KP Green Engineering Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the 24^th Annual Report along with the Audited Financial Statements of the Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25").

FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarised financial highlight is depicted below:

( In lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	69,464.19	34,904.86	69,464.19	34,904.86
Other Income	736.56	292.20	736.56	292.20
Total Income	70,200.75	35,197.05	70,200.75	35,197.05
Expenditure	58,739.16	29,545.64	58,739.85	29,545.64
Profit Earnings before interest, tax, depreciation and amortization (EBITDA)	11,461.59	5,651.41	11,460.90	5,651.41
Finance Cost	891.48	537.27	891.49	537.27
Depreciation	586.41	371.21	586.41	371.21
Profit Before Taxation	9,983.70	4,742.93	9,983.00	4,742.93
Tax expenses	2,634.08	1,229.58	2,633.90	1,229.58
Profit for the period	7,349.62	3,513.35	7,349.10	3,513.35

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

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

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

PERFORMANCE HIGHLIGHTS:

Consolidated:

Total revenue of the Company for the financial year 2024-25 stood at 70,200.75 lakhs as against 35,197.05 lakhs for the financial year 2023-24, showing an increase of 99.45%.

EBITDA for the financial year 2024-25 stood at 11,460.90 lakhs as against 5,651.41 lakhs for the financial year 2023-24, showing an increase of 102.80%.

Profit after tax for the financial year 2024-25 stood at 7,349.10 lakhs as against 3,513.35 lakhs for the financial year 2023-24 showing an increase of 109.18%.

Standalone:

Total revenue of the Company for the financial year 2024-25 stood at 70,200.75 lakhs as against 35,197.05 lakhs for the financial year 2023-24, showing an increase of 99.45%.

EBITDA for the financial year 2024-25 stood at 11,461.59 lakhs as against 5,651.41 lakhs for the financial year 2023-24, showing an increase of 102.81%.

Profit after tax for the financial year 2024-25 stood at 7,349.62 lakhs as against 3,513.35 lakhs for the financial year 2023-24 showing an increase of 109.19%.

CREDIT RATING:

The Companys commitment to financial discipline and prudence is evident from the strong credit ratings assigned by rating agencies. Please find below the list of all credit ratings obtained/revised/reaffirmed by the company during the financial year 2024-25:

ICRA has assigned a long-term rating of [ICRA] A- (Stable) to the Company, a particularly notable achievement as it directly secures this high rating without transitioning through lower ratings. This underscores the strong financial stability, robust business fundamentals, and growing market credibility of the Company. The summary of the rating action is as follows:

Type of Instrument	Current Rated Amount ( in Crore)	Rating Action
Long term – Fund based - Cash credit	25.00	[ICRA]A- (Stable); assigned
TOTAL	25.00

ICRA has reaffirmed and assigned a rating for the enhanced amount of the Companys long-term and short-term facilities. The summary of the rating action is provided below:

Sr. No. Type of Instrument	Current Rated Amount ( in Crore)	Rating Action
1 Long term – Fund based – Term loan (GECL)	1.08	[ICRA]A- (Stable); assigned
2 Long term – Fund based – Cash credit	108.75	[ICRA]A- (Stable); reaffirmed and assigned for enhanced amount
3 Short term – Non fund based – Bank guarantee (BG)	1.50	[ICRA]A2+; assigned
4 Short term – Non fund based – Letter of credit (LC)	4.00	[ICRA]A2+; assigned
5 Short term – Non fund based – BG/LC	15.00	[ICRA]A2+; assigned
6 Long term/Short term – Unallocated limits	64.67	[ICRA]A- (Stable)/[ICRA]A2+; assigned
TOTAL	195.00

DIVIDEND AND RESERVES:

During the year under review, the Board of Directors of the Company has declared an interim dividend of Re. 0.20 (4%) per equity share having a face value of 5/- each on the paid-up equity share capital of the Company.

Further, the Directors have recommended a final dividend of Re. 0.20 (4%) per equity share for the financial year 2024-25, subject to the approval of the shareholders at the forthcoming 24^th Annual General Meeting of the Company. 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 at https://kpgreenengineering. com/policies-disclosures

The company has transferred the whole amount of Profit to retained earnings as per annexed audited balance sheet for the year ended March 31, 2025.

UNPAID/UNCLAIMED DIVIDENDS:

During the financial year 2024-25, the Company has transferred an amount of 26,808/- against the unpaid/unclaimed dividend to the Unpaid Dividend Account. The Statement of unpaid/unclaimed dividends as on March 31, 2025 is also uploaded on the Companys website https://kpgreenengineering.com/stock-exchange-submissions. No funds were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

LISTING OF EQUITY SHARES:

Equity shares of the Company were listed on the Bombay Stock Exchange (BSE Limited) on SME Platform on March 22, 2024.

The trading symbol of the Company is ‘KPGEL. Listing fees and the custodian charges to depositories, for the FY 2024-25 have been paid to BSE, NSDL and CDSL respectively.

AUTHORIZED AND PAID_UP SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2025 is 25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore only) equity shares of 5/- (Rupees Five only) each.

The Paid-up Share Capital of the Company as on March 31, 2025 is 25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore only) equity shares of 5/- (Rupees Five only) each.

PUBLIC DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY25 or the previous financial years. The Company did not accept any deposit during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security are not applicable to the Company, as the Company is engaged in providing infrastructural facilities, which is exempted under Section 186 of the Act. The details of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2025, the company has M/s KPZon Energia Private Limited, as Subsidiary Company, except this the Company does not have any other Subsidiaries, Associates and Joint Ventures.

The performance, financial position and the details required under section 129 of the Companies Act, 2013, for the subsidiary for the financial year ended March 31, 2025, in Form AOC-1, is attached as Annexure-C, which forms part of this report.

Further, based on Financial Statement as on March 31, 2025, there are no material subsidiary of the Company as per the requirements of the SEBI Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of Directors:

As on March 31, 2025, the Companys Board had Eight members comprising of one Executive Directors, three Non-Executive Non-Independent Directors and four Independent Directors including two Woman Directors. During the year under review, the following changes took place in the Directorships and Key Managerial Personnel:

Appointment/Re-appointment during FY25:

Mr. Satya Gopal (DIN: 08144273) was appointed as an Additional Director (Non-Executive Independent) of the Company w.e.f. March 10, 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 possess the requisite qualifications, bring valuable experience and domain knowledge, and uphold the highest standards of integrity.

Cessation:

Mr. Surinder Kumar Negi (DIN: 00533049) resigned from the Directorship of the Company with effect from March 10, 2025. The Board places on record its sincere appreciation of his contributions during his tenure on the Board of the Company.

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

In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder, Mr. Muinulhaque Iqbalhusen Kadva (DIN: 07661317) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board, on recommendation of Nomination and Remuneration Committee of the Company, recommends the re-appointment of Mr. Muinulhaque Iqbalhusen Kadva as Director for the approval.

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

Declaration from Independent Directors:

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

Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on March 31, 2025:

1. Mr. Muinulhaque Iqbalhusen Kadva, Whole-Time Director

2. Mr. Pravinkumar Singh, Chief Financial Officer

3. Mr. Saurabh Sharma, Company Secretary & Compliance Officer

MEETINGS OF BOARD OF DIRECTORS:

During the year under review, the Board met 7 (seven) times i.e. on April 19, 2024, June 12, 2024, July 30, 2024, August 31, 2024, November 6, 2024, November 30, 2024 and March 10, 2025. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

The details of attendance of the Board members at the Board Meetings during FY 2024-25 and at the last Annual General Meeting held on September 26, 2024, are as under:

Sr. No. Name of Director(s)	No. of Meetings
	Held during the tenure	Attended	Attendance at last AGM
1 Dr. Faruk G. Patel	7	7	Yes
2 Mr. Muinulhaque Iqbalhusen Kadva	7	7	Yes
3 Mr. Hassan Faruk Patel	7	7	Yes
4 Mr. Amit Subhashchandra Khandelwal	7	6	Yes
5 Mrs. Ekta Aagam Sanghavi	7	6	Yes
6 Mrs. Indu Gupta Rao	7	6	Yes
7 Mr. Tejpalsingh Jagatsingh Bisht	7	4	Yes
8 Mr. Surinder Kumar Negi1	7	4	Yes
9 Mr. Satya Gopal2	0	0	NA
1Resigned w.e.f. March 10, 2025.
2Appointed w.e.f. March 10, 2025.

COMMITTEES OF THE BOARD OF DIRECTORS:

The Board Committees plays a vital role in ensuring good corporate governance practices. The Committees are formed to handle specific activities and ensure the timely resolution of various issues. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles under which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of all Committee meetings are presented to the Board for review. As on March 31, 2025, 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 Management, Statutory Auditors, Internal Auditors, and the Board in order to oversee the financial reporting process of the Company. The purpose of the Committee is to monitor the quality and integrity of the accounting, auditing, and financial reporting processes, including the review of internal audit reports and action taken reports.

The Audit Committee comprise the majority of Independent Directors to enable independent and transparent review of financial reporting process and internal control mechanism with an objective to further strengthen the confidence of all stakeholders.

During the financial year 2024-25, Meeting of Audit Committee was held 5 (five) times on April 19, 2024, June 12, 2024, August 31, 2024, November 6, 2024 and March 10, 2025. 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 2024-25, are given below:

Name & Designation of Members	Category	No. of Meetings
		Held during the tenure	Attended
Mrs. Ekta Aagam Sanghavi (Chairperson)	Non-Executive Independent Director	5	5
Mrs. Indu Gupta Rao (Member)	Non-Executive Independent Director	5	4
Mr. Muinulhaque Iqbalhusen Kadva (Member)	Executive Director, Whole-Time Director	5	5

All members of the Audit Committee have accounting and financial management knowledge and expertise/exposure. The Company Secretary acts as the Secretary to the Committee. The minutes of each Audit Committee meeting are placed in the next meeting of the Board. The Chairperson of the Committee was present at the last Annual General Meeting held on September 26, 2024 to answer shareholders queries.

b) Nomination and Remuneration Committee:

All the members of the Nomination and Remuneration Committee ("NRC") comprises only Non-Executive Directors, with two-thirds being Independent Directors. During the financial year 2024-25, Meeting of NRC was held 4 (four) times on July 30, 2024, August 31, 2024, November 6, 2024 and March 10, 2025. The Composition of the NRC and details of attendance of the members during 2024-25, are given below:

Name & Designation of Members	Category	No. of Meetings
		Held during the tenure	Attended
Mrs. Ekta Aagam Sanghavi (Chairperson)	Non-Executive Independent Director	4	3
Mr. Tejpalsingh Jagatsingh Bisht (Member)	Non-Executive Independent Director	4	3
Dr. Faruk G. Patel (Member)	Chairman, Non-Executive Director	4	4

The Company Secretary acts as the Secretary to the NRC. The minutes of each NRC meeting are placed in the next meeting of the Board.

c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of Directors ("SRC") comprises of 3 (three) members, with a majority of Non-Executive Directors. During the financial year 2024-25, the Meeting of SRC was held once on March 10, 2025. The Composition of the SRC and details of attendance of the members during 2024-25, are given below:

Name & Designation of Members	Category	No. of Meetings
		Held during the tenure	Attended
Mr. Amit Subhashchandra Khandelwal (Chairman)	Non-Executive Non-Independent Director	1	1
Mr. Tejpalsingh Jagatsingh Bisht (Member)	Non-Executive Independent Director	1	0
Mr. Surinder Kumar Negi1 (Member)	Non-Executive Independent Director	1	1
Mr. Muinulhaque Iqbalhusen Kadva2 (Member)	Executive Director, Whole-Time Director	NA	NA
1Resigned w.e.f. March 10, 2025
2Appointed w.e.f. March 10, 2025

The Company Secretary acts as the Secretary to the Committee. The minutes of each SRC meeting are placed in the next meeting of the Board. The Chairman of the SRC attended the last AGM held on September 26, 2024 to answer the shareholders queries.

Details of Investor Complaints:

During the financial year 2024-25, no Investor complaint was received from members. Therefore, there are no pending complaints at the end of the year.

d) Corporate Social Responsibility Committee:

The Corporate Social Responsibility ("CSR") Committee comprise of 3 (three) members, with a majority of Non-Executive Directors. During the financial year 2024-25, Meeting of CSR Committee was held 2 (Two) times on August 31, 2024 and March 10, 2025. The Composition of the CSR Committee and details of attendance of the members during 2024-25, are given below:

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

The Company Secretary acts as the Secretary to the Committee. The minutes of each CSR meeting are placed in the next meeting of the Board.

INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on March 10, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the 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.

BOARD EVALUATION:

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

BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, functions and nature of industry in which the Company operates. These updates help the Directors in keeping abreast of key changes and their impact on the Company. Additionally, the Directors also participate in various programmes where above-mentioned subject matters are apprise to the Directors of the Company.

RELATED PARTY TRANSACTIONS:

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. Prior approvals are also being obtained for related party transactions which are long-term in nature and are being placed for noting by Audit Committee in compliance of requirements of SEBI Listing Regulations. All transactions with related parties entered into during the year under review were at 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 FY25 and hence does not form part of this report.

The Policy on Related Party Transactions is available on the Companys website and can be assessed using the link: https:// kpgreenengineering.com/policies-disclosures

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Company has filed disclosure for the half year ended March 31, 2025 to the stock exchange, for the related party transactions.

AUDITORS & AUDITORS REPORT:

Statutory Auditors:

Pursuant to the provisions of Section 139 the Companies Act, 2013 read with rules made thereunder, as amended from time to time, M/s. K A Sanghavi & Co. LLP, Chartered Accountants, bearing Firm Registration No. 0120846W/W100289, were re-appointed as a Statutory Auditors of the Company for the second term to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of the Company.

Representatives of M/s. K A Sanghavi & Co. LLP, Statutory Auditor of the Company attended the previous AGM of the Company held on September 26, 2024.

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

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, as amended from time to time, the Board has reappointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for FY25. The Secretarial Audit Report for the year under review is provided as Annexure-A of this report. The Secretarial Audit Report for FY25 is unqualified and does not contain any observation.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, M/s. Chirag Shah & Associates (‘CSA), Company Secretaries in Practice, (Peer Review Number: 6543/2025), as the Secretarial Auditors of the Company for a period of five consecutive

financial years from 2025-26 to 2029-30. The appointment is subject to shareholders approval at the AGM. M/s. Chirag Shah

& Associates have confirmed that they are not disqualified to be appointed as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of the Company.

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), the Cost Auditor are in the process of carrying out the cost audit of the Company for FY25.

Further, pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Board has appointed M/s. V.M. Patel & Associates, Cost Accountants (Firm Registration No. 101519), as the Cost Auditor to audit the cost records of the Company for the financial year 2025-26. The remuneration payable to the Cost Auditor is subject to ratification by the Members and accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. V.M. Patel & Associates, Cost Accountants, for the audit of cost records of the Company for FY 2026, is being placed for the approval of the shareholders of the Company at the ensuing AGM.

Reporting of frauds by Auditors:

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in Annexure-E of this report. The statement containing particulars of employees, as required under Section 197 of the Act, read with the rules made thereunder, as amended from time to time, are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

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.

EMPLOYEE STOCK OPTION PLAN:

During the year under review, the Board of Directors proposed certain modifications to the existing Employee Stock Option Plan, which were approved by the shareholders of the Company through postal ballot on September 5, 2024. These include the change in the name of the scheme from "KP Green Engineering Private Limited – Employee Stock Option Plan 2023" to "KP Green Engineering Limited – Employee Stock Option Plan 2023" ("KP GREEN ENGINEERING – ESOP 2023"), ratification of amendments made to the scheme for better alignment with regulatory and business requirements, and ratification of the extension of the scheme to cover employees of the existing subsidiary and/or associate companies of the Company, whether in India or abroad.

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 SBEB Regulations") and a certificate from Secretarial Auditor, confirming implementation of the Scheme in accordance with SEBI SBEB Regulations and Shareholders resolutions have been hosted on the website of the Company at www.kpgreenengineering.com and same will be available for electronic inspection by the shareholders during the AGM of the Company.

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

BOARD POLICIES:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website of the Company at https://kpgreenengineering.com/ policies-disclosures.

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 https:// kpgreenengineering.com/policies-disclosures.

Succession Plan

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

Policy on Directors appointment and Remuneration:

Pursuant to Section 178(3) of the Act, the Company has framed a Policy on Nomination, Remuneration and Evaluation of Directors appointment and other matters which is available on the website of the Company at https://kpgreenengineering.com/policies-disclosures.

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 https://kpgreenengineering.com/policies-disclosures

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/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 https://kpgreenengineering. com/policies-disclosures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the 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 https:// kpgreenengineering.com/policies-disclosures.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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 https:// kpgreenengineering.com/policies-disclosures. The Annual Report on CSR activities is annexed as Annexure-B to this report.

The Chief Financial Officer of the Company has certified that CSR spends of the Company for FY25 have been utilized for the purpose and in the manner approved by the Board of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

CORPORATE GOVERNANCE:

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

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025, prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link: https://kpgreenengineering.com/financials.

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.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

During the year under review, no complaints related to sexual harassment were received. The details are as follows: (a) Complaints received during the year: Nil (b) Complaints resolved during the year: Nil (c) Cases pending for more than ninety days: Nil

RISK MANAGEMENT:

The Company has a structured Risk Management Framework designed to identify, assess, and mitigate risks appropriately. The Board oversees the implementation and monitoring of the risk management plan for the Company. The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

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.

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.

GENERAL DISCLOSURES:

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

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

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

• 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.

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
	(Formerly Known as K P Buildcon Private Limited)
	Dr. Faruk G. Patel	Muinulhaque Iqbalhusen Kadva
Place: Surat	Chairman & Director	Whole Time Director
Date: September 1, 2025	DIN: 00414045	DIN: 07661317