Your Directors are pleased to present the 16^th Annual Report along with the Audited Financial Statements of
your Company for the financial year ended March 31, 2025 (‘FY 2024-25/FY25’).

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of your 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’).

Your Company’s financial performance (standalone and consolidated) for the year ended March 31, 2025, is
summarised below:

(A In lakhs)

1. Previous period/year figures have been re-grouped/re-classified wherever necessary.

2. There has been no change in nature of business of your Company.

Performance Highlights:

Consolidated Financial Performance:

The Total revenue from operations of your Company
for the FY 2024-25 stood at A 93,877.15 lakhs as
against A 47,294.94 lakhs for the corresponding
previous financial year, showing an increase of 98%.

During the year, your Company generated earnings
before interest, depreciation and tax (EBIDTA) of
A 19,607.86 lakhs compared to A 9,846.53 lakhs in
the previous financial year, showing an increase of
99%.

Net profit for FY 2024-25 is A 11,532.55 lakhs as
compared to A 5,832.21 lakhs in the previous financial
year, showing an increase of 98%.

The Basic Earnings per share stood at A 17.29 on face
value of A 5/- each.

Standalone Financial Performance:

The Total revenue from operations of your Company
for the FY 2024-25 stood at A 92,627.45 lakhs as
against A 46,869.40 lakhs for the corresponding
previous financial year.

During the year, your Company generated earnings
before interest, depreciation and tax (EBIDTA) of
A 19,134.22 lakhs as against A 9,744.05 lakhs for
previous financial year, showing growth of 96%.

Net profit for FY 2024-25 is A 11,207.49 lakhs as
compared to A 5,864.70 lakhs in the previous financial
year, showing an increase of 91%.

The Basic Earnings per share stood at A 16.81 on face
value of A 5/- each.

2. CREDIT RATING:

The Company remains committed to maintaining
financial discipline and prudent fiscal management.
The credit ratings assigned by accredited rating
agencies reflect the Company’s current financial
position and credit standing. Detailed information
on these credit ratings is provided in the Corporate
Governance Report, which forms part of this Annual
Report.

3. DIVIDEND AND RESERVES:

Dividend

During the year under review, the Company has paid
an interim dividend of Re. 0.10 paisa (2%), Re. 0.20
paisa (4%) and Re. 0.20 paisa (4%), aggregating to
Re. 0.50/- (10%) per equity shares having a face
value of R 5/- each fully paid-up. Further, the Board
of Directors of the Company, have recommended
payment of Re. 0.10 (Ten Paisa only) (2%) per equity

share of R 5/- (Rupees Five only) each fully paid-up as
final dividend for the financial year 2024-25. The final
dividend will be paid within the prescribed timelines,
subject to the approval of the shareholders at the
forthcoming Annual General Meeting (‘AGM’) of the
Company.

The total dividend for the financial year 2024-25,
including the proposed final dividend, amounts to
Re. 0.60/- (12%) per equity share of R 5/- each fully
paid-up and would involve a total outflow of R 400.36
lakhs translating into a dividend payout of 3.57% of
the standalone profits of the Company.

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.

Details of the dividend paid by the Company during the financial year 2024-25 are stated below:

The aforesaid dividends are being paid by the
Company from its profits for the respective financial
yea rs.

The dividend recommended is in accordance with
the Dividend Distribution Policy (‘DD Policy’) of the
Company. The DD Policy, in terms of Regulation 43A
of the SEBI Listing Regulations, is available on the
Company’s website at https://kpenergy.in/Code-and-
Policies.

Transfer to Reserves

Your Company has transferred the whole amount of
Profit to Retained Earnings account as per annexed
audited financial statement for the year ended March
31, 2025.

4. AMOUNT OF UNPAID/UNCLAIMED
DIVIDEND TRANSFER TO UNPAID DIVIDEND
ACCOUNT OF THE COMPANY:

During the financial year 2024-25, your Company has
transferred an amount of R 54,111.90/- against the
unpaid/unclaimed dividend to the Unpaid Dividend
Account. The Statements of unpaid/unclaimed
dividend are uploaded on the Company’s website
at https://kpenergy.in/S-O-U-A-U-D. The Company
has transferred an amount of R 250 (Rupees Two

Hundred and Fifty only) to the Investor Education and
Protection Fund.

5. REGISTERED OFFICE:

During the year under review, your Company has
updated its registered office address to ‘KP House’,
Near KP Circle, Opp. Ishwar Farm Junction BRTS, Canal
Road, Bhatar - 395017, Surat, Gujarat, to modify the
landmark adjacent to its existing Registered Office
Address.

6. SHARE CAPITAL:

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

The Authorised Share Capital of the Company as on
March 31, 2025, is R 35,00,00,000 (Rupees Thirty-
Five Crores only) divided into 7,00,00,000 (Seven
Crores) Equity Shares of R 5/- (Rupees Five only) each.

The Paid-up Share Capital of the Company as on
March 31, 2025, is R 33,34,50,000 (Rupees Thirty-
Three Crores Thirty-Four Lakhs Fifty Thousand only)
divided into 6,66,90,000 (Six Crores Sixty-Six Lakhs
Ninety Thousand) equity shares of R 5/- (Rupees Five
only) each.

Raising of funds by issuance of Warrants
convertible into Equity Shares on a private
placement basis

Pursuant to the shareholders’ approval received at the
Extraordinary General Meeting held on July 31, 2024,
your Company has issued 6,88,800 warrants at a price
of P 412 (Rupees Four Hundred and Twelve Only) per
warrant, each convertible into 1 (one) fully paid-up
equity share of the Company of face value of P 5/-
(Rupees Five only), to Dr. Faruk G. Patel, Promoter of
the Company by way of preferential issue on a private
placement basis for an aggregate consideration of
up to P 28,37,85,600/- (Rupees Twenty-Eight Crores
Thirty-Seven Lakhs Eighty-Five Thousand Six Hundred
Only). Your Company received minimum 25% of the
funds towards warrant subscription and the funds
received from proceeds of warrants were fully utilized
as per the objects stated in the notice calling the
Extraordinary General Meeting, dated July 4, 2024.

7. 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. Your Company did not accept
any deposit during the year under review.

8. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The provisions of Section 186 of the Act, with respect
to 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 details
of loans, guarantee and investments made during the
year under review, are given in the notes forming part
of the financial statements.

9. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

In terms of Section 134(3)(l) of the Act, 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.

10. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

As on March 31, 2025, your Company has Six (6)
subsidiary companies, One (1) associate company
and Five (5) project specific Special Purpose Vehicles
(SPVs) in form of Limited Liability Partnership as below:

• K.P Energy Mahua Windfarms Private Limited,
Subsidiary

• Wind Farm Developers Private Limited, Subsidiary

• Ungarn Renewable Energy Private Limited,
Subsidiary

• Evergreen Mahuva Windfarms Private Limited,
Subsidiary

• HGV DTL Transmission Projects Private Limited,
Wholly Owned Subsidiary

• KP Energy OMS Limited, Wholly Owned
Subsidiary

• VG DTL Transmission Project Private Limited,
Associate

• Mahua Power Infra LLP, SPV

• Manar Power Infra LLP, SPV

• Belampar Power Infra LLP, SPV

• Hajipir Renewable Energy LLP, SPV

• Vanki Renewable Energy LLP, SPV

There has been no change in the nature of the business
of the subsidiary companies, associate company and
SPVs, during the year under review.

During the year under review, the following changes
have taken place in subsidiaries, associate and project
specific SPVs:

The Board of Directors of the Company, at its
meeting held on June 6, 2024, approved the transfer
of 1,18,08,000 (One Crore Eighteen Lakh Eight
Thousand) equity shares of VG DTL Transmission
Projects Private Limited (VG DTL), representing 24%
of VG DTL’s total share capital. The said transfer was
in accordance with the terms of the Amended and
Restated Subscription and Shareholders Agreement
dated May 31, 2024. Consequent to this transfer, the
Company’s shareholding in VG DTL stands reduced
from 50% to 26%. Notwithstanding the reduction in
shareholding, VG DTL continues to be an associate
company of your Company.

Further, during the year, your Company has disinvested
its entire 99% stake held in the project-specific
Special Purpose Vehicle (SPV), Miyani Power Infra LLP.
Pursuant to this disinvestment, Miyani Power Infra
LLP has ceased to be SPV of your Company.

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

11. ALTERATION IN THE CONSTITUTIONAL
DOCUMENT

During the year under review, the shareholders of the
Company, at the 15^th Annual General Meeting held
on September 26, 2024, approved the alteration
of the Main Object Clause of the Memorandum of
Association of the Company to enable the Company
to explore opportunities in the green hydrogen sector.

Further, the shareholders of the Company approved
the following alteration in constitutional documents
on August 9, 2025, through postal ballot:

• alteration of Main Object Clause of the
Memorandum of Association of the Company
to include a clause relating to the trading of
electricity and to enable the Company to explore
additional opportunities in the renewable energy
sector.

• alteration to the Articles of Association of
the Company with respect to deletion of the
common seal clause.

12. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Board of Directors:

As of March 31, 2025, your Company’s Board had
ten members, consisting of three Executive Directors,
three Non-Executive and Non-Independent Directors
and four Independent Directors. The Board have three
Woman Directors. 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 Board
is of the opinion that the Independent Directors
of the Company possess requisite qualifications,
experience, expertise, proficiency and they hold the
highest standards of integrity. Further, during the
year under review, following changes took place in the
Directorships:

Appointment:

• Mrs. Harsha Chirag Koradia (DIN: 08007668)
was appointed as an Additional Director (Non¬
Executive Independent) with effect from June
29, 2024. Her appointment as a Non-Executive
Independent Director was subsequently
approved by the shareholders at the Extraordinary
General Meeting held on July 31, 2024.

Re-appointment of Director(s):

• In accordance with the provisions of Section 152
of the Act, read with rules made thereunder,
Mr. Bhupendra Vadilal Shah (DIN: 06359909)
is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible,
offers themselves for reappointment. The
Board, on recommendation of Nomination
and Remuneration Committee of the
Company, recommends the re-appointment
of Mr. Bhupendra Vadilal Shah as Director(s) for
your approval. Brief details as required under
Secretarial Standard-2 and Regulation 36 of SEBI
Listing Regulations, are provided in the Notice of
Annual General Meeting.

• Further, the shareholders of the Company, at the
15^th Annual General Meeting held on September
26, 2024, approved the re-appointment of
Dr. Faruk G. Patel (DIN: 00414045) as Managing
Director of the Company, for a period of further

5 years commencing from July 15, 2025, to July
14, 2030.

• As on the date of this report, the Shareholders of
the Company through postal ballot on August 9,
2025, approved the re-appointment of Mr. Affan
Faruk Patel (DIN: 08576337) as the Whole Time
Director of the Company, whose period of office
is liable to expire on September 28, 2025, for a
period of 5 (five) years w.e.f. September 29, 2025
to September 28, 2030.

Continuation of Directorship position:

• Pursuant to the Regulation 17(1A) of SEBI
Listing Regulations, the Shareholders of the
Company at the 15^th Annual General Meeting
held on September 26, 2024, approved the
continuation of directorship by Mr. Bhupendra
Vadilal Shah (DIN: 06359909) as a Non-Executive
Non-Independent Director of the Company,
notwithstanding that he will attain age of 75
(Seventy-Five) years.

• As on the date of this report, pursuant to the
Regulation 17(1A) of SEBI Listing Regulations,
the Shareholders of the Company through
postal ballot on August 9, 2025, approved the
continuation of directorship of Mr. Rajendra
Kundanlal Desai (DIN: 00198139) as a Non¬
Executive Independent Director of the Company,
notwithstanding that he will attain the age of 75
(Seventy-Five) years on March 27, 2026, up to the
expiry of his current term.

Cessation:

• Mr. Arvindkumar Tribhovandas Patadia (DIN:
09267710) resigned from the position of Non¬
Executive Independent Director of the Company,
with effect from 5:38 P.M. on April 2, 2024.

• As on the date of this report, Mrs. Harsha Chirag
Koradia (DIN: 08007668) has resigned from the
position of Non-Executive Independent Director
of the Company, with effect from July 1, 2025.

The Board places on record its sincere
appreciation for the valuable contributions
made during his tenure on the Board of the
Company.

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, Managing Director

2. Mr. Affan Faruk Patel, Whole Time Director

3. Mr. Amit Subhashchandra Khandelwal, Whole
Time Director

4. Mrs. Shabana Virender Bajari, Chief Financial
Officer

5. Mr. Karmit Haribhadrabhai Sheth, Company
Secretary & Compliance Officer

13. COMMITTEES OF THE BOARD:

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

For details like composition, number of meetings held,
attendance of shareholders, etc. of such Committees,
please refer to the Corporate Governance Report
which forms a part of this Annual Report.

14. MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met eight (10) 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.

15. INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on March 7, 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 Chairperson of your 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.

16. 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
Chairperson, the Non-Independent Directors and the
Board as a whole was carried out by the Independent
Directors. 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,
independence and integrity, effectiveness and
participation, performance of specific duties &
obligations, contribution at the meetings and
otherwise, risk management oversight, governance
issues etc.

17. 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 to keep abreast
of key changes and their impact on the Company.
Additionally, the Directors participate in various
programmes where these topics are presented to
them. The details of such programmes are provided in
the Corporate Governance Report, which forms part
of this Annual Report.

18. DECLARATION BY AN INDEPENDENT
DIRECTOR:

Your 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.

19. POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION:

Pursuant to Section 178(3) of the Act, the Company
has framed a policy on Nomination and Remuneration
Policy of Directors, Key Managerial Personnel and
Other Employees (‘Nomination, Remuneration and
Evaluation Policy’) which is available on the website
of your Company at https://kpenergy.in/Code-and-
Policies.

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://kpenergy.in/Code-and-
Policies.

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.

20. AUDITORS AND AUDITOR'S REPORT:
Statutory Auditors & Auditor's Report:

Pursuant to the provisions of Section 139 of the Act
read with rules made thereunder, as amended from
time to time, M/s. MAAK and Associates, Chartered
Accountants (Firm Registration No 135024W), was
appointed as Statutory Auditors of the Company to
hold office till the conclusion of the Annual General
Meeting (AGM) of the Company to be held in the
calendar year 2026. In accordance with the provisions
of the Act, the appointment of Statutory Auditor is not
required to be ratified at every AGM. The Statutory
Auditor has confirmed that they are not disqualified
to act as Statutory Auditor and are eligible to hold
office as Statutory Auditor of your Company.

Representatives of M/s. MAAK and Associates,
Statutory auditors of your Company attended the
previous AGM of your Company.

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

Secretarial Auditor & Auditor's Report:

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
Secretary, to undertake the Secretarial Audit of the
Company for FY25. The Secretarial Audit Report for
the year under review is provided as Annexure - I of
this report. The Secretarial Audit Report for FY25 is
unqualified and does not contain any observation.

Further, pursuant to the amended Regulation 24A
of SEBI Listing Regulations, the Board of Directors
has recommended 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 Secretarial
Auditors and are eligible to hold office as Secretarial
Auditors of your Company.

Cost Auditor & Auditor's Report:

Pursuant to the provisions of Section 148(1) of the Act,
read with the Rules made thereunder, the Company
is required to maintain cost records as specified by
the Central Government. Accordingly, such accounts
and records are duly made and maintained by the
Company. Further, M/s. Nanty Shah & Associates,
Cost Accountants (Firm Registration No. 101268),
the Cost Auditor of the Company, is in the process of
conducting the cost audit for FY 2024-25. The Cost
Audit Report for the financial year 2024-25 will be
submitted to the Central Government within the
prescribed timelines.

The Board of Directors of the Company, on the
recommendation made by the Audit Committee,
re-appointed M/s. Nanty Shah & Associates, as the

Cost Auditor of the Company to conduct the audit of
cost records made and maintained by the Company
of applicable products for the financial year 2025-26.
M/s. Nanty Shah & Associates, being eligible, have
consented to act as the Cost Auditors of the Company
for the financial year 2025-26 and have confirmed
that they are not disqualified to be appointed as such.

The remuneration payable to the Cost Auditor shall
be subject to ratification by the shareholders at
the ensuing Annual General Meeting. Accordingly,
the necessary Resolution for ratification of the
remuneration payable to cost auditor for the financial
year 2025-26, has been included in the Notice
forming the part of this Annual report.

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 or the Board under Section 143 (12) of
the Act.

21. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY:

The Company has established adequate, robust, and
effective internal control systems, incorporating best
practices commensurate with its size and scale of
operations. These systems ensure that all assets are
safeguarded and protected, and that transactions are
authorised, recorded, and reported accurately.

The internal audit function covers a wide range of
operational areas and ensures compliance with
defined standards concerning the availability and
adequacy of policies and procedures. During the year,
no reportable material weaknesses in the design or
operation of these controls were observed.

22. 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 to the
median of employees’ remuneration is provided in
Annexure - V of this report. The statement containing
particulars of employees, as required under Section
197 of the Act, read with the rules made thereunder,
as amended from time to time, are not applicable
to the Company as none of the employees has
received remuneration above the limits specified in
the rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014
during the financial year 2024-25.

23. 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.

24. EMPLOYEE STOCK OPTION PLAN:

During the year ended March 31, 2024, the Company
implemented KP Energy Limited - Employee Stock
Option Plan 2023' ( ‘KP Energy-ESOP 2023'/‘the Plan').
The plan was approved by the shareholders in the 14^th
Annual General Meeting held on September 29, 2023.
KP Energy-ESOP 2023 enables grant of stock options
to the eligible employees of the Company and of
Group Companies including subsidiary company(ies)
and/or associate company(ies) of the Company not
exceeding 5,00,000 Shares.

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 considers 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 (‘SEBI SBEB Regulations'). The Nomination and
Remuneration Committee (‘NRC') administers the
Plan and functions as the Compensation Committee
for the purposes of SEBI SBEB Regulations.

The Shareholders of the Company, on February 2,
2024, through Postal Ballot, approved the issuance
of Bonus equity shares in the ratio of 2:1 (Two new
equity shares for every one equity share held in the
Company) and owing to the bonus issue, the ESOP
Pool was increased to 15,00,000 (Fifteen Lakh) ESOPs.

Further, during the period under review, the NRC
(Compensation Committee) of Board of Directors of
the Company, at its meeting held on April 2, 2024,
has approved the grant of 8,69,382 (Eight Lakh Sixty-
Nine Thousand Three Hundred Eighty-Two) Stock
Options to the eligible employees of the Company,
its Subsidiary and Associate Companies as per KP
Energy - ESOP 2023. The stock options granted are
subject to a minimum vesting period of one (1) year
and shall be vested as below:

The options are granted at Y 33/- (Rupees Thirty-
Three) per stock option as approved by NRC.

The details of stock options granted under the KP
Energy-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 SBEB
Regulations, are available on the Company's website
at https://kpenergv.in/Emplovee-Stock-Qption-Plan-
Disclosure. The certificate will also be available for
electronic inspection by the members during the
Annual General Meeting.

The KP Energy-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://kpenergy.in/kpedata/
assets/uploads/KP%20Energy ESOP%202023.pdf.

During the year under review, no equity shares were
allotted pursuant to the exercise of stock options under
the KP Energy-ESOP 2023, as the vesting period for
the granted options had not yet been completed.

25. 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 your
Company at https://kpenergy.in/Code-and-Policies.

26. 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. Your 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 at
https://kpenergy.in/Code-and-Policies.

27. 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 enabled with
security monitoring at various layers starting from
end user machines to network, application and the
data. These measures ensure a resilient technology

environment, safeguarding our digital assets and
maintaining the integrity and confidentiality of our
information. The Policy on Cyber Security and Data
Privacy is available on the Company’s website at
https://kpenergy.in/Code-and-Policies.

During the year under review, your Company did not
face any incidents or breaches or loss due to data
breach in Cyber Security.

28. CODE FOR PREVENTION OF INSIDER
TRADING:

Your 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 at
https://kpenergy.in/Code-and-Policies.

29. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

Your 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
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 at https://kpenergy.in/Code-and-Policies.

During the year under review, no complaint was
reported under the whistle blower policy.

30. CORPORATE SOCIAL RESPONSIBILITY
(CSR):

The brief 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 your Company at https://kpenergv.
in/Code-and-Policies. The Report on CSR activities is
annexed as Annexure - II to this report.

Further, the Chief Financial Officer of your Company
has certified that CSR spends of your Company for the
FY 2024-25 have been utilized for the purpose and in
the manner approved by the Board of Directors of the
Company.

31. 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.

32. CORPORATE GOVERNANCE:

The Company is committed to maintain high
standards of 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,
your Company has formulated and implemented a
Code of Conduct for Board of Directors 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
your Company at https://kpenergy.in/C-O-C.

33. 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 your Company
from an environment, social and governance (ESG)
perspective, forms part of this Annual Report.

34. 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 at https://
kpenergy.in/Annual-Return.

35. 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 on quarterly basis, in compliance
with 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, your Company has not entered
into any contracts, arrangements or transactions
that fall under the scope of Section 188 (1) of the
Act. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of

the Act in Form AOC-2 is not applicable 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 15^th Annual
General Meeting held on September 26, 2024.

Your Company did not enter into any related party
transactions during the year under review, which could
be prejudicial to the interest of minority shareholders.
The Policy on Related Party Transactions is available
on your Company’s website at https://kpenergy.in/
Code-and-Policies.

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

36. 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 - IV of this
Report.

37. 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 ICs includes external
member(s) 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, the Company has not received
any complaint pertaining to sexual harassment. 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

38. 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://kpenergv.in/
Code-and-Policies.

39. DIRECTORS' RESPONSIBILITY STATEMENT:

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

a. in the preparation of the Annual Financial
Statements, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

b. 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 your Company at the end of the
financial year and of the profit of your Company
for that period;

c. proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of your Company and
for preventing and detecting fraud and other
irregularities;

d. the annual financial statement have been
prepared on a going concern basis;

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

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

40. SECRETARIAL STANDARDS:

During the year under review, your Company has
complied with all the applicable provisions of
Secretarial Standard-1 and Secretarial Standard-2
issued by the Institute of Company Secretaries of
India.

41. GENERAL DISCLOSURES:

Your 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:

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

2. Issue of Sweat Equity Shares to employees of the
Company.

3. 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.

4. Application made or any proceeding pending
under the Insolvency and Bankruptcy Code,
2016.

5. One-time settlement of loan obtained from the
Banks or Financial Institutions.

6. Revision of financial statements and Directors’
Report of your Company.

7. 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.

8. Neither the Managing Director nor the Whole¬
time Directors of the Company, receives any
commission from any of its subsidiaries.

42. ACKNOWLEDGEMENT:

Your 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. Their encouragement has been
a key pillar in the Company’s continued progress.

Your Directors also extend their sincere appreciation
to all employees 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
K.P. Energy Limited

Dr. Faruk G. Patel Affan Faruk Patel

Place: Surat Managing Director Whole Time Director

Date: August 30, 2025 DIN: 00414045 DIN: 08576337