KP Green Engineering Ltd.-இன் இயக்குநர் அறிக்கை

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

1. FINANCIAL PERFORMANCE

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

The financial highlights of the Company are as below:

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.

2. BUSINESS PERFORMANCE

Consolidated Financial Performance:

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

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

Profit after tax for the financial year 2025-26 stood at '' 13,573.75
lakhs as against '' 7,349.10 24-25

showing an increase of 84.70%.

Standalone Financial Performance:

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

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

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

Operational Highlights:

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

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

3. CREDIT RATING

The Company''s commitment to prudent financial management,
operational excellence and a strong financial profile is reflected in the
credit ratings assigned by the credit rating agency during the financial
year 2025-26.

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

The details of the rating action are as follows:

4. DIVIDEND AND RESERVES

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

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

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

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

The dividend payout is in accordance with the 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 and can be accessed at https://
kpgreenengineering.com/policies-disclosures.

The Company has transferred the whole amount of profit to Retained
Earnings account as per annexed audited financial statement for the
year ended March 31, 2026.

5. UNPAID/UNCLAIMED DIVIDENDS

During the year under review, the Company has transferred an amount
of '' 36175/- against the unpaid/unclaimed dividend to the Unpaid
Dividend Account. The Statement of unpaid/unclaimed dividends

as on March 31, 2026, is also uploaded on the Company''s website
https://kpgreenengineering.com/stock-exchange-submissions.
No funds were required to be transferred to Investor Education and
Protection Fund (IEPF) during the year under review.

6. LISTING OF EQUITY SHARES

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

7. SHARE CAPITAL

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

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

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

8. PUBLIC DEPOSITS

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

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

10. SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES

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

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

As on March 31, 2026, the Company does not have any material
subsidiary in accordance with the provisions of the SEBI Listing
Regulations. The Company has framed a policy for determining
material subsidiaries, which has been uploaded on Company''s
website at https://kpgreenengineering.com/policies-disclosures.

11. DIRECTORS AND KEY MANAGERIAL
PERSONNELBoard of Directors:

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

Appointment/Re-appointment during FY26:

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

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

Changes in Directorate:

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

Further, Mr. Amit Khandelwal (DIN: 09287996) resigned as a Non¬
Executive Director of the Company with effect from July 03, 2026. The
Board places on record its sincere appreciation for the guidance and
valuable contributions rendered by Mr. Amit Khandelwal during his

tenure as a Director. The Board is pleased that Mr. Amit Khandelwal
will continue to be associated with the group entity in another role and
looks forward to his continued guidance and support.

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

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

Declaration from Independent Directors:

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

Key Managerial Personnel:

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

1. Mr. Muinulhaque Kadva, Whole-Time Director

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

3. Mr. Pravinkumar Singh, Chief Financial Officer

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

Changes in Key Managerial Personnel:

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

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

12. MEETINGS OF BOARD OF DIRECTORS

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

The details of attendance of the Board members at the Board Meetings during FY 2025-26 and at the last Annual General Meeting held on
September 29, 2025, are as under:

13. COMMITTEES OF THE BOARD OF DIRECTORS

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

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders'' Relationship Committee

d) Corporate Social Responsibility Committee

a) Audit Committee:

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

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

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

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

b) Nomination and Remuneration Committee:

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

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

c) Stakeholders'' Relationship Committee:

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

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

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

Details of investor Complaints:

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

d) Corporate Social Responsibility Committee:

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

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

14. INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on February 26, 2026, without the
attendance of Non-Independent Directors and members of the
management. The Independent Directors reviewed the performance of
Non-Independent Directors, the Committees and the Board as a whole
along with the performance of the Chairman of the Company, taking
into account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeliness of flow of

information between the management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

15. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own
performance and that of its Committees and Individual Directors as
per the formal mechanism adopted by the Board. The performance
evaluation of all the Directors was carried out by the Nomination
and Remuneration Committee of the Company. The performance

evaluation of the Chairman, the Non-Independent Directors and the
Board as a whole was carried out by the Independent Directors of
the Company. The performance evaluation was carried out through
a structured evaluation process covering various aspects of the
Board functioning such as composition of the Board and committees,
experience and competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent
judgment, governance issues etc.

16. BOARD FAMILIARISATION AND TRAINING
PROGRAMME

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

17. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee
for its prior approval in accordance with the provisions of the SEBI
Listing Regulations. Omnibus approval is obtained from the Audit
Committee for Related Party Transactions which are repetitive in
nature, subject to the criteria approved by the Audit Committee. A
statement of all related party transactions is presented before the Audit
Committee, specifying the nature, value and terms and conditions of
the transactions for its review and noting.

All transactions with related parties entered into during the year under
review were at an 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 FY26
and hence does not form part of this report.

During the year under review, the Material Related Party Transactions,
in accordance with the provisions of the SEBI Listing Regulations, were
approved by the Members of the Company through Postal Ballot on

March 30, 2026.

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

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

18. AUDITORS & AUDITORS'' REPORT
Statutory Auditors:

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

the Company, attended the previous AGM of the Company held on
September 29, 2025. The second term of M/s. K A Sanghavi & Co.
LLP as the Statutory Auditors of the Company expires at the conclusion
of the ensuing 25^,h AGM.

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

Pursuant to the provisions of the Sections 139, 142 and other applicable
provisions, if any of the Act and Rules issued thereunder, and based
on the recommendation of the Audit Committee, the Board of Directors
at its meeting held on September 02, 2026, have approved and
recommended to the shareholders at the ensuing 25^th AGM of the
Company, the appointment of MSKC & Associates LLP, Chartered
Accountants bearing Firm Registration No.: 001595S/S000168, a
member firm of BDO international, as the Statutory Auditors of the
Company, to hold office for a term of five consecutive years from the
conclusion of the ensuing 25^th AGM till the conclusion of 30^th AGM of
the Company.

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

Secretarial Auditors:

Pursuant to section 204 of the Act, read with the rules made thereunder
and Regulation 24A of SEBI Listing Regulations, M/s. Chirag Shah
& Associates, Practicing Company Secretaries, Ahmedabad,
(Peer reviewed certificate no. 6543/2025) were appointed as a
Secretarial Auditor to undertake the Secretarial Audit of the Company
for the first term of five consecutive years from financial year 2025¬
26 to financial year 2029-30. M/s. Chirag Shah & Associates have
confirmed that they are not disqualified to continue as a Secretarial
Auditor and are eligible to hold office as Secretarial Auditors of the
Company. The Secretarial Audit Report for the year under review is
provided as Annexure-A of this report. The Secretarial Audit Report
does not contain any qualifications, reservation or adverse remarks.

Cost Auditors:

Pursuant to the provisions of Section 148(1) of the Companies Act,

2013, read with the Companies (Cost Records and Audit) Rules,

2014, the Company is required to maintain cost records as specified
by the Central Government. Accordingly, such accounts and records
are made and maintained by the Company. M/ s. V.M. Patel &
Associates, Cost Accountants (Firm Registration No. 101519), are
carrying out the cost audit of the Company for the financial year
2025-26.

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

Reporting of fraud by Auditors:

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

19. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

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

20. PARTICULARS OF EMPLOYEES AND
REMUNERATION

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

21. COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961

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

22. EMPLOYEE STOCK OPTION PLAN

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

Further, the statutory disclosures as mandated under the Act and the
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB

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

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

23. BOARD POLICIES

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

Board Diversity

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

Succession Plan

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

Policy on Directors'' Appointment and Remuneration:

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

Health, Safety & Environment Policy:

The Company has recognized health management, occupational
safety and environment protection (HSE) as one of the most important
elements in the organization''s sustainable growth and has closely
linked it to its cultural values. The Company continually strives to
create a safe working environment by being responsive, caring and
committed to the various needs governing the security and well-being
of employees. The HSE policy is also available on the Company''s
website https://kpgreenengineering.com/policies-disclosures

Code for Prevention of Insider Trading:

The Company has adopted a Code of Conduct ("Code") to
regulate, monitor and report trading in 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 or 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 websitehttps://kpgreenengineering.
com/policies-disclosures.

24. VIGIL MECHANISM/WHISTLE BLOWER
POLICY

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

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

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to conducting its business in a socially
responsible and sustainable manner. Through its Corporate Social
Responsibility ("CSR") initiatives, the Company endeavors to contribute
towards the socio-economic development of the communities in which

it operates, in accordance with the provisions of Section 135 of the
Companies Act, 2013 and the rules made thereunder.

The details of the CSR Committee are provided under the heading
"Committees of the Board of Directors” in this report. The CSR
Policy is available on the website of the Company athttps://
kpgreenengineering.com/policies-disclosures. The Annual Report on
CSR activities is annexed as Annexure-B to this report.

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

26. MANAGEMENT DISCUSSION AND ANALYSIS

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

27. CORPORATE GOVERNANCE

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

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

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

29. ANNUAL RETURN

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

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

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

31. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

As per the requirement of the provisions of the sexual harassment of
women at workplace (Prevention, Prohibition and Redressal) Act,
2013 read with rules made thereunder, the Company has laid down
a Prevention of Sexual Harassment (POSH) Policy and has constituted
Internal Complaints Committees (ICs) to consider and resolve the

complaints related to sexual harassment. The ICs include external
members with relevant experience. The Company has zero tolerance
on sexual harassment at the workplace. The ICs also work extensively
on creating awareness on relevance of sexual harassment issues. All
new employees go through a personal orientation on POSH policy
adopted by the Company.

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

(a) Complaints received during the year: Nil

(b) Complaints resolved during the year: Nil

(c) Cases pending for more than ninety days: Nil

32. RISK MANAGEMENT

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

reviewed, and appropriate mitigation measures are implemented on
an ongoing basis.

33. CYBER SECURITY

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

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

34. DIRECTORS'' RESPONSIBILITY STATEMENT

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

I. in the preparation of the Annual Financial Statements, the
applicable accounting standards have been followed and there
are no material departures;

II. they have selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year
and of the profit of the Company for that period;

III. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

IV. they have prepared the annual financial statements on a going
concern basis;

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

VI. they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.

35. SECRETARIAL STANDARDS

During the year under review, the Company has devised proper
systems and processes for complying with the requirements of
applicable provisions of Secretarial Standards issued by the Institute
of Company Secretaries of India and that such systems were adequate
and operating effectively.

36. GENERAL DISCLOSURES

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

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

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

• Significant or material orders passed by the Regulators or Courts
or Tribunals which impact the going concern status and the
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.

37. 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
KP Green Engineering Limited

Dr. Faruk G. Patel Muinulhaque Kadva

Place: Surat Chairman & Director Whole-Time Director

Date: September 02, 2026 DIN: 00414045 DIN: 07661317

The Board of Directors are pleased to present the 23^rd Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2024 (FY 2023-24).

Financial Performance:

The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Generally Accepted Accounting Principles (IGAAP) 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:

Performance Highlights:

Consolidated:

Total revenue of the Company for the financial year 2023-24 stood at ''35,197.05 lakhs as against ''11,478.50 lakhs for the financial year 2022-23, showing an increase of 207%.

EBITDA for the financial year 2023-24 stood at ''5,416.83 lakhs as against ''2,140.43 lakhs for the financial year

2022- 23, showing an increase of 155%.

Profit after tax for the financial year 2023-24 stood at ''3,539.05 lakhs as against ''1,211.66 lakhs for the financial year 2022-23 showing an increase of 192%.

Standalone:

Total revenue of the Company for the financial year

2023- 24 stood at ''35,197.05 lakhs as against ''11,478.50 lakhs for the financial year 2022-23, showing an increase of 207%.

EBITDA for the financial year 2023-24 stood at ''5,416.83 lakhs as against ''2,140.62 lakhs for the financial year 2022-23, showing an increase of 153%.

Profit after tax for the financial year 2023-24 stood at ''3,539.06 lakhs as against ''1,211.81 lakhs for the financial year 2022-23 showing an increase of 192%.

Listing of equity shares:

Equity shares of the Company were listed on the Bombay Stock Exchange (BSE Limited) on SME Platform on March 22, 2024. The trading symbol of the Company is ''KPGEL''. Listing fees and the custodian charges to depositories, for the FY 2023-24 have been paid to BSE, NSDL and CDSL respectively.

Dividend and Reserves:

During the year under review, the Board of Directors of the Company have not declared/recommended any

dividend. The Company has transferred the whole amount of profit/loss to Reserve & Surplus Account for the financial year ending on March 31, 2023.

Authorized and Paid-up Share Capital:

• Change in Authorised Share Capital:

During the year under review, pursuant to the shareholders'' approval received in the Extraordinary General Meeting dated July 12, 2023, the Company has increased the authorised share capital of the Company from ''2,50,00,000/- (Rupees Two Crores Fifty Lakhs only) divided into 25,00,000 (Twenty Five Lakhs) Equity Shares of ''10/- (Rupees Ten only) each to ''20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of ''10/- (Rupees Ten only) each by creation of additional 1,75,00,000 (One Crores Seventy Five Lakhs) Equity Shares of ''10/- (Rupees Ten only) each ranking pari passu with the existing Equity Shares.

During the year under review, pursuant to the shareholders'' approval received in the Extra-ordinary General Meeting dated August 25, 2023, the Company has increased the authorised share capital of the Company from ''20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of ''10/- (Rupees Ten only) each to ''25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of ''10/- (Rupees Ten only) each by creation of additional 50,00,000 (Fifty Lakhs) Equity Shares of ''10/- (Rupees Ten only) each ranking pari passu with the existing Equity Shares.

During the year under review, pursuant to the shareholders'' approval received in the Extra-ordinary General Meeting dated October 17, 2023, the authorised share capital of the Company was subdivided from ''25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of ''10/- (Rupees Ten only) each to ''25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore only) equity shares of ''5/- (Rupees Five only) each due to subdivision of Equity Shares of the Company.

• Issue of Bonus equity shares:

During the year under review, in order to encourage the shareholders'' continued support, the Board has allotted 1,68,00,000 equity shares having face value of ''10/- each as bonus equity shares, in the ratio of Fifteen (15) equity share having face value of ''10/- each for every One (1) existing equity share having face value of ''10/- each in the meeting of August 1, 2023. The issue of Bonus Shares has been approved by the shareholders of the Company in the Extra-ordinary General Meeting dated July 31, 2023.

• Sub-Division of Equity Shares of the Company:

During the year under review, pursuant to the shareholders'' approval granted at the Extra-Ordinary General Meeting on October 17, 2023, the Issued, Subscribed and Paid-up Share Capital of the Company was changed from ''17,92,00,000/- (Seventeen Crores

Ninety-Two Lakhs Only) divided into 1,79,20,000 (One Crore Seventy-Nine Lakhs Twenty Thousand) Equity Shares of ''10/- (Rupees Ten only) each to ''17,92,00,000/- (Seventeen Crores Ninety Two Lakhs Only) divided into 3,58,40,000 (Three Crores Fifty-Eight Lakhs Forty Thousand) Equity Shares of ''5/-(Rupees Five only) each due to sub-division of Equity Shares of the Company.

• Issuance of the equity shares by way of preferential issue on private placement basis:

During the year under review, pursuant to the shareholders'' approval granted at the Extra-Ordinary General Meeting on November 4, 2023, the company allotted 92,592 (Ninety-Two Thousand Five Hundred Ninety-Two) equity shares (Tranche 1) through a preferential issue on a private placement basis. The shares were issued at a price of ''108 (Rupees One Hundred and Eight only) each, which includes a premium of ''103 (Rupees One Hundred and Three only) per equity share with a face value of ''5/- (Rupees Five only) per equity share with a face value of ''5/-(Rupees Five only) in the Meeting of Board of Directors of the Company held on November 10, 2023.

During the year under review, pursuant to the shareholders'' approval granted at the ExtraOrdinary General Meeting on November 15, 2023, the company allotted 1,81,000 (One Lakhs Eighty One Thousand) equity shares (Tranche 2) through a preferential issue on a private placement basis. The shares were issued at a price of ''108 (Rupees One Hundred and Eight only) each, which includes a premium of ''103 (Rupees One Hundred and Three only) per equity share with a face value of ''5/- (Rupees Five only) in the Meeting of Board of Directors of the Company held on November 20, 2023.

During the year under review, pursuant to the shareholders'' approval granted at the Extra-Ordinary General Meeting on November 18, 2023, the company allotted 80,000 (Eighty Thousand) equity shares (Tranche 3) through a preferential issue on a private placement basis. The shares were issued at a price of ''108 (Rupees One Hundred and Eight only) each, which includes a premium of ''103 (Rupees One Hundred and Three only) per equity share with a face value of ''5/- (Rupees Five only) in the Meeting of Board of Directors of the Company held on November 23, 2023.

During the year under review, pursuant to the shareholders'' approval granted at the Extra-Ordinary General Meeting on November 23, 2023, the company allotted 1,07,405 (One Lakh Seven Thousand Four Hundred and Five) equity shares (Tranche 4) through a preferential issue on a private placement basis. The shares were issued at a price of ''108 (Rupees One Hundred and Eight only) each, which includes a premium of ''103 (Rupees One Hundred and Three only) per equity share with a face value of ''5/- (Rupees

Five only) in the Meeting of Board of Directors of the Company held on December 6, 2023.

During the year under review, pursuant to the shareholders'' approval granted at the Extra-Ordinary General Meeting on December 9, 2023, the company allotted 5,39,003 (Five Lakhs Thirty Nine Thousand and Three) equity shares (Tranche 5) through a preferential issue on a private placement basis. The shares were issued at a price of ''108 (Rupees One Hundred and Eight only) each, which includes a premium of ''103 (Rupees One Hundred and Three only) per equity share with a face value of ''5/- (Rupees Five only) in the Meeting of Board of Directors of the Company held on December 27, 2023.

• Public Issue - Initial Public Offer ("IPO"):

During the year under review, pursuant to the shareholders'' approval granted at the Extra-Ordinary

General Meeting on January 17, 2024, the Company successfully completed its Initial Public Offering (IPO) by issuing 1,31,60,000 (One Crore Thirty One Lakh Sixty Thousand) equity shares at a price of ''144 (Rupees One Hundred and Forty Four only) each, which includes a premium of ''139 (Rupees One Hundred and Thirty Nine only) per equity share with a face value of ''5/- (Rupees Five only) in the Meeting of Board of Directors of the Company held on March 20, 2024, by way of listing its securities on SME platform of Bombay Stock Exchange (''BSE'') on March 22, 2024. The Directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence and commitment which led to successful listing of the Company''s equity shares on the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed in the Company by the Investors, customers and business partners and the Directors thank them for their confidence in the Company.

The Authorised Share Capital of the company as on March 31, 2024 is ''25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore only) equity shares of ''5/- (Rupees Five only) each.

The paid-up Share Capital of the company as on March 31, 2024 is ''25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore only) equity shares of ''5/- (Rupees Five only) each.

Amount of Unpaid/Unclaimed dividend transfer to unpaid dividend account of the Company:

During the financial year 2023-24, the Company has not paid any dividend to their members; hence the company has not transferred any amount to unpaid/unclaimed dividend to a special account opened by the company called the Unpaid/Unclaimed Dividend Account.

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 FY24 or the previous financial years. The Company did not accept any deposit during the year under review.

Credit Rating:

During the year under review, the Company has not obtained any credit rating from any Credit Rating Agencies.

Employee Stock Option Plan:

During the year under review, the shareholders of the Company at the Extra-Ordinary General Meeting (''EGM'') held on November 18, 2023, had approved the introduction and implementation of the ''KP Green Engineering Limited -Employee Stock Option Plan 2023'' (hereinafter referred to as ''KP Green Engineering-ESOP 2023''/''the Plan'') and extension and grant of Employee Stock Option (''ESOPs'')

to such persons who are an employees of the Company or of a group company, as designated by the Company, who is exclusive working in India or outside India, including a director, whether whole time director or not, including a non-executive director who is not a promoter or member of the promoter group but excluding an independent directors and directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company and selected by the Board in its sole and absolute discretion in one or more tranches up to 10,00,000 (Ten Lakhs) (''ESOP Pool'') ESOPs. The plan seeks to drive long-term performance, retain key talent and to provide an opportunity for the employees to participate in the growth of the Company.

The Company views the plan as a long-term incentive tool that would assist in aligning employees'' interest with that of the shareholders and enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The Plan has been formulated in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SBEB Regulations''). The Nomination and Remuneration Committee (''NRC'') administers the Plan and functions as the Compensation Committee for the purposes of SBEB Regulations.

ESOPs will be granted to eligible employees as determined by the NRC. These options will vest according to the plan and can be exercised under the terms and conditions specified in the plan, in accordance with applicable laws and regulations. The statutory disclosures as mandated under the Act and SBEB Regulation and a certificate from Secretarial Auditor, confirming implementation of the Scheme in accordance with SBEB Regulations and Shareholders resolutions have been hosted on the website of the Company at www.kpgreenengineering.com and same will be available for electronic inspection by the shareholders during the AGM of the Company.

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

Material changes and commitments affecting the financial position of the Company:

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this Report.

Directors and Key Managerial Personnel:

• Board of Directors:

As on March 31, 2024, the Company''s Board had Eight members comprising of one Executive Directors, three Non-Executive Directors and Non-Independent Directors and four Independent Directors. During the year, following changes took place in the Directorships and Key Managerial Personnel:

Appointment of Directors:

Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) was appointed as Additional Director (Non-Executive Non-Independent) of the Company w.e.f. December 6, 2023. His appointment as Director (Non-Executive Non-Independent) was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.

Mr. Surinder Kumar Negi (DIN: 00533049) was appointed as Additional Director (Non-Executive Independent) of the Company w.e.f. December 6, 2023. His appointment as Director (Non-Executive Independent) was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.

Mrs. Ekta Aagam Sanghavi (DIN: 05199567) was appointed as Additional Director (Non-Executive Independent) of the Company w.e.f. December 6, 2023. Her appointment as Director (Non-Executive Independent) was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.

Mr. Muinulhaque Iqbalhusen Kadva (DIN: 07661317) was appointed as Additional Director (Executive Non-Independent) of the Company w.e.f. December 6, 2023. His appointment as Executive Director was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.

Mr. Tejpalsingh Jagatsingh Bisht (DIN: 02170301) was appointed as Additional Director (Non-Executive Independent) of the Company w.e.f. December 7, 2023. His appointment as Director (Non-Executive Independent) was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.

Mr. Hassan Faruk Patel (DIN: 09739235) was appointed as Additional Director (Executive Non-Independent) of the Company w.e.f. December 7, 2023. His appointment as Executive Director was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.

Mrs. Indu Gupta Rao (DIN: 10427689) was appointed as Additional Director (Non-Executive Independent) of the Company w.e.f. December 27, 2023. Her appointment as Director (Non-Executive Independent) was approved by the shareholders in the ExtraOrdinary General Meeting held on January 4, 2024.

Cessation:

Mrs. Rashida Gulam Patel (DIN: 01676460) ceased to be Director of the Company with effect from December 7, 2023. The Board places on record its sincere appreciation of the contribution during his tenure on the Board of the Company.

Mrs. Vahidabanu Faruk Patel (DIN: 02940059) ceased to be Director of the Company with effect from December 7, 2023. The Board places on record its sincere appreciation of the contribution during his tenure on the Board of the Company.

Mr. Muhammedibarahim Gulamabbas Mujawar (DIN: 06672189) ceased to be Director of the Company with effect from December 7, 2023. The Board places on record its sincere appreciation of the contribution during his tenure on the Board of the Company.

Change in Designation:

Designation of Dr. Faruk G. Patel (DIN: 00414045) was changed from Executive Director to Chairman & Non-Executive (Non-Independent) Director of the Company at the meeting of Board of Directors on December 7, 2023.

Designation of Mr. Hassan Faruk Patel (DIN: 09739235) was changed from Executive Director to Non-Executive (Non-Independent) Director of the Company at the meeting of Board of Directors on December 9, 2023.

Appointment of Key Managerial Personnel (KMP):

Mr. Pravinkumar Singh was appointed as Chief Finance Officer (''CFO'') of the Company w.e.f. December 6, 2023.

Mr. Saurabh Sharma was appointed as Company Secretary of the Company w.e.f. December 7, 2023. Mr. Saurabh Sharma was also designated as Company Secretary and Compliance Officer of the Company in the meeting of Board of Directors held on January 3, 2024.

Re-appointment of Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder, Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board recommends the re-appointment of Mr. Amitkumar Subhashchandra Khandelwal as

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

• 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, 2024:

1. Mr. Muinulhaque Iqbalhusen Kadva,

Whole-Time Director;

2. Mr. Pravinkumar Singh,

Chief Financial Officer;

3. Mr. Saurabh Sharma,

Company Secretary & Compliance Officer.

Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of your 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. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

Meetings of Board of Directors:

During the year under review, the Board met 29 (Twenty Nine) times i.e. on May 8, 2023, June 5, 2023, June 19, 2023, June 23, 2023, July 10, 2023, July 14, 2023, July 20, 2023, July 28, 2023, August 1, 2023, August 25, 2023, September 21, 2023, October 21, 2023, November 1, 2023, November 10,

2023, November 13, 2023, November 16, 2023, November 20, 2023, November 23, 2023, December 6, 2023, December 7, 2023, December 9, 2023, December 27, 2023, January 3, 2024, January 16, 2024, January 22, 2024, February 23,

2024, March 7, 2024, March 14, 2024 and March 20, 2024. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

Committees of the Board of Directors:

During the year under review, the Board in its meeting held on January 3, 2024, constituted various statutory committees to ensure good corporate governance practices and to handle specific activities & ensure the timely resolution of various issues. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of all Committee meetings are presented to the Board for review. As on March 31, 2024, the composition of Committees mentioned below:

a) Audit Committee:

The Board constituted the Audit Committee on January 3, 2024. Subsequently, during the financial year 2023-24, 3 (three) meetings of the Audit Committee were held on January 16, 2024, January 22, 2024, and March 20, 2024. The intervening gap between the two meetings did not exceed 120 days. The Composition of the Audit Committee and details of attendance of the members during FY 2023-24, are given below:

All members of the Audit Committee have accounting and financial management knowledge and expertise/exposure. The Company Secretary acts as the Secretary to the Committee. The minutes of each Audit Committee meeting are placed in the next meeting of the Board.

b) Nomination and Remuneration Committee:

The Board constituted the Nomination and Remuneration Committee (''NRC'') on January 3, 2024. Subsequently, during the financial year 2023-24, One meeting of the NRC was held on March 20, 2024. The Composition of the NRC and details of attendance of the members during FY 2023-24, are given below:

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

c) Stakeholders'' Relationship Committee:

The Board constituted the Stakeholders'' Relationship Committee (''SRC'') on January 3, 2024. Subsequently, during the financial year 2023-24, One meeting of the SRC was held on March 20, 2024. The Composition of the SRC and details of attendance of the members during FY 2023-24, are given below:

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

d) Corporate Social Responsibility Committee:

The Board re-constituted the Corporate Social Responsibility Committee (''CSR'') on January 3, 2024. Subsequently, during the financial year 2023-24, One meeting of the CSR was held on March 20, 2024. The Composition of the CSR and details of attendance of the members during FY 2023-24, are given below:

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

Independent Directors'' Meeting:

The Independent Directors met on March 20, 2024, 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 your Company, taking into account the views of Executive Directors and NonExecutive 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.

Subsidiaries, Joint Ventures and Associate companies:

As on March 31, 2024, the company has M/s KPZon Energia Private Limited, as Subsidiary Company, except this the Company does not have any other Subsidiaries, Associates and Joint Ventures.

The performance, financial position and the details required under section 129 of the Companies Act, 2013, for the subsidiary for the financial year ended March 31, 2024, in Form AOC-1, is attached as Annexure-C, which forms part of this report.

Auditors and Auditor''s Report:

• Statutory Auditors:

Pursuant to the provisions of Section 139 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the members has approved the appointment of M/s. K A Sanghavi & Co. LLP, Chartered Accountants, bearing Firm Registration No. 0120846W/W100289, as the Statutory Auditors of the company to hold office from the conclusion of 20^th Annual General Meeting till the conclusion of 25^th Annual General Meeting of the Company to be held in the year 2026 on such remuneration as may be determined by the Board of Directors of the Company. Pursuant to Sections 139 and 141 of the Act read with the Companies (Audit

and Auditors) Rules 2014, the auditors have furnished a certificate of their eligibility and consent as the Auditors of the Company.

• Statutory Auditors'' observations in Audit Report:

The Audit Report submitted by statutory auditors for the financial year ended March 31, 2024 does not contain any qualifications, reservations, adverse remarks or disclaimers.

• Secretarial Auditor:

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 appointed M/s. Chirag Shah & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2023-24. As per the requirements of SEBI Listing Regulations. The Secretarial Audit Report of the Company in ''Form MR-3'' for the year under review is provided as Annexure-A of this report.

• Secretarial Auditors'' observations in Secretarial Audit Report:

The Secretarial audit Report submitted for the financial year ended March 31, 2024 does not contain any qualifications, reservations, adverse remarks or disclaimers.

• Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013, read with the rules made thereunder, as amended from time to time, the Company is required to maintain the cost accounts and records of the Company, accordingly, the Board has appointed M/s. V.M. Patel & Associates, Cost Accountants to prepare and to audit the cost records of the Company for the financial year 2023-24. The remuneration payable to the Cost Auditor is subject to ratification by the shareholders at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to cost auditor for the financial year 2024-25, has been included in the Notice which forms part of this Annual report.

• Reporting of frauds by Auditor:

During the year under review, the Statutory Auditor, Secretarial Auditor and Cost Auditor of the Company has 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.

Corporate Social Responsibility (CSR):

The Company had always been following its core philosophy of serving society. As per the Criteria of Section 135 of Companies act, 2013, the board is required to constitute a CSR Committee of members, who will manage the CSR activities as specified in Schedule VII to the Companies Act, 2013 to be undertaken by the company. The Board has also

adopted the CSR Policy, which is available on the website of the Company at https://kpgreenengineering.com/policies-disclosures. The Annual Report on CSR activities is annexed as Annexure-B to this report.

The Company has spent more than 2% of the average net profits of the Company, during the three years immediately preceding financial year. The Chief Financial Officer of the Company has certified that CSR spends of your Company for FY24 have been utilized for the purpose and in the manner approved by the Board of the Company.

Management Discussion and Analysis:

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

Corporate Governance:

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

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.

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. The said policy is uploaded on the website of the Company https://kpgreenengineering.com/ policies-disclosures.

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

Annual Return:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024, prepared in accordance with

Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link: https:// kpgreenengineering.com/financials.

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 your Company, as your Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

Related Party Transactions:

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, any related party transaction exceeding ''1,000 crore or 10% of the annual consolidated turnover, as per the last audited financial statement whichever is lower, is considered as material and requires Members approval. Accordingly, the Company sought and obtained necessary Members approval for the year under review. 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 your Company''s Policy on Related Party Transactions. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY24 and hence does not form part of this report. The Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

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.

Particulars of employees and remuneration:

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

in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.

Board policies:

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

Policy on Directors'' appointment and Remuneration:

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

Health, Safety & Environment Policy:

The Company has recognized, health management, occupational safety and environment protection (HSE) as one of the most important elements in the 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://kpgreenengineering.com/policies-disclosures.

Code for Prevention of Insider Trading:

The Company has adopted a Code of Conduct ("Code”) to regulate, monitor and report trading in 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 unpublished price sensitive information which has been made available on the Company''s website https://kpgreenengineering. com/policies-disclosures.

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, your 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 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 detailed personal orientation on anti-sexual harassment policy adopted by your Company. During the year under review, the Company has not received any complaint pertaining to sexual harassment.

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.

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 accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 accounts 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 were operating effectively;

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

Secretarial Standards:

The Directors have devised proper systems and processes for complying with the requirements of applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 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.

• 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 express their gratitude to the bankers, financial institutions, government and regulatory authorities, customers, suppliers, business partners, shareholders, and all other stakeholders who have supported the Company, directly or indirectly, throughout the year.

The Directors also extend their sincere appreciation to all employees of the KP Family, at every level, for their dedicated efforts and ongoing contributions, which have been instrumental in fostering the Company''s success and growth.