KP Green Engineering Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the 25(th) Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026 (FY 2025-26/FY26).

FINANCIAL PERFORMANCE The Audited Financial Statements of the Company for the Financial Year ended March 31, 2026, have been prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act). The financial highlights of the Company are as below:

The financial highlights of the Company are as below:

Particulars	Standalone 2025-26	Standalone 2024-2025	Consolidated 2025-26	Consolidated 2024-2025
Revenue from operations	1,24,556.89	69,464.19	1,24,556.89	69,464.19
Other Income	435.50	736.56	435.45	736.56
Total Income	1,24,992.39	70,200.75	1,24,992.34	70,200.75
Expenditure	1,00,077.41	58,739.16	1,00,078.01	58,739.85
Profit Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	24,914.97	11,461.59	24,914.33	11,460.90
Finance Cost	4,144.72	891.48	4,144.95	891.49
Depreciation	2,334.07	586.41	2,334.07	586.41
Profit Before Tax	18,436.18	9,983.70	18,435.31	9,983.00
Tax expenses	4,861.78	2,634.08	4,861.56	2,633.90
Profit for the period	13,574.40	7,349.62	13,573.75	7,349.10

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

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

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

2. BUSINESS PERFORMANCE

Consolidated Financial Performance:

Total revenue of the Company for the financial year 2025-26 stood at 1,24,992.34 lakhs as against 70,200.75 lakhs for the financial year 2024-25, showing an increase of 78.05%

EBITDA for the financial year 2025-26 stood at 24,914.33 lakhs as against 11,460.90 lakhs for the financial year 2024-25, showing an increase of 117.39%

Profit after tax for the financial year 2025-26 stood at 13,573.75 lakhs as against 7,349.10 lakhs for the financial year 2024-25 showing an increase of 84.70%

Standalone Financial Performance:

Total revenue of the Company for the financial year 2025-26 stood at 1,24,992.39 lakhs as against 70,200.75 lakhs for the financial year 2024-25, showing an increase of 78.05%

EBITDA for the financial year 2025-26 stood at 24,914.97 lakhs as against 11,461.59 lakhs for the financial year 2024-25, showing an increase of 117.38%

Profit after tax for the financial year 2025-26 stood at 13,574.40 lakhs as against 7,349.62 lakhs for the financial year 2024-25 showing an increase of 84.70%

Operational Highlights:

During the financial year under review, the Company continued to strengthen its position as an integrated engineering and manufacturing Company providing end-to-end solutions for the renewable energy and infrastructure sectors. The Company is engaged in the design, engineering, fabrication, galvanization and manufacturing of a diversified range of steel structures and engineering products catering to renewable energy, power and transmission, telecommunications, railways, roads and highways, urban and rural infrastructure, and other engineering applications. The Company continued to focus on operational excellence, product quality, timely execution and customer satisfaction, thereby strengthening its market presence across various sectors.

Building on its established manufacturing capabilities, the Company continued to pursue a diversified business strategy by expanding its product portfolio and strengthening its presence across high-growth infrastructure segments. During the year, the Company further enhanced its manufacturing capabilities across existing product lines while progressing towards the development of new products such as onshore and offshore tubular towers, hot rolling mill, aluminium extrusions, cables and conductors, container manufacturing and other value-added engineering solutions. The Company remains focused on technology-driven manufacturing, sustainable business practices and continuous innovation to support its long-term growth and create enduring value for all stakeholders.

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3. 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.

During the year under review, ICRA Limited reaffirmed and assigned ratings for the enhanced amount of the Companys long-term and short-term bank facilities. The ratings reflect the Companys established operational track record, healthy financial profile, comfortable capital structure and adequate liquidity position.

The details of the rating action are as follows:

Sr. No.	Type of Instrument	Current Rated Amount (\u20b9 in Crore)	Rating Action
1.	Long term \u2013 Fund based \u2013 Term Loan	28.19	[ICRA]A- (Stable); reaffirmed and assigned for enhanced limit
2.	Long term \u2013 Fund based \u2013 Cash Credit	209.75	[ICRA]A- (Stable); reaffirmed and assigned for enhanced limit
3.	Short term \u2013 Fund based \u2013 WCDL	65.00	[ICRA]A2+; assigned
4.	Short term \u2013 Non Fund based \u2013 BG	23.00	[ICRA]A2+; reaffirmed and assigned for enhanced limit
5.	Short term \u2013 Non Fund based \u2013 LC	119.50	[ICRA]A2+; reaffirmed and assigned for enhanced limit
6.	Short term \u2013 Non Fund based \u2013 BG/LC	15.00	[ICRA]A2+; reaffirmed
7.	Long term/Short term \u2013 Unallocated limits	34.56	[ICRA]A- (Stable)/[ICRA]A2+; reaffirmed
TOTAL		495.00

4. DIVIDEND AND RESERVES

During the year under review, the Board of Directors declared and paid an Interim Dividend of ?0.25/- (5%) per equity share of face value of ?5/- each on the fully paid-up equity shares of the Company.

Further, the Board of Directors has recommended a final dividend of ?0.30 (6%) per equity share for the financial year 2025-26, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The Record Date for the final dividend has been fixed as Wednesday, September 23, 2026.

Accordingly, the total dividend for the financial year 2025-26, including the proposed final dividend, aggregates to ?0.55/- (11%) per equity share of ?5/- each, involving a total cash outflow of ?275 lakhs.

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

The dividend payout is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Companys website and can be accessed at .

The 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.

5. UNPAID/UNCLAIMED DIVIDENDS

During the year under review, the Company has transferred an amount of ?36175/- against the unpaid/unclaimed dividend to the Unpaid Dividend Account. The Statement of unpaid/unclaimed dividends as on March 31, 2026, is also uploaded on the Companys website . No funds were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

6. LISTING OF EQUITY SHARES

The equity shares of the Company were listed on the BSE Limited on SME Platform on March 22, 2024. The trading symbol of the Company is KPGEL. The Company has paid the annual listing fees to BSE Limited and the annual custody fees to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the Financial Year 2025-26.

7. SHARE CAPITAL

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

The Authorised Share Capital of the Company as on March 31, 2026, is ?25,000,000/- (Rupees Twenty-Five Crores only) divided into 5,00,000,000 (Five Crore) equity shares of ?5/- (Rupees Five only) each.

The Paid-up Share Capital of the Company as on March 31, 2026, is ?25,000,000/- (Rupees Twenty-Five Crores only) divided into 5,00,000,000 (Five Crore) equity shares of ?5/- (Rupees Five only) each.

8. PUBLIC DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the rules made thereunder at the end of FY26 or the previous financial years. The Company did not accept any deposit during the year under review.

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9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The provisions of Section 186 of the Act, with respect to loans, guarantees, investments or securities are not applicable to the Company, as the Company is engaged in providing infrastructural facilities, which is exempted under Section 186 of the Act. The details of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31, 2026, the Company has one subsidiary, M/s. KPZon Energia Private Limited. The Company does not have any associate Company or joint venture.

The performance, financial position and the details as required under section 129 of the Companies Act, 2013, for the subsidiary for the financial year ended March 31, 2026, in Form AOC-1, is attached as Annexure C, which forms part of this report.

As on March 31, 2026, the Company does not have any material subsidiary in accordance with the provisions of the SEBI Listing Regulations. The Company has framed a policy for determining material subsidiaries, which has been uploaded on Companys website at .

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

As on March 31, 2026, the Companys Board had eight members comprising two Executive Directors, two Non-Executive Non-Independent Directors and four Independent Directors including two women Directors. During the year under review, the following changes took place in the Directorships and Key Managerial Personnel:

Appointment/Re-appointment during FY26:

In the 24th Annual General Meeting of the Company, the Members approved the appointment of Mr. Satya Gopal (DIN: 08144273) as a Non-Executive Independent Director of the Company for a term of five consecutive years with effect from March 10, 2025, and Mr. Hassan Faruk Patel (DIN: 09739235) as the Whole-time Director of the Company for a term of five years with effect from September 29, 2025.

Further, the Board evaluated the integrity, expertise, experience, and proficiency of Mr. Satya Gopal, Independent Director, appointed during the year and is of the opinion that he possesses the requisite qualifications, brings valuable experience and domain knowledge, and upholds the highest standards of integrity.

Changes in Directorate:

Post closure of the financial year and up to the date of this Report, Prof. Sunil Kumar Maheshwari (DIN: 02317160) was appointed as Vice-Chairman of the Board in the category of Non-Executive (Additional) Director with effect from July 03, 2026.

Further, Mr. Amit Khandelwal (DIN: 09287996) resigned as a Non-Executive Director of the Company with effect from July 03, 2026. The Board places on record its sincere appreciation for the guidance and valuable contributions rendered by Mr. Amit Khandelwal during his tenure as a Director. The Board is pleased that Mr. Amit Khandelwal will continue to be associated with the group entity in another role and looks forward to his continued guidance and support.

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

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the rules made thereunder and Articles of Association of the Company, Mr. Hassan Faruk Patel (DIN: 09739235) shall retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment as a director of the Company. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends the re-appointment of Mr. Hassan Faruk Patel as a Director for the approval of the members.

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

Declaration from Independent Directors:

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

Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on March 31, 2026:

Mr. Muinulhaque Kadva, Whole-Time Director

Mr. Hassan Faruk Patel, Whole-Time Director (w.e.f September 29, 2025)

Mr. Pravinkumar Singh, Chief Financial Officer

Mr. Saurabh Sharma, Company Secretary & Compliance Officer (Resigned w.e.f May 09, 2026)

Changes in Key Managerial Personnel:

Post closure of the financial year and up to the date of this Report, Mr. Saurabh Sharma resigned from the position of Company Secretary and Compliance Officer of the Company with effect from May 09, 2026, and continues to be associated with the Company in a different role. The Board places on record its appreciation for the valuable services rendered by him during his tenure as the Company Secretary and Compliance Officer.

Consequent to his resignation, Mr. Karan Sunil Rupda was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 09, 2026.

12. MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board met 5 (Five) times, i.e., on May 14, 2025, July 22, 2025, September 01, 2025, November 07, 2025, and February 26, 2026. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

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1	Dr. Faruk G. Patel	5	5	Yes
2	Mr. Muinulhaque Kadva	5	5	Yes
3	Mr. Hassan Faruk Patel	5	5	Yes
4	Mr. Amit Khandelwal	5	4	Yes
5	Mrs. Ekta Sanghavi	5	5	Yes
6	Mrs. Indu Rao Kaveti	5	5	Yes
7	Mr. Tejpalasingh Bisht	5	4	Yes
8	Mr. Satya Gopal	5	4	No

13. COMMITTEES OF THE BOARD OF DIRECTORS

With the objective of strengthening the corporate governance framework and ensuring compliance with the applicable statutory provisions, the Board has constituted various committees with clearly defined roles and responsibilities to assist it in the effective discharge of its functions. The Board oversees the functioning of these Committees, and the minutes of all Committee meetings are placed before the Board for its review and noting. As on March 31, 2026, the Board has the following Committees:

a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee d) Corporate Social Responsibility Committee

a Audit Committee:

The Audit Committee acts as a link between the Management, the Statutory Auditors, the Internal Auditors and the Board of Directors. It oversees the financial reporting process, reviews the adequacy and effectiveness of the internal control and internal audit framework, and monitors the integrity of the Companys financial statements, accounting and auditing processes. The Committee comprises a majority of Independent Directors, enabling an objective and transparent review of the Companys financial reporting and internal control mechanism.

During the financial year 2025-26, Meeting of Audit Committee was held 4 (Four) times on May 14, 2025, September 01, 2025, November 07, 2025 and February 26, 2026. The intervening gap between two meetings did not exceed 120 days. The Composition of the Audit Committee and details of attendance of the members during FY 2025-26, are given below:

Name & Designation of Members	Category	No. of Meetings Held During the tenure	No. of Meetings Attended
Mrs. Ekta Sanghavi (Chairperson)	Independent Director	4	4
Mrs. Indu Rao Kaveti (Member)	Independent Director	4	4
Mr. Muinulhaque Kadva (Member)	Whole-Time Director	4	4

All members of the Audit Committee possess accounting and financial management expertise or relevant financial experience. The Company Secretary acts as the Secretary to the Committee. The minutes of Audit Committee meetings are placed before the Board for its review and noting. The Chairperson of the Audit Committee attended the last Annual General Meeting held on September 29, 2025, to address the shareholders queries.

Further, the Board of Directors, at its meeting held on May 08, 2026, approved the reconstitution of the Audit Committee. Consequently, Mr. Muinulhaque Kadva ceased to be a Member of the Audit Committee, and Mr. Tejpalasingh Bisht (Independent Director) was inducted as a Member of the Audit Committee with effect from May 08, 2026.

b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee (NRC) assists the Board in formulating the criteria for appointment of Directors and Senior Management Personnel, including the criteria for determining the qualifications, positive attributes and independence of Directors, evaluating their performance and recommending their remuneration.

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The NRC comprises only Non-Executive Directors, with two-thirds of its members being Independent Directors. The Company Secretary acts as the Secretary to the NRC. During the financial year 2025-26, the NRC met 2 (two) times, on September 01, 2025 and February 26, 2026. The minutes of the NRC meetings are placed before the Board for its review and noting. The composition of the NRC and the attendance of its members during the financial year are given below.

Name & Designation of Members	Category	No. of Meetings Held During the tenure	No. of Meetings Attended
Mrs. Ekta Sanghavi (Chairperson)	Independent Director	2	2
Mr. Tejpalasingh Bisht (Member)	Independent Director	2	2
Dr. Faruk G. Patel (Member)	Chairman & Non-Executive Director	2	2

c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee (SRC) assists the Board in overseeing and resolving the grievances of security holders and ensuring effective investor relations and redressal of stakeholders concerns. The SRC comprises three (3) members, with a majority of Non-Executive Directors. The Company Secretary acts as the Secretary to the Committee.

During the financial year 2025-26, the SRC met two (2) times, on September 01, 2025 and February 26, 2026. The minutes of the SRC meetings are placed before the Board for its review and noting. The Chairperson of the SRC attended the last Annual General Meeting held on September 29, 2025, and was available to address the queries of the Members. The composition of the SRC and the attendance of its members during the financial year are given below.

Name & Designation of Members	Category	No. of Meetings Held During the tenure	No. of Meetings Attended
Mr. Amit Khandelwal (Chairman)	Non-Executive Director	2	2
Mr. Tejpalasingh Bisht (Member)	Independent Director	2	2
Mr. Muinulhaque Kadva (Member)	Whole-Time Director	2	2

Further, pursuant to the resignation of Mr. Amit Khandelwal as a Director of the Company with effect from July 03, 2026, the Board of Directors, at its meeting held on July 03, 2026, approved the reconstitution of the Stakeholders Relationship Committee (SRC). Consequently, Mr. Amit Khandelwal ceased to be a Member of the SRC, and Mrs. Ekta Sanghavi (Independent Director) was appointed as the Chairperson of the SRC with effect from July 03, 2026.

Details of Investor Complaints:

During the financial year 2025-26, One (1) investor complaint was received and resolved during the year. Accordingly, no investor complaints were pending as on March 31, 2026.

d) Corporate Social Responsibility Committee:

The Corporate Social Responsibility (CSR) Committee assists the Board in formulating, monitoring and reviewing the Corporate Social Responsibility Policy and recommending CSR activities and expenditure in accordance with the applicable provisions of the Companies Act, 2013. The CSR Committee comprises three (3) members. The Company Secretary acts as the Secretary to the Committee.

During the financial year 2025-26, the CSR Committee met two (2) times, on September 01, 2025 and February 26, 2026. The minutes of the CSR Committee meetings are placed before the Board for its review and noting. The composition of the CSR Committee and the attendance of its members during the financial year are given below.

Name & Designation of Members	Category	No. of Meetings Held During the tenure	No. of Meetings Attended
Mr. Muinulhaque Kadva (Chairman)	Whole-Time Director	2	2
Mr. Hassan Faruk Patel (Member)	Whole-Time Director	2	2
Mrs. Indu Rao Kaveti (Member)	Independent Director	2	2

14. INDEPENDENT DIRECTORS MEETING

The Independent Directors met on February 26, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

15. BOARD EVALUATION

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

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16. BOARD FAMILIARISATION AND TRAINING PROGRAMME The Company conducts familiarisation and training programmes for all the members of the Board, including the Independent Directors, at the time of their appointment and on an ongoing basis. These programmes provide updates on the Companys business, operations, strategy, industry developments, regulatory environment and governance framework. The Directors are also regularly apprised of significant changes in applicable laws and regulations and participate in various training programmes to enhance their knowledge and effectively discharge their roles and responsibilities.

17. 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 an 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, in accordance with the provisions of the SEBI Listing Regulations, were approved by the Members of the Company through Postal Ballot on March 30, 2026.

The Policy on Related Party Transactions is available on the Companys website and can be accessed using the link: .

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

18. AUDITORS & AUDITORS REPORT

Statutory Auditors:

M/s. K A Sanghavi & Co. LLP, Chartered Accountants, bearing Firm Registration No. 0120846W/W100289, were re-appointed as a Statutory Auditors of the Company at the 20th Annual General Meeting (AGM) for the second term to hold office till the conclusion of the ensuing 25th AGM of the Company to be held in the year 2026. Representatives of M/s. K A Sanghavi & Co. LLP, Statutory Auditors of the Company, attended the previous AGM of the Company held on September 29, 2025. The second term of M/s. K A Sanghavi & Co. LLP as the Statutory Auditors of the Company expires at the conclusion of the ensuing 25th AGM.

The Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements for FY26 and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

Pursuant to the provisions of the Sections 139, 142 and other applicable provisions, if any of the Act and Rules issued thereunder, and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on September 02, 2026, have approved and recommended to the shareholders at the ensuing 25th AGM of the Company, the appointment of MSKC & Associates LLP, Chartered Accountants bearing Firm Registration No.: 0015955/S000168, a member firm of BDO International, as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the ensuing 25th AGM till the conclusion of 30th AGM of the Company.

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

Secretariat Auditors:

Pursuant to section 204 of the Act, read with the rules made thereunder and Regulation 24A of SEBI Listing Regulations, M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad, (Peer reviewed certificate no. 6543/2025) were appointed as a Secretariat Auditor to undertake the Secretariat Audit of the 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 Secretariat Auditor and are eligible to hold office as Secretariat Auditors of the Company. The Secretariat Audit Report for the year under review is provided as Annexure-A of this report. The Secretariat Audit Report does not contain any qualifications, reservation or adverse remarks.

Cost Auditors:

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government. Accordingly, such accounts and records are made and maintained by the Company. M/s. V.M. Patel & Associates, Cost Accountants (Firm Registration No. 101519), are carrying out the cost audit of the Company for the financial year 2025-26.

Further, pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Board has re-appointed the Cost Auditor to audit the cost records of the Company for the financial year 2026-27. The remuneration payable to the Cost Auditor is subject to ratification by the Members and, accordingly, the necessary Resolution for ratification of the remuneration payable to the Cost Auditor for the audit of the cost records of the Company for the financial year 2026-27 is being placed before the Members for approval at the ensuing Annual General Meeting.

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

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of the remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in Annexure- E of this report. The statement containing particulars of employees, as required under Section 197 of the Act, read with the rules made thereunder, as amended from time to time, are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.

21. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

22. EMPLOYEE STOCK OPTION PLAN

During the financial year under review, there were no changes made to the KP Green Engineering Limited - Employee Stock Option Plan 2023 (KP GREEN ENGINEERING - ESOP 2023). The Scheme continues to be administered in accordance with its terms as approved by the shareholders. The Scheme was renamed from KP Green Engineering Private Limited - Employee Stock Option Plan 2023 to KP Green Engineering Limited - Employee Stock Option Plan 2023 and certain amendments, including the extension of the Scheme to the employees of the existing and future subsidiary and/or associate companies of the Company, whether in India or abroad, were approved by the shareholders through postal ballot on September 5, 2024.

Further, the statutory disclosures as mandated under the Act and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBE Regulations) and a certificate from Secretarial Auditor, confirming implementation of the Scheme in accordance with SEBI SBE Regulations and Shareholders resolutions have been hosted on the website of the Company at and same will be available for electronic inspection by the shareholders during the AGM of the Company.

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

23. BOARD POLICIES

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

Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on the website of the Company at .

Succession Plan

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

Policy on Directors Appointment and Remuneration:

Pursuant to Section 178(3) of the Act, the Company has framed a Policy on Nomination, Remuneration and Evaluation of Directors appointment and other matters which is available on the website of the Company at .

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. The 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

Code for Prevention of Insider Trading:

The 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 or 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 UPSI which has been made available on the Companys website .

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24. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in compliance with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of the Company .

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

25. 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 details of the CSR Committee are provided under the heading Committees of the Board of Directors in this report. The CSR Policy is available on the website of the Company at . The Annual Report on CSR activities is annexed as Annexure- B to this report.

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

26. MANAGEMENT DISCUSSION AND ANALYSIS

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

27. CORPORATE GOVERNANCE

Since the Company is listed on BSE SME, it is exempt from applicability of certain regulations pertaining to Corporate Governance under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. REMUNERATION PAID TO DIRECTORS FOR FINANCIAL YEAR 2025-26

The details of sitting fees and commission paid to Directors during the financial year 2025-26 are as under:

( in Lakhs)

Sr. No.	Name of Director	Commission	Sitting Fees	Total
1.	Dr. Faruk G. Patel	0.00	0.00	0.00
2.	Muinulhaque Kadva	0.00	0.00	0.00
3.	Hassan Faruk Patel	0.00	0.01	0.01
4.	Tejpalasingh Bisht	3.00	0.22	3.22
5.	Indu Rao Kaveti	12.00	0.30	12.30
6.	Amit Khandelwal	0.00	0.15	0.15
7.	Ekta Sanghavi	0.00	0.30	0.30
8.	Satya Gopal	0.00	0.12	0.12

29. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026, prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link: .

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made thereunder, the Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) to consider and resolve the complaints related to sexual harassment. The ICs include external members with relevant experience. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues. All new employees go through a personal orientation on POSH policy adopted by the Company.

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

(a) Complaints received during the year: Nil (b) Complaints resolved during the year: Nil (c) Cases pending for more than ninety days: Nil

32. RISK MANAGEMENT

The Company has a robust Risk Management Framework designed to identify, assess, monitor and mitigate risks that may impact its business objectives while enabling it to pursue growth opportunities in a sustainable manner. The Board oversees the implementation and effectiveness of the Risk Management Framework, while the Audit Committee provides oversight in respect of financial risks and internal controls. The key risks identified by the Company are periodically reviewed, and appropriate mitigation measures are implemented on an ongoing basis.

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33. CYBER SECURITY The Company recognizes the importance of maintaining a secure and resilient information technology environment in the face of evolving cyber risks. The Company periodically reviews its cyber security framework and continuously strengthens its systems, processes and controls to safeguard its information assets and business operations.

During the financial year under review, the Company did not experience any material cyber security incidents, data breaches or loss of information.

34. DIRECTORS RESPONSIBILITY STATEMENT

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

I. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures; II. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; III. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; IV. they have prepared the annual financial statements on a going concern basis; V. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; VI. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

35. 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.

36. GENERAL DISCLOSURES

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

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

Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.

Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

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

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

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

Revision of financial statements and Directors Report of the Company.

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

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

37. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors KP Green Engineering Limited

Place: Surat Date: September 02, 2026

Dr. Faruk G. Patel Chairman & Director DIN: 00414045

Muinulhaque Kadva Whole-Time Director DIN: 07661317