Directors Report of KPI Green Energy Ltd.

The Board of Directors are pleased to present the 18^th Annual Report along with the Audited Financial Statements of the Company
for the financial year ended March 31, 2026 ("FY 2025-26/FY26").

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as on March 31, 2026, 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:

1. There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-classified wherever required.

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

2. PERFORMANCE HIGHLIGHTS:

Consolidated Financial Performance:

Total revenue of the Company for the financial year 2025-26
stood at '' 2,74,152.21 lakhs as against '' 1,75,515.76 lakhs for the
financial year 2024-25, showing an increase of 56%.

EBITDA for the financial year 2025-26 stood at '' 1,00,343.26
lakhs as against '' 58,087.40 lakhs for the financial year 2024¬
25, showing an increase of 73%.

Profit after tax for the financial year 2025-26 stood at
'' 50,923.78 lakhs as against '' 32,527.75 lakhs for the financial
year 2024-25 showing an increase of 57%.

Standalone Financial Performance:

Total revenue of the Company for the financial year 2025-26
stood at '' 2,02,820.65 lakhs as against '' 1,60,748.00 lakhs for
the financial year 2024-25, showing an increase of 26%.

EBITDA for the financial year 2025-26 stood at '' 81,709.78
lakhs as against '' 46,009.18 lakhs for the financial year 2024¬
25, showing an increase of 77%.

Profit after tax for the financial year 2025-26 stood at
'' 39,272.86 lakhs as against '' 25,235.42 lakhs for the financial
year 2024-25 showing an increase of 56%.

Operational Highlights:

During the year under review, the Company achieved
significant strategic, operational and financial milestones,
reinforcing its position as one of India''s leading integrated
renewable energy companies. The Company substantially
expanded its Independent Power Producer (IPP) portfolio
through successful commissioning and energisation of
renewable energy projects under long-term Power Purchase
Agreements (PPAs) and crossed the landmark milestone
of 1 GW of energised IPP capacity at the Group level. The
Company strengthened its renewable energy platform
by expanding into emerging clean energy segments
including Battery Energy Storage Systems (BESS), while also

expanding its global footprint through strategic international
collaborations and renewable energy projects. The Company
secured India''s first externally credit-enhanced Green Bond,
obtained Category A Power Trading Licence from GERC and
CERC. With a diversified project pipeline, robust execution
capabilities, strong land bank and evacuation infrastructure,
and continued focus on sustainable innovation, the Company
remains well positioned to create long-term value for its
stakeholders while contributing meaningfully to India''s clean
energy transition.

3. DIVIDEND AND RESERVES:

During the year under review, the Board of Directors of the
Company has declared interim dividends aggregating to
'' 0.65 per equity share having a face value of '' 5/- each on
the paid-up equity share capital of the Company.

Further, the Directors have recommended a final dividend
of '' 0.25 and Special Dividend of ''0.15 per equity share
for Successful Energization of 1 GW IPP Project, totaling to
a dividend of '' 0.40 per equity share for the financial year
2025-26, subject to the approval of the shareholders'' at the
forthcoming 18^th Annual General Meeting of the Company.

Accordingly, the total dividend for the Financial Year 2025-26,
including the proposed final dividend, aggregates to '' 1.05/-
per equity share of '' 5/- each, involving a total cash outflow
of '' 2073.40 lakhs.

As per the Income-Tax Act, 1961, dividends paid or distributed
by the Company shall be taxable in the hands of the
shareholders. Accordingly, the Company makes the payment
of the dividend from time to time after deduction of tax at
source.

The dividend payout is in accordance with the Company''s
Dividend Distribution Policy. The Dividend Distribution Policy,
in terms of Regulation 43A of the SEBI Listing Regulations
is available on the Company''s website athttps//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, 2026.

4. CREDIT RATING:

The Company''s commitment to financial discipline and
prudence is evident from the strong credit ratings assigned by
rating agencies. Detailed information on these credit ratings
is provided in the Corporate Governance Report, which is
included in this Annual Report.

5. SHARE CAPITAL:

Authorised Share Capital:

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

Issued, Subscribed and Paid-up Share Capital of
the Company:

Allotment of equity shares through Employee
Stock Options:

During the year under review, pursuant to the exercise of
vested stock options under KPI Green Energy Employee
Stock Option Plan - ESOP 2023 (''KPI Green - ESOP 2023''), the
Company has alloted 4,50,468 equity shares of face value of
'' 5/- to the eligible employees of the Company.

Raising funds through issuance of Warrants by way
of Preferential issue on private placement basis:

Pursuant to the shareholders'' approval received at the
Extra-ordinary General Meeting held on January 16, 2026,
the Company had issued 1,01,00,000 warrants at a price of
'' 470.30 (Rupees Four Hundred Seventy and Paise Thirty)
per warrant, each convertible into 1 (one) fully paid-up
equity share of the Company of face value of '' 5/- each to
Quyosh Energia Private Limited, promoter group entity, by
way of preferential issue on a private placement basis for an
aggregate consideration of up to '' 4,75,00,30,000/- (Rupees
Four Hundred Seventy-Five Crores and Thirty Thousand Only).
The Company has received 25% of the warrant subscription
amount, i.e., '' 1,18,75,07,500/- (Rupees One Hundred Eighteen
Crores Seventy-Five Lakhs Seven Thousand Five Hundred
Only).

There was no deviation or variation for use of proceeds and
details are available in the Corporate Governance Report
which forms part of this Annual Report.

After the end of the financial year, pursuant to the exercise
of vested stock options under KPI Green - ESOP 2023, the
Company has allotted 3,30,895 equity shares of face value of
'' 5/- to the eligible employees of the Company.

The Authorised Share Capital of the Company as on March
31, 2026 and as on date of the report is '' 1,30,00,00,000/-
(Rupees One Hundred Thirty Crore only) divided into
26,00,00,000 (Twenty-Six Crore) Equity Shares of '' 5/-
(Rupees five only) each.

The Paid-up Share Capital of the Company as on March 31,
2026 is '' 98,67,05,365/- (Ninety-Eight Crore Sixty-Seven Lakh
Five Thousand Three Hundred and Sixty-Five) and divided into
19,73,41,073/- (Nineteen Crores Seventy-Three Lakh forty-One
Thousand and Seventy-Three) Equity Shares of '' 5/- (Rupees
five only) each.

The Paid-up Share Capital of the Company as on the date
of this report is '' 98,83,59,840/- (Ninety-Eight Crore Eight-
Three Lakh Fifty-Nine Thousand Eight Hundred and Forty only)
and divided into 19,76,71,968 (Nineteen Crores Seventy-Six
Lakh Seventy One Thousand Nine Hundred and Sixty-Eight)
Equity Shares of '' 5/- (Rupees five only) each.

6. NON-CONVERTIBLE DEBENTURES:

During the financial year under review, the Company launched
India''s First Externally Credit-Enhanced Green Bond. The
Debenture Committee of the Company, at its meeting held on
September 2, 2025, approved the issuance of secured, listed,
rated, senior, redeemable, transferable, non-convertible
certified ''Green Bonds'' aggregating up to '' 6,70,00,00,000
(Indian Rupees Six Hundred and Seventy Crore Only), having a
face value of '' 1,00,000 (Indian Rupees One Lakh Only) each,
in one or more tranches or series on a private placement
basis, carrying a coupon rate of 8.50% and maturing on
September 11, 2030. Further, the Debenture Committee, at its
meeting held on September 11, 2025, approved the allotment
of 67,000 Non-Convertible Green Bonds having a face value
of '' 1,00,000 each, aggregating to '' 670 crore, on a private
placement basis. These Non-Convertible Debentures are
listed on the National Stock Exchange of India Limited (''NSE'')."
The Annual report on Green bond is provided as Annexure F
of this report.

There was no deviation or variation in the use of proceeds
from the objects for which the funds were raised, and the
same have been utilized in accordance with the objects
stated in the Key Information Document/General Information
Document.

The Company has been regular in making payments of
principal and interest on the NCDs. As on March 31, 2026, the
outstanding NCDs are '' 616.40 crores.

7. PUBLIC 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 FY26 or the previous financial years. The
Company did not accept any deposit during the year under
review.

8. 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 the Company, as the Company is engaged in providing
infrastructural facilities, which is exempted under Section 186
of the Act. The details of loans, guarantee and investments
made during the year under review, are given in the notes
forming part of the financial statements.

9. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

During the year under review, the Board of Directors of Sun
Drops Energia Private Limited, a subsidiary of the Company,
at its meeting held on December 6, 2025, approved the
conversion of the Company from a private limited company
to a public limited company. Pursuant to the approval of the
shareholders at their meeting held on December 29, 2025, the
Company was converted into a public limited company and
consequently, its name was changed from Sun Drops Energia
Private Limited to Sun Drops Energia Limited.

During the year under review, the Company has acquired,
incorporated the following subsidiaries:

During the year under review, the Company, along with its
wholly owned subsidiary, M/s KPark Sunbeat Private Limited,
incorporated five LLPs, namely KPIN Clean Power Five LLP

(LLPIN: ACP-2661) on June 19, 2025, KPIN Clean Power Two LLP
(LLPIN: ACP-5005) on June 28, 2025, KPIN Clean Power Three
LLP (LLPIN: ACP-5861) on July 02, 2025, KPIN Clean Power Four
LLP (LLPIN: ACP-7932) on July 08, 2025 and KPIN Clean Power
One LLP (LLPIN: ACQ-6761) on August 19, 2025. The Company
holds a 99% stake in each of the aforesaid LLPs through
direct capital contribution, while the remaining 1% stake is
held through its wholly owned subsidiary, M/s KPark Sunbeat
Private Limited. Accordingly, KPIN Clean Power Five LLP, KPIN
Clean Power Two LLP, KPIN Clean Power Three LLP, KPIN Clean
Power Four LLP and KPIN Clean Power One LLP became wholly
owned LLPs of the Company with effect from their respective
dates of incorporation.

With the above, the company has below mentioned
subsidiaries as on March 31, 2026, 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 Drops Energia Limited (Formerly Known as Sun
Drops Energia Private Limited), Subsidiary

3. KPark Sunbeat Private Limited, Wholly Owned Subsidiary

4. Miyani Power Infra LLP, Wholly Owned LLP

5. KPIN Clean Power One LLP, Wholly Owned LLP

6. KPIN Clean Power Two LLP, Wholly Owned LLP

7. KPIN Clean Power Three LLP, Wholly Owned LLP

8. KPIN Clean Power Four LLP, Wholly Owned LLP

9. KPIN Clean Power Five LLP, Wholly Owned LLP

After the Closure of the Financial year, the Company has
incorporated the following wholly owned subsidiaries:

1. KPGC Global Corporation IFSC Private Limited having
CIN: (U66190GJ2026PTC177001) on April 23, 2026.

2. KPGC One Private Limited having CIN:
(U35105GJ2026PTC179348) on June 18, 2026.

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, 2026 in the
prescribed format AOC-1, is attached as Annexure C, which
forms part of this report.

Material Subsidiaries:

For the Financial year 2025-26, M/s KPIG Energia Private
Limited and M/s Sun Drops Energia Limited (Formerly Known
as Sun Drops Energia Private Limited), are the unlisted material
subsidiaries of the Company in terms of the requirement of
Regulation 16 of the SEBI Listing Regulations. The Company
has a policy for determining ''material subsidiaries'' which is
uploaded on the website of the Company athttpsV/www
kpigreenenergy com/policies-disclosures html

10. ALTERATION IN THE CONSTITUTIONAL
DOCUMENT:

The Shareholders at 17^th AGM of the Company held on
September 26, 2025 approved the alteration of Main Object
Clause of the Memorandum of Association of the Company
to include clauses which enable the Company to explore
additional opportunities in the renewable energy sector.

11. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Board of Directors:

As on March 31, 2026, the Company''s Board had Ten members
comprising of two Executive Directors, two Non-Executive and
Non-Independent Directors and six 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. The following changes took
place in the Directorships and Key Managerial Personnel:

Appointment/Re-appointment during FY26:

During the year under review, the appointment of Mr. Satya
Gopal (DIN: 08144273) as a Non-Executive Independent
Director was approved by the shareholders through a Postal
Ballot on June 6, 2025.

After the Closure of the Financial year, following appointments
were made:

Mr. Rajesh Shrivastava (DIN: 08757239) was appointed as
Additional Director and Whole Time Director of the Company
w.e.f. May 15, 2026. His appointment as Whole Time Director
was approved by the shareholders by way of Postal Ballot on
July 25, 2026.

Mrs. Venu Birappa (DIN: 09123017) was re-appointed as
Independent Director of the Company, for a second term
of five consecutive years, with effect from August 3, 2026 to
August 2, 2031, at the meeting of the Board of Directors held
on May 15, 2026. Her appointment as Independent Director
was approved by the shareholders by way of Postal Ballot on
July 25, 2026.

Mrs. Venu Birappa has made significant contributions during
her tenure as an Independent Director. She has consistently
upheld high standards of integrity and independence and
actively participated in Board deliberations. Her professional
expertise and understanding of the Company and its industry
have enriched Board discussions and decision-making. The
Board appreciates her continued valuable contribution.

Prof. Sunil Kumar Maheshwari (DIN: 02317160) was appointed
as an Additional Non-Executive Director and; designated as
the Vice-Chairman of the Board, with effect from July 3, 2026,
subject to the approval of the shareholders. The resolution
seeking shareholders'' approval for his appointment forms
part of the Notice.

Mr. Sharadchandra Babhutabhai Patil (DIN: 09345575) was
re-appointed as Independent Director of the Company, for
a second term of five consecutive years, with effect from
October 06, 2026 up to October 05, 2031 (both days inclusive),
at the meeting of the Board of Directors held on September
2, 2026. The resolution seeking shareholders'' approval for his
appointment forms part of the Notice of the ensuing Annual
General Meeting.

Mr. Sharadchandra Babhutabhai Patil has made significant
contributions during his tenure as an Independent Director. He
has consistently demonstrated integrity and independence
and actively participated in Board and Committee
deliberations. His professional expertise and understanding of
the Company and its industry have enriched Board discussions
and decision-making.

Re-appointment of Director(s) in the ensuing AGM:

In accordance with the provisions of Section 152 of the Act,
read with the rules made thereunder, Mrs. Bhadrabala
Dhimantrai Joshi (DIN: 07244587) is liable to retire by rotation
at the ensuing AGM and being eligible, offers herself for re¬
appointment.

The Board, on recommendation of Nomination and
Remuneration Committee of the Company, recommends
the re-appointment of Mrs. Bhadrabala Dhimantrai Joshi as
Director for the approval.

Brief details as required under Secretarial Standard-2 and
Regulation 36 of SEBI Listing Regulations, are provided in the
Notice of AGM.

Declaration from Independent Directors:

The Company has received declarations from all the
Independent Directors of the 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.

Key Managerial Personnel:

During the year under review, there has been no change in the
KMP of the company.

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, 2026:

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.

After the Closure of the Financial year, Ms. Rajvi Upadhyay
resigned from the position of Company Secretary and
Compliance Officer of the Company with effect from April 2,
2026, and continues to be associated with the Company in
a different capacity. The Board places on record its sincere
appreciation for the valuable contributions made by her during
her tenure. Consequent to her resignation, Mr. Krunal Bhatt
was appointed as the Company Secretary and Compliance
Officer of the Company with effect from April 2, 2026.

After the Closure of the Financial year, Mr. Rajesh Shrivastava
(DIN: 08757239) was appointed as the Key Managerial
Personnel of the Company with effect from May 15, 2026.

After the Closure of the Financial year, Mr. Salim Suleman
Yahoo has resigned from the position of Chief Financial Officer
(CFO) and Key Managerial Personnel (KMP) of the Company
vide his resignation letter dated August 11, 2026. He shall be

relieved from his duties and cease to hold the position of CFO
and KMP with effect from September 2, 2026. The Board
places on record its sincere appreciation for the valuable
contributions made by him during his tenure. Consequent
to his resignation, Mr. Kapil Kriplani was appointed as Chief
Financial Officer & Key Managerial Personnel of the Company
designated as Group Chief Financial Officer (KP Group) with
effect from August 11, 2026.

12. MEETINGS OF BOARD OF DIRECTORS:

The Board met 9 (Nine) 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 Annual Report.

13. COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has constituted various statutory committees
of the Board as required under the Companies Act, 2013 and
the SEBI Listing Regulations. As on March 31, 2026, the Board
has constituted the following committees/sub-committees.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

Details of the committees such as terms of reference,
composition and meetings held during the year under review
are disclosed in the Corporate Governance Report, which
forms part of this Annual Report.

14. INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on February 18, 2026, 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 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 management and the Board that is necessary
for the Board to effectively and reasonably perform their
duties.

15. 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.

16. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

The Company conducts familiarisation sessions for all the
members of the Board including the Independent Directors at
the time of appointment and on an ongoing basis to provide
them an update on business, strategy, operations, and
governance.

The details of the training and familiarisation programme are
given in the Report of Corporate Governance forming part of
this Annual Report and are also available on the Company''s
website athttps//wwwkpigreenenergycom/policies-
disclosures html.

17. RELATED PARTY TRANSACTIONS:

All transactions with related parties 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. Prior approvals are
also being obtained for related party transactions which are
long-term in nature and are being placed for noting by Audit
Committee, in compliance of requirements of SEBI Listing
Regulations. 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 the Company''s Policy on Related Party
Transactions.

During the year, the Company has not entered into any
contracts, arrangements or transactions that fall under the
scope of Section 188 (1) of the Act. Accordingly, the prescribed
Form AOC-2 is not applicable to your Company for FY26 and
hence does not form part of this report.

The materially significant Related Party Transactions
pursuant to the provisions of SEBI Listing Regulations were
duly approved by the shareholders of the Company in the
16^th Annual General Meeting held on September 25, 2024
and through Postal Ballot on December 19, 2024 (last date
of e-voting).

The Policy on Related Party Transactions is available on the
Company''s website and can be assessed using the link:
httpsV/wwwkpigreenenergycom/policies-disclosures html

Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, the Company has filed half yearly reports to the
stock exchanges, for the related party transactions.

18. AUDITORS & AUDITORS'' REPORT:Statutory Auditor:

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 re¬
appointed as a Statutory Auditors 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. The second term of K A Sanghavi & Co. LLP as the
Statutory Auditors of the Company expires at the conclusion
of the ensuing 18^th AGM. Representatives of M/s. K A Sanghavi
& Co. LLP, Statutory Auditor of the Company attended the
previous AGM of the Company held on September 26, 2025.

Statutory Auditors have expressed their unmodified opinion on
the Standalone and Consolidated Financial Statements and
their reports do not contain any qualifications, reservations,
adverse remarks, or disclaimers.

Pursuant to the provisions of the Sections 139, 142 and other
applicable provisions, if any of the Act and Rules issued
thereunder, and based on the recommendation of the Audit
Committee, the Board of Directors at their meeting held
on August 11, 2026 have approved and recommended to
the shareholders at the ensuing 18^th AGM of the Company,
the appointment of MSKC & Associates LLP Chartered
Accountants (Firm''s Registration No.: 001595S/S000168), a
member firm of BDO International, as the Statutory Auditors
of the Company, to hold office for a term of five consecutive
years from the conclusion of the ensuing 18^th AGM till the
conclusion of 23^rd AGM of the Company.

The Company has received written consent and certificate
of eligibility in accordance with Sections 139, 141 and other
applicable provisions of the Act and Rules issued thereunder,
from MSKC & Associates LLP. They have confirmed to hold
a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India as required under
the Listing Regulations.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the rules made thereunder, and Regulation
24A of SEBI Listing Regulations, M/s. Chirag Shah &
Associates, Practicing Company Secretaries, (Peer Review
Number 6543/2025), were appointed as Secretarial Auditor
for a term of 5 (five) consecutive years commencing from
financial year 2025-26 to financial year 2029-30 to undertake
the Secretarial Audit of the Company. Further, the Secretarial
Auditor have confirmed that they are not disqualified to be
appointed as a Secretarial Auditor and are eligible to hold
office as Secretarial Auditor of the Company. The Secretarial
Audit Report for the year under review is provided as Annexure
A of this report. The Secretarial Audit Report does not contain
any qualifications, reservation or adverse remarks.

As per the requirements of SEBI Listing Regulations, the
material unlisted subsidiary of the Company i.e. M/s KPIG
Energia Private Limited and M/s Sun Drops Energia Limited
(Formerly Known as Sun Drops Energia Private Limited) have
also undertaken secretarial audit for the FY26. The Secretarial
Audit Report of the Company along with the material
subsidiary companies in ’Form MR-3'' for the year under review
is provided as Annexure A of this report.

Cost Auditor:

Pursuant to the provisions of Section 148(1) of the Companies
Act, 2013, read with the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to maintain cost records
as specified by the Central Government. Accordingly, such
accounts and records are made and maintained by the
Company. M/s. V.M. Patel & Associates, Cost Accountants
(Firm Registration No. 101519), the Cost Auditor are in the
process of carrying out the cost audit of the Company for
FY26.

Further, pursuant to the provisions of Section 148 of the
Companies Act, 2013, read with the Companies (Cost Records
and Audit) Rules, 2014, the Board has appointed M/s. V.M. Patel

& Associates, Cost Accountants (Firm Registration No. 101519),
as the Cost Auditor to audit the cost records of the Company
for the financial year 2026-27. The remuneration payable to
the Cost Auditor is subject to ratification by the Members and
accordingly, the necessary Resolution for ratification of the
remuneration payable to M/s. V.M. Patel & Associates, Cost
Accountants, for the audit of cost records of the Company
for FY 2026-27, is being placed for the approval of the
shareholders of the Company at the ensuing AGM.

Reporting of frauds by Auditors:

During the year under review, the Statutory Auditor and
Secretarial 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.

19. 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.

20. 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 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, in terms of Section 136
of the Act, the Annual Report is being sent to the shareholders
and others entitled thereto, excluding the said annexure,
which is available for inspection by the shareholders at the
Registered Office of the Company during business hours on
working days of the Company. If any shareholder is interested
in obtaining a copy thereof, such shareholder may write to the
Company Secretary in this regard.

21. COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961:

The Company is committed to providing a safe, inclusive,
and supportive workplace for all employees. During the year
under review, the Company has complied with all applicable
provisions of the Maternity Benefit Act, 1961. All eligible women
employees have been extended the benefits as prescribed
under the Act, including paid maternity leave, nursing breaks,
and other applicable entitlements. The Company continues

to ensure that policies are aligned with statutory requirements
and promotes the well-being of women employees.

22. EMPLOYEE STOCK OPTION PLAN:

The Company has implemented the KPI Green - ESOP 2023
Plan to provide equity based incentives to certain eligible
employees of the Company and its subsidiary companies.
There is no material change in KPI Green - ESOP 2023 Plan
during the year under review and the scheme is in compliance
with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

The details of stock options granted under the ''KPI Green-
ESOP 2023'' Plan, along with the required disclosures pursuant
to the SEBI SBEB Regulations, and the certificate from the
Secretarial Auditor confirming compliance with Regulation
13 of the said Regulations, are available on the Company''s
website at www.kpigreenenergy.com/Investor-Information.
html. The certificate will also be available for electronic
inspection by the members during the AGM.

The ''KPI Green-ESOP 2023'' Plan is being implemented in
accordance with the provisions of the Act and the SEBI
SBEB Regulations, and is also available on the Company''s
website athttps//www kpigreenenergy com/disclosure-under-
regulation-46-?-of-sebi-lodr-regulations-?015 html

There were no stock options granted during the Financial
Year 2025-26. Subsequent to the end of the financial year,
the Company granted 5,71,365 Stock Options to eligible
employees of the Company, as per KPI Green - ESOP
2023 Plan.

23. 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 athttps//www
kpigreenenergy com/policies-disclosures html

Board Diversity

The Company recognizes and embraces the importance of a
diverse Board in its success. The Board has adopted the Board
Diversity Policy which sets out the approach to the diversity
of the Board of Directors. The said Policy is available on the
website of the Company athttps://www.kpigreenenergy.
com/policies-disclosures.html.

Succession Plan

The Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management. The
Nomination and Remuneration Committee implements this
mechanism in concurrence with the Board.

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 athttps//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 cultura
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 cyber attack scenarios, the Company has
taken significant strides to bolster its cybersecurity posture
We periodically review and enhance our processes anc
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:

The Company has adopted a Code of Conduct ("Code") tc
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
("UPSI"). The Code covers Company''s obligation to maintain c
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 UPSI which has been
made available on the Company''s websitehttpsV/www
kpigreenenergy com/policies-disclosures html

24. 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 o
Directors and employees who avail of the mechanism and
also provides for direct access to the Chairman of the Audi
Committee in exceptional cases. No person has been denied
access to the Chairman of the Audit Committee. The said
policy is uploaded on the website of the Companyhttps/,
www kpigreenenergy com/policies-disclosures html

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

25. CORPORATE SOCIAL RESPONSIBILITY
(CSR):

The Company remains committed to creating a positive
social impact by undertaking its business activities in a
responsible and sustainable manner. Through its Corporate
Social Responsibility ("CSR") initiatives, the Company strives to

contribute to the welfare and socio-economic development
of the communities it serves, in compliance with the provisions
of Section 135 of the Companies Act, 2013 and the rules
framed thereunder.

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 athttps://www.kpigreenenergy.com/policies-
disclosures.html. The Annual Report on CSR activities is
annexed as Annexure B to this report.

The Chief Financial Officer of the Company has certified that
CSR spends of the Company for FY26 have been utilized for
the purpose and in the manner approved by the Board of the
Company.

26. 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.

27. CORPORATE GOVERNANCE REPORT:

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, the Company has formulated
and implemented a Code of Conduct for all Board members
and senior management personnel of the Company (''Code
of Conduct''), who have affirmed the compliance thereto. The
Code of Conduct is available on the website of the Company
athttps//www kpigreenenergy com/policies-disclosures html

28. 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, 2026, describing the initiatives taken by the
Company from an environment, social and governance (ESG)
perspective, forms part of this Annual Report.

29. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return
as on March 31, 2026, 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

30. 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.

31. 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, the
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 ICs includes external
members with relevant experience. 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
personal orientation on POSH policy adopted by the Company.

During the year under review, no complaints related to sexual
harassment were received. The details are as follows:

(a) Complaints received during the year: Nil

(b) Complaints resolved during the year: Nil

(c) Cases pending for more than ninety days: Nil

32. 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 athttps//
www kpigreenenergy com/policies-disclosures html

33. 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 Financial Statements,
the applicable accounting standards have been followed
and there are no 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 financial statements 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 operating effectively;

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

34. SECRETARIAL STANDARDS:

During the year under review, the Company has devised proper
systems and processes for complying with the requirements
of applicable provisions of Secretarial Standards issued by
the Institute of Company Secretaries of India and that such
systems were adequate and operating effectively.

35. 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:

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

• Issue of Sweat Equity Shares to employees of the
Company.

• 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.

• 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).

• Application made or any proceeding is pending under
the Insolvency and Bankruptcy Code, 2016.

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

• Revision of financial statements and Directors'' Report of
the Company.

• 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.

• Neither the Managing Director nor the Whole-time
Directors of the Company, receives any commission
from any of its subsidiaries.

36. ACKNOWLEDGEMENT:

The Directors wish to convey their heartfelt appreciation to
the Company''s bankers, financial institutions, government and
regulatory authorities, customers, suppliers, business partners,
shareholders, and all other stakeholders for their consistent
support and trust in the Company, both directly and indirectly,
throughout the year. Their encouragement has been a key
pillar in the Company''s continued progress.

The Directors also extend their sincere gratitude to every
member of the KP Family for their unwavering dedication,
hard work, and commitment across all levels. Their collective
efforts, resilience, and passion have been instrumental
in driving the Company''s sustained growth, operational
excellence, and long-term success.

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

Dr. Faruk G. Patel Moh. Sohil Dabhoya

Chairman & Managing Director Whole Time Director

DIN: 00414045 DIN: 07112947

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)

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:

• 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.

• 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.

• 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:

• 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:

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:

• 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.

• 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:

• 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.

• 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.

• 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.

• 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.

• 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.

• 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 ("Code”) 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 ("UPSI”). 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:

• 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;

• 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;

• 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);

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

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

• Revision of financial statements and Directors'' Report of the Company;

• 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;

• 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

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:

(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.

• 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.

• 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.

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.

• 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:

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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:

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.kpigreenenergy.com/ policies-disclosures.html.

23. 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.

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:

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 - E of this Report.

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:// www¦kpiareenenerav¦Com/policies-disdosures¦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:// www¦kpiareenenerav¦Com/policies-disclosures¦html¦

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:

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.

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:

• 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

• 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).

• 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.

• Change in the nature of business of your Company

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

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

• Revision of financial statements and Directors'' Report of the Company

• 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.

• 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.

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:

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

STATE OF THE COMPANY’S 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 “K P Avenue” city survey no. 495,496, 497, 499 & 500 at Taluka: Qlpad, Oist: Surat” 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:

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 Company’s 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 17„ 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

- STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

For redressing the shareholder/ Investor complaints and grievances, the Company has constituted the Stakeholders’ 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 Stakeholders’ 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 £017-IS- The Company has not paid any remuneration to other Directors.

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 arm’s 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 Board’s 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 “CRISIL BB /Stable” and Short term rating “CRISIL A4 ” 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 £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