K.P. Energy Ltd Directors Report

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, 2025.

During the year under review, your Company has updated its registered office address to ‘KP House’, Near KP Circle, Opp. Ishwar Farm Junction BRTS, Canal Road, Bhatar - 395017, Surat, Gujarat, to modify the landmark adjacent to its existing Registered Office Address.

During the year under review, there was no change in the authorised and paid-up share capital of your Company.

The Authorised Share Capital of the Company as on March 31, 2025, is Rs. 35,00,00,000 (Rupees Thirty- Five Crores only) divided into 7,00,00,000 (Seven Crores) Equity Shares of Rs. 5/- (Rupees Five only) each.

The Paid-up Share Capital of the Company as on March 31, 2025, is Rs. 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 Rs. 5/- (Rupees Five only) each.

Pursuant to the shareholders’ approval received at the Extraordinary General Meeting held on July 31, 2024, your Company has issued 6,88,800 warrants at a price of P 412 (Rupees Four Hundred and Twelve Only) per warrant, each convertible into 1 (one) fully paid-up equity share of the Company of face value of Rs. 5/- (Rupees Five only), to Dr. Faruk G. Patel, Promoter of the Company by way of preferential issue on a private placement basis for an aggregate consideration of up to Rs. 28,37,85,600/- (Rupees Twenty-Eight Crores Thirty-Seven Lakhs Eighty-Five Thousand Six Hundred Only). Your Company received minimum 25% of the funds towards warrant subscription and the funds received from proceeds of warrants were fully utilized as per the objects stated in the notice calling the Extraordinary General Meeting, dated July 4, 2024.

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 FY25 or the previous financial years. Your Company did not accept any deposit during the year under review.

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.

In terms of Section 134(3)(l) of the Act, 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.

As on March 31, 2025, your Company has Six (6) 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

• Evergreen Mahuva Windfarms Private Limited, Subsidiary

• HGV DTL Transmission Projects Private Limited, Wholly Owned Subsidiary

• KP Energy OMS Limited, Wholly Owned Subsidiary

• VG DTL Transmission Project Private Limited, Associate

• Mahua 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:

The Board of Directors of the Company, at its meeting held on June 6, 2024, approved the transfer of 1,18,08,000 (One Crore Eighteen Lakh Eight Thousand) equity shares of VG DTL Transmission Projects Private Limited (VG DTL), representing 24% of VG DTL’s total share capital. The said transfer was in accordance with the terms of the Amended and Restated Subscription and Shareholders Agreement dated May 31, 2024. Consequent to this transfer, the Company’s shareholding in VG DTL stands reduced from 50% to 26%. Notwithstanding the reduction in shareholding, VG DTL continues to be an associate company of your Company.

Further, during the year, your Company has disinvested its entire 99% stake held in the project-specific Special Purpose Vehicle (SPV), Miyani Power Infra LLP. Pursuant to this disinvestment, Miyani Power Infra LLP has ceased to be SPV of your 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, 2025, in the prescribed format AOC-1, is attached as Annexure - III, which forms part of this report.

During the year under review, the shareholders of the Company, at the 15^th Annual General Meeting held on September 26, 2024, approved the alteration of the Main Object Clause of the Memorandum of Association of the Company to enable the Company to explore opportunities in the green hydrogen sector.

Further, the shareholders of the Company approved the following alteration in constitutional documents on August 9, 2025, through postal ballot:

• alteration of Main Object Clause of the Memorandum of Association of the Company to include a clause relating to the trading of electricity and to enable the Company to explore additional opportunities in the renewable energy sector.

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

As of March 31, 2025, your Company’s Board had ten members, consisting of three Executive Directors, three Non-Executive and Non-Independent Directors and four Independent Directors. The Board have three Woman Directors. 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 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. Further, during the year under review, following changes took place in the Directorships:

• Mrs. Harsha Chirag Koradia (DIN: 08007668) was appointed as an Additional Director (NonExecutive Independent) with effect from June 29, 2024. Her appointment as a Non-Executive Independent Director was subsequently approved by the shareholders at the Extraordinary General Meeting held on July 31, 2024.

• In accordance with the provisions of Section 152 of the Act, read with rules made thereunder, Mr. Bhupendra Vadilal Shah (DIN: 06359909) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Board, on recommendation of Nomination and Remuneration Committee of the Company, recommends the re-appointment of Mr. Bhupendra Vadilal Shah as Director(s) for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.

• Further, the shareholders of the Company, at the 15^th Annual General Meeting held on September 26, 2024, approved the re-appointment of Dr. Faruk G. Patel (DIN: 00414045) as Managing Director of the Company, for a period of further 5 years commencing from July 15, 2025, to July 14, 2030.

• As on the date of this report, the Shareholders of the Company through postal ballot on August 9, 2025, approved the re-appointment of Mr. Affan Faruk Patel (DIN: 08576337) as the Whole Time Director of the Company, whose period of office is liable to expire on September 28, 2025, for a period of 5 (five) years w.e.f. September 29, 2025 to September 28, 2030.

• Pursuant to the Regulation 17(1A) of SEBI Listing Regulations, the Shareholders of the Company at the 15^th Annual General Meeting held on September 26, 2024, approved the continuation of directorship by Mr. Bhupendra Vadilal Shah (DIN: 06359909) as a Non-Executive Non-Independent Director of the Company, notwithstanding that he will attain age of 75 (Seventy-Five) years.

• As on the date of this report, 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.

• Mr. Arvindkumar Tribhovandas Patadia (DIN: 09267710) resigned from the position of NonExecutive Independent Director of the Company, with effect from 5:38 P.M. on April 2, 2024.

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

The Board places on record its sincere appreciation for the valuable contributions made during his tenure on the Board 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, 2025:

1. Dr. Faruk G. Patel, Managing Director

2. Mr. Affan Faruk Patel, Whole Time Director

3. Mr. Amit Subhashchandra Khandelwal, Whole Time Director

4. Mrs. Shabana Virender Bajari, Chief Financial Officer

5. Mr. Karmit Haribhadrabhai Sheth, Company Secretary & Compliance Officer

The Company has constituted various statutory committees of the Board as required under the Act, and the SEBI Listing Regulations. As on March 31, 2025, the Board has constituted the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. 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.

The Board of Directors met eight (10) 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.

The Independent Directors met on March 7, 2025, 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 NonExecutive 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.

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 Chairperson, the Non-Independent 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, independence and integrity, effectiveness and participation, performance of specific duties & obligations, contribution at the meetings and otherwise, risk management oversight, 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 to keep abreast of key changes and their impact on the Company. Additionally, the Directors participate in various programmes where these topics are presented to them. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

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 Company’s code of conduct.

During the year under review, no equity shares were allotted pursuant to the exercise of stock options under the KP Energy-ESOP 2023, as the vesting period for the granted options had not yet been completed.

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, during the period under review, the NRC (Compensation Committee) of Board of Directors of the Company, at its meeting held on April 2, 2024, has approved the grant of 8,69,382 (Eight Lakh Sixty- Nine Thousand Three Hundred Eighty-Two) Stock Options to the eligible employees of the Company, its Subsidiary and Associate Companies as per KP Energy - ESOP 2023. The stock options granted are subject to a minimum vesting period of one (1) year and shall be vested as below:

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

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

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2024-25 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

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.

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 of the conditions of Corporate Governance, as stipulated.

In accordance with the SEBI Listing Regulations, the Business Responsibility and Sustainability Report for the financial year ended March 31, 2025, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report.

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025, 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.

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 on quarterly basis, in compliance with 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, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY25 and hence does not form part of this report.

During the year, 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 15^th Annual General Meeting held on September 26, 2024.

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.

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.

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 ICs includes external member(s) 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, 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

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.

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.

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

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:

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

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

3. 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.

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

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

6. Revision of financial statements and Directors’ Report of your Company.

7. 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.

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

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 Company’s 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 Company’s sustained growth, operational excellence, and longterm success.

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