Directors Report of KPI Green Energy Ltd.

Mar 31, 2024

The Board of Directors are pleased to present the 16^th Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2024 (FY 2023-24).

Financial Performance:

The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') and the provisions of the Companies Act, 2013 (''Act'').

The summarised financial highlight is depicted below:

('' in lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	72,375.96	48,752.96	1,02,390.01	64,378.63
Other Income	578.71	322.83	691.55	324.84
Total Income	72,954.67	49,075.79	1,03,081.56	64,703.47
Expenditure	47,679.85	33,380.48	68,705.66	43,529.70
Profit Earnings before interest, tax, depreciation and amortization (EBITDA)	25,274.82	15,695.31	34,375.90	21,173.77
Finance Cost	7,638.59	3,680.59	8,606.21	4,676.45
Depreciation	3,546.99	1,910.25	4,037.41	2,261.76
Extraordinary items/ Prior Period Items	30.54	46.13	30.54	48.59
Profit Before Taxation	14,058.70	10,058.34	21,701.74	14,186.97
Tax expenses	3,687.10	2,218.98	5,536.06	3,224.18
Profit for the period	10,371.60	7,839.36	16,165.68	10,962.79

1. Previous period/ year figures have been re-grouped/ re-classified wherever required.

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

Performance Highlights:

Consolidated:

Total revenue of the Company for the financial year 2023-24 stood at ''1,03,081.55 lakhs as against ''64,703.47 lakhs for the financial year 2022-23, showing an increase of 59%.

EBITDA for the financial year 2023-24 stood at ''34,375.90 lakhs as against ''21,173.77 lakhs for the financial year 2022-23, showing an increase of 62%.

Profit after tax for the financial year 2023-24 stood at ''16,165.68 lakhs as against ''10,962.79 lakhs for the financial year 2022-23 showing an increase of 47%.

Standalone:

Total revenue of the Company for the financial year 2023-24 stood at ''72,954.67 lakhs as against ''49,075.79 lakhs for the financial year 2022-23, showing an increase of 49%.

EBITDA for the financial year 2023-24 stood at ''25,274.82 lakhs as against ''15,695.31 lakhs for the financial year 2022-23, showing an increase of 61%.

Profit after tax for the financial year 2023-24 stood at ''10,371.60 lakhs as against ''7,839.36 lakhs for the financial year 2022-23 showing an increase of 32%.

Dividend and Reserves:

During the year under review, the Board of Directors of the Company has declared an interim dividend of Re. 0.25 (2.50%) and Re. 0.25 (2.50%) aggregating to ''0.50/ - (5%) per equity share

having a face value of ''10/ - each on the paid-up equity share capital of the Company

Further, the Directors have recommended a final dividend of Re. 0.20 (2%) per equity share for the financial year 2023-24 for the approval of the shareholders'' at the forthcoming 16^th Annual General Meeting of the Company The dividend payout is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company''s website at https://www.kpigreenenergy.com/policies-disclosures.html.

The Company has transferred the whole amount of Profit to retained earnings as per annexed audited Balance sheet for the year ended March 31, 2024.

Authorized and Paid-up Share Capital:

â¢ Change in Authorised Share Capital:

During the year under review, pursuant to the shareholders'' approval received in the 15^th Annual General Meeting dated September 29, 2023, the Company has increase the authorised share capital of the Company from ''40,00,00,000/ - (Rupees Forty Crores) divided into 4,00,00,000 (Four Crores) Equity

Shares of ''10/ - (Rupees Ten) each to ''45,00,00,000/ -(Rupees Forty Five Crores) divided into 4,50,00,000 (Four Crores Fifty lakhs) Equity Shares of ''10/ - (Rupees Ten) each by creation of additional 50,00,000 (Fifty lakhs) Equity Shares of ''10/ - (Rupees Ten) each ranking pari passu with the existing Equity Shares.

During the year under review, pursuant to the shareholders'' approval received by way of postal ballot dated February 7, 2024, the Company has increase the authorised share capital of the Company from ''45,00,00,000/ - (Rupees Forty Five Crores) divided into 4,50,00,000 (Four Crores Fifty lakhs) Equity Shares of ''10/ - (Rupees Ten) each to ''70,00,00,000/ - (Rupees Seventy Crores) divided into 7,00,00,000 (Seven Crores) Equity Shares of ''10/ - (Rupees Ten) each by creation of additional 2,50,00,000 (Two Crores Fifty lakhs) Equity Shares of ''10/ - (Rupees Ten) each ranking pari passu with the existing Equity Shares.

â¢ Issuance of the equity shares by way of preferential issue on private placement basis:

During the year under review, pursuant to the shareholders'' approval granted at the Extra-Ordinary General Meeting on November 3, 2023, the Company allotted 15,18,480 (Fifteen lakhs Eighteen Thousand Four Hundred Eighty) equity shares through a preferential issue on a private placement basis. The shares were issued at a price of ''830.15 (Rupees Eight Hundred Thirty and Paisa Fifteen) each, which includes a premium of ''820.15 (Rupees Eight Hundred Twenty and Paisa Fifteen)

per equity share with a face value of ''10/ - (Rupees Ten only). These shares were allotted to Dr. Faruk G. Patel, a promoter of the Company, during the Board of Directors meeting held on December 4, 2023. This allotment was made as consideration for the acquisition of 9,990 (Nine Thousand Nine Hundred Ninety) fully paid-up equity shares, representing 99.90% of the total paid-up capital of KPark Sunbeat Private Limited. The total consideration for this acquisition was ''1,26,07,92,245.70 (Rupees One Hundred Twenty Six Crores Seven lakhs Ninety Two Thousand Two Hundred Forty Five and Paisa Seventy). As stated above, the allotment was made in consideration of shares of private limited Company, Consequently, there was no raising of funds through Preferential Allotment, thus, the disclosure requirement under Regulation 32(7A) of the Listing Regulations is not applicable.

â¢ Raising of funds through issuance of equity shares by way of Qualified Institutions Placement:

During the year under review, its first-ever equity raise since listing in 2019, the Company raised ''300 Crores through a Qualified Institutions Placement (QIP). Pursuant to the approval of the Board in its meeting held on September 1, 2023 and the approval of the Members of the Company at the 15^th Annual General Meeting held on September 29, 2023, the Company had issued and allotted 25,35,925 Equity Shares of face value ''10/ - (Rupees Ten) each at a price of ''1,183/ - per equity share, including a premium of ''1,173/ - per Equity Share and reflect a discount of 4.98% on the floor price amounting to ''1,245/ -, aggregating to ''2,99,99,99,275/ - to Qualified Institutional Buyers on December 22, 2023.

Pursuant to the provisions of Regulation 32(7A) of the Listing Regulations, the Company had fully utilized the net proceeds of QIP as on March 31, 2024, in objects mentioned below:

Sr. No. Object for which funds have been utilized	Funds Allocated	Funds Utilized
1 Funding the capital expenditure requirements of our Company to part finance setting up of a 200MWAC (240MWDC) Solar Power Project at the Gujarat State Electricity Corporation Limited Solar Park ("Projectâ)	22,500.00	22,500.00
2 General corporate purposes	6,665.30	6,665.30
3 Issue Expenses	834.70	834.70
Total Gross Proceeds	30,000.00	30,000.00

â¢ Issue of Bonus equity shares:

During the year under review, in order to encourage the shareholders'' continued support. Pursuant to the approval of the Board in its meeting held on December 30, 2023 and the approval of the Members of the Company by way of postal ballot on February 7, 2024, the Company has allotted 2,00,94,203 equity shares having face value of ''10/ - each as bonus equity share, in the ratio of One (1) equity share having face value of ''10/ - each for every Two (2) existing equity share having face value of ''10/ - each in its Board Meeting held on February 16, 2024.

The Authorised Share Capital of the Company as on March 31, 2024 is ''70,00,00,000/ - (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crores) Equity Shares of ''10/ - (Rupees ten only) each.

The paid-up Share Capital of the Company as on March 31, 2024 is ''60,28,26,080/ - (Rupees Sixty Crores Twenty Eight lakhs Twenty Six Thousand Eighty only) divided into 6,02,82,608 (Six Crores Two lakhs Eighty Two Thousand Six Hundred Eight) Equity Shares of ''10/ - (Rupees Ten only) each.

Amount of Unpaid/ Unclaimed dividend transfer to unpaid dividend account of the Company:

During the financial year 2023-24, Company has transferred an amount of ''17,419.50/ - against the unpaid/ unclaimed dividend to the Unpaid Dividend Account. The Statement of unpaid/ unclaimed dividends as on March 31, 2024 is uploaded on the Company''s website www.kpigreenenergy,com.

No funds were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

Deposits:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous financial years. The Company did not accept any deposit during the year under review.

Credit Rating:

During the financial year 2023-24, the ICRA has reaffirmed the credit rating to [ICRA]A-(Stable)/ [ICRA]A2 and also reaffirmed the outlook on long term rating to stable on March 31, 2024, the summary of rating action is mentioned below:

Facilities	'' in Cr.	Rating/ Outlook
Term Loans	356.91	[ICRA]A- (Stable); reaffirmed/ assigned for enhanced amount
Cash Credit	250.00	[ICRA]A- (Stable); reaffirmed/ assigned for enhanced amount
Working Capital Demand Loans	101.77	[ICRA]A2 ; reaffirmed/ assigned for enhanced amount
Bank Guarantee	125.00	[ICRA]A2 ; reaffirmed/ assigned for enhanced amount
CEL	10.00	[ICRA]A2 ; assigned
Unallocated	30.17	[ICRA]A- (Stable)/ [ICRA]A2 ; reaffirmed/ assigned for enhanced amount
TOTAL	873.85

Employee Stock Option Plan:

During the year under review, the shareholders of the Company at their 15^th Annual General Meeting (''AGM'') held on September 29, 2023, had approved the adoption and implementation of ''KPI Green Energy Limited - Employee Stock Option Plan 2023'' (hereinafter referred to as ''KPI Green-ESOP 2023''/ ''the Plan'') and extension and grant of Employee Stock Option (''ESOPs'') to the eligible employees of the Company and of Group Companies including subsidiary Company(ies) and/ or associate Company(ies) of the Company, exclusively working in India or outside, other than employee who is a promoter or person belonging to the promoter group of the Company, Independent Directors and Director(s) holding directly or indirectly more than 10% of the outstanding equity shares of the Company, in one or more tranches not exceeding 5,00,000 (Five lakh) (''ESOP Pool'') ESOPs. The plan seeks to drive long-term performance, retain key talent and to provide an opportunity for the employees to participate in the growth of the Company.

The Company views the plan as a long-term incentive tool that would assist in aligning employees'' interest with that of the shareholders and enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The Plan has been formulated in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SBEB Regulations''). The Nomination and Remuneration Committee (''NRC'') administers the Plan and functions as the Compensation Committee for the purposes of SBEB Regulations.

The shareholders of the Company, on February 7, 2024, through Postal Ballot, approved the issuance of Bonus equity shares in the ratio of 1:2 (One new equity shares for every two-equity share held in the Company) and owing to the bonus issue, the ESOP Pool was increased to 7,50,000 (Seven lakh Fifty Thousand) ESOPs.

ESOPs will be granted to eligible employees as determined by the NRC. These options will vest according to the plan and can be exercised under the terms and conditions specified in the plan, in accordance with applicable laws and regulations. The statutory disclosures as mandated under the Act and SBEB Regulation and a certificate from Secretarial Auditor, confirming implementation of the Scheme in accordance with SBEB Regulations and

Shareholders resolutions have been hosted on the website of the Company at www.kpigreenenergy.com and same will be available for electronic inspection by the shareholders during the AGM of the Company.

During the year under review, no ESOPs were granted by the Company to eligible employees.

Material changes and commitments affecting the financial position of the Company:

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this Report.

Directors and Key Managerial Personnel:

â¢ Board of Directors:

As on March 31, 2024, the Company''s Board had Nine members comprising of two Executive Directors, two Non-Executive Directors and Non-Independent Directors and five Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. Following changes took place in the Directorships and Key Managerial Personnel:

Appointment/ Re-appointment:

Mr. Afzal Harunbhai Malkani (DIN: 07194226) was appointed as Additional Director (Non-Executive Non-Independent) of the Company w.e.f. August 11, 2023. His appointment as Director (Non-Executive Non-Independent) was approved by the shareholders by passing a special resolution in the 15^th Annual General Meeting held on September 29, 2023.

Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) was appointed as Additional Director (Non-Executive NonIndependent) of the Company w.e.f. December 4, 2023. His appointment as Director (Non-Executive Non-Independent) was approved by the shareholders by way of Postal Ballot on February 7, 2024.

Dr. Tejpalsingh Jagatsingh Bisht (DIN: 02170301) was appointed as Additional Director (Non-Executive Independent) of the Company w.e.f. December 4, 2023. His appointment as Director (Non-Executive Independent) was approved by the shareholders by way of Postal Ballot on February 7, 2024.

Mr. Mohmed Sohil Yusufbhai Dabhoya (DIN: 07112947) was re-appointed as Whole-Time Director of the Company at the meeting of Board of Directors on August 31, 2024 for a period of further 5 years w.e.f. September 28, 2024 to September 27, 2029, subject to the approval of shareholders of the Company. The resolution seeking shareholders'' approval for his appointment forms part of the Notice.

Cessation:

Mr. Afzal Harunbhai Malkani (DIN: 07194226) Non-Executive, Non-Independent Director, ceased to be Director of the Company with effect from December 30, 2023. The Board places on record its sincere appreciation of the contribution during his tenure on the Board of the Company.

Re-appointment of Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder, Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board recommends the re-appointment of Mr. Amitkumar Subhashchandra Khandelwal as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

â¢ Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on March 31, 2024:

1. Dr. Faruk G. Patel,

Chairman & Managing Director;

2. Mr. Mohmed Sohil Yusufbhai Dabhoya,

Whole-Time Director;

3. Mr. Salim Suleman Yahoo,

Chief Financial Officer;

4. Ms. Rajvi Upadhyay,

Company Secretary & Compliance Officer.

Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

Meetings of Board of Directors:

The Board met 16 (sixteen) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors and their Meeting:

The Independent Directors met on March 15, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Committees of the Board of Directors:

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the SEBI Listing Regulations. For details like composition, number of meetings held, attendance of shareholders, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.

Board evaluation:

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee of the Company. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors of the Company. The performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, functions and nature of industry in which the Company operates. These updates help the Directors in keeping abreast of key changes and their impact on the Company. Additionally, the Directors also participate in various programmes where abovementioned subject matters are apprise to the Directors of the Company. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Subsidiaries, Joint Ventures and Associate companies:

During the year under review, the Company has completed the acquisition of 9,990 (Nine Thousand Nine Hundred Ninety) fully paid-up equity shares, representing 99.90% of the total paid-up capital KPark Sunbeat Private Limited (''KPark''), by way of allotment of 15,18,480 (Fifteen lakhs Eighteen Thousand Four Hundred Eighty) equity shares to Dr. Faruk G. Patel, a promoter of the Company and cash payment of ''2,26,073.70 (Rupees Two lakhs Twenty Six Thousand Seventy Three and Paisa Seventy)

as consideration on December 4, 2023. The Remaining 10 (Ten) equity shares of KPark has also been transferred to Nominee of the Company on December 16, 2023. Thus, the KPark Sunbeat Private Limited has became wholly owned subsidiary of the Company during the year under review.

With the above acquisition, the Company has below mentioned subsidiaries as on March 31, 2024, except mentioned below the Company does not have any other Subsidiaries, Associates and Joint Ventures:

1. KPIG Energia Private Limited, wholly owned subsidiary;

2. Sun Dorps Energia Private Limited, wholly owned subsidiary;

3. KPark Sunbeat Private Limited, wholly owned subsidiary.

The performance, financial position and the details required under Section 129 of the Companies Act, 2013, for each of the subsidiaries for the financial year ended March 31, 2024 in the prescribed format AOC-1, is attached as "Annexure-C", which forms part of this report.

Auditors and Auditors'' Report:

â¢ Statutory Auditors:

Pursuant to the provisions of Section 139 the Companies Act, 2013 read with rules made thereunder, as amended from time to time, M/ s. K A Sanghavi & Co. LLP, Chartered Accountants, bearing Firm Registration No. 0120846W/ W100289, were reappointed as a statutory auditor of the Company for the second term to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditor is not required to be ratified at every AGM. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditor and are eligible to hold office as Statutory Auditor of the Company.

Representatives of M/ s. K A Sanghavi & Co. LLP, Statutory Auditor of the Company attended the previous AGM of the Company.

â¢ Statutory Auditors'' observations in Audit Report:

The Audit Report submitted by statutory auditors for the financial year ended March 31, 2024 does not contain any qualifications, reservations, adverse remarks or disclaimers.

â¢ Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, as amended from time to time, the Board has appointed M/ s. Chirag Shah & Associates,

Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2023-24. As per the requirements of SEBI Listing Regulations, the material unlisted subsidiary of the Company i.e. M/ s KPIG Energia Private Limited have also undertaken secretarial audit for the financial year 2023-24. The Secretarial Audit Report of the Company along material subsidiary Company in ''Form MR-3'' for the year under review is provided as "Annexure-A" of this report.

â¢ Secretarial Auditors'' observations in Secretarial Audit Report:

The Secretarial audit Report submitted for the financial year ended March 31, 2024 does not contain any qualifications, reservations, adverse remarks or disclaimers.

â¢ Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013, read with the rules made thereunder, as amended from time to time, the Company is required to maintain the cost accounts and records of the Company, accordingly, the Board has appointed M/ s. V.M. Patel & Associates, Cost Accountants to prepare and to audit the cost records of the Company for the financial year

2023- 24. The remuneration payable to the Cost Auditor is subject to ratification by the shareholders at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to cost auditor for the financial year

2024- 25, has been included in the Notice which forms part of this Annual report.

â¢ Reporting of frauds by Auditors:

During the year under review, the Statutory Auditor, Secretarial Auditor and Cost Auditor of the Company have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee, as required under Section 143(12) of the Companies Act, 2013.

Corporate Social Responsibility (CSR):

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is available on the website of the Company at https:// www.kpigreenenergv.com/policies-disclosures.html. The Annual Report on CSR activities is annexed as "Annexure-B" to this report.

The Company has spent more than 2% of the average net profits of the Company, during the three years immediately preceding financial year. The Chief Financial Officer of the Company has certified that CSR spends of your Company for FY24 have been utilized for the purpose and in the manner approved by the Board of the Company.

Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a Section forming part of this Annual Report.

Business Responsibility and Sustainability Report:

In accordance with the SEBI Listing Regulations, the Business Responsibility and Sustainability Report for the financial year ended March 31, 2024, describing the initiatives taken by the Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report.

Corporate Governance:

The Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary,

regarding compliance of the conditions of Corporate Governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company (''Code of Conduct''), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www. kpigreenenergv.com/policies-disclosures.html.

Internal Financial Control Systems and Their Adequacy:

The Company has put in place adequate, strong and effective internal control systems with best processes commensurate with its size and scale of operations which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

Vigil Mechanism/ Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy is uploaded on the website of the Company https://www.kpigreenenergy.com/policies-disclosures.html.

During the year under review, the Company has not receive any complaint under the whistle blower policy.

Annual Return:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024, prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link: https://www.kpigreenenergy.com/ financials.html.

Particulars of Loans, Guarantees or Investments:

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security are not applicable to your Company, as your Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

Related Party Transactions:

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, any related party transaction exceeding ''1,000 Crores or 10% of the annual consolidated turnover, as per the last audited financial statement whichever is lower, is considered as material and requires Members approval. Accordingly, the Company sought

and obtained necessary Members approval for the year under review. All transactions with related parties entered into during the year under review were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY24 and, hence does not form part of this report.

The Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. The Policy on Related Party Transactions is available on the Company''s website and can be assessed using the link: https://www.kpigreenenergy.com/policies-disclosures.html.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended is provided as "Annexure-D" of this Report.

Particulars of Employees and Remuneration:

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration are provided in "Annexure-E" of this report. The statement containing particulars of employees, as required under Section 197 of the Act, read with the rules made thereunder, as amended from time to time, are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.

Board Policies:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website of the Company at https://www.kpigreenenergv com/policies-disclosures.html.

Policy on Directors'' Appointment and Remuneration:

Pursuant to Section 178(3) of the Act, the Company has framed a Policy on Nomination, Remuneration and Evaluation of Directors'' appointment and other matters which is available on the website of the Company at https://www.kpigreenenergy.com/policies-disclosures.html.

Health, Safety & Environment Policy:

The Company has recognized, health management, occupational safety and environment protection (HSE) as one of the most important elements in the organization''s sustainable growth and has closely linked it to its cultural values. Company continually strives to create a safe working environment by being responsive, caring and committed to the various needs governing the security and well-being of employees. The HSE policy has been reviewed by the Company and is also available on the Company''s website https://www.kpigreenenergy.com/policies-disclosures.html.

Cyber Security:

In view of increased cyberattack scenarios, the Company has taken significant strides to bolster its cybersecurity posture. We periodically review and enhance our processes and technology controls to align with the evolving threat landscape. The Company''s technology environment is equipped with security monitoring for the network, applications, and data. These measures ensure a resilient technology environment, safeguarding our digital assets and maintaining the integrity and confidentiality of our information.

Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct ("Codeâ) to regulate, monitor and report trading in Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSIâ). The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website https://www.kpigreenenergy. com/policies-disclosures.html.

Prevention of Sexual Harassment at Workplace:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) to consider and resolve the complaints related to sexual harassment. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company During the year under review, the Company has not received any complaint pertaining to sexual harassment.

Risk Management:

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. The policy on Risk Management is also available on the website of the Company at https://www.kpigreenenergv.com/policies-disclosures.html.

Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. 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 at the end of the financial year and of the profit of the Company for that period;

III. 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;

IV. they have prepared the annual accounts on a going concern basis;

V. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

VI. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards:

The Directors have devised proper systems and processes for complying with the requirements of applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

General Disclosures:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events of these nature during the year under review:

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;

â¢ Signifcant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future;

â¢ Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013);

â¢ Application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016;

â¢ One-time settlement of loan obtained from the Banks or Financial Institutions;

â¢ Revision of financial statements and Directors'' Report of the Company;

â¢ None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI/ Ministry of Corporate Affairs/ Statutory Authorities;

â¢ Neither the Managing Director nor the Whole-Time Directors of the Company, receives any commission from any of its subsidiaries.

Acknowledgement:

The Directors wish to express their gratitude to the bankers, financial institutions, government and regulatory authorities,

customers, suppliers, business partners, shareholders, and all other stakeholders who have supported the Company, directly or indirectly, throughout the year.

The Directors also extend their sincere appreciation to all employees of the KP Family, at every level, for their dedicated efforts and ongoing contributions, which have been instrumental in fostering the Company''s success and growth.

For and on behalf of the Board of Directors KPI Green Energy Limited

Dr. Faruk G. Patel Mohmed Sohil Dabhoya

Place: Surat Chairman & Managing Director Whole-Time Director

Date: August 31, 2024 DIN: 00414045 DIN: 07112947

Mar 31, 2023

The Board of Directors are pleased to present the 15th Annual Report on the business and operation of the Company together with Audited Financial Statements for the year ended March 31, 2023 (FY 2022-23).

1. Financial Performance:

The Audited Financial Statements of the Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations'') and the provisions of the Companies Act, 2013 (''Act'').

The summarised financial highlight is depicted below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations	48,752.96	21,902.49	64,378.63	22,994.11
Other Income	322.83	147.85	324.84	157.58
Total Income	49,075.79	22,050.34	64,703.47	23,151.69
Expenditure	33,380.48	11,273.66	43,529.70	12,104.88
Profit Earnings before interest, tax, depreciation and amortization (EBITDA)	15,695.31	10,776.68	21,173.77	11,046.81
Finance Cost	3,680.59	3,601.16	4,676.45	3,693.32
Depreciation	1,910.25	1,385.05	2,261.76	1,406.01
Extraordinary items/Prior Period Items	46.13	11.45	48.59	11.45
Profit Before Taxation	10,058.34	5,779.02	14,186.97	5,936.04
Tax expenses	2,218.98	1,317.32	3,224.18	1,611.50
Profit for the period	7,839.36	4,461.70	10,962.79	4324.54

(Previous period/year figures have been re-grouped/re-classified wherever required) Further, there has been no change in nature of business of your Company.

2. Performance Highlights:

Consolidated:

Total revenue of the Company for the financial year 2022-23 stood at Rs. 64,703.47 lakhs as against Rs. 23,151.69 lakhs for the financial year 2021-22, showing an increase of 180%.

EBITDA for the financial year 2022-23 stood at Rs. 21,173.77 lakhs as against Rs. 11,046.81 lakhs for the financial year 2021-22, showing an increase of 92%.

Profit after tax for the financial year 2022-23 stood at Rs. 10,962.79 lakhs as against Rs. 4,324.53 lakhs for the financial year 2021-22 showing an increase of 154%.

Standalone:

Total revenue of the Company for the financial year 2022-23 stood at Rs. 49,075.79 lakhs as against Rs. 22,050.34 lakhs for the financial year 2021-22, showing an increase of 123%.

EBITDA for the financial year 2022-23 stood at Rs. 15,695.31 lakhs as against Rs. 10,776.68 lakhs for the financial year 2021-22, showing an increase of 46%.

Profit after tax for the financial year 2022-23 stood at Rs. 7,839.36 lakhs as against Rs. 4,461.70 lakhs for the financial year 2021-22 showing an increase of 76%.

3. Dividend and Reserves:

During the year under review, the Board of Directors of the Company has declared an interim dividend

of Rs. 2.10 (21%), Re. 0.30 (3%), Re. 0.25 (2.50%) and Re. 0.20 (2%) aggregating to Rs. 2.85/- (28.50%) per

equity share having a face value of Rs. 10/- each on the paid-up equity share capital of the Company. Further, the company has not declared/recommended final dividend for the financial year 2022-23.

The company has transferred the whole amount of Profit to reserve and surplus account as per annexed audited Balance sheet for the year ended March 31, 2023.

4. issuance of Bonus Equity Shares and corresponding change in Authorized and Paid up Share Capital:

During the year under review, pursuant to the shareholders'' approval received by way of postal ballot dated January 9, 2023, In order to facilitate the issue of bonus equity shares and for meeting future requirements, the Company has increase the authorised share capital of the Company from Rs.

20.00. 00.000/- (Rupees Twenty Crores) divided into

2.00. 00.000 (Two Crores) Equity Shares of Rs. 10/-(Rupees Ten) each to Rs. 40,00,00,000/- (Rupees Forty Crores) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- (Rupees Ten) each by creation of additional 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten) each ranking pari passu with the existing Equity Shares.

During the year under review, in order to encourage the shareholders'' continued support, the Board has allotted 1,80,67,000 equity shares having face value of Rs. 10/- each as bonus equity shares, in the ratio of One (1) equity share having face value of Rs. 10/-each for every One (1) existing equity share having face value of Rs. 10/- each in the meeting of January 19, 2023. The issue of Bonus Shares has been approved by the members of the Company by way of postal ballot on January 9, 2023.

â¢ Authorised Share Capital:

The Authorised Share Capital of the company as on March 31, 2023 is Rs. 40,00,00,000/- (Rupees Forty Crores only) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- (Rupees ten only) each.

â¢ Paid up Share Capital:

The paid up Share Capital of the company as on March 31, 2023 is Rs. 36,13,40,000/- (Rupees Thirty-Six Crores Thirteen Lakhs Forty Thousand only) divided into 3,61,34,000 (Three Crore Sixty-One Lakhs Thirteen Four Thousand) Equity Shares of Rs. 10/- (Rupees ten only) each.

5. Amount of Unpaid/Unclaimed dividend transfer to unpaid dividend account of the Company:

During the financial year 2022-23, Company has transferred an amount of Rs. 5,90,529/- against the unpaid/unclaimed dividend to the Unpaid Dividend Account. The Statement of unpaid / unclaimed dividends as on March 31, 2023 is uploaded on the Company''s website www.kpigreenenergy.com.

No funds were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

6. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

7. Credit Rating:

During the financial year 2022-23, the ICRA has upgraded the credit rating the credit rating from [ICRA] BBB to [ICRA] A- (Stable)/[ICRA]A2 and also revised outlook on long term rating to stable from positive, the summary of rating action is mentioned below:

Facilities	Rs. in Cr.	Rating/Outlook
Term Loans	178.00	[ICRA]A-; upgraded from [ICRA]BBB ; outlook revised to Stable from Positive
Cash Credit	25.00	[ICRA]A-; assigned/upgraded from [ICRA]BBB ; outlook revised to Stable from Positive
Working Capital Demand Loans	55.75	[ICRA]A2 ; assigned/upgraded from [ICRA]A2
Bank Guarantee	2.50	[ICRA]A2 ; assigned/upgraded from [ICRA]A2
TOTAL	261.25

8. Change of Name of the Company:

During the year 2022-23, the name of the Company has been changed from K.P.I. Global Infrastructure Limited'' to KPI Green Energy Limited'' w.e.f. April 6, 2022. Accordingly, both the Stock Exchanges i.e. BSE and National Stock Exchange of India (NSE) vide their Letter / Notice dated April 21, 2022 intimated the Trading Members of the Exchange about the name and symbol change of the Company w.e.f. April 27, 2022.

9. Employee Stock Option Plan:

During the financial year 2022-23, the Company has not granted any Stock Options under Employee Stock Option Scheme/Employee Stock Purchase Scheme and there were no Stock Options outstanding as on March 31, 2023. Hence there are no disclosures provided, as required under Rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014.

10. Material changes and commitments affecting the financial position of the Company:

During the financial year 2022-23, there have been no material changes and commitments which affects the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

11. Directors and Key Managerial Personnel:

â¢ Board of Directors:

As on March 31, 2023, the Company has Seven (7) Directors, consisting of four (4) Independent Directors, one (1) Non-Executive Director and two (2) Executive Directors out of which one (1) is Whole Time Director and one (1) is Chairman and Managing Director. In accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mrs. Bhadrabala Dhimant Joshi (DIN: 07244587), Director is liable to retire by rotation and offer herself for re-appointment as Director of the company. After considering recommendations of Board, the members of the Company at the ensuing Annual General Meeting may re-appoint Mrs. Bhadrabala Dhimant Joshi as Director of the company. Brief profile of Mrs. Bhadrabala Dhimant Joshi has been given in the Notice convening the 15th Annual General Meeting. During the year 2022-23 there was a change in Directors/Key Managerial Personnel as stated below:

a. Mr. Nirav Girishbhai Raval has resigned from the post of Chief Financial Officer of the company w.e.f. July 8, 2022.

b. Mrs. Shabana Virender Bajari was appointed as Interim Chief Financial Officer and Key Managerial Personnel (KMP) of the company w.e.f. September 28, 2022.

c. Mr. Shanker Baheria (DIN: 09787133) was appointed as an Additional Non-Executive Independent Director in the Board Meeting held on November 30, 2022 and has been regularized as Director (Non-Executive Independent) by way of Postal Ballot on January 9, 2023.

d. Mrs. Shabana Virender Bajari has resigned from the post of Interim Chief Financial Officer and Key Managerial Personnel (KMP) of the company w.e.f. January 19, 2023.

e. Mr. Salim Suleman Yahoo has been appointed as Chief Financial Officer and Key Managerial Personnel (KMP) of the company w.e.f. January 19, 2023.

f. Mr. Mohamed Hanif Mohamed Habib Dalchawal (DIN: 08042299) has been reappointed as an Independent Director of the Company for the Second term of a period of five years in 14th Annual General Meeting held on September 29, 2022.

g. Mr. Farukbhai Gulambhai Patel (DIN: 00414045) has been re-appointed as Managing Director (designated as the ''Chairman and Managing Director'') of the Company for a period of five years in 14th Annual General Meeting held on September 29, 2022.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

As on the date of this report, pursuant to the recommendation of Nomination and Remuneration Committee, Mr. Afzal Harunbhai Malkani was appointed as an Additional Director (Non-Executive Non-Independent) by the Board of Directors on August 11, 2023. The regularization of Mr. Afzal Harunbhai Malkani as Non-Executive Non-Independent Director will be placed before the shareholders at the ensuing Annual General Meeting of the Company.

â¢ Key Managerial Personnel:

The following are the Key Managerial Personnel of

the Company pursuant to Section 2(51) and 203 of

the Companies Act, 2013 as on March 31, 2023:

1. Mr. Farukbhai Gulambhai Patel, Chairman & Managing Director

2. Mr. Mohmed Sohil Yusufbhai Dabhoya, Whole Time Director

3. Mr. Salim Suleman Yahoo, Chief Financial Officer (Appointed w.e.f. January 19, 2023)

4. Ms. Rajvi Upadhyay, Company Secretary & Compliance Officer

12. Declaration by an Independent Director(s):

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, the Company has received declarations from the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

13. Board evaluation:

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the NonIndependent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

During the year under review, the Company has also conducted two programs for familiarization of the Independent Directors on different aspects.

14. Meetings of Board of Directors:

The Board of Directors met 16 (Sixteen) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

15. Independent Directors and their Meeting:

The Independent Directors met on March 30, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

16. Committees of the Board of Directors:

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.

17. Subsidiaries, Joint Ventures and Associate companies:

As on March 31, 2023, the company has two (2) wholly owned subsidiaries. As on March 31, 2023, the Company does not have any Associate and/or Joint Venture Companies.

The list of Subsidiaries and associates of the company as on March 31, 2023, is forming a part of Board''s Report and the details under section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 regarding the performance and financial position of each of the Subsidiaries/associate companies/joint ventures of the company is provided in Form AOC-1'' under ANNEXURE - C which forms part of this report.

18. Auditors and Auditor''s Report:

â¢ Statutory Auditors:

Pursuant to the provisions of Section 139 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force) read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. K A Sanghavi & Co. LLP, Chartered Accountants, bearing Firm Registration No. 0120846W/W100289, were appointed as the statutory auditor at the 13th Annual General Meeting held on September 30, 2021 for a second term of five (5) years from the conclusion of the 13th Annual General Meeting till the conclusion of 18th Annual General Meeting of the Company to be held in the year 2026. Further, they have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder.

â¢ Statutory Auditors'' observations in Audit Report:

The Audit Report submitted by statutory auditors for the financial year ended March 31, 2023 does not contain any qualifications, reservations, adverse remarks or disclaimers.

â¢ Secretarial Auditor:

Pursuant to provision of Section 204 of the Companies Act 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s SJV & Associates, Practicing Company Secretary, as a Secretarial Auditor of the Company to conduct a Secretarial Audit for the Financial Year 2022-23 in Meeting of Board of Directors held on May 3, 2022. A Secretarial Audit Report in ''Form MR-3'' issued by M/s SJV & Associates, Practicing Company Secretary has been provided in an ANNEXURE - A which forms part of this Report.

â¢ Secretarial Auditors'' observations in Secretarial Audit Report:

The Secretarial Audit Report issued by the secretarial auditors does not contain any qualifications, reservations or adverse remarks or disclaimers.

â¢ Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s. RHA & Co., Chartered Accountant (FRN 142551W) as an Internal Auditor of the Company to conduct the internal Audit for the Financial Year 2022-23 in Meeting of Board of Directors held on May 3, 2022.

â¢ Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013, the Company is required to maintain the cost accounts and records of the Company, accordingly, on recommendation of

the Audit Committee, the Board of Directors of the Company has appointed M/s. V.M. Patel & Associates, Cost Accountants as a Cost Auditor to prepare the Cost records and also undertake the Cost Audit for the financial year 2022-23 in the meeting of Board of Directors held on May 3, 2022. Accordingly, after considering the recommendations of Audit Committee and Board of Directors, the remuneration payable to the Cost Auditor shall be ratified by the members at the ensuing Annual General Meeting.

â¢ Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

19. Corporate Social Responsibility (CSR):

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy and CSR Plan is available on the website of your Company at https://www.kpigreenenergy.com/ policies-disclosures.html. The Report on CSR activities is annexed as ANNEXURE - B to this report.

20. Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

21. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015, the Company being in the top 1000 listed entity required to submit the Business Responsibility and Sustainability Report for the financial year ended March 31, 2023. The Business Responsibility and Sustainability Report for the financial year ended March 31, 2023 forms a part of this Report.

22. Corporate Governance:

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel of your Company (Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct, is available on the website of your Company at https://www.kpigreenenergy.com/ policies-disclosures.html.

23. Internal financial control systems and their adequacy:

24. Vigil mechanism/Whistle Blower Policy:

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy is uploaded on the website of the Company https://www.kpigreenenergy.com/ policies-disclosures.html.

During the year under review, your Company had not received any complaint under the whistle blower policy.

25. Annual Return:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2023, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be assessed using the link: https://www.kpigreenenergy.com/financials.html.

26. Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to loans, guarantees, investments or security are not applicable to the Company as

the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The details of loans, guarantees and investments made during the year under review are disclosed in the financial statements.

27. Related Party Transactions:

All transactions with related parties entered into during the financial year were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is provided as ANNEXURE - D of this Report.

The Policy on Related Party Transactions is available on the Company''s website and can be assessed using the link: https://www.kpigreenenergy.com/policies-disclosures.html

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

29. Particulars of employees and remuneration:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2022-23. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act,

2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is annexed in ANNEXURE - F.

30. Board policies:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website of

your Company at https://www.kpiareeneneray.com/ policies-disclosures.html.

31. Policy on Directors'' appointment and Remuneration:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.kpigreenenerqv.com/ policies-disclosures.html

32. Health, Safety & Environment Policy:

The Company has recognized, health management, occupational safety and environment protection (HSE) as one of the most important elements in the organization''s sustainable growth and has closely linked it to its cultural values. Company continually strives to create a safe working environment by being responsive, caring and committed to the various needs governing the security and well-being of employees. The HSE policy has been reviewed by the company and is also available on the Company''s website https:// wwwÂ¦kpiareeneneravÂ¦Com/policies-disdosuresÂ¦html

33. Prevention of sexual harassment at Workplace:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for Redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment.

34. Risk Management

During the year under review, being the top 1000 listed entities based on the market capitalization, the Board in its meeting held on May 7, 2022 has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses, if any, are systematically addressed through mitigation actions on a continual basis. The policy on Risk Management is also available on the website of the Company at https:// wwwÂ¦kpiareeneneravÂ¦Com/policies-disclosuresÂ¦htmlÂ¦

35. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information

and explanations received from the Company, confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. 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 at the end of the financial year and of the profit of the company for that period;

III. 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;

IV. they have prepared the annual accounts on a going concern basis;

V. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

VI. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Secretarial Standards:

37. General disclosures:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

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

â¢ Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to

which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

â¢ Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

â¢ Change in the nature of business of your Company

â¢ No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

â¢ One-time settlement of loan obtained from the Banks or Financial Institutions.

â¢ Revision of financial statements and Directors'' Report of the Company

â¢ None of the Directors of the Company has been debarred or disqualified from being appointed

or continuing as a Director by SEBI / Ministry of Corporate Affairs / Statutory Authorities.

â¢ Neither the Managing Director nor the Wholetime Directors of the Company, receives any commission from any of its subsidiaries.

38. Acknowledgement:

The Directors wishes to express their gratitude to bankers, financial institutions, government authorities, regulatory authorities, customers and suppliers, business partners, shareholders and other stakeholders, and all others who are directly or indirectly associated with the company for their continued cooperation and support throughout the year.

The Directors also express their sincere gratitude for the committed efforts and ongoing contributions made by all KP Family members, at all levels, in order foster the Company''s success and growth.

Mar 31, 2018

To,

The Members,

K.P.I. GLOBAL INFRASTRUCTURE LIMITED

The Directors are pleased to present the 10th Annual Report on the business and operation of K.P.L Global Infrastructure Limited together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2018.

FINANCIAL SUMMARY OR HIGH LIGHTS/PERFORMANCE OF THE COMPANY:

PARTICULARS	F.Y. 2017-18	F.Y.2016-17
Revenue From Operations	315554473.50	257602735,15
other Income	435013.59	2605928.00
Total income	315989487.09	260208663.15
Expenditure	129975910.49	82926009,05
Profit Earnings before fnterest, tax, depreciation and amortization (EBITDA)	186013576.6	177282654.1
Finance Cost	29750842,63	19468506.02
Depreciation	80797164.00	56648922.00
Prior Period Items	(28905.00)	121903.60
Profit/Loss Before Taxation	75436664,77	101787129.68
Tax expenses	1492860.94	47414797.00
Profit/Loss for the period	73943803.83	53872332.68

(Previous period/year figures have been re-grouped/re-classified wherever required)

STATE OF THE COMPANYâS AFFAIRS:

There has been no change in the business of the Company during the financial year ended March 31, 2018. The Key highlights pertaining to the business of the company for the year 201718 and period subsequent there to have been given hereunder:

Your company has recorded Rs. 31,59,89,487.09/- as a Total Revenue (including other income) in the year 2017-18 which was Rs, 26,02,08,663.15/- as a Total Revenue {including other income) in the year 2016-17 and the Net profit of the company has been recorded in the year 2017-18 is Rs. 7,39,43,803,83/- as compared to net profit of Rs, 5,38,72,332,65/- in the year 2016-17,

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO THE DATE OF THE REPORT:

There have been no material changes end commitments which affects the financial position of the Company which have occurred between the end of the financial year to the date of this Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES AND JOINT VENTURES:

Your Company does not have any subsidiary Company, any Associates Company and any Joint Venture alliances. Hence, this clause is not applicable to this Instance, (ATTACHED AOC-1, MARKED NOT APPLICABLE)

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations- These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorization and ensuring compliance of corporate policies.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

Our Company had suo moto filed compounding application on 31,07-2018 with Registrar of Companies/Regional Director/National Company Law Tribunal, North Western Region, Ahmedabad for providing âK P Avenueâ city survey no. 495,496, 497, 499 & 500 at Taluka: Qlpad, Oist: Suratâ as collateral security to K.P. Energy Private Limited (presently K.P, Energy Limited) and the Order for the said matter is pending before the concerned authority. Hence, there were no other significant and material orders passed by the Regulators or Courts or tribunals impacting the going concern status of the Company and its future operations,

DIVIDEND:

During the year under review, your Company do not recommend any dividend during the year ended March 31, 2018.

RESERVES:

The company has transferred the whole amount of Profit to Reserve and surplus account as per attached audited Balance sheet for the year ended March 31, 2018,

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134{3}(c) of the Companies Act, 2013:

A, that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation repeating to material departures;

B- that we 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 at the end of the financial year and of the profit and loss of the Company for that period;

C. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. that the annual accounts have been prepared on a going concern basis;

E. that proper systems to ensure compliance with the provisions of all applicable faws were in place and that such systems were adequate and operating effectively; and the directors, in-the-case of a listed comport-had -laid down internal financial-eontrols to be followed by-the company and that such-internal financial controls are adequate and were op ora tiag-etfeetivelyr G. That the proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. K A 5ANGHAVI & CO LLf-, Chartered Accountants, bearing Firm Registration No, 120846W f W1002&9, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the Annual General Meeting {AGM} of the Company held on 29th September, 2016 till the conclusion of the AGM to be held In the year 2021 on such remuneration as may be determined by the Board of Directors of the Company on a year to year basis.

COMMENTS ON STATUTORY AUDITORS REPORT, SECRETARIAL AUDITORS REPORT AND COST AUDITORS REPORTS:

1. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by auditors in auditor report.

2. The Secretarial Auditors Report: NOT APPLICABLE in case of our company.

3. The Cost Auditors Report; NOT APPLICABLE in case of our company,

MEETINGS OF THE BOARD:

Sixteen meetings of the Board of Directors were held during the year as detailed here under:

Sr. No.	Date of meeting	Total No. of Directors on the Pate of Meeting	No. of Directors attended	%of Attendance
1	19,05.2017	5	5	100
2	01,07,2017	5	5	100
3	01.08.2017	5	5	100
4	24.08.2017	5	5	100
5	01.09.2017	5	5	100
G	07.09.2017	5	5	100
7	12,09,2017	5	S	100
8	29.09.2017	S	5	100
9	06.11.2017	5	5	100
10	11.12.2017	S	5	100
11	15.01.2018	5	S	100
12	17.01,2013	7	7	100
13	24.01.2018	7	7	100
14	20,02.2018	7	7	100
15	05.03.2018	7	7	100
16	29.03.20lS	7	7	100

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

- APPOINTMENT:

During the year, the Board appointed Mr, SantoshScumar Singh as Whole Time Director, Mrs. Bhadrabala Dhimantrai Joshi as Director, Mr, Vcndhan Ganesan Mudaliaras an Independent Director, Mr, Mohamed Banff Mohamed Habib Dalchawal as an Independent Director, Mr. Raghavendra Rao Bondada as an Independent Director with cffcct from January 17, 2018 and Board had also appointed Mr. AfzaJ Aiyub Patel as Chief Financial Officer with effect from January 15, 2018,

- CHANGE IN DESIGNATION:

As per the provisions of the Companies Act, 2013, Designation of Mr. Farukbhai Gulambhai Patel was changcd from Director to Chairman and Managing Director of the Company and Designation of Mr, Rajnikant Harilal Shah was changed from Executive Director to Non Executive Director with effect from January 17, 2018,

- CESSATION:

Mrs. Rashida Gulam Patel, Mr. Gufammahmad Alibhai Patel and Mr, Dhimantrai Chandrashankar Joshi has resigned from the post of Directors of the Company with effect from January 17, 2018 and the Hoard places on record its appreciation for the valuable services rendered by Mrs, Rashida Gulam Patel, Mr, Gulammahmad Alibhai Patel and Mr. Dhimantrai Chandrashankar Joshi during their tenure.

- RE-APPOJNTMENT;

As per the provisions of the Companies Act, 2013, Mrs. Bhadrabala Dhlmantrai Josh! [DIN: 07244587) Director is liable to retire by rotation and offer herself for re-appointment as Director of the company. After considering recommendations of Board, the Members of the Company at the ensuing Annual General Meeting may re-appoint Mrs. Bhadrabala Dhimantrai Joshi as Director of the company,

- COMPANY SECRETARY AND COMPLIANCE OFFICER:

During the year, Mr. Niraj Agarwal resigned from the post of Company Secretary and Mr, Nayankumar Gamdha appointed as Company Secretary of the Company on July 1, 2017, Afterwards, Mr. Nayankumar Gamdha resigned from the post of Company Secretary on September 12, 2017 and Ms. Rajvi Upadhyay appointed as Company Secretary of the Company on November 6, 2017.

DECLARATION BY AN INDEPENDENT DIRECTOR(S):

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 Mr. Vendhan Ganesan Mudallar, Mr. Raghvendra Rao Bcmdada and Mr. Mohamed Hanif Mohamed Habib Dalchawal are the Independent Directors of the Company, The Company has received declarations from all the Independent Directors of the Company at the time of their appointment confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, The Independent Directors have also confirmed that they shall compiled the Companyâs code of conduct,

BOARD EVALUATION;

As Board evaluation is not applicable to our company, the Board has not carried out performance evaluation of itself, its Committees and each of the Directors.

SHARE CAPITAL:

- AUTHORISED SHARE CAPITAL:

During the year, on January 17, 201B the Company has increased the Authorised Share Capital of the Company from the existing Rs. 5,50,00,000/- (Rupees Five crore fifty fakhs only) divided EntO 55,00,000 {Fifty-Five lakhs) Equity Shares of Rs. 10/- (Rupees ten only) each to Rs. 20,00,00,000/- (Rupees Twenty crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs, 10/- (Rupees ten only) each, by creation of additional 1,45,00,000 (One Crore Forty-Five lakh) Equity Shares of Rs. 10/- (Rupees ten only) each ranking pari pasu in alE respect with existing equity shares of the company.

- PREFERENTIAL ALLOTMENT:

During the year, on January 17â 2018 members of the Company has approved preferential Allotment / private placement and on January 24, 2018 the Company has made an allotment of 9,72,222 equity shares by way of Foreign Direct Investment (FDI) having a Nominal value of Rs, 97,22,220/- [Rupees Ninety-Seven Lakhs Twenty-Two Thousand Two Hundred Twenty Only} i.e. Rs. 10/- (Rupees Ten Only) per share and Premium Value of Rs. 12,63,88,860/-[Rupcc-s Twelve Crore Sixty-Three Lakhs Eighty-EJght Thousand Eight Hundred Sixty Only} i,e. Rs. 130/- (Rupees One Hundred Thirty Only).

- BONUS ALLOTMENT:

After considering the financial position of the company, Board of Directors at its meeting held on February 28, 2018, recommended issue of Bonus shares, subject to approval of the Members at the ensuing GeneraE Meeting i.e. on March 5, 2018. After considering the recommendation, members of the Company approved the issue of Bonus shares and on March 5, 2018 company has allotted 64,72,222 Equity Shares of Rs. 10/- each as Bonus Shares in proportion of 1 (One) Equity shares for every 1 (One) Equity shares held to the existing holders of the Company.

The Company has not made other Allotment /Transfer /Buy Back/redeem any Equity Shares/Sweat Equity Sh a res/ES OP/Pre fere nee Shares/Debentures/Bonds during the year.

BOARD COMMITTEE;

During the year, the Company has constituted/reconstituted various Committees pursuant to the requirements of SEBE (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2033. Presently, the Company has following Committees of the Board of Directors:

- AUDIT COMMITTEE:

The Company has constituted the Audit Committee of the Board pursuant to resolution of the Board of Directors dated February 28, 2018 in compliance with Section 177 of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Audit Committee consists of the following directors:

1. Raghavendra Rao Bondada - Chairman of the Committee

2. Farukbhai Gulambha! Patel - Member

3. Vendhan Gancsan Mudaliar - Member

- NOMINATION AND REMUNERATION COMMITTEE;

The Company has constituted a Nomination and Remuneration Committee of the Board pursuant to resolution of the Board of Directors dated February 28, 2018, The terms of powers, rofe and terms of reference of the Nomination and Remuneration Committee are in accordance with Companies Act 2013, the securities and Exchange Board of India {Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee consists of the following directors:

1. Vendhan Gancsan Mudaliar - Chairman of the Committee

2. Raghavendrs Rao Bondada - Member

3. Mohamed Hanif Mohamed Habib Datchawat - Member

- STAKEHOLDERSâ RELATIONSHIP COMMITTEE:

For redressing the shareholder/ Investor complaints and grievances, the Company has constituted the Stakeholdersâ Relationship Committee of the Board pursuant to resolution of the Board of Directors dated February 28, 2018 as per the requirements of the Securities and Exchange Goard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholdersâ Relationship Committee consists of the following directors:

1. Bhadrabala Dhimant Joshi - Chairperson of the Committee

2. Santoshkumar Singh-Member

3, Vendhan Ganesan Mudaliar - Member

- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has re-constituted a Corporate Social Responsibility Committee of the Board pursuant to resolution of the Board of Directors dated February Z8, 2018. The terms of powers, role and terms of reference of the Corporate Social Responsibility Committee are in accordance with Companies Act 2013, the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements) Regulations, 2015.The Corporate Social Responsibility Committee consists of the following directors:

1. Mohamed Hanif Mohamed Habib Dalchawal - Chairman of the Committee

2. Farukbhai Gulambhai Patef - Member

3. Bhadrabala Dhimant Joshi-Mnmbcr

There has not been any meeting of committees of Board of Directors held during the year 2017-18.

MANAGERIAL REMUNERATION:

The Company has paid below mentioned Managerial Remuneration to the Directors and Key Managerial Personnel of the Company during the year Â£017-IS- The Company has not paid any remuneration to other Directors.

Sr, No.	Name of the Director	Designation	Remuneration paid for the year 201718
1	Farukbhai Gulambhai Patel	Chairman & Managing Director	12,00,000/-
2	Santoshkumar Singh	Whole Time Director	1,52,840/*
3	Afzal Aiyub Patel	Chief Financial Officer	84,000/-
4	Nayankumar Babubhai Gamdha (Resigned on September 12, 2017)	Company Secretary	43,720A
5	Rajvi Vinodchandra Upadhyay	Company Secretary	86,036/-

PARTICULARS OF EMPLOYEES:

The Information required under the Companies (Appointment & Remuneration) Rules 2014, as amended from time to time, relating to the statement showing the details of employee(s) of the company who throughout the year was in receipt of remuneration, it is stated that none of the employee In the company has received remuneration above the limits specified in the rule,

EMPLOYEE STOCK OPTION SCHEME:

During the year under review, your Company has not granted any Stock Options under Employee Stock Option Scheme/Employee Stock Purchase Scheme. Further, there were no Stock Options outstanding as on March 31, 201S, Hence there are no disclosures provided, as required under Rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014.

DEPOSITS:

The Company has neither accepted/invited any deposits pursuant to applicable section of the Companies Act, 2013 and rules made thereunder, nor any outstanding deposit of earlier years pursuant to applicable section of the Companies Act, 1956 and rules made thereunder during the year 2017-18.

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

There was no technology absorption and no foreign exchange earnings or outgo, during the financial year 2017-18, Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is to be regarded as Not Applicable. The Company has not entered into any technology transfer agreement.

EXTRACT OF THE ANN UAL RETURN:

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 (the Act) and as prescribed vide Rule 12(1) Is annexed herewith in the prescribed Form MGT-9 and forms part of this Report.

DISCLOSURE OF RELATED PARTY TRANSACTION

All the Related Party Transactions that were entered into during the financial year were in the ordinary course of business and an armâs length basis. {Same detail has been provided in Form AOC- 2 attached herewith)

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The Company has not given any Loans or not provided any securities under section 186 of the Companies Act, 2013 but the Company has given authorization to continuation of existing Corporate Guarantee to M/s. K.F, Energy Limited for obtaining various credit facilities of Rs. 29.57 Crores from State Bank of India, Specialized Commercial Branch, Surat and your Company has also made an Investment of 100 equity shares of Rs.10/- each fully paid up In Evergreen Mahuva Wfndfarms Private Limited on January 18, 2018,

CSR POLICY

The Company has re-constituted the CSR Committee mentioned above in accordance with Section 135(1) of the Companies Act, 2013. The company has also revised and review the CSR policy of the Company and the details of CSR expenditure has been appended in Anncxure I of this Boardâs Report.

CREDIT RATING:

For the year 2017-18, CRISIL (Credit Rating Information Services of India Limited) has undertaken CRISIL rating to the bank facilities of your company dated December 28, 2017 and assigned Long term rating âCRISIL BB /Stableâ and Short term rating âCRISIL A4 â for the total bank Joan facilities rated of Rs. 14.50 Crores,

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND;

The provisions of Section 125(2} of the Companies Act, 2013 does not apply as there was no dividend declared and paid last year.

RISK MANAGEM ENT POLICY:

The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

GENERAL:

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

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of shares (Including sweat equity shares) to employees of the Company under any scheme save and except Â£SOP referred to fn this Report,

4. Bcinn a Public Unlisted Company, provision of Vigil Mechanism is not applicable to the Company.

5. Your Directors further state that during the year under review, there were no cases fifed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Actr 2013,

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

ACKNOWLEDGEMENT:

The Company expresses its sincere gratitude towards different government and other authorities Including local authorities for their co-operation to the management by giving timely approval or clearance towards the projects of the Company, The Company Is also thankful to the shareholders, suppliers, customers and other associates for their co-operation to the management and for their contribution towards the growth of the Company, The Board does hope for the contribution and co-operation from all continuously fn future also,

FOR K,P,L GLOBAL INFRASTRUCTURE LIMITED

DATE:10.08.2018

PLACE: SURAT SANTOSHKUMAR SINGH FARUKBHAI GULAMSHAI PATEL

WHOLE TIME DIRECTOR CHAIRMAN & MANAGING DIRECTOR

DIN:08042286 DIN:00314045

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