Kalpataru Ltd Directors Report

Dear Members

Your Directors are pleased to present their Report together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2026.

FINANCIAL PERFORMANCE AND STATE OF THE COMPANY AFFAIRS

( J in Crores)

	Standalone		Consolidated
Particulars
	2025-26	2024-25	2025-26	2024-25
Total Revenues	372.21	536.59	3536.71	2,331.59
Profit/Loss before Depreciation and Amortization expenses,	(5.62)	60.56	149.93	113.57
Tax and Exceptional items
Profit before Tax and Exceptional Items	(26.42)	41.44	103.51	75.92
Exceptional items	1.74	-	7.70	-
Tax Expense	(11.93)	18.19	15.85	51.18
Profit after Tax	(16.23)	23.25	79.96	24.74
Other Comprehensive Income (net of tax)	(1.68)	0.20	(2.67)	(0.43)
Total Comprehensive Income for the period	(17.91)	23.45	77.29	24.31

Consolidated Operations

Your Companys consolidated total revenue for the year ended March 31, 2026 stood at H 3,536.71 crore, registering a growth of approximately 52% over H 2,331.59 crore reported in the previous year ended on March 31, 2025. The consolidated profit after tax increased to H 79.96 crore for the year ended March 31, 2026, compared to H 24.74 crore for the year ended March 31, 2025, reflecting a strong improvement in the Companys overall financial performance and profitability.

Standalone Operations

During the year under review, your Companys standalone total revenue amounted to H 372.21 crore for the year ended March 31, 2026, as against H 536.59 crore for the year ended March 31, 2025. The Company reported a standalone loss after tax of H 16.23 crore, compared to a profit of H 23.25 crore in the previous year.

OPERATIONAL OVERVIEW AND KEY BUSINESS DEVELOPMENT

On a consolidated basis, the financial year 2025–26 reflected robust operational performance and continued strengthening of the balance sheet. Throughout the year, we remained committed to deliver the projects on time, ensuring that possession is handed over to our valued customers in a time bound manner, while adhering to highest standards of quality and excellence.

Key Highlights

Revenue Growth: Your Company reported consolidated revenue from operations of H 3,436 crore for the financial year 2025-26, reflecting a 54.63% year-on-year growth. This performance was largely driven by speedy project execution, which enabled timely revenue recognition.

Strong Pre-Sales & Collections: Your Company on an overall basis recorded strong growth in pre-sales and collections of H 5280 crore, up 17% year-on-year and H 4960 crore, up 34% year-on-year.

Operational Efficiency: Your Company reported on a consolidated basis an EBITDA margin of 5.2% compared to 5.1% in previous year. Our Adjusted EBITDA stood at H 1022 crore compared to H 681 crore, a growth of 50.07% from last year while our Adjusted EBITDA % reduced marginally from 30.6% to 29.8%. Your Company also reported on a consolidated basis a profit after tax of H 80 crore for the full year as against H 25 Crore in previous year.

Strengthening of Balance sheet: As of March 31, 2026, net debt stood at H 8,106 crore, a reduction of H 1,204 crore since March 2025. Net debt to equity ratio, a key metric used to determine the health of the balance sheet stands at 2.0x as on March 31, 2026 as compared to 3.8x on March 31, 2025. During the year under review, your Company achieved a significant milestone in its journey by successfully listing on BSE Limited (BSE) and National Stock Exchange Limited (NSE, together with BSE be referred to as Stock Exchanges) on July 1, 2025. Through the equity issuance by way of Initial Public Offer (IPO), we raised H 1,590 crore with strong participation from marquee investors. In line with the stated objectives of the issue, approx H 1,190 crore was utilized towards repayment of outstanding debt.

New Project Launches, Completions and Business Development – Your Company (Kalpataru Limited including its subsidiaries) launched 4 towers/phases in 3 Projects and 1 New Project in financial year 2025-26 totalling ~1.80 million sq.ft. Your Company also received Occupation Certificate (OC) for ~1.37 million sq.ft area in Q4 financial year 2025-26 and ~5.15 million sq.ft in financial year 2025-26 aggregating to ~3,000 apartments. Your Company signed Development Agreement

(DA) for a Society Redevelopment of ~3 acre land parcel in Andheri (W), Mumbai with an estimated GDV of ~H 1,400 crore.

Looking Ahead

With a stronger balance sheet, your Company enter the new fiscal year with clear focus on delivering a portfolio of ~ 43.3 Million. sq.ft. with improving pre-sales and enhancing collections. Backed by strong operational performance, a dedicated team, and a clear strategic roadmap, your Company is well-positioned to create long term sustainable value for all our stakeholders.

CAPITAL STRUCTURE

During the year under review, the Authorised Share Capital of the Company stood at H 5,015,000,000 comprising of 49,98,00,000 Equity Shares of H 10/- each and 17,00,000 Redeemable Preference Shares of H 10/- each.

As on March 31, 2026, the paid-up share capital of your Company comprising of 20,59,13,993 Equity Shares of face value H 10/- (Ten) each aggregating to H 205,91,39,930/- (Indian Rupees Two Hundred Five Crore Ninety One Lakhs Thirty Nine Thousand Nine Hundred Thirty only) and 9,50,000 Preference Shares of face value H 10 (Ten) each aggregating to H 95,00,000/- (Indian Rupees Ninety-Five Lakh only). Details of the capital structure of the Company is provided in standalone financial statement forming part of this Annual Report.

Your Company was listed on the Stock Exchanges on July 1, 2025.

Pursuant to the IPO in compliance with the provisions of the Companies Act, 2013 (Act), the rules made thereunder, and the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (SEBI ICDR Regulations), your Company made allotment of total 3,84,24,456 Equity Shares of face value of H10/- each as per details set out below:

• 3,82,21,164 Equity Shares of face value of H10/- each at an Issue Price of H414/- per Equity Share to:

o Retail Individual Investors; o Non-Institutional Investors; o Anchor Investors; and o Qualified Institutional Buyers;

• 2,03,292 Equity Shares of face value of H10/- each at an Issue Price of H376/- per Equity Share (with a discount of H38/- on the Issue Price per Equity Share) to the Eligible Employees.

There was no change in the share capital of the Company occurring between the end of the financial year 2025-26 and the date of this Boards Report.

DIVIDEND

To conserve resources for future growth of the Company, your Directors do not recommend payment of any dividend on equity shares.

The Company has not paid any interim dividend during the financial year under review.

POLICY ON DIVIDEND DISTRIBUTION

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ), the Board of your Company has framed and adopted a Policy on Dividend Distribution. The same is available on the website of your Company at https://www.kalpataru.com/ uploads/1744718830.pdf.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to General Reserves.

After listing of equity shares of the Company on Stock Exchanges on July 1, 2025, pursuant to the terms of Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014, your Company is not required to maintain Debenture Redemption Reserve.

DEPOSITS

Your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ( Act ) read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 read with schedule V of the SEBI Listing Regulations, Management Discussion and Analysis Report for the year under review, is presented in separate section which forms part of this Annual Report.

SUBSIDIARY/ ASSOCIATE/JOINT VENTURE

As on March 31, 2026, your Company had 32 (Thirty-Two) subsidiaries, 1(One) Associate entity and 2 Joint Venture entities. During the year under review, there were no companies which became or ceased to be subsidiaries, joint ventures or associate companies of your Company. Further, your Company has economic interest in two partnership firms, which is controlled by the Company.

The highlights of the financial performance of the subsidiaries (including partnership firms), associate, and joint venture entities, along with their respective contributions to the overall performance of the Company during the year under review as required under section 129(3) of the Act read with the rules made thereunder, are provided in the notes to the Consolidated Financial Statements and in Form AOC-1 forming part of this Annual Report.

The Companys Board of Directors ( Board ) reviewed the affairs and performance of its subsidiaries/associates on a quarterly basis. There was no material change in nature of the business of the subsidiaries, associate or joint venture entities during the financial year 2025-26.

Kalpataru Gardens Limited (formerly known as Kalpataru Gardens Private Limited) and Kalpataru Properties Limited (formerly known as Kalpataru Properties Private Limited) were converted from private limited companies to public limited companies. The Registrar of Companies, Central Processing Centre, issued fresh Certificates of Incorporation upon conversion on February 24, 2026 and March 11, 2026, respectively.

Unlisted Material Subsidiaries

In accordance with Regulations 16(1)(c) and 24(1) of the SEBI Listing Regulations, the Company had adopted a Policy for Determining Material Subsidiaries specifying criteria for identifying material subsidiaries and outlines the governance requirements and the same can be accessed on the Companys website https://www.kalpataru.com/ uploads/1750843842_685bc1c21e5d7.pdf.

During the year under review, following subsidiaries of the Company were identified as material subsidiaries in terms of Regulation 16(1)(c) of the SEBI Listing Regulations:

1. Kalpataru Gardens Limited ( KGL ) (formerly known as Kalpataru Gardens Private Limited);

2. Kalpataru Properties Limited ( KPL ) (formerly known as Kalpataru Properties Private Limited);

3. Kalpataru Retail Ventures Private Limited ( KRVPL );

4. Agile Real Estate Private Limited ( AREPL ); and

5. Arimas Real Estate Private Limited ( Arimas ).

Further, in compliance with Regulation 24(1) of the SEBI Listing Regulations, pertaining to the requirement of nominating atleast one independent director of the listed entity on the board of an unlisted material subsidiary, Ms. Anjali Seth, Independent Director of the Company also serves as Independent Director on the Boards of KGL, KPL and KRVPL.

Further, in terms of Regulation 16(1)(c) of the SEBI Listing Regulations, based on the audited consolidated financial statements for the year ended March 31, 2026, the following subsidiaries have been identified as material subsidiaries for the financial year 2026-27:

1. Alder Residency Private Limited

2. Kalpataru Properties Limited

3. Agile Real Estate Private Limited

4. Arimas Real Estate Private Limited

CORPORATE RESTRUCTURING

a) Scheme of arrangement between Kalpataru Properties Limited and the Company:

Your Board, at its meeting held on January 22, 2024, has approved the scheme of arrangement between Kalpataru Properties Limited ( KPL ) (formerly known as Kalpataru Properties Private Limited) ( Demerged Company/ KPL ) and your Company ( Resulting Company ) and their respective shareholders ( KPL Scheme ) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, providing for the demerger of the project Kalpataru Magnus, situated at Bandra (East), Mumbai, Maharashtra ( Demerged Undertaking ) from the Demerged Company on a going concern basis into Resulting Company as on the Appointed Date i.e., April 1,

2024 or any other date as may be approved by the Honble National Company Law Tribunal, Mumbai. The Scheme was filed with Honble National Company Law Tribunal, Mumbai on September 30, 2024.

The Scheme, as on the date of signing of this report, is currently pending for the approval of National Company Law Tribunal, Mumbai.

b) Scheme of Arrangement between the Company and Kalpataru Residency Private Limited:

A Scheme of Arrangement between your Company Demerged Company ( ) and Kalpataru Residency Private Limited ( Resulting Company/ KRPL ) and their respective shareholders ( KRPL Scheme ) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, providing for the demerger of the project Yoganand, situated in Borivali, Mumbai ( Demerged Undertaking ) from your Company ( Demerged Company ) on a going concern basis was filed with Honble National Company Law Tribunal, Mumbai on September 30, 2024.

Further, the Board of Directors at their meeting held on November 10, 2025 approved withdrawal of KRPL Scheme. Honble National Company Law Tribunal, Mumbai Bench, vide its Order dated November 25, 2025 has allowed the withdrawal of the Scheme.

c) Composite Scheme of Arrangement:

The Board of Directors of your Company has approved Composite Scheme of Arrangement amongst Kalpataru Retail Ventures Private Limited (KRVPL or Demerged Company or Transferor Company 1) and Kalpataru Properties (Thane) Private Limited (KPTPL or Resulting Company) and Alder Residency Private Limited (ARPL or Transferor Company 2) and Kalpataru Residency Private Limited (KRPL or Transferor Company 3) and Ardour Developers Private Limited (ADPL or Transferor Company 4) and Aspen Housing Private Limited (AHPL or Transferor Company 5) and Kalpataru Limited (KL or Transferee Company) and their respective shareholders under Sections 230-232 and other applicable provisions of the Act and rules made thereunder for;

a) Demerger of Korum Mall Business (Demerged Undertaking) from KRVPL to KPTPL.

b) Amalgamation of KRVPL, ARPL, KRPL, ADPL, AHPL with KL.

The Appointed Date of the Scheme is April 1, 2026 or such other date as may be approved by the Honble National Company Law Tribunal or any other appropriate authority.

INTERNAL FINANCIAL CONTROL MECHANISM AND ITS ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the representations received and after due enquiry, your Directors confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate. The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis. During the year under review, your Company has entered into Material Related Party Transactions as previously approved by the Members under Regulation 23 of the SEBI Listing Regulations.

The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as Annexure I , which forms part of this Report.

The disclosures in relation to the transactions with Related Parties pursuant to IND AS 24 and Para A of Schedule V of the SEBI Listing Regulations are provided in Note No. 34 of the Standalone Financial Statements forming part of this Annual Report.

The Policy on dealing with Related Party Transactions of your Company is available on its website at https://www.kalpataru. com/uploads/1750324010_6853d32a7bfe2.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, as amended, the top 1000 listed entities based on market capitalization (as on March 31 of each financial year) are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report. The Company was listed on the stock exchanges on July 1, 2025, and has subsequently met the prescribed market capitalization threshold as of December 31, 2025. In accordance with Regulation 3(2)(b) of the SEBI Listing Regulations, although the Company falls within the top 1,000 listed entities by market capitalization, it is exempt from submitting the Business Responsibility and Sustainability Report (BRSR) for the financial year 2025–26. The BRSR requirements shall be applicable to the Company from the financial year 2026–27 onwards. Necessary systems and processes are currently being developed to ensure timely, accurate, and comprehensive reporting in line with SEBIs prescribed BRSR framework and disclosure requirements.

INVESTOR RELATIONS (IR)

Being the first year following the listing of its equity shares on the Stock Exchanges, the Company has placed significant emphasis on establishing a robust and effective investor relations framework. Your Company recognizes the importance of building and maintaining strong relationships with shareholders and the investment community at large. The Company continuously strives for excellence in its IR engagement and ensures that effective, transparent, and timely communication is maintained with the investment community. Your Company engages with the investment community through structured quarterly conference calls, periodic investor/analyst interactions including one-on-one meetings, participation in investor conferences, analyst meetings and audio/video interactions with investors. The collaterals used by the Company to facilitate communication include periodic operational business updates, quarterly results, presentations, press releases and investor calls. Critical dates and information about the Company, including audio and written transcripts of the quarterly conference calls are filed with the Stock Exchanges (BSE and NSE) where the Equity Shares of the Company are listed; in a timely manner and are made readily available on the Companys website.

The Companys website has a repository of all published information such as annual reports, press releases, presentations, and other statutory communications. The management of the Company uses the medium of Stock Exchange Disclosures to update Investors about key developments as and when required. In this way, your Company endeavours to keep all stakeholders of the Company updated on the operational and financial performance and new developments.

CREDIT RATING

During the year under review, the Company took ratings from two credit rating agencies for Rs. 1126.34 crore for the Long-Term-Fund-Based-Term Loan availed by the Company from HDFC Bank Limited:

1. ICRA Limited (ICRA) has assigned credit rating of [ICRA] BBB (Stable) and;

2. CRISIL Ratings Limited (CRISIL) has assigned credit rating of Crisil BBB+/Stable

BOARD OF DIRECTORS, COMMITTEES AND KEY MANAGERIAL PERSONNEL

The members of the Companys Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. In terms of the requirements of SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Corporate Governance Report.

As on date of this report, the Board of Directors comprised of 8 (Eight) Directors, including 2 (Two) Executive Directors,

(1 (One) Managing Director (Promoter) and 1 (One) Executive Director) and 6 (Six) Non-Executive Directors, comprising of the Non-Executive Chairman (Promoter), 1 (One) Non-Promoter Non-Executive Director, and 4 (Four) Independent Directors, including 1 (One) Woman Independent Director, as under:

Name of Director		Designation
Mr. Mofatraj P. Munot	-	Non-Executive Chairman
Mr. Parag M. Munot	-	Managing Director
Mr. Narendra Kumar Lodha	-	Executive Director
Mr. Imtiaz I. Kanga	-	Non-Executive Director
Mr. Narayan K. Seshadri	-	Independent Director
Mr. Sunil R. Chandiramani	-	Independent Director
Ms. Anjali Seth	-	Independent Director
Mr. Satish R. Bhujbal	-	Independent Director

For detailed profiles of the Directors, along with the details of Board meetings and attendance of Directors, please refer to the Report on Corporate Governance forming part of this Report.

Retirement by Rotation

Mr. Narendra Kumar Lodha (DIN: 00318630), Executive Director of the Company, retiring by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment in accordance with the provisions of Section 152(6) of the Act. His re-appointment has been proposed to the members of the Company, to be approved by way of passing an ordinary resolution, at the ensuing AGM of your Company. The Board, based on the recommendation of Nomination and Remuneration Committee ( NRC ), recommends his reappointment as a director liable to retire by rotation to the Members at the ensuing AGM of the Company.

Brief resume and other related information for the proposed re-appointment, as stipulated under the Secretarial Standards issued by the Institute of Company Secretaries of India and SEBI Listing Regulations have been appended as an Annexure I to the Notice of the ensuing AGM.

The Members at their 37 th AGM held on September 29, 2025 approved the continuation of Mr. Mofatraj P. Munot as Non-Executive Chairman of the Company, having attained age of more than 75 years.

There were no appointment/ re-appointment of Directors on the Board of the Company during the financial year 2025-26.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of Independence as prescribed in the Companies Act, 2013 and the SEBI Listing Regulations, and are not aware of any situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an Independent Director with an objective independent judgement and without any external influence. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the SEBI Listing Regulations. The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Director and are independent of management. The Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by the Ministry of Corporate Affairs (MCA), Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs (IICA).

Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on March 31, 2026:

1. Mr. Narayan K. Seshadri

2. Ms. Anjali Seth

3. Mr. Sunil R. Chandiramani and

4. Mr. Satish R. Bhujbal

Further, all the Independent Directors, except Mr. Satish Bhujbal, unless exempted, have undertaken online proficiency self-assessment test within the prescribed timelines as set under Rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Mr. Satish Bhujbal shall undertake the online proficiency self-assessment test within the prescribed timelines.

The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company at https://www.kalpataru.com/uploads/1741883992.pdf

Board Meeting

The Board met 9 (Nine) times during the period under review through meetings held through physical and hybrid mode. The details of which are given in the Report on Corporate Governance forming part of this Report. The intervening gap between any two consecutive board meetings was within the period prescribed under the Act and SEBI Listing Regulations.

Board Committees

In accordance with the applicable provisions of the Act and Chapter IV of the SEBI Listing Regulations, the Board of your Company has constituted the following Committees to facilitate focused oversight and effective discharge of its responsibilities: a. Audit Committee; b. Nomination and Remuneration Committee; c. Stakeholders Relationship Committee; d. Corporate Social Responsibility Committee; and e. Risk Management Committee.

The details of composition of the Committees, including changes therein, their terms of reference along with their meetings held during financial year 2025-26 and attendence details of members, are provided in the Report on Corporate Governance forming part of this Report.

During financial year 2025-26, all recommendations made by the Committees were accepted by the Board.

The Audit Committee assists the Board in overseeing the Companys financial reporting process, internal control systems, risk management framework, and audit functions, while ensuring transparency, accountability, and integrity in financial disclosures.

As on March 31, 2026, the Audit Committee comprises of 4 (Four) Directors out of which 3 (Three) are Independent Directors and the fourth is Managing Director of the Company. The Chairman of the Audit Committee is an Independent Director. All the members of Audit Committee are financially literate and possess necessary accounting or financial management related expertise. The composition of the Audit Committee is fully compliant with Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The Company Secretary acts as the Secretary to the Audit Committee.

During the year under review, there was no change in constitution of Audit Committee.

The Audit Committee met 9 (Nine) times during the period under review through meetings held through physical and hybrid mode. The details of which are given in the Report on Corporate Governance forming part of this Report.

Board Performance Evaluation

The criteria and manner of annual performance evaluation of individual Directors, including the Chairman of the Company, Independent Directors, the Board and Committees is provided in the Report on Corporate Governance forming part of this Report.

Annual General Meeting

The 37 th AGM of the Company was held on September 29, 2025 through video conferencing /other audio visual means. The details of the AGM is provided in the Report on Corporate Governance forming part of this Report.

Familiarisation Programme

In compliance with Regulation 25(7) of the SEBI Listing Regulations, your Company has framed a Familiarisation Programme for the Independent Directors.

The objective of this programme is to familiarise Independent Directors with the Company, its business and operations, business environment, and sectoral landscape and to apprise them of their roles, rights, responsibilities, and key statutory obligations under applicable laws, and enabling the Independent Directors to make well-informed and timely decisions.

Upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia explains the role, function, duties and responsibilities expected as a Director of the Company. The Director is also explained in detail the compliance required from him under the Companies Act, 2013 and the SEBI Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of internal audit, risk management framework, operations and financial performance of subsidiaries and associates.

The Board members are apprised by the Senior Management at quarterly and budget board meeting by way of presentation which include industry outlook, Companys overview, detailed operational update and internal control.

The details of Familiarisation Programme imparted is available on the website of the Company at https://www.kalpataru.com/ uploads/1750843899_685bc1fb259e9.pdf.

Separate Meeting of Independent Directors

Section 149(8) read with Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations require every company to call for a separate meeting of the Independent directors. Independent directors shall meet separately without the presence of the Chairman & Managing Director or Executive Directors or other Non-Independent Directors or the Chief Executive Officer or Chief Financial Officer or any other Management Personnel.

During the year under review, all the independent Directors of the Company met on March 02, 2026, without the presence of non-independent directors and members of management. In this meeting, evaluation of the Non-independent Directors, Chairman and Board of Directors as a whole were conducted by Independent Directors.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company on the date of this report are:

Name of KMP	Designation
Mr. Parag M. Munot	Managing Director
Mr. Narendra Kumar Lodha	Executive Director
Mr. Chandrashekhar Joglekar	Chief Financial Officer
Mr. Gajendra Mewara	Company Secretary &
	Compliance Officer

During the year under review, Mr. Abhishek Thareja resigned from the position of Company Secretary, Compliance Officer and Key Managerial Personnel of the Company with effect from the close of business hours on December 12, 2025, in order to pursue his entrepreneurial journey and personal aspirations. The Board placed on record its appreciation for the valuable services rendered by him during his tenure with the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board, at its meeting held on February 6, 2026, appointed Mr. Gajendra Mewara (ACS: 22941), Associate Member of the Institute of Company Secretaries of India, as a Company Secretary and Compliance Officer, designated as Key Managerial Personnel of the Company under the Senior Management Personnel category, with effect from February 06, 2026.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 , your Directors, based on representation from the Management and after due enquiry hereby confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed and there are no material departures therein;

(ii) they had in consultation with Statutory Auditors selected such accounting policies and applied them consistently and made judgements and estimates that were 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 loss 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts for the year ended March 31, 2026 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 compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended March 31, 2026.

POLICYONDIRECTORSAPPOINTMENTANDREMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of Section 178 of the Act read with Regulation 19 of SEBI Listing Regulations, your Company has formulated a Nomination and Remuneration Policy, which provides for the framework for nomination of Directors, KMPs and senior management personnel and their remuneration.

The objects of the Nomination and Remuneration Policy is to provide criteria for appointment, re-appointment, removal of directors, KMP and member of senior management and also to set a standard for compensation, that is performance driven, structured to retain and motivate the Directors & employees, recognize merit, and promote excellence that creates competitive edge for the Company in long run.

The Nomination and Remuneration Policy also provides for criteria for Identifying, determining qualifications, positive attributes and independence of a Director.

The Nomination and Remuneration Policy is available at the website of the Company at https://www.kalpataru.com/ uploads/1750843880_685bc1e8b8f39.pdf.

AUDITORS AND AUDIT REPORTS

1. Statutory Auditors:

Messrs. KKC & Associates LLP - Chartered Accountants, Mumbai (ICAI Registration No. 105146W/W100621) (formerly known as Khimji Kunverji & Co LLP) ( Statutory Auditor ), were appointed as Statutory Auditor of your Company, for a second term of 5 (Five) consecutive years to conduct the audit of the accounts of the Company for financial year 2022-23 to 2026-27.

The Company has not received any communication from the Statutory Auditor indicating any disqualification from continuing as Statutory Auditors of your Company under section 141(3) of the Act.

The report issued by Statutory Auditors on the standalone and consolidated Financial Statements of the Company for the financial year ended March 31, 2026, having unmodified opinion, forms part of this Annual Report. The report does not contain any qualification, observations, reservation or adverse remark or disclaimer.

2. Secretarial Auditors:

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Yogesh Singhvi, a Peer Reviewed Practicing Company Secretary (Membership No. A16471 and COP No.8770), Mumbai as Secretarial Auditor of the Company to conduct the audit of secretarial records of your Company for the financial year 2025-26.

The Secretarial Audit Report, issued by the Secretarial Auditor, for the financial year ended on March 31, 2026 does not contain any adverse observation, remark, qualification or disclaimer. The Secretarial Audit Report forms part of this Report as Annexure II .

Casual Vacancy in the Office of Secretarial Auditor

In terms with Regulation 24A of the SEBI Listing Regulations, the members at the AGM held on September 29, 2025, basis the recommendation of the Board, had approved the appointment of Mr. Yogesh Singhvi, Practicing Company Secretary, as Secretarial Auditor of your Company, for a term of 5 (Five) consecutive years to audit the secretarial records of the Company for the financial year from 2025-26 to 2029-30.

However, Mr. Yogesh Singhvi, Practicing Company Secretary tendered his resignation with effect from close of business hours on May 12, 2026, citing pre-occupation and other professional commitments, thereby resulting in a casual vacancy.

The Board at their meeting held on May 12, 2026, based on the recommendation of the Audit Committee, appointed Messrs. Rathi & Associates, Company Secretaries (Firm Registration No. P1988MH011900), to hold office till the conclusion of the ensuing AGM of the Company. Further, approval of members is being sought in the ensuing AGM for appointment of Messrs. Rathi & Associates, Peer Reviewed Company Secretaries, for a term of five (5) consecutive financial years, commencing from financial year 2026–27 to financial year 2030–31.

Secretarial Audit of Material Unlisted Subsidiaries

In terms of Regulation 24A of the SEBI Listing Regulations, Secretarial Audit Reports (in Form No. MR-3) of the material subsidiaries of the Company for FY 2025-26, identified and determined based on the criteria provided under Regulation 16(1)(c) of the SEBI Listing Regulations, have been annexed to this Board Report as Annexure III and forms part of the Annual Report and do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer(s) or modified opinion(s).

3. Cost Auditors:

In terms of Section 148 of the Act, read with Rule 3 and 4 of Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and have the same audited by a qualified Cost Accountant.

Pursuant to recommendation of the Audit Committee, your Board at its meeting held on May 12, 2026 have approved re-appointment of M/s. V. B. Prabhudesai & Co. - Practicing Cost Accountants (Firm Registration No. 100139), as Cost Auditor of your Company, to conduct the audit of cost records of the Company for financial year 2026-27.

In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor, as approved by the Board, is required to be ratified by the members of the Company at the ensuing AGM. The resolution seeking ratification of said remuneration, along with relevant details, forms part of the notice convening the ensuing AGM accompanying this Annual Report.

4. Internal Auditor:

The Internal Audit function of your Company is led by a team of highly skilled professionals and is effectively supported by reputed independent professional firms. This function plays a critical role in strengthening the Companys internal control framework.

Internal audits are conducted in accordance with the audit plan approved by the Audit Committee, which defines the scope and coverage of the audit. The Internal Audit team makes quarterly presentations to the Audit Committee, highlighting potential risks, exceptions identified, and corresponding mitigation plans.

During the year under review, the Internal Auditor did not identify any major risks or areas of concern that could have a significant impact on the business operations of the Company.

During the year under review, consequent to re-alignment of roles and responsibilities in the Group assurance functions and based on the recommendation of Audit

Committee, Mr. Nilesh Khandelwal has been appointed as Internal Auditor to conduct the internal audit of the functions and activities of the Company for the period October 01, 2025 onwards.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported any instance of frauds committed in the Company by its officers or employees required to be reported to the Audit Committee or to the Central Government under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, SECURITIES PROVIDED OR INVESTMENTS MADE

As the Company is engaged in the business of providing real estate development (infrastructural facilities) as specified under Schedule VI of the Act, the disclosures regarding particulars of loans given, investments made, guarantees given and securities provided under the provisions of Section 186 (11) of the Act are not applicable.

The details of investments made are provided in Note No. 7 of the standalone Financial Statements, forming part of this Annual Report.

EMPLOYEES

Particulars of Employees

In terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ( Appointment and Remuneration Rules ), the ratios of the remuneration of each director and key managerial personnel to the median employees remuneration and other related details are annexed to this Board Report as Annexure IV .

Further, in terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of Appointment and remuneration Rules, a statement showing the names of the top ten employees, in terms of remuneration drawn, and particulars of employees drawing remuneration in excess of the limits set out in the said rules are available for inspection at the Registered Office of the Company during working hours till the date of AGM.

As per second proviso to Section 136(1) of the Act, this Annual Report is being sent to the Members excluding the above statement under Rule 5(2) and (3) of the Appointment and Remuneration Rules. Any Member interested in obtaining such information may address their email to the Company Secretary & Compliance Officer at investor.cs@kalpataru.com.

Employees Stock Option Schemes

With the objective of rewarding employees for their continued association and performance, fostering a culture of ownership, and aligning employee growth with the Companys growth and based on the recommendation of NRC, your Board at its meeting held on August 2, 2024 have approved the Kalpataru Limited Employees Stock Option Scheme 2024 ( ESOS 2024/ Scheme ). The Scheme was unanimously approved by the members of the Company at their Extraordinary General Meeting held on August 3, 2024.

The Scheme is being administered by the Company directly under the directions of NRC. The NRC in its meeting held on June 6, 2025 has granted a total of 15,94,100 (Fifteen Lakh Ninety-Four Thousand One Hundred) employee stock options

( Options ) under ESOS 2024. These options were issued at an exercise price of H 306/- (Indian Rupees Three Hundred and Six only) per share and will vest at the end of next 4 (Four) years with 25% options getting vested in each tranche.

Subsequently, the Company successfully completed its IPO, listing its shares on July 1, 2025 on the Stock Exchanges, therefore, in accordance with Regulation 12(1) of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ( SEBI SBEB Regulations ) and other applicable laws, the Scheme was proposed to the Members of the Company for their approval, vide Postal Ballot Notice dated July 16, 2025. The Scheme has been approved by the Members of the Company by way of passing a Special Resolution on August 30, 2025. Voting results of the postal ballots were announced on September 2, 2025.

Further, the NRC at its meeting held on March 02, 2026 and May 12, 2026 has granted a total of 71,900 (Seventy One Thousand Nine Hundred) Options and 32,300 (Thirty Two Thousand Three Hundred) Options respectively under ESOS 2024. These options were issued at an exercise price of H 306/- (Indian Rupees Three Hundred and Six only) per share and will vest at the end of next 4 (Four) years with 25% options getting vested in each tranche.

The disclosure on the Scheme, required in terms of Regulation 14 of SEBI SBEB Regulations is annexed to this Report as Annexure V and also available at the website of the Company at https://www.kalpataru.com/investor-corner

The Scheme is also available at the website of your Company at https://www.kalpataru.com/investor-corner.

Further, the Company has obtained a certificate from Mr. Yogesh Singhvi, Practicing Company Secretary, Secretarial Auditor of the Company ( till May 12, 2026 ) under Regulation 13 of SEBI SBEB Regulations stating that the scheme(s) has been implemented in accordance with the SBEB Regulations, a copy of the Compliance Certificate is available on the Companys website and accessible through https://www.kalpataru.com/ investor-corner

No employee was granted stock options under the Scheme, during the year, equal to or exceeding 1% of the issued capital.

GOVERNANCE

Corporate Governance

The principles of Corporate Governance form an integral part of the philosophy and values of your Company. Your Companys quest towards achieving governance excellence showcases its commitment towards promoting transparency, ethics, and responsibility towards all stakeholders.

The Report on Corporate Governance, as per Regulation 34 read with schedule V of the SEBI Listing Regulations, forms part of this Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013 and rules made thereunder, for the year under review. Further, a Certificate from Yogesh Singhvi, Practicing Company Secretary, Mumbai confirming compliance of conditions of Corporate Governance, as stipulated under Regulation 34(3) read with Para E of Schedule V of the SEBI Listing Regulations is appended as Annexure C to the Corporate Governance Report.

Corporate Social Responsibility (CSR)

Your Company is conscious of its responsibility towards the society and has always firmly believed in giving back to the community. Resonating with its core values, your Company has formulated the CSR Policy which focuses on initiatives aimed at promoting health care including preventive health care and sanitation, promoting education and employment, enhancing vocation skills, advancing women empowerment, ensuring environmental sustainability and preserving heritage and culture.

The Board of your Company has constiituted a CSR Committee to discharge its duties and obligations under Section 135 of the Act. The details of composition of the CSR Committee, including changes therein, along with their meetings held during financial year 2025-26 and attendence details of members, are provided in the Report on Corporate Governance forming part of this Annual Report.

In terms of Section 134 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on the Corporate Social Responsibility activities undertaken by your Company forms part of this Report as Annexure VI .

The CSR Policy is available on website of your Company at https://www.kalpataru.com/uploads/1744718387.pdf.

Whistle Blower Policy

In terms with Section 177(9) and (10) of the Act read with Regulation 22 of the SEBI Listing Regulations, your Company has framed a Whistle Blower Policy for all of its Directors and other stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

The policy also provides for adequate safeguard against victimization of person who avails the same and provides for direct access to the Chairman of the Audit Committee.

The details of the Whistle Blower Policy and mechanism are provided in the Report on Corporate Governance forming part of this Annual Report.

The Whistle Blower Policy is also available on the website of the Company at https://www.kalpataru.com/ uploads/1750943492_685d4704a1d74.pdf.

DISCLOSURE UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013

Pursuant to the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( POSH Act ), the Company has framed and implemented a Policy on Prevention of Sexual Harassment at workplace and an Internal Complaints Committee ( ICC ) has been constituted to inquire into complaints of sexual harassment and recommend or take appropriate action, thereon.

Details of complaints reported to the ICC, during the year under review, are as below: (a) number of complaints of sexual harassment received in the year: NIL

(b) number of complaints disposed off during the year: NIL (c) number of cases pending for more than ninety days: NIL Training/ awareness programmes are conducted throughout the year to create sensitivity towards ensuring a respectable work place.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961/ THE CODE ON SOCIAL SECURITY 2020

Your Company understands that pregnancy and motherhood are among the most significant phases in a womans life and is committed to support our female employees during their maternity phase by helping them integrate their personal and professional commitments, effectively.

During the year under review, the Company has been fully compliant with all applicable provisions of the Maternity Benefit Act, 1961 and has policies, system and processes in place to ensure ongoing compliance.

RISK MANAGEMENT

An effective risk management system is integral to achieving our strategic objectives and safeguarding stakeholder value of any organization. Accordingly, in accordance with Regulation 21 of the SEBI Listing Regulations, your Company has constituted a Risk Management Committee ( RMC ) comprising of a proper balance of members of the Board and senior management. A detailed note on your Companys risk management mechanism comprising of policies, procedures & practices, SOPs and oversight is provided in the Management Discussion and Analysis Report forming part of this Annual Report.

In the Boards view, there are no material risks which may threaten the existence of the Company.

The Risk Management Policy of your Company is available on its website and can be accessed at https://www.kalpataru.com/ uploads/1750324030_6853d33e8608c.pdf.

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

Details of initiatives undertaken by your Company with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014 are provided in Annexure VII forming part of this Report.

ANNUAL RETURN

Pursuant to the provisions of the Sections 92(3) read with 134(3) (a) of the Act, the Annual Return for the financial year 2025-26 of the Company is available on the website of the Company at https://www.kalpataru.com/investor-corner.

COMPLIANCE WITH SECRETARIAL STANDARDS (SS)

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively during the year under review.

DISCLOSURE OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

As on date of this Report, there were no proceedings filed against the Company and pending before the Honble National Company Law Tribunal or any other Courts or authority, under the Insolvency and Bankruptcy Code, 2016.

MATERIAL ORDERS

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

MATERIAL CHANGES AFFECTING FINANCIAL POSITION

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the Financial Year of the Company and the date of this Report i.e., from April 1, 2026 to May 12, 2026.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters during the year under review: a) There has been no change in the nature of the business of your Company.

b) The Company has not accepted any deposit from public, within the meaning of Section 73 of the Act. c) The Company was not required to transfer any amount to Investor Education and Protection Fund. d) There was no instance of one-time settlement with any Bank or Financial Institution. e) There was no revision of financial statements and Boards Report of the Company during the year under review. f) There was no issue of sweat equity shares to employees of the Company under any scheme. g) There was no issue of equity shares with differential rights as to dividend, voting or otherwise. h) Voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company. i) The equity shares of the Company were not suspended from trading during the year under review on account of corporate actions or otherwise. j) The Managing Director and the Whole Time Director of the Company, as per the terms of appointment do not draw any commission or remuneration from subsidiary companies.

DISCLAIMER

In accordance with the provisions of the Real Estate (Regulation and Development) Act, 2016 ( RERA Act ) and the rules made thereunder, your Company shall register all of its forthcoming projects with the Real Estate Regulatory Authority ( RERA ), having appropriate jurisdiction. Until such registration, none of the images, materials, projections, details, descriptions, or any other information presented in this Annual Report shall be construed as advertisements, solicitations, marketing materials, offers for sale, invitations to offer, or invitations to acquire, within the meaning or scope of RERA.

ACKNOWLEDGEMENTS

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee.

For and on behalf of the Board of Directors Mofatraj P. Munot

Place: Mumbai Chairman Date: May 12, 2026 (DIN: 00046905)

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis

					Justification
				Salient
					for entering
Name(s)		Nature of	Duration of	terms of the		Date of
					into such		Amount paid
of the	Nature of	contracts/	the contracts /	contracts or		approval
					contracts or		as advances,
related	relationship	arrangements/	arrangements	arrangements		by the
					arrangements		if any
party		transactions	/ transactions	including		Board
					or
				value
					transactions
There were no contracts or arrangements or transactions entered into during the year ended March 31, 2026, which were
not at arms length basis.

2. Details of material contracts or arrangements or transactions at arms length basis

Name(s)		Nature of	Duration of		Date of
						Amount paid
of the	Nature of	contracts/	the contracts /	Salient terms of the contracts or	approval by
						as advances,
related	relationship	arrangements/	arrangements /	arrangements including value	the Board,
						if any
party		transactions	transactions		if any
There were no material contracts or arrangements or transactions for the year ended March 31, 2026 as per the provisions
of the Companies Act, 2013.