KPI Green Energy Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the 17^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:

Rs. In lakhs

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	1,59,200.01	72,375.96	1,73,545.35	1,02,390.01
Other Income	1,548.00	578.71	1,970.41	691.55
Total Income	1,60,748.00	72,954.67	1,75,515.76	1,03,081.56
Expenditure	1,14,738.83	47,710.39	1,17,428.36	68,736.20
Profit Earnings before interest, tax, depreciation and amortization (EBITDA)	46,009.18	25,244.28	58,087.40	34,345.36
Finance Cost	6,782.01	7,638.59	7,945.12	8,606.21
Depreciation	5,185.20	3,546.99	6,051.04	4,037.41
Profit Before Taxation	34,041.96	14,058.70	44,091.23	21,701.74
Tax expenses	8,806.54	3,687.10	11,563.48	5,536.06
Profit for the period	25,235.42	10,371.60	32,527.75	16,165.68

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 ^1,75,515.76 lakhs as against ^1,03,081.56 lakhs for the financial year 2023-24, showing an increase of 70%.

EBITDA for the financial year 2024-25 stood at 758,087.40 lakhs as against 734,345.36 lakhs for the financial year 2023-24, showing an increase of 69%.

Profit after tax for the financial year 2024-25 stood at 732,527.75 lakhs as against 716,165.68 lakhs for the financial year 2023-24 showing an increase of 101%.

Standalone:

Total revenue of the Company for the financial year 2024-25 stood at 71,60,748.00 lakhs as against 772,954.67 lakhs for the financial year 2023-24, showing an increase of 120%.

EBITDA for the financial year 2024-25 stood at 746,009.18 lakhs as against 725,244.28 lakhs for the financial year 2023-24, showing an increase of 82%.

Profit after tax for the financial year 2024-25 stood at 725,235.42 lakhs as against 710,371.60 lakhs for the financial year 2023-24 showing an increase of 143%.

CREDIT RATING:

The Companys commitment to financial discipline and prudence is evident from the strong credit ratings assigned by rating agencies. Detailed information on these credit ratings is provided in the Corporate Governance Report, which is included in this Annual Report.

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%), Re. 0.20 (4%) and Re. 0.20 (4%) aggregating to ^ 0.60/- (12%) per equity share having a face value of R5/- 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 17^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://www. kpiareenenerav.com/policies-disclosures.html

The company hastransferred the whole amount of Profit to retained earnings as per annexed audited Balance sheet for theyear ended March 31, 2025.

UNPAID/UNCLAIMED DIVIDENDS:

During the financial year 2024-25, the Company has transferred an amount of R 1,83,793.20/- 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://www.kpiareenenerav. com/stock-exchanae-submissions.html. No funds were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

SHARE CAPITAL:

Change in Authorised Share Capital:

During the year under review, pursuant to the shareholders approval obtained through postal ballot on June 28, 2024, the Company sub-divided 1 (One) equity share of face value RIO/- (Rupees Ten only) into 2

(Two) equity shares of face value R5/- (Rupees Five only) each. Consequently, the authorised share capital of the Company has been revised to R70,00,00,000/- (Rupees Seventy Crores), divided into 14,00,00,000 (Fourteen Crores) equity shares ofR5/- (Rupees Five only) each.

During the year under review, pursuant to the shareholders approval received by way of postal ballot on December 19, 2024, the Company has increased the authorised share capital of the Company R70,00,00,000/- (Rupees Seventy Crore) divided into 14,00,00,000 (Fourteen Crore) Equity Shares of R5/- (Rupees Five) each to R130,00,00,000/- (Rupees One Hundred Thirty Crore) divided into 26,00,00,000 (Twenty-Six Crore) Equity Shares of R5/- (Rupees Five) each, by creation of additional 12,00,00,000 (Twelve Crore) Equity Shares of R5/- (Rupees Five) each ranking pari passu with the existing Equity Shares.

Sub-division of Equity Shares:

During the year under review, in order to enhance the liquidity and affordability of the Companys equity shares, and pursuant to the approval of the Board in its meeting held on May 23, 2024, and the approval of the Members of the Company byway of postal ballot on June 28, 2024, the Company has sub-divided its equity shares from One equity share having face value of R10/- (Rupees Ten only) each, fully paid-up, into 2 (Two) equity shares having face value of R5/- (Rupees Five only) each, fully paid-up. The record date fixed for the purpose of the sub-division was July 18, 2024.

Raising funds through issuance of equity shares by way of Qualified Institutions Placement:

During the year under review, following the successful completion of its first-ever equity raise of R300 crores through a Qualified Institutions Placement (QIP) in December 2023, the Company further raised R1.000 crores thro ugh its second QIP, which was a Iso successfully completed. Pursuant to the approval of the Board in its meeting held on May 13, 2024, and the approval of the Members of the Company by way of postal ballot on June 28, 2024, the Company issued and allotted 1,06,95,187 EquitySharesoffacevalueR5/- (Rupees Fiveonly) each at a price of R935/- per equity share, including a premium of R930/- per equity share. The issue price reflected a discount of 4.91% on the floor price of R983.24/-. The allotment to Qualified Institutional Buyers was made on August 16, 2024.

Pursuant to the provisions of Regulation 32(7A) of the Listing Regulations, the Company had fully utilized the net proceeds of QIP as on March 31, 2025, in objects mentioned below:

R In Lakhs)

Sr. No. Object for which funds have been utilized	Funds Allocated	Funds Utilized
1 Prepayment or repayment, in full or part, of all or a portion of certain of the outstanding borrowings availed by our Company.	41,500	41,500
2 Funding the working capital requirements of our Company	40,500	40,500
3 General Corporate Purposes	16,300	16,300
4 Fees, Commissions and other estimated expenses	1,700	1,700
Total Cross Proceeds	100,000	100,000

Issue of Bonus equity shares:

During the year under review, in order to encourage the shareholders continued support, Pursuant to the approval of the Board in its meeting held on November 14, 2024 and the approval of the Members of the Company by way of postal ballot on December 19, 2024, the Company has allotted 6,56,30,202 equity shares having face value of ^5/- each as bonus equity share, in the ratio of One (1) equity share having face value of ^5/- each for every Two (2) existing equity share having face value of ^5/- each in its Board Meeting held on January 6, 2025.

The Authorised Share Capital of the Company as on March 31, 2025 is ^1,30,00,00,000/- (Rupees One Hundred Thirty Crore only) divided into 26,00,00,000 (Twenty-Six Crore) Equity Shares of ^5/- (Rupees five only) each.

The Paid-up Share Capital of the Company as on March 31, 2025 is ^19,68,90,605/- (Rupees Nineteen Crores Sixty-Eight lakh Ninety Thousand Six Hundred and Five only) divided into 98,44,53,025 (Ninety-Eight Crore Forty-Four lakh Fifty-Three Thousand and Twenty- Five) 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:

During the year under review, the Board of Directors of Sun Drops Energia Private Limited, a subsidiary of the Company, at its meeting held on October 11, 2024, approved the allotment of 10,66,098 equity shares of Sun Drops Energia Private Limited to Dr. Faruk G. Patel on a private placement basis. Consequent to this allotment, the shareholding of the Company in Sun Drops Energia Private Limited has been diluted, resulting in a change in the status of Sun Drops Energia Private Limited from a wholly owned subsidiary to a subsidiary of the Company. Accordingly, Sun Drops Energia Private Limited ceased to be a wholly owned subsidiary of the Company during the year under reviewand continuesto remain a subsidiary.

During the year under review, the Company along with its wholly owned subsidiary, M/s KPark Sunbeat Private Limited, acquired a stake in Miyani Power Infra LLP (LLPIN: AAI-6316) on July 25, 2024. The Company holds a 99% stake in Miyani Power Infra LLP through direct capital contribution, while the remaining 1% stake is held through its wholly owned subsidiary, M/s KPark Sunbeat Private Limited, also by way of capital contribution. As a result, Miyani Power Infra LLP became a wholly owned LLP of the Company with effect fromJuly25,2024.

With the above, the company has below mentioned subsidiaries as on March 31, 2025, except mentioned below the Company does not have any other Subsidiaries, Associates and Joint Ventures:

1. KPIG Energia Private Limited, Wholly Owned Subsidiary

2. Sun Drops Energia Private Limited, Subsidiary

3. KPark Sunbeat Private Limited, Wholly Owned Subsidiary

4. Miyani Power Infra LLP, Wholly Owned LLP

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

Based on the Financial Statement as on March 31, 2025, M/s KPIG Energia Private Limited and M/s Sun Drops Energia Private Limited, are the unlisted material subsidiaries of the Company in terms of the requirement of Regulation 24(1) of the SEBI Listing Regulations. The Company has a policy for determining ‘material subsidiaries which is uploaded on the website of the Company at https://www.kpiareenenerav.com/policies- disclosures.html.

ALTERATION IN THE CONSTITUTIONAL DOCUMENT:

The Board of Directors of the Company has, in its meeting held on September 1, 2025, approved the alteration of Main Object Clause of the Memorandum of Association of the Company to include clauses which enable the Company to explore additional opportunities in the renewable energy sector, which shall be subject to approval of the shareholders at the ensuing Annual General Meeting (“AGM”). More details of proposed changes in the Memorandum of Association of the Company are disclosed in the notice calling the 17^th AGM, which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of Directors:

As on March 31, 2025, the Companys Board had Ten members comprising of two Executive Directors, two Non-Executive and Non-Independent Directors and six Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors and other details are available in the Corporate Governance Report, which forms part of this Annual Report. The 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 11, 2025. His appointment as Director (Non-Executive Independent) was approved by the shareholders by way of Postal Ballot on June 6, 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.

Mr. Mohmed Sohil Yusufbhai Dabhoya (DIN: 07112947) was reappointed as Whole-Time Director for a term of five years commencing from September 28, 2024 to September 27, 2029, in the Annual General Meeting held on September 25, 2024.

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. Mohmed

Sohil Yusufbhai Dabhoya (DIN: 07112947) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board, on recommendation of Nomination and Remuneration Committee of the Company recommendsthe re-appointment of Mr. Mohmed Sohil Yusufbhai Dabhoya 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. Dr. Faruk G. Patel, Chairman & Managing Director

2. Mr. Mohmed Sohil Yusufbhai Dabhoya, Whole Time Director

3. Mr. Salim Suleman Yahoo, Chief Financial Officer

4. Ms. Rajvi Upadhyay, Company Secretary & Compliance Officer

COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has constituted various statutory committees of the Board as required under the Companies Act, 2013 and the SEBI Listing Regulations. As on March 31, 2025, the Board has constituted the following committees/sub - committees.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

Details of the committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

MEETINGS OF BOARD OF DIRECTORS:

The Board met 19 (nineteen)timesduringtheyear under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on March 11, 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 specif icduties& 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. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

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.

During the year, the materially significant Related Party Transactions pursuant to the provisions of SEBI Listing Regulations were duly approved by the shareholders of the Company in the 16^th Annual General Meeting held on September 25, 2024 and through Postal Ballot on December 19, 2024 (last date of e-voting).

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

disclosures.html.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Company has filed half yearly reports to the stock exchanges, 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 25, 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.

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 re-appointed 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.

As per the requirements of SEBI Listing Regulations, the material unlisted subsidiary of the Company i.e. M/s KPIG Energia Private Limited and M/s Sun Drops Energia Private Limited havealso undertaken secretarial audit for the FY25. The Secretarial Audit Report of the Company along material subsidiary company in ‘Form MR-3 for the year under review is provided as Annexure-A of this report.

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 rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered OfficeoftheCompanyduring business hourson working days of the Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

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:

Theshareholdersatthe 15^th AGM held on September 29, 2023, approved the adoption of ‘KPI Green-ESOP 2023 for granting up to 5,00,000 stock options to eligible employees of the Company and its Group Companies, excluding promoters, promoter group, Independent Directors, and those holding more than 10% equity. The Plan, administered by the Nomination and Remuneration Committee in line with the Companies Act, 2013 and the Securities and Exchange Board of India (Share Based Employee Benefitsand Sweat Equity)

Regulations, 2021 (“SEBI SBEB Regulations”), aims to retain talent, align employee interests with shareholders, and promote long-term value creation. Pursuant to the bonus issue approved on February 7, 2024, in the ratio of 1:2, the ESOP Pool was increased to 7,50,000 options.

During the year under review, the Nomination and Remuneration Committee of the Company, at its meeting held on April 2, 2024, approved the grant of 6,01,399 (Six lakh One Thousand Three Hundred Ninety-Nine) stock options to eligible employees of the Company, its Subsidiary, and Associate Companies under KPI Green - ESOP 2023. These options shall be adjusted to reflect the impact of any bonus, split, or other corporate actions, as applicable.

During the year under review, Pursuant to the approval of the Board on May 23, 2024, and Members via Postal Ballot on June 28, 2024, the Company sub-divided its equity shares from P10 to P5 each, fully paid-up, effective from the record date July 18, 2024. In view of the split, the ESOP Pool was proportionately increased to 15,00,000 (Fifteen lakh) options.

During the year under review, the shareholders of the Company, on December 19, 2024,through Postal Ballot, approved the issuance of Bon us equity shares in the ratio of 1:2 (One new equity shares for every two-equity share held in the Company) and owing to the bonus issue, the ESOP Pool was increased to 22,50,000 (Twenty Two lakh Fifty Thousand) ESOPs.

Owing to the above changes, the options granted were adjusted to 18,04,197 to reflect the impact of the stock split and bonus issue as mentioned earlier.

The details of stock options granted under the ‘KPI Green-ESOP 2023 Plan, along with the required disclosures pursuant to the SEBI SBEB Regulations, and the certificate from the Secretarial Auditor confirming compliance with Regulation 13 ofthesaid Regulations, are available on the Companys website at www.

The

certificate will also be available for electronic inspection by the members during the AGM.

The ‘KPI Green-ESOP 2023 Plan is being implemented in accordance with the provisions of the Act and the SEBI SBEB Regulations, and is a Iso available on the Companys website at https://www.kpiareenenerav.com/disclosure- under-reaulation-46-2-of-sebi-lodr-reaulations-2015. html

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://www.kpiareenenerav.com/policies-disclosures. html.

Board Diversity:

The Company recognizes and embracesthe 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:// www.kpiareenenerav.com/policies-disclosures.html.

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 implementsthis 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://www.kpiareenenerav.com/policies-disclosures. html

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. 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 has been reviewed by the company and is also available on the Companys website https://www.kpiareenenerav. com/pol icies-disclosures.html

Cyber Security:

In view of increased cyberattack scenarios, the Company has taken significant strides to bolster its cybersecurity posture. We periodically review and enhance our processes and technology controls to align with the evolving threat landscape. The Companys technology environment is equipped with security monitoring for the network, applications, and data. These measures ensure a resilient technology environment, safeguarding our digital assets and maintaining the integrity and confidentiality of our information.

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 ww.kpiareenenerav.com/

policies-disclosures.html

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 Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company disclosures, html.

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 in the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is available on the website of the Company at vw.kpiareenenerav.com/

policies-disclosures.html. 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 forthe year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT:

The Company is committed to good corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, the Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company (‘Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct is available on the website of the Company at ittps://www. kpiareenenerav.com/policies-disclosures.html.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

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: attps://www.kpiareenenerav.com/financials.html.

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 asAnnexure-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 haszero 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 hasformed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. The policy on Risk Management is also available on the website of the Company at ittps://www. kpiareenenerav.com/policies-disclosures.html.

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 thefinancial 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 bythe 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 Sweat Equity Shares to employees of the Company.

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 bythe employees in respect of shares for the subscription/ purchase of which loan was given bythe 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
	KPI Green Energy Limited
	Dr. Faruk G. Patel	Moh. Sohil Dabhoya
Place: Surat	Chairman & Managing Director	Whole Time Director
Date: September 1, 2025	DIN: 00414045	DIN: 07112947