Sri KPR Industries Ltd Directors Report

BUSINESS OPERATIONS AND STATE OF COMPANY AFFAIRS:

Standalone:

During the year under review, the total revenue has decreased from INR 4.27 Cr. to INR 2.79 Cr. The reduction in revenue is mainly attributed to collapse of Madhya Pradesh 2MW Wind Turbine. Accordingly, the PAT for the year has decreased from INR 1.45 Cr. to INR 0.54 Cr. The earning per share for the year is INR 0.21/- as against INR 0.72/- for the previous year.

Consolidated:

Under the consolidated balance sheet during the year, the total revenue has decreased from INR 16.37 Cr. to INR 15.66 Cr. However, the PAT has increased from INR 4.61 Cr. to INR 6.51 Cr. due to increase in profits of its subsidiary Sri KPR Infra & Projects Ltd & Step-Down Subsidiary, Sri Pavan Energy Pvt. Ltd. The earning per share is INR 3.17/- as against INR 2.29/- of the previous year.

I) Status of Collapsed 2MWGamesa make M.P. Wind Mill:

The respected shareholders are aware that the claim of compensation is pending before the Honble Arbitral Tribunal. Meanwhile during the month of June2026. M/s. Siemens Gamesa Renewable Power Pvt. Ltd came forward for settling the dispute through discussions/negotiations, which are now under progress. The outcome of discussions/negotiations shall be informed to the shareholders through BSE once the discussions/negotiations are concluded.

OPPORTUNITIES (REAL ESTATE BUSINESS):

All the required approvals were received from shareholder vide postal ballot dated.30.6.2022, and the required resolution was approved in the 37^th Annual general Meeting held on 30.9.2025, for developing the factory land in to open plot layout/villa project, but the same could not be grounded because of slump in the real estate market. The project will be taken up at an appropriate time once the real estate market is revived.

DIVIDEND

The Board of Directors recommend a dividend of Rupee one per share considering the liquidity position and the increase of profit in consolidated balance sheet.

RESERVES

The board has not transferred any amount to Reserves for the year 2025-26.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes and commitments affecting financial position of the Company between March 31, 2026 and the date of this report.

DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of the Board is in Compliance with the provisions of Section 149 of the Companies Act, 2013, and the Listing Regulations., there were changes in the directors of the Company during the financial year,as under:

Appointment of Mr. Amarnath Narsing Rao Basha (DIN: 11257312) as an Independent Director (Non-Executive) of the Company with effect from September 02, 2025, not liable to retire by rotation, for a term of 5 (five) consecutive years commencing from September 02, 2025 to September 01, 2030 (both days inclusive). Appoinment of Mrs. Sunitha Gaddam (DIN: 02545159) as a Director (Non-Executive and Non-Independent) of theCompany with effect from September 02, 2025, liable to retire by rotation. Re-appointment of Ms. Indani Venkata Lakshmi (DIN: 06964136) as an Independent Director( Non-Executive) on the Board of the Company, to hold office for a second term of five consecutive years commencing from 14^th December, 2025 to 13^th December, 2030 (both days inclusive) and she is not liable to retire by rotation. Cessation of Mr. Jagadeeshwar Reddy Prodduturi (DIN: 02582809) as an Independent Director of the Company upon completion of his second and final term as an Independent Director on November 13, 2025.

However, after the financial year following changes took place in the office of directors and key managerial personnel of the Company:

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 31, 2026 a) Appointed Mr. Sudhakar Chittepu(DIN: 11899304) as an Additional Director under the Category of Independent Director of the Company for a period of 5 years subject to the approval of members at this 38^th Annual General Meeting of the Company. b) Re - appointed Mr. Kishan Reddy Nalla (DIN - 00038966) as Managing Director of the company, with effect from November 14, 2026 for a period of 5 years, subject to the approval of members at this 38^th Annual General Meeting of the Company. c) Approved the continuation of Mr. Bhoopal Reddy Aleti (DIN: 00043263) as whole-time director of the company after attaining the age of 70 years for the remaining period of his existing term of office up to 30^th September 2028, subject to the approval of members.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Srinath Reddy Nalla and Mr. Bhoopal Reddy Aleti retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the Directors 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 as at March 31, 2026 and of the profit of the Company for that period;

iii. the Directors 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. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyas required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of indpendence prescribed under Section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 6 (Six)times during the year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of the report.

COMMITTEES OF THE BOARD

Currently the Board has 3 committees: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholder Relationship Committee.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report. Further during the year, all the recommendations made by Audit committee were accepted by the Board.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

During the year, the Board of Directors (the Board) reviewed the affairs of its Wholly Owned Subsidiary i.e. Sri KPR Infra & Projects Limited. In accordance with Section 129(3) of the Companies Act, 2013 consolidated financial statements of the Companyforms part of the Report. A statement containing the salient features of the financial statements of the Subsidiary Company in the prescribed Form AOC-1 is appended as "Annexure I" to the Boards report.

In accordance with Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of M/s. Sri KPR Infra & Projects Limited, Wholly owned subsidiary is available for inspection during business hours at our registered office on all working days till the date of Annual General Meeting of the Company.

Further the Company is having a step down subsidiary namely Sri Pavan Energy Private Limited.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year your Company has not entered into any fresh contracts/ arrangements falling under the provisions of Section 188 of the Companies Act, 2013.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and is enclosed as "Annexure II".

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board of your Company has laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis report, which forms part of this report.

PARTICULARS OF EMPLOYEES

Having regard to the provisions of Section 136(1), statement of top ten employees in terms of remuneration drawn and particulars of employees (under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III which forms part of the Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration and other matters provided under Section 178(3) of the Companies Act, 2013 has been disclosed under Corporate Governance Report, which forms part of this report.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business carried out by the Company.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014 read with Companies Amendment Act, 2020, an annual return in MGT-7 as on March 31, 2026 is placed in the website of the Company i.at www.kprindustries.in/investorrelations.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, its committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.The performance of the board and committees constituted was evaluated after seeking inputs from all the Directors such as effectiveness of board processes, information and functioning, etc.

The Board and the Nomination & Remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

AUDITORS

STATUTORY AUDITORS

As per the provisions of the Act, M/s. A. M. Reddy & D. R. Reddy, Chartered Accountants have been appointed as Statutory Auditors for a period of 5 (Five) years in the Annual General Meeting held on September 29, 2022.

COST AUDIT

During the year under review, provisions of Section 148 of the Act, read with Companies (Audit &Auditors) Rules, 2014 and other applicable provisions, if any, relating to the Cost Audit is not applicable to the Company

SECRETARIAL AUDIT

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR), the members at 37^th Annual General Meeting held on 30^th September, 2026 have approved the appointment of RHR & Associates, Peer Reviewed Firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a term of 5 consecutive years with effect from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31^stMarch, 2026is given in Annexure IV attached hereto and forms part of this Report. The Secretarial Audit Report contains the following observations:

Reply to the observations of Secretarial Auditor.

The Secretarial Audit Report of Unlisted Subsidiary, Sri KPR Infra & Projects Limited issued by M/s. RHR & Associates, Practicing Company Secretaries is forming part of the Report on Corporate Governance annexed herewith marked as "Annexure IV" to this Report.

QUALIFICATIONS IN AUDIT REPORT

There are no adverse remarks or any disclaimer remark against the Company by the statutory auditor in their report.

FRAUDS REPORTED BY AUDITORS

During the year, there were no frauds reported by the Auditors falling under Section 143 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

Risk Management framework of your Company which ensures regular review by management to proactively identify the emerging risks, to do risk evaluation and risk prioritization along with development of risk mitigation plans and action taken. The various risks, including the risks associated with the economy, regulation, competition, foreign exchange, interest rate etc., are documented, monitored and managed efficiently.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been hosted on the website of the Company at www.kprindustries.in.

CORPORATE SOCIAL RESPONSIBILTY

The Company is not covered under the criteria mentioned in the provisions of Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

CORPORATE GOVERNANCE

In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance certificate issued by Statutory Auditors of the Company is attached and forms integral part of this Annual Report.

MANAGEMENTS DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under LODR Regulations, is disclosed separately in the current Report.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

Your Company is committed in creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013, your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

COMPLIANCE BY LARGE CORPORATES

Your Company did not fall under the category of Large Corporates as defined under SEBI vide its circular SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018 as such no disclosure is required in this regard.

CEO AND CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II of the SEBI Listing Regulations, the CEO and CFO certificate was placed before the Board of Directors of the Company at its meeting held on May 15, 2026 and is attached with the annual report as Annexure-V.

OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your Company additionally discloses that during the financial year under review:

The Company has not issued any shares with differential voting rights: The Company has not issued any sweat equity shares;

The Company has not raised any funds through preferential allotment or qualified institutional placement as per Regulation 32(7A) of SEBI Listing Regulations; No application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year along with their status as at the end of the financial year is not applicable. Further, there are no instances of one-time settlement with any Bank or Financial Institutions

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961.

Your Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India (ICSI) has issued the Secretarial Standards. Your Company complies with Secretarial Standards and guidelines issued by the ICSI to the extent applicable to the Company.

ACKNOWLEDGEMENTS

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.