJ P. MUNOT

Date: May 16, 2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure to present the 31st ANNUAL REPORT on the business and operations of your company together with the Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in billion)

2011-2012 2010-2011

Total Revenue 31.43 29.85

Profit before Depreciation 2.72 3.03

Less: Depreciation 0.48 0.46

Profit before Tax 2.24 2.57

Less: Provision for Tax 0.59 0.66 including Deferred Tax

Net Profit after Tax 1.65 1.91

Add: Surplus brought 6.13 4.87 forward from previous year

Profit available for 7.78 6.78 appropriation:

APPROPRIATIONS :

Transfer to General 0.30 0.30 Reserve

Transfer to Debenture 0.07 0.09 Redemption Reserve

Proposed Dividend on 0.23 0.23 Equity Shares

Corporate Tax on 0.03 0.03 Proposed Dividend

Balance carried to Balance 7.15 6.13 Sheet

TOTAL 7.78 6.78

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March 31, 2012 @ Rs 1.50 (75%) per equity share of Rs2 each considering overall profitability and growth of Company.

FINANCIAL & OPERATIONS REVIEW

The gross revenue of the Company grew by 5.3% to Rs 31.43 billion (USD 614 million) as against Rs 29.85 billion (USD 584 million) in the previous year. Total Export Turnover (including overseas projects) was Rs 9.10 billion (USD 178 million) or approx.29% of revenues in 2011-12.

The net profit for the year stood at Rs 1.65 billion (USD 32 million) as against Rs 1.91 billion ( USD 37 million) in 2010-11.

Your company has supplied 130,903 MTs of Transmission Line Towers as against 129,217 MTs in preceding year, which is higher by 1.3%.

Your company has an order book of over Rs 61 billion (USD 1.17 billion) excluding fairly placed bids.

Having 108,000 MTs of production capacity at Gandhinagar, Gujarat, your company has planned to expand its capacity by further 30,000 MTs by creating ultra modern state of the art manufacturing capacity near Raipur in the state of Chhattisgarh to cater the demand in eastern and southern region of India having promising market going forward. It is expected to achieve the Commercial Production by October, 2012.

Transmission BOOT Project

Company has successfully completed and commissioned its first transmission BOOT project in the month of March, 2012, which was under SPV namely, Jhajjar KT Transco Pvt. Ltd. It is first state level DBFOT project, which is completed by your company in joint venture.

The project was completed in record time of 15 months, overcoming all site level execution challenges. SPV has initial concession period of 25 years with an options of extension for another 10 years. The SPV will receive terminal value equivalent to 30 months revenue i.e. approx. Rs 1.35 billion at the end of 25th year of concession period in case the concession period does not get extended to 35 years.

SUBSIDIARIES

JMC Projects (India) Ltd. & its subsidiaries (JMC):

JMC has reported consolidated revenue of Rs 20.83 billion (USD 407 million) as against Rs 13.83 billion (USD 270 million), which is 51% higher than the previous year. Profit before tax as well as profit after tax stood at Rs 576 million and Rs 452 million as against Rs 476 million and Rs 355 million respectively.

JMC is executing 2 DBFOT basis road project for NHAI and also in receipt of two more DBFOT basis projects during reporting period which are 1. BOT Road project from Nagpur to Wainganga on Toll basis in Maharashtra for NHAI & 2. BOT Road project - 4 Laning of Rewa- MP /UP Border on NH7 Road in Madhya Pradesh for NHAI

JMC has a strong order book exceeding Rs 56 billion (USD 1.09 billion). The company has invested Rs 2.19 billion and holds 67.19% stake in JMC.

Shree Shubham Logistics Ltd (SSLL):

In reporting period, SSLL has achieved a turnover of Rs 2.04 billion as against Rs 1.36 billion, registering a growth of 49%. SSLL reported profit of Rs 32 million as against Rs 24 million.

SSLL has done financial closure of its 2nd phase of expansion in Rajasthan, Madhya Pradesh and Maharashtra at cost of around Rs 2.80 billion, which is expected to be over by June, 2013.

At the year end, investment of your company in SSLL was Rs 1.35 billion as equity shares, preference share capital and loan. SSLL is an 85% Subsidiary of your company.

Energylink (India) Ltd (ELL):

ELL plans to foray into real estate business and for which EIL has 100% subsidiary named, Saicharan Properties Limited which has land to implement commercial cum retail project in Indore. This project is expected to commence construction in 2013.

At the year end, investment of your company in ELL was Rs 1.53 billion as capital and loan. ELL is a Wholly Owned Subsidiary of your company.

Amber Real Estate Ltd. (Amber):

Amber is in process of creating leasing space for IT/Software Technology park at Thane, Mumbai is expected to be completed by June, 2012. At year end, investment of your company in Amber was Rs 523 million as capital and loan and it is a Wholly Owned Subsidiary of your company.

Adeshwar Infrabuild Ltd. (Adeshwar):

Adeshwar was incorporated as wholly owned subsidiary to venture into new areas of business which can be conveniently or advantageously run by company in the coming years which may include mining, cement etc. At the year end, investment of your company in Adeshwar was Rs 2.55 million as capital and loan. It is a Wholly Owned Subsidiary of your company.

Jhajjar Power Transmission Private Ltd.(JPTPL)

JPTPL was incorporated as a subsidiary company for doing transmission project on BOOT, BOOM, DBFOT basis. At the year end, investment in JPTPL was Rs 0.51 lacs as share capital. JPTPL is an 51% subsidiary of your company.

Kalpataru Power Transmission-USA, INC.

This company was incorporated as a 100% subsidiary of your company to increase its focus on American markets with local presence. Total income of the company for the year was Rs 117 million with profit of Rs 1.08 million. Your company has invested Rs 22.8 million as capital and loan in this company.

Kalpataru SA (Proprietary) Ltd.:

This Company was formed in South Africa to bid for EPC Power Transmission jobs in South Africa. During the year, this Company become wholly owned subsidiary of your Company on purchase of shares from erstwhile JV partner. Your company made investment of Rs 6.4 million towards equity capital and other expenses.

Kalpataru Power Transmission Nigeria Ltd.:

This Company was incorporated as a 100% subsidiary of your Company to explore the Power Transmission market in Nigeria. Your company made an investment of Rs 7.6 million towards equity capital and loan.

Kalpataru Power Transmission (Mauritius) Ltd.(KPTML):

This Company is a 100% subsidiary, in which your Company has invested Rs 17 million as capital and loan.

During the year, this Company has incorporated a 100% wholly owned subsidiary in Dubai, namely Kalpataru Power JLT in DMCC of UAE, in which KPTML has invested Rs 14 million as capital and loan.

Kalpataru Power Transmission Netherland International BV:

This company is incorporated as 100% subsidiary of your Company, in which your company has invested Rs 1.2.million as capital and loan.

STATEMENT OF DIRECTORS' RESPONSIBILITY

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors based on representations received from Operating Management, confirm:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed;

(ii) That Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year;

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

(iv) That the Directors had prepared the annual accounts for the financial year ended March 31, 2012 on a "going concern" basis.

Corporate Governance

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, confirming compliance is set out in Annexure forming part of this report.

Your company has been practicing principles of good corporate governance over the years. Your Board of Directors supports broad principles of corporate governance. In addition to basic governance issues, Board lays strong emphasis on transparency, accountability and integrity.

DIRECTORS

In accordance with provisions of the Companies Act, 1956 and the Articles of Association of your company, Mr. Vimal Bhandari, Mr. Narayan Seshadri, Mr. Parag Munot are liable to retire by rotation at ensuing Annual General Meeting and being eligible they have offered themselves for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member pf the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and jointly controlled entities.

AUDITORS AND AUDITORS' REPORT

Board of Directors have recommended appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as auditors of your company who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

M/s. Deloitte Haskins & Sells, Chartered Accountants have given their consent to act as auditors, if re-appointed. Members are requested to consider their re-appointment. Auditors comments on your company's accounts for year ended March 31, 2012 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

COST AUDITORS:

M/s. K.G. Goyal & Associates, Cost Accountants has been appointed as Cost Auditor of the Company in compliance with Central Government's order F. No.52/26/CAB-2010 dtd.

02/05/2011 and 30/06/2011, Notification No.G.S.R.429(E) dtd. 03/06/2011 and Circular No.15/2011 issued by Ministry of Corporate Affairs for conducting cost audit and issuance of compliance report respectively under the provisions of section 233B of the Companies Act, 1956 for the financial year 2011-12.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be set out in Annexure to the Directors' Report. However, as per provisions of Section 219(1)

(b)(iv) of the said Act, the Annual Report excluding aforesaid information is being sent to all the Members of company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 217(1)(e) of the Companies Act, 1956 is annexed hereto and forms part of this Report.

DEPOSITS

Your company has not accepted deposits from the public within provisions of Section 58-A and 58-AA of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, valued Customers, Suppliers, and Business Associates for their support and confidence in the Company.

Your Directors gratefully appreciate the co-operation and assistance extended by various Central and State Governmental Agencies. Your Directors also place on record their appreciation for overwhelming co-operation and assistance extended to your company by its employees.

On behalf of the Board of Directors

Place: Mumbai MOFATRAJ P. MUNOT

Date: May 21 , 2012 CHAIRMAN

Mar 31, 2011

The Directors have pleasure to present the 30th ANNUAL REPORT on the business and operations of your company together with the Audited Statement of Accounts for the year ended March 31, 2011.

2010-2011 2009-2010

PARTICULARS (Rs. in billion) (Rs. in billion)

FINANCIAL RESULTS

Total Revenue 29.85 27.13

Profit before Depreciation 3.03 2.66

Less: Depreciation 0.46 0.38

Profit before Tax 2.57 2.28

Less: Provision for Tax 0.69 0.56

Less: Provision for deferred Tax (0.03) 0.01

Net Profit after Tax 1.91 1.71

Add: Surplus brought forward from previous year 4.87 3.76

Add: Prior years adjustments - -

Profit available for appropriation 6.78 5.47

APPROPRIATIONS :

Transfer to General Reserve 0.30 0.25

Transfer to Debenture Redemption Reserve 0.09 0.09

Proposed Dividend on Equity Shares 0.23 0.23

Corporate Tax on Proposed Dividend 0.03 0.03

Balance carried to Balance Sheet 6.13 4.87

6.78 5.47

DIVIDEND

Your Directors are pleased to recommend payment of dividend for the year ended March 31, 2011 @ Rs.1.50 (75%) per equity share of Rs.2 each considering overall prefi bility and growth of Company.

QIB Issue and Sub-division of Shares:

Fuel the growth plan of the Company and its subsidiaries, Company has raised Rs.4.50 billion on issuance of 4,192,114 Equity Shares to Qualifi ed Institutional Buyers (QIB) at a price of Rs.1,074.20 per share. As per the object of the QIB issue the QIB Fund is mainly used investment in subsidiary companies, SPV company, Capital Expenditure, stratagic diversifi cation/ investment and unutilised funds are temporarily invested in Mutual Funds and Bank Deposits.

Further Company has sub-divided its equity shares of Rs.10/- each to Rs.2/- each on 8th September, 2010 to make the stock more liquid for the shareholders and prospective investors.

FINANCIAL & OPERATIONAL REVIEW

The gross revenue of the Company grew by 10% to Rs.29.85 billion (USD 669 million) as against Rs.27.13 billion (USD 601 million) in the previous year. Total Export Turnover (including overseas projects) was Rs. 9.70 billion (USD 217 million) or approx. 32% of gross revenues in 2010-11.

The company reported rise by 13% in Profit before tax of Rs.2.57 billion in 2010-2011 as against Rs.2.28 billion in 2009-10.

Your company has supplied 129,217 MTs of Transmission Line Towers as against 120,760 MTs in preceding year, which is higher by 7%.

Your company has an order book of over Rs.55 billion excluding fairly placed bids.

Having 108,000 MTs of production capacity at Gandhinagar, Gujarat, your company has planned to expand its capacity by further 30,000 MTs by creating ultra modern state of the art manufacturing capacity near Raipur in the state of Chhattisgarh to cater the demand in eastern and southern region of India having promising market going forward. Land acquisition is almost over and proposed facilities are expected to achieve commercial production by January, 2012.

Transmission BOOT Project

A SPV of your Company namely, Jhajjar KT Transco Pvt. Ltd. has successfully achieved Financial Closure of 1st DBFOT Project (VGF basis) of 400 KV, 100 Km. Power Transmission line from Jharli to Bawana Project from Haryana Vidyut Prasaran Nigam Ltd. (HVPNL). The SPV has secured term debt of Rs. 2.76 billion from consortium of lenders.

The project has to be completed over a period of 14 months from the date of financial closure. The SPV has also obtained transmission licence from Haryana Electricity Regulatory Commission (HERC ) to construct and operate this line for initial concession period of 25 years with an options of extension for another 10 years.

The SPV will receive terminal value equivalent to 20 months revenue i.e. approx. Rs. 1 billion at the end of 25th year of concession period in case the concession period does not get extended to 35 years. The project is progressing as per schedule and both SPV partners are working towards achieving the commssioning before time.

SUBSIDIARIES

JMC Projects (India) Ltd. and its subsidiaries (JMC):

JMC has reported consolidated revenue of Rs. 13.85 billion (USD 310 million) as against Rs.13.25 billion (USD 297 million) in corresponding period. Profit before tax as well as Profit after tax stood at Rs.475 million and Rs.372 million as against Rs.531 million and Rs.396 million in the previous year respectively. The company could not achieve the desired growth due to delay in commencement of work in few projects due to external factors.

JMC has also received its 2 DBFOT basis project for Two Laning of Agra to Aligarh of NH-97 from NHAI.

JMC has an order book exceeding Rs.41.50 billion (USD 929 million). Your company has strengthened JMC in terms of its capital base and business profi le (through diversifi cation) which will enable the company to achieve rapid growth. The company has invested Rs.905 million through preferential allotment in JMC and on account of preferential allotment and open offer to existing shareholders, your companys stake in JMC increased to 67.19% from 53.01%.

Shree Shubham Logistics Ltd (SSLL):

In reporting period, SSLL has achieved a turnover of Rs.1,360 million as against Rs.884 million in corresponding period, registering a growth of 54%. SSLL reported net Profit of Rs. 23.9 million as against loss of Rs.36.5 million in the corresponding period. The progress of company is satisfactory and expected to improve year on year.

At the year end, investment of your company in SSLL was Rs.1,091 million as equity shares, preference share and loan. SSLL is an 85% Subsidiary of your company.

Energylink (India) Ltd (ELL):

ELL plans to foray in to construction of commercial complexes and integrated township targeting middle and upper middle class households. ELL has 100% Subsidiary, Saicharan Properties Limited which has land to implement commercial cum retail project in Indore.

At the year end, investment of your company in ELL was Rs. 1.39 billion as capital and loan. ELL is a Wholly Owned Subsidiary of your company.

Amber Real Estate Ltd. (Amber):

Amber is in process of creating leasing space for IT/Software Technology park at Thane, Mumbai is expected to be completed in 2012. At year end, investment of your company in Amber was Rs. 265 million as capital and loan and it is a Wholly Owned Subsidiary of your company.

Saicharan Properties Ltd, 100% Subsidiary of Energylink (India) Ltd. (SPL):

SPL is proposing a commercial cum retail project in the heart of city of Indore where it has approximately 12,600 sq. meter of free hold land. Project completion would take 2-3 years from the date of commencement of construction. At the year end, investment by ELL in SPL was Rs. 1.38 billion as capital and loan.

Adeshwar Infrabuild Ltd. (Adeshwar):

Adeshwar was incorporated as wholly owned subsidiary to venture into new areas of business which can be conveniently or advantageously run by company in the coming year which may include mining, cement etc. At the year end, investment of your company in Adeshwar was Rs. 2.4 million as capital and loan. It is Wholly Owned Subsidiary of your company.

Jhajjar Power Transmission Private Ltd. (JPTPL)

During the year Company has incorporated one more subsidiary company for doing transmission project on BOOT, BOOM, DBFOT basis. At the year end, investment of your Company in JPTPL was Rs.0.51 lacs as capital.

Kalpataru Metfab Private Ltd. (KMPL)

This company was incorporated as a wholly owned subsidiary of your company during the year for venturing into newer business opportunities. At the year end, investment in KMPL was Rs.0.10 million as capital.

Kalpataru SA (Proprietary) Ltd.:

This Company was formed in South Africa to bid for EPC Power Transmission jobs in South Africa. This is a Joint Venture between your company and a local company named as PDNA Holdings (Pty) Ltd. who are 25.1% stakeholder in this company. Your Company made an initial investment of Rs.4.9 million towards equity capital and other expenses.

Kalpataru Power Transmission Nigeria Ltd.:

This Company was incorporated as a 100% subsidiary of your Company to explore the Power Transmission market in Nigeria. Your company made an investment of Rs.3.9 million towards equity capital and loan.

Kalpataru Power Transmission (Mauritius) Ltd.:

This company is a 100% subsidiary in which your company has invested Rs.2.0 million as capital and loan.

Kalpataru Power Transmission-USA, INC.

This company was incorporated as a 100% subsidiary of your company to increase our focus on American markets with local presence. This Company has received two start up orders worth Rs.98 Million. Total income of the company for the year was Rs. 12.93 million with loss of Rs. 2.60 million. Your company has invested Rs. 22.8 million as capital and loan in this company.

STATEMENT OF DIRECTORS RESPONSIBILITY

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors based on representations received from Operating Management, confi rm:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards had been followed;

(ii) That Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for the year;

(iii) That the Directors had taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts for the fi nancial year ended March 31, 2011 on a "going concern" basis.

CORPORATE GOVERNANCE

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, confi rming compliance is set out in Annexure forming part of this report.

Your company has been practicing principles of good corporate governance over the years. Your Board of Directors supports broad principles of corporate governance. In addition to basic governance issues, Board lays strong emphasis on transparency, accountability and integrity.

DIRECTORS

In accordance with provisions of the Companies Act, 1956 and the Articles of Association of your company, Mr. Satya Pal Talwar, Mr. Mahendra G. Punatar and Mr. K.V. Mani are liable to retire by rotation at ensuing Annual General Meeting and being eligible they have offered themselves for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offi ce of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and jointly controlled entities.

AUDITORS AND AUDITORS REPORT

One of the Joint Auditor of the Company, M/s. Kishan M. Mehta & Co., Chartered Accountants have shown their unwillingness to continue as Auditor of the Company due to their pre- occupation. The Board records its appreciation for their over two decades of valuable services rendered to your company.

The Board of Directors have proposed to reappoint M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory

Auditor of the Company, who have consented to act as auditors, if re-appointed. Members are requested to consider their re-appointment.

Auditors comments on your Companys accounts for year ended March 31, 2011 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be set out in Annexure to the Directors Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding aforesaid information is being sent to all the members of Company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 217(1)(e) of the Companies Act, 1956 is annexed hereto and forms part of this Report.

DEPOSITS

Your company has not accepted deposits from the public within provisions of Section 58-A and 58-AA of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, valued Customers, Suppliers and Business Associates for their support and confi dence in the Company.

Your Directors gratefully appreciate the co-operation and assistance extended by various Central and State Governmental Agencies. Your Directors also place on record their appreciation for overwhelming co-operation and assistance extended to your company by its employees.

On behalf of the Board of Directors

Place: Mumbai MOFATRAJ P. MUNOT

Date: May 16 , 2011 CHAIRMAN

Mar 31, 2010

The Directors have the pleasure to present the 29th ANNUAL REPORT on the business and operations of your company together with the Audited Statement of Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS 2009-2010 2008-2009 Total Revenue 26.78 19.45 Profit before Depreciation 2.66 1.48 Less: Depreciation 0.38 0.27 Profit before Taxation 2.28 1.21 Less: Provision lor Taxation including Frinye Beneiitlax 0.56 0.23 Less: Provision tor deferred Taxation 0.01 0.03 Net Profit after Taxation 1.71 0.95 Add: Surplus brought forward from previous year 3.76 3.19 Profit available for appropriation: 5.47 4.14

APPROPRIATIONS : Transfer to General Reserve 0.25 0.12 Transfer to Debenture Redemption Reserve 0.03 0.20 Proposed Dividend on Equity Shares 0.23 0.20 Corporate Tax on Proposed Dividend 0.03 0.03 Balance carried to Balance Sheet 4.87 3.76 5.47 4.14 DIVIDEND

Your Directors are also pleased to recommend payment of dividend for the year ended March 31, 2010 @ Rs. 7.50 per equity share of Rs. 10 each on increased equity share capital of 30,692,114 Equity shares on account of allotment of 4,192,114 Equity shares to Qualilied institutional Buyers on May 6, 2010 under SEBI (ICDR) Regulation, 2009.

FINANCIAL & OPERATIONS REVIEW

Your companys strong order book and execution capabilities can be visualize by noticing an overall strong growth in terms of turnover and profitability. The gross revenue of the Company grew by 38% to Rs. 26.78 billion (USD .59 3 million) as against Rs. 19.45 billion (USD 431 million) in the previous year. Total Export Turnover (including overseas projects) was Rs. 11.58 billion (USD 256 million) or approx 43% of revenues in 2009-10 as against Rs. 5.19 billion (USD 102 million) in 2008-09.

The company reported growth of 89% in profit before tax of Rs. 2.28 billion in 2009-10 as against

Rs. 1.21 billion in 2008-09 on account of better management of material, project and working capital during the year.

Your company has supplied 1,20,760 MTs of Transmission Line Towers as against 89,477 MTs in preceding year, which is higher by 35%.

Your Company has successfully raised Rs. 4.50 billion by issue of further 4,192,1 14 Equity shares of Rs. 10 each at price of Rs. 1074.20 per shares to Qualilied Financial Institutions on May 6, 2010 under Chapter VIII of SEBI (ICDR) Regulation, 2009. The funds shall be used for capital expenditure, expansion of manufacturing capacity (transmission line towers), long-term investment in FFP, BOT, BOOT and BOOM projects, development of EPC services, further investment in existing divisions and subsidiaries and working capital purposes.

Your Company has secured its first Independent Power Transmission Company (lPTC) project in consortium for Harvana Vidvut Frasaran Nigam Ltd. to undertake development and operation / maintenance of the 100 kms 400 kV / 220 kV transmission system project through Public Private Partnership on Design, Build, Finance, Operate and Transfer basis for the evacuation of electricity from the 2 x 660 MW thermal power plant at Jhajjar, Harvana.

Your company has an order book of over Rs. 50 billion excluding fairly placed bills.

SUBSIDIARIES

JMC Projects (India) Ltd.

And its subsidiary (JMC):

JMC lias reported consolidated revenue of Rs. 13.13. billion (USD 291 million) as against Rs. 1.3.12 billion (USD 180 million) in corresponding period. Profit before tax as well as profit after tax stood at Rs. 5 31 million and Rs. 396 million as against Rs. 520 million and Rs. 368 million respectively. Abandonment of the major NHAI road project by the client and delay in commencement of lew power projects were the bottlenecks in achieving desired growth during the year.

JMC has also received its first DI3FOT basis project in consortium for Four Laning of Rohtak to Bawal of NH-71 of 8 3 kms from NHAI.

JMC has an order book exceeding Rs.26.71 billion (USD 66 3 million). Your company has strengthened JMC in terms of its capital base and business profile (through diversification) and improved financial discipline which will enable the company to achieve rapid growth. The company has invested Rs.942 million in JMC and holds 53.01% stake in JMC.

Shree Shubham Logistics Ltd (SSLL):

In reporting period, SSLL has achieved a turnover of Rs884 million as against Rs.560 million in corresponding period, registering a growth of 58%.SSLL reported loss of Rs. 5 3 million as against profit of Rs 3.6 million in the corresponding period on account of delay in operation at all warehousing facilities and interest expenses.

SSLL has made significant progess during the reporting period on following count:

- All own logistic parks are operational with capacity of above 189,000 metric tons.

- Majority of logistic: parks are accredited by NCDEX

- Strategic tie up with Rajasthan Ware Housing Corporation Ltd. to run their 38 warehouses having capacity of more than 405000 Metric Tons.

- Tied up with banks as collateral manager and service provider to expand the base amongst the farmers and trading community

At the year end, investment of your company in SSLL was Rs. 776 million as equity shares, preference share capital and loan. SSLL. is an 80% Subsidiary of your company.

Encrgylink (India) Ltd (ELL):

ELL plans to foray in to construction of commercial complexes and integrated township targeting; middle and upper middle class income households. ELL has also entered into MOU, tor setting up a Multi Product SEZ with Government of Gujarat during "Vibrant Gujarat", an investors Meet for Infrastructure development and is in the process of acquiring land near Ahmadabad tor the same. During the year company has acquired 100% stake in Saicharan Properties Limited which is in process of implementing commercial cum retail project in Indore.

At the year end, investment of your company in ELL was Rs.l .28 billion as capital and loan. ELL is a Wholly Owned Subsidiary of your company.

Amber Real Estate Ltd. (Amber):

Amber is in process of creating approx. 592,000 sq. feet leasing space for IT/SoftwareTechnology park at Thane, Mumbai is expected to be completed by Dec, 2011 . At year end, investment of your company in Amber was Rs. 192 million as capita! & loan and it is a Wholly Owned Subsidiary of your company.

Saicharan Properties Ltd, 100% Subsidiary of Encrgylink (India) Ltd.(SAI):

SAI is proposing a commercial cum retail project in the heart of city of Indore where it has approximately 12600 sq. meter of free hold land. The project is expected to be completed by March 2013. At the year end, investment of your company in Saicharan was Rs. 1.25 billion as capital and loan through ELL.

Adeshwar Infrabuild Ltd., (Adeshwar):

Adeshwar was incorporated during the year as wholly owned subsidiary to venture into new areas of business which can be conveniently or advantageously run by company in the corning year which may include mining, cement, solar power, etc. At the year end, investment of your company in Adeshwar was Rs. 5 million as capital in this company. It is Wholly Owned Subsidiary of your company.

Kalpataru SA (Proprietary) Ltd.:

This Company was formed in South Alrica to bid for EPC Power Transmission jobs in South Africa. This

is a Joint Venture between your company and a local company named as EDNA Industries (Ptv) Ltd. who are 25.1% stakeholder in this company. Your company made an initial investment of Rs. 4,9 million towards equity capital and other expenses.

Kalpataru Power Transmission Nigeria Ltd.:

this Company was incorporated as a 100% subsidiary of your Company to explore the Power Transmission market in Nigeria.

Kalpataru Power Transmission (Mauritius) Ltd.:

This company is a 100% subsidiary in which your company has invested Rs. 1.1 million as capital and loan.

Kalpataru Power Transmission-USA, INC.

This company was incorporated as a 100% subsidiary of your company (luring the year to increase its focus on American markets with local presence. Your company has invested Rs. 9.3 million as capital and loan in this company.

During reporting period, all the above stated overseas subsidiaries are vet to commence business activities.

STATEMENT OF DIRECTORS RESPONSIBILITY

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors based on representations received from Operating Management, confirm:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards had been followed;

(ii) That Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial

year and of the profit of the company lor the year;

-

(iii) I hat the Directors had taken proper and suificient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual

accounts tor the financial year ended March 31, 2010 on a "going concern" basis.

CORPORATE GOVERNANCE

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, confirming compliance is set out in Annexure forming part of this report.

Your company has been practicing principles of good corporate governance over the years. Your Board of Directors supports broad principles of corporate governance. In addition to basic governance issues, Board lavs strong emphasis on transparency, accountability and integrity.

DIRECTORS

In accordance with provisions of the Companies Act, 1956 and the Articles of Association of your company, Mr. Mofatraj P Munot, Mr. Sajjanraj Mehta and Mr. Parag M. Munot are liable to retire by rotation at ensuing Annual General Meeting and being eligible they have offered themselves for re--appointment.

Mr. Shitin Desai, Independent Director, has resigned from his directorship w.e.f. May 10, 2010 due to his preoccupation. The Board of Directors records its appreciation tor his valuable services rendered to your Company during his tenure.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India.

AUDITORS AND AUDITORS REPORT

Board of Directors have recommended appointment of M/s. Kishan M. Mehta & Co., Chartered Accountants and M/s. Deloitte Haskins & Sells, Chartered Accountants as auditors of your company who retire at the conclusion of forthcoming Annual General Meeting and arc eligible for re-appointment.

M/s. Kishan M. Mehta & Co., Chartered Accountants and M/s. Deloitte Haskins & Sells, Chartered Accountants have given their consent to act as auditors, if re-appointed. Members are requested to consider their

re appointment. Auditors comments on your companys accounts for year ended March .31, 2010 are sell explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be set out in Annexure to the Directors Report. However, as per provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding aforesaid information is being sent to all the Members of company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 217(l)(e) of the Companies Act, 1956 is annexed hereto and forms part of this Report.

DEPOSITS

Your company has not accepted deposits from the public within provisions of Section 58-A and 58-AA of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, valued Customers, Suppliers, and Business Associates tor their support and confidence in the Company.

Your Directors gratefully appreciate the co-operation and assistance extended by various Central and State Governmental Agencies. Your Directors also place on record their appreciation for overwhelming co-operation and assistance extended to your company by its employees.

On behalf of the Board of Directors MOFATRAJ P. MUNOT

CHAIRMAN

Place: Mumbai Date: May 29,2010

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