K.P. Energy Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 17 th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2026 (FY 2025-26/FY26).

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of your 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).

Your Companys financial performance (standalone and consolidated) for the year ended March 31, 2026, is summarised below:

(E In lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-2025	2025-26	2024-2025
Revenue from operations	1,48,755.48	92,654.88	1,49,709.07	93,904.58
Other Income	841.03	1,676.79	845.26	1,940.69
Total Income	1,49,596.51	94,331.68	1,50,554.33	95,845.27
Less: Expenditure	(1,17,026.13)	(75,197.46)	(1,17,710.24)	(76,237.41)
Earnings before interest, tax, depreciation and amortization (EBITDA)	32,570.38	19,134.22	32,844.09	19,607.86
Less: Finance Cost	(4,624.63)	(2,878.98)	(4,565.81)	(2,871.70)
Less: Depreciation	(2,826.92)	(1,246.39)	(2,833.26)	(1,265.60)
Profit Before Taxation	25,118.83	15,008.85	25,445.02	15,470.56
Less: Share of Profit/(Loss) from an associate	-	-	(48.83)	(71.59)
Less: Tax expenses	(7,133.02)	(3,801.36)	(7,255.84)	(3,866.42)
Profit for the period	17,985.81	11,207.49	18,140.35	11,532.55

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

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

Performance Highlights:

Consolidated Financial Performance:

The Total revenue from operations of your Company for the FY 2025-26 stood at E 1,497.09 Crores as against E 939.05 Crores for the corresponding previous financial year, showing an increase of 59% .

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of E 328.44 Crores compared to E 196.08 Crores in the previous financial year, showing an increase of 68% .

Net profit for FY 2025-26 is E 181.40 Crores as compared to E 115.33 Cr in the previous financial year, showing an increase of 57% .

The Basic Earnings per share stood at E 27.07 on face value of E 5/- each.

Standalone Financial Performance:

The Total revenue from operations of your Company for the FY 2025-26 stood at E 1487.55 Crores as against E 926.55 Crores for the corresponding previous financial year, showing an increase of 61% .

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of E 325.70 Crores as against E 191.34 Crores for previous financial year, showing growth of 70% .

Net profit for FY 2025-26 is E 179.86 Crores as compared to E 112.07 Crores in the previous financial year, showing an increase of 60% .

The Basic Earnings per share stood at E 26.84 on face value of E 5/- each.

Operational Highlights:

Strong Project Execution and Healthy Order Pipeline:

During FY2025-26, the Company further strengthened its execution capabilities by expanding its project pipeline to over 2.16 GW. The Company continued to execute utility-scale wind and wind-solar hybrid projects across multiple states, reinforcing its position as a leading Balance of Plant (BoP) solutions provider in the renewable energy sector.

Major Order Wins:

Under IPP Segment:

- 100 MW ISTS-connected Wind Power Project awarded by Solar Energy Corporation of India Limited (SECI).

- 100 MW Wind Power Project from Gujarat Urja Vikas Nigam Limited GUVNL.

Under EPC Segment:

- 99 MW EPC Wind Project from Inox Renewable Solutions.

- 40.8 MW Hybrid Wind- Solar Power Project awarded by Enerparc Energy.

- 91.4 MW Hybrid Wind- Solar Power Project awarded by JK Paper Ltd.

Expansion of Independent Power Producer (IPP) Business:

The Company continued to strengthen its Independent Power Producer (IPP) portfolio, with 248.5 MW of total IPP assets, including 48.5 MW operational and 200 MW under implementation. This expansion is expected to enhance recurring annuity-based revenue and improve long-term earnings stability.

Entry into Power Trading Business:

A significant strategic milestone during the year was the receipt of a Category-V Inter-State Electricity Trading Licence from the Central Electricity Regulatory Commission (CERC). This licence enables the Company to participate in pan-India electricity markets and creates new opportunities to supply renewable power to commercial and industrial consumers through exchange-based and bilateral transactions.

Investment in Technology and Operational Excellence:

The Company continued to invest in operational excellence through:

- Advanced in-house Wind Resource Assessment capabilities.

- Execution of larger-capacity wind turbines.

- AI-enabled Network Operations Centre (NOC) for predictive maintenance.

- Expansion of its Operations & Maintenance portfolio to over 646 MW.

These initiatives improve project execution, operational reliability, and asset performance while enhancing customer value.

2. CREDIT RATING:

The Companys commitment to prudent financial management, operational excellence and a strong financial profile is reflected in the credit ratings assigned by the credit rating agency during the financial year 2025-26. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

3. DIVIDEND AND RESERVES:

Dividend:

During the year under review, the Company has paid interim dividend(s) aggregating to 65 Paisa (13%) per equity shares having a face value of E 5/- each fully paid-up. Further, your Directors have recommended a final dividend of 25 paisa (5%) per equity share of E 5/- each fully paid-up for FY 2025-26. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM).

The total dividend for the financial year 2025-26, including the proposed final dividend, amounts to 90 Paisa (18%) per equity share of E 5/- each fully paid- up and would entail a total cash outflow of E 605.77 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.

Details of the dividend paid by the Company during the financial year 2025-26 are stated below:

(E In lakhs)

Particulars	Gross Dividend Amount	Tax Deducted at Source	Net Dividend Amount
Final Dividend FY 2024-25	66.91	5.56	61.35
1 st Interim Dividend FY 2025-26	133.81	10.33	123.48
2 nd Interim Dividend FY 2025-26	167.27	14.09	153.19
3 rd Interim Dividend FY 2025-26	135.19	11.39	123.80
Total	503.18	41.37	461.82

The aforesaid dividends are being paid by the Company from its profits for the respective financial years.

The dividend recommended is in accordance with the Dividend Distribution Policy (DD Policy) of the Company. The DD Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on the Companys website at https://kpenergy.in/Code-and-Policies .

Transfer to Reserves:

Your Company has transferred the whole amount of Profit to Retained Earnings account as per annexed audited financial statement for the year ended March 31, 2026.

4. AMOUNT OF UNPAID/UNCLAIMED DIVIDEND TRANSFER TO UNPAID DIVIDEND ACCOUNT OF THE COMPANY:

During the financial year 2025-26, your Company transferred an amount of E 1,30,861.58/- against the unpaid/unclaimed dividend to the Unpaid Dividend Account. The Statements of unpaid/unclaimed dividend are uploaded on the Companys website at https://kpenergy.in/S-O-U-A-U-D .

5. SHARE CAPITAL:

Authorised Share Capital:

During the FY 2025-26, there was no change in the authorised share capital of the Company. The authorised share capital of your Company is E 35,00,00,000 (Rupees Thirty-Five Crores only), divided into 7,00,00,000 (Seven Crores) equity shares of E 5/- (Rupees Five only) each.

Paid-up Share Capital:

During the FY 2025-26, the paid-up equity share capital of the Company increased from E 33,34,50,000 (Rupees Thirty-Three Crores Thirty-Four Lakhs Fifty Thousand only) divided into 6,66,90,000 (Six Crores Sixty-Six Lakhs Ninety Thousand) equity shares of E 5/- (Rupees Five only) each to E 33,79,79,205 (Rupees Thirty-Three Crores Seventy-Nine Lakhs Seventy- Nine Thousand Two Hundred Five only) comprising 6,75,95,841 (Six Crores Seventy Five Lakhs Ninety Five Thousand Eight Hundred Forty One) equity shares of E 5/- (Rupees Five only) each, consequent to allotment of:

• 2,17,041, equity shares of E 5/- (Rupees Five only) each upon exercise of stock option under KP Energy Limited Employee Stock Option Plan, 2023; and

• 6,88,800, equity shares of E 5/- (Rupees Five only) each pursuant to conversion of equivalent number of warrants to Dr. Faruk G. Patel, Promoter and Managing Director of the Company.

6. 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. Your Company did not accept any deposit during the year under review.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Act, with respect to 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 details of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3)(l) of the Act, there are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2026, your Company has Five (5) subsidiary companies, One (1) associate company and Five (5) project specific Special Purpose Vehicles (SPVs) in form of Limited Liability Partnership as below:

- K.P Energy Mahua Windfarms Private Limited, Subsidiary

- Wind Farm Developers Private Limited, Subsidiary

- Ungarn Renewable Energy Private Limited, Subsidiary

- HGV DTL Transmission Projects Private Limited, Wholly Owned Subsidiary

- KP Energy OMS Limited, Wholly Owned Subsidiary

- VG DTL Transmission Projects Private Limited, Associate

- Mahuva Power Infra LLP, SPV

- Manar Power Infra LLP, SPV

- Belampar Power Infra LLP, SPV

- Hajipir Renewable Energy LLP, SPV

- Vanki Renewable Energy LLP, SPV

There has been no change in the nature of the business of the subsidiary companies, associate company and SPVs, during the year under review.

During the year under review, the following changes have taken place in subsidiaries, associate and project specific SPVs:

Your Company has disinvested its entire 51% stake held in Evergreen Mahuva Windfarms Private Limited. Pursuant to this disinvestment, Evergreen Mahuva Windfarms Private Limited has ceased to be subsidiary of the Company.

The performance, financial position and details as required under section 129 of the Act for each of the subsidiary and associate companies for the financial year ended March 31, 2026, in the prescribed format AOC-1, is attached as Annexure - III , which forms part of this report.

10. MATERIAL SUBSIDIARY:

As per criteria given in Regulation 16 of the SEBI Listing Regulations, based on financial statements as on March 31, 2026, your Company had no unlisted material subsidiary. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Companys website at: https://kpenergy.in/Code-and-Policies .

11. ALTERATION IN THE CONSTITUTIONAL DOCUMENT:

During the year under review, the shareholders of the Company, vide postal ballot dated August 9, 2025, approved the following amendments to the constitutional documents of the Company:

• alteration of the Main Object Clause of the Memorandum of Association to incorporate provisions relating to the trading of electricity and to facilitate the Companys expansion into additional opportunities within the renewable energy sector.

• alteration to the Articles of Association of the Company with respect to deletion of the common seal clause.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of Directors:

As of March 31, 2026, your Companys Board had Nine members, consisting of three Executive Directors, three Non-Executive and Non-Independent Directors and three Non-Executive Independent Directors. The Board have three Woman Directors. The details of Board and Committee composition, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, proficiency and they hold the highest standards of integrity.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors and Key Managerial Personnel:

During the year under review, following changes took place in the Directorships:

Appointment:

• Dr. Indu Rao Kaveti (DIN: 10427689) was Appointed as an Additional Director (Non-Executive Independent) w.e.f. September 29, 2025. Her appointment as a Non-Executive Independent Director was subsequently approved by the members through postal ballot dated December 17, 2025.

• As on the date of this report, the Board of Directors of the Company appointed Prof. Sunil Kumar Maheshwari (DIN: 02317160) as Whole Time Director designated as Vice Chairman with effect from July 3, 2026. His appointment is subject to the approval of shareholder at the ensuing Annual General Meeting.

Re-appointment of Director(s):

• Mr. Affan Faruk Patel (DIN: 08576337) was reappointed as the Whole Time Director of the Company for a further term of five (5) years, with effect from September 29, 2025 up to September 28, 2030, as approved by the shareholders vide postal ballot dated August 9, 2025.

• In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mrs. Bhadrabala Dhimantrai Joshi, Non-Executive Non-Independent Director (DIN: 07244587), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Your Board, on recommendation of Nomination and Remuneration Committee of your Company, recommends the re-appointment of Mrs. Bhadrabala Dhimantrai Joshi 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 ensuing Annual General Meeting.

Continuation of Directorship position:

• Pursuant to the Regulation 17(1A) of SEBI Listing Regulations, the Shareholders of the Company through postal ballot on August 9, 2025, approved the continuation of directorship of Mr. Rajendra Kundanlal Desai (DIN: 00198139) as a NonExecutive Independent Director of the Company, notwithstanding that he will attain the age of 75 (Seventy-Five) years on March 27, 2026, up to the expiry of his current term.

Cessation/Resignation:

• Mrs. Harsha Chirag Koradia (DIN: 08007668) resigned from the position of Non-Executive Independent Director of the Company, with effect from July 1, 2025.

• Dr. Neethimani Karunamoorthy (DIN: 01660111) resigned from the position of Non-Executive Independent Director of the Company with effect from November 11, 2025.

• As on the date of this report, Mr. Amit Khandelwal (DIN: 09287996) resigned from the position of Whole Time Director of the Company, with effect from July 3, 2026.

The Board places on record its sincere appreciation for the valuable contributions made during his tenure on the Board of the Company.

Key Managerial Personnel (KMP):

During the year under review, there was no change in the KMPs of your Company.

As on the date of this report, following are the KMPs of your Company as per Sections 2(51) and 203 of the Act:

• Dr. Faruk G. Patel, Managing Director

• Mr. Affan Faruk Patel, Whole Time Director

• Prof. Sunil Kumar Maheshwari, Whole Time Director

• Ms. Shabana Ahmed Belim, Chief Financial Officer

• Mr. Karmit Sheth, Company Secretary & Compliance Officer

13. COMMITTEES OF THE BOARD:

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

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.

14. MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors 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.

15. INDEPENDENT DIRECTORS MEETING:

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Independent Directors met on March 25, 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 Chairperson 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.

16. BOARD EVALUATION:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee (NRC) to formulate a process for effective evaluation of the performance of the Individual Directors, Committees of the Board, and the Board as a whole. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

All Independent Directors are taken through a detailed induction and familiarisation program when they join the Board of the Company and are regularly updated on the Companys 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 Companys website at https://kpenergy.in/Code-and-Policies .

18. DECLARATION BY AN INDEPENDENT DIRECTOR:

Your 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 Companys code of conduct.

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees (Nomination, Remuneration and Evaluation Policy) which is available on the website of your Company at https://kpenergy.in/Code-and- Policies . Your Companys Nomination, Remuneration and Evaluation Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

Board Diversity

Your 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 at https://kpenergy.in/Code-and-Policies .

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.

20. AUDITORS AND AUDITORS REPORT:

Statutory Auditors & Auditors Report:

M/s. M A A K and Associates, Chartered Accountants (Firm Registration No 135024W) (MAAK), was

appointed as Statutory Auditors of the Company at the 12 th AGM, to hold office till the conclusion of 17 th AGM to be held in the year 2026. The term of M/s. MAAK and Associates as Statutory Auditors of the Company expires at the conclusion of the ensuing 17 th AGM.

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 17 th AGM of the Company, the appointment of MSKC & Associates LLP, Chartered Accountants (Firms Registration No.: 001595S/S000168) (MSKC), as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the ensuing 17 th AGM till the conclusion of 22 nd 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. 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 SEBI Listing Regulations. Further, the MSKC has confirmed that they are not disqualified to act as Statutory Auditor and are eligible to hold office as Statutory Auditor of your Company.

MAAK has expressed their unmodified opinion on the Standalone and Consolidated Financial Statements of the Company, for the financial year 2025-26 and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

Representatives of M/s. MAAK and Associates, Statutory auditors of your Company attended the previous AGM of your Company held on September 26, 2025.

Secretarial Auditor & Auditors Report:

Pursuant to section 204 of the Act, read with the rule made thereunder and Regulation 24A of SEBI Listing Regulations, M/s. Chirag Shah & Associates, Practicing Company Secretary, were appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive years from financial year 2025-26 to financial year 2029-30.

M/s. Chirag Shah & Associates have confirmed that they are not disqualified to continue as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company. The Secretarial Audit Report for the year under review is provided as Annexure-I of this report.

Cost Auditor & Auditors Report:

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. Nanty Shah & Associates, Cost Accountants, Cost Auditors of the Company for FY 2025-26.

The Board of Directors of your Company, on the recommendation made by the Audit Committee, re-appointed M/s. Nanty Shah & Associates, Cost Accountants, as the Cost Auditor of the Company to conduct the audit of cost records made and maintained by the Company of applicable products for the financial year 2026-27. M/s. Nanty Shah & Associates, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2026-27 and have confirmed that they are not disqualified to be appointed as such.

The remuneration payable to the Cost Auditor shall be subject to ratification by the shareholders at the ensuing Annual General Meeting. Accordingly, the necessary resolution for ratification of the remuneration payable to cost auditor for the financial year 2026-27, has been included in the Notice forming the part of this Annual Report.

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 fraud(s) committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Act.

21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established adequate, robust, and effective internal control systems, incorporating best practices commensurate with its size and scale of operations. These systems ensure that all assets are safeguarded and protected, and that transactions are authorised, recorded, and reported accurately.

The internal audit function covers a wide range of operational areas and ensures compliance with defined standards concerning the availability and adequacy of policies and procedures. During the year, no material weaknesses in the design or operation of these controls were observed.

22. 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 to the median of employees remuneration is provided in Annexure - V 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 your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

23. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. Your Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. Your Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

24. EMPLOYEE STOCK OPTION PLAN:

The Company had implemented KP Energy Limited - Employee Stock Option Plan 2023 (KP Energy- ESOP 2023/the Plan), which was approved by the shareholders in the 14 th Annual General Meeting held on September 29, 2023. KP Energy-ESOP 2023 enables grant of stock options to the eligible employees of the Company and of Group Companies including subsidiary company(ies) and/or associate company(ies) of the Company not exceeding 5,00,000 Shares.

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 considers 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 (SEBI SBEB Regulations). The Nomination and Remuneration Committee (NRC) administers the Plan and functions as the Compensation Committee for the purposes of SEBI SBEB Regulations.

The Shareholders of the Company, on February 2, 2024, through Postal Ballot, approved the issuance of Bonus equity shares in the ratio of 2:1 (Two new equity shares for every one equity share held in the Company) and owing to the bonus issue, the ESOP Pool was increased to 15,00,000 (Fifteen Lakh) ESOPs.

Further NRC in its meeting dated May 31, 2025, approved the allotment of 2,17,041 equity shares of face value of E 5/- each (Rupees Five) to the eligible employees pursuant to exercise of options, under KP Energy- ESOP 2023.

As on March 31, 2026, an aggregate of 6,07,508 Options were outstanding which constitute 0.90% of the paid- up equity share capital of the Company as on that date.

The details of stock options granted under the KP Energy-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 SBEB Regulations, are available on the Companys website at https:// kpenergy.in/Employee-Stock-Option-Plan-Disclosure . The certificate will also be available for electronic inspection by the members during the Annual General Meeting.

The KP Energy-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 Companys website at https://kpenergy.in/kpedata/ assets/uploads/KP%20Energy ESOP%202023.pdf .

25. 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://kpenergy.in/Code-and-Policies .

26. 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 organizations sustainable growth and has closely linked it to its cultural values. Your 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 is also available on the Companys website at https://kpenergy.in/Code- and-Policies .

27. 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 Companys technology environment is enabled with security monitoring at various layers starting from end user machines to network, application and the data. These measures ensure a resilient technology environment, safeguarding our digital assets and maintaining the integrity and confidentiality of our information. The Policy on Cyber Security and Data Privacy is available on the Companys website at https://kpenergy.in/Code-and-Policies .

During the year under review, your Company did not face any incidents or breaches or loss due to data breach in Cyber Security.

28. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct (Code) to regulate, monitor and report trading in Companys shares by Companys 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 Companys shares and sharing Unpublished Price Sensitive Information (UPSI). The Code covers Companys 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 Companys website at https://kpenergy.in/Code-and-Policies .

29. 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 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 at https://kpenergy.in/Code-and-Policies .

During the year under review, no complaint was reported under the whistle blower policy.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to conducting its business in a socially responsible and sustainable manner. Through its Corporate Social Responsibility (CSR) initiatives, the Company endeavors to contribute towards the socio-economic development of the communities in which it operates, in accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

The brief 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 your Company at https://kpenergy. in/Code-and-Policies . The Report on CSR activities is annexed as Annexure - II to this report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2025-26 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

31. 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.

32. CORPORATE GOVERNANCE:

The Company is committed to maintain high standards of 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 with 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 Board of Directors 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 your Company at https://kpenergy.in/C-O-C .

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

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 your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report.

34. 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 at https://kpenergy.in/Annual-Return .

35. RELATED PARTY TRANSACTIONS:

All Related Party Transactions are placed before the Audit Committee for its prior approval in accordance with the provisions of the SEBI Listing Regulations. Omnibus approval is obtained from the Audit Committee for Related Party Transactions which are repetitive in nature, subject to the criteria approved by the Audit Committee. A statement of all related party transactions is presented before the Audit Committee, specifying the nature, value and terms and conditions of the transactions for its review and noting.

All transactions with related parties entered into during the year under review were at arms 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 Companys 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.

During the year under review, the material Related Party Transactions pursuant to the provisions of SEBI Listing Regulations were approved by the

shareholders of the Company through Postal Ballot on August 9, 2025.

The Policy on Related Party Transactions is available on your Companys website at https://kpenergy.in/ Code-and-Policies .

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

36. 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 - IV of this Report.

37. 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 Committee (IC) to consider and resolve the complaints related to sexual harassment. The IC includes external member(s) with relevant experience. The Company has zero tolerance on sexual harassment at the workplace. The IC 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, the Company has not received any complaint pertaining to sexual harassment. 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

38. 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://kpenergy.in/Code-and-Policies .

39. DIRECTORS RESPONSIBILITY STATEMENT:

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

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

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

d. the annual financial statement have been prepared on a going concern basis;

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

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

40. 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.

41. GENERAL DISCLOSURES:

Your 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.

• 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 Companys operation in future.

• Application made or any proceeding 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 your 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.

42. ACKNOWLEDGEMENT:

Your 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. Their encouragement has been a key pillar in the Companys continued progress.

Your Directors also extend their sincere appreciation to all employees 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 Companys sustained growth, operational excellence, and longterm success.

For and on behalf of the Board of Directors K.P. Energy Limited

	Dr. Faruk G. Patel	Affan Faruk Patel
Place: Surat	Managing Director	Whole Time Director
Date: September 2, 2026	DIN: 00414045	DIN: 08576337