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:

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 71,75,515.76 lakhs as against
71,03,081.56 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 Company’s 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 ^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 17^th Annual General
Meeting of the Company. The dividend payout is in
accordance with the Company’s Dividend Distribution
Policy. The Dividend Distribution Policy, in terms of
Regulation 43A of the SEBI Listing Regulations is
available on the Company’s website at https://www.
kpigreenenergy.com/policies-disclosures.html

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 A 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 Company's website https://www.kpigreenenergy.
com/stock-exchange-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 ^10/- (Rupees Ten only) into 2

(Two) equity shares of face value ^5/- (Rupees Five only)
each. Consequently, the authorised share capital of the
Company has been revised to ^70,00,00,000/- (Rupees
Seventy Crores), divided into 14,00,00,000 (Fourteen
Crores) equity shares of ^5/- (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
^70,00,00,000/- (Rupees Seventy Crore) divided
into 14,00,00,000 (Fourteen Crore) Equity Shares of
^5/- (Rupees Five) each to ^130,00,00,000/- (Rupees
One Hundred Thirty Crore) divided into 26,00,00,000
(Twenty-Six Crore) Equity Shares of ^5/- (Rupees Five)
each, by creation of additional 12,00,00,000 (Twelve
Crore) Equity Shares of ^5/- (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 Company’s 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 by way of postal ballot on
June 28, 2024, the Company has sub-divided its equity
shares from One equity share having face value of ^10/-
(Rupees Ten only) each, fully paid-up, into 2 (Two) equity
shares having face value of ^5/- (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 A300 crores
through a Qualified Institutions Placement (QIP) in
December 2023, the Company further raised A1,000
crores through its second QIP, which was also 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
Equity Shares of face value A5/- (Rupees Five only) each at
a price of A935/- per equity share, including a premium
of A930/- per equity share. The issue price reflected a
discount of 4.91% on the floor price of A983.24/-. 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:

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 review and continues to
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 from July 25, 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.kpigreenenergy.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 Company’s 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,
recommends the 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) times during the year 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 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. 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 arm’s 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 Company’s 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 Company’s website and can be assessed using
the link: https://www.kpigreenenergy.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 have also 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
Office of the Company during business hours on 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:

The shareholders at the 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 Benefits and 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 R10 to R5 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 Bonus 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 of the said Regulations,
are available on the Company's website at www.
kpigreenenergy.com/Investor-Information.html. 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 also available on the Company's
website at https://www.kpigreenenergv.com/disclosure-
under-regulation-46-2-of-sebi-lodr-regulations-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.kpigreenenergy.com/policies-disclosures.
html.

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://
www.kpigreenenergy.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 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://www.kpigreenenergy.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
organization's 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 Company's website https://www.kpigreenenergy.
com/policies-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 Company's 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 Company's
shares by Company's 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 Company’s shares
and sharing Unpublished Price Sensitive Information
(“UPSI”). The Code covers Company’s 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
Company’s website https://www.kpigreenenergy.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 https://www.kpigreenenergy.com/policies-
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 https://www.kpigreenenergy.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 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 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 https://www.
kpigreenenergv.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: https://www.kpigreenenergy.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 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 has formed 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 https://www.
kpigreenenergy.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 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 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 Company’s 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 Company’s 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
Company’s 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 Company’s 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