The Directors are pleased to present this Nineteenth Annual Report and the Audited Statement
of Accounts for the year ended March 31, 2026.

1. FINANCIAL RESULTS

In accordance with Section 136 of the Companies Act, 2013 read with Rule 10 of The
Companies (Accounts) Rules, 2014, a company may forward statement of accounts
containing the salient features in the prescribed form and simultaneously ensure that copies
of the financial statements along with Auditors Report, Directors Report and other
documents that is required to be attached of annexed with the financial statements are
made available for inspection at the registered office of the company, during working hours
for a minimum period of 21 days prior to the meeting of the shareholders. Accordingly
Accounts complete set of financial statements has been made available on the website of the
company www.karmaenergy.com.

2. DIVIDEND AND RESERVES

Your Directors have not recommended dividend (previous year Rs. NIL per share) for
financial year 2025-26 on account of the need to conserve the resources as the payments
from the utilities though witnessed steady release during FY 2025-26 from past experience
many a times turn to be erratic in all the states where the company is selling power to state
utilities and regulatory changes are adversely affecting the revenues.

No amounts have been transferred to Reserves during the year.

3. SHARE CAPITAL

The Paid- Up Equity Capital of the Company as on 31.03.2026 is Rs.11,56,99,180/-. The
company has not issued any new equity shares during the year.

4. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits within the meaning of Section 73 of the
Companies Act, 2013.

5. PERFORMANCE

During the year the Total Income of the Company was Rs. 1305.36 Lakh as compared to Rs.
1144.04 Lakh in the previous year. The turnover was marginally higher at Rs.9.76 Cr in
2025-26 as against Rs.8.70 Cr in FY 2024-25 contributed by about 14.59% higher generation
in FY 2025-26 as compared to the previous FY. This is despite a wind turbine in the best
performing site at Aranmanaikadu, Theni became operations in post high wind
season after the fire mishap in January, 2024.

However Other Income mainly comprising of Interest income on ICDs and importantly
settlement of an Insurance Claim of Wind turbine in Theni at Rs.145.62 Lakh, in aggregate
resulted in Other Income recording an amount of Rs.329.53 Lakh in FY 2025-26 as against
an aggregate of Rs.273.77 Lakh on various counts in FY 2024-25. Also Interest on non¬
payment of D S Metals dues of 2013 from TANGEDCO fetched was Rs.81.43 lakh reflected in
Accounts as Exceptional Items.

The improved realization of generation dues has continued for the Company to be debt free.
There has been no change in the business of the company during the year as compared to
the previous year

6. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

Your company has no subsidiaries / Associates / Joint ventures.

7. DIRECTORS AND KEY MANAGEMENT PERSONNEL

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association
of the Company the Director Shri. Neelkamal V. Siraj retires by rotation and, being eligible
has offered himself for re-appointment.

The current tenure of Mr. Chetan D. Mehra as the Managing Director of the Company is
expiring on November 30, 2026. The Board of Directors, at its meeting held on 28^th May,
2026, upon the recommendation of the Nomination and Remuneration Committee, approved
the re-appointment of Mr. Chetan D. Mehra as the Managing Director for a further period of
three (3) years with effect from December 01, 2026, to November 30, 2029, subject to the
approval of the shareholders at the ensuing Annual General Meeting ("AGM").

Further, keeping in view his valuable contribution, expanded role, and the growth of the
Company, the Board of Directors at the same meeting, based on the recommendation of the
Nomination and Remuneration Committee, also approved a revision in the remuneration

package of Mr. Chetan D. Mehra with effect from August 01, 2026, for the remainder of his
current term as well as for his proposed subsequent tenure, subject to the approval of the
members at the ensuing AGM.

Appropriate resolutions seeking your approval for the variation in the terms of remuneration
and his subsequent re-appointment as Managing Director, along with the necessary
disclosures and explanatory statement, form part of the Notice convening the ensuing AGM.
The Board recommends the same for your approval.

The Company had pursuant to Section 149(10) read with Section 152 of the Companies Act,
2013 has two independent directors viz. Shri B S Shetty and Smt. Smita V Davda who were /
are appointed for a term of five consecutive years at the relevant Annual General Meetings.

The Board of Directors had four board meetings during financial year 2025-26.

Mr. T V Subramanian is the Chief Financial Officer and Company Secretary appointed by the
Board of Directors.

8. COMMITTEES

The Audit Committee members are -

Mr. Balady Shekar Shetty - Independent Director - Chairman
Mr. Neelkamal V. Siraj - Non-Independent Director - Member
Smt. Smita V Davda - Independent Director - Member

The Nomination and Remuneration Committee members are:

Mr. Balady Shekar Shetty - Independent Director - Chairman
Mr. D G Siraj- Non Independent Director - Member

Smt. Smita V Davda- Independent Director - Member

The Stakeholders Relationship Committee members are -

Mr. D G Siraj- Non Independent Director - Chairman

Smt. Smita V Davda- Independent Director - Member

Mr. Chetan D Mehra- Non Independent Director - Member

The Corporate Social Responsibility Committee members are -

Mr. B S Shetty - Independent Director - Chairman

Mr. D. G Siraj - Non-Independent Director - Member

Mr. Chetan D Mehra- Non Independent Director - Member

8a. The Board of Directors had accepted all the recommendations of the Audit Committee during
the Financial Year.

9. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS
BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

In accordance with the provisions of the Act and the Listing Regulations, the Company has
conducted the Annual Performance Evaluation process, evaluating the performance of the
Board, the Committees of Board and the individual directors including Chairman. The Board
of Directors has evaluated the performance of Independent Directors during the year 2024¬
25 and expressed their satisfaction with the evaluation process. Independent Directors, in
their separate meeting reviewed the performance of the Non-Independent Directors and the
Board as a whole and also reviewed the performance of the Chairman after taking into
account the views of all the Directors. The outcome of this performance evaluation was
placed before the meetings of the Nomination and Remuneration Committee and
Independent Directors for the consideration of the members. The committee expressed
overall satisfaction on the performance of the Independent Directors, Non-Independent
Directors, Chairman and the Board as a whole.

10. FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS

The company as required under Schedule IV of the Companies Act, 2013 and Listing
Regulations has made arrangement to facilitate the independent directors to familiarize with
the operations of the company, their roles, rights, responsibilities as Directors of the
company considering the nature of the industry in which the company operates, business
model of the company, etc. The above aspect can be accessed by web link

http://www.karmaenergy.co/fid.html The Company during Board Meetings itself updates all
the Directors including Independent Directors on every aspect of the operations of the
Company apart from familiarization sessions even though there has been no new business
commenced or products introduced in FY 2025-26.

11. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT, 2013

An extract of Annual Return pursuant to section 92(3) of the Companies Act, 2013 have
been uploaded on the website of the Company and can be accessed by web link
http://www.karmaenergy.co/ar.html

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;

ii) that the Directors had 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 loss of the Company for that period ;

iii) that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company for preventing and detecting fraud and other
irregularities; and

iv) that the Directors had prepared the annual accounts on a going concern basis.

v) that the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively;

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

13. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SECTION 149(7) OF THE COMPANIES ACT, 2013

The Board confirms the receipt of statement of declaration from independent directors
u/s.149(7) of the Companies Act, 2013 on the matters of criteria of independent Director
u/s. 149(6) of the Act. Further Independent Directors have complied with code for
independent Directors prescribed in Schedule IV to the Act.

14. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL
AND OTHER EMPLOYEES

The company has constituted a Nomination and Remuneration Committee with the
responsibilities of formulating the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the Board a policy relating to the
remuneration for the directors, Key Managerial Personnel and other employees ; Formulating
criteria for evaluation of independent directors and the Board ; Devising policy on Board
diversity ; Identifying persons who are qualified to become directors and who may be
appointed in senior management in accordance with the criteria laid down and recommend
to the Board their appointment and removal. The Company amends it policies based on
developments in the regulatory forum and also to strengthen its corporate governance
compliances.

Appointment and Remuneration to Managing Director is subject to approval by members in
General Meeting and shall be in accordance with Schedule V of Companies Act, 2013 and
ceiling as per Section 197 of the Act. Appointment of Independent Directors to satisfy
conditions u/s.149 (6) of the Companies Act, 2013.

The Independent Directors shall be governed by Code of Conduct detailed in Schedule IV of
the Companies Act, 2013.

The personnel selected as Board Member or Key Management Personnel or other senior
personnel of the company is based on their requisite qualifications, skills, experience and
knowledge in the relevant fields.

Remuneration policy of the Company includes fixation of remuneration and annual
increments based on performance, knowledge, position, target achievement, company's
business plans, market environment and the remuneration is segregated into monthly fixed
payments, annual payments, contribution to social and retirement benefits, reimbursement
of expenses incurred for discharge of official duties, annual bonus, welfare schemes like
insurance on health for self and family, accident benefits, tying up with agencies for
managing retirement benefits like gratuity, pension schemes, etc.

The remuneration policy as above is also available in the website of the company -
http://www.karmaenergy.co/nnrp.html

15. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER
SECTION 197 OF THE COMPANIES ACT, 2013 AND THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the employees drawing remuneration
in excess of the limits, top 10 employees in terms of remuneration drawn and other
Disclosures pertaining to remuneration are set out in the said rules are provided in the
Annual Report as Annexure-VII.

Having regard to the provisions of the proviso to Section 136(1) of the Act and as advised,
the Annual Report excluding the aforesaid information is being sent to the members of the
Company.

The said information can be made available to any member interested in obtaining such
information on request in writing to the Company Secretary.

16. DISCLOSURE OF PARTICULARS

Pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 the Report on the matters of Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are as follows:

As the Company is in the field of Wind Farm development and not manufacturing, the
relevant provisions relating to conservation of technology absorption are not applicable.
However as the Company is in the field of wind farm development and promoting green
energy, it is directly contributing to reducing dependency on fossil fuel and thus conserving
the fossil fuel.

The earnings and outgo in foreign exchange was NIL during the year.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S.186 OF THE
COMPANIES ACT, 2013

As the Company is in the business of Wind Power Generation an infrastructure activity as per
Schedule VI of the Companies Act, 2013, provisions of Section 186 is not applicable.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The transactions with the Related Parties are at arm's length basis and these transactions
are not of material in nature as per Section 188 of the Companies Act, 2013 read with Rule
15 of the Companies (Meeting of Board and its Powers) Rules, 2014. The related party
transactions are placed before the Audit Committee as also the Board for approval.

19. POLICY ON RELATED PARTY TRANSACTIONS

The Company has framed a policy on related party transactions and the same has been
hosted on its website http://www.karmaenergy.co/rptp.html

The policy includes the specific transactions requiring prior approval of the Audit Committee,
the Board of Directors, Special Resolution by members at General Meeting, determining the
materiality of the transaction with the related party both under Companies Act and Listing
Regulations, and also the procedures to be followed in complying with the statutory
provisions in respect of related party transaction, if any.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY FOR THE COMPANY

The Company has framed its Risk Management Policy detailing the identification of elements
of risks, monitoring and mitigation of the risks. The company has laid down detailed process
in planning, decision making, organizing and controlling.

The Risk Management Policy has been hosted on the company's website
http://www.karmaenergy.co/rmp.html

21. CORPORATE SOCIAL RESPONSIBILITY OF THE COMPANY

The Board has constituted a Corporate Social Responsibility ("CSR") Committee in terms of
the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility) Rules, 2014. The statutory requirement of complying with Corporate
Social Responsibility (CSR) of the Companies Act, 2013 became applicable to the company
during F.Y. 2023-24 pursuant to Net Profits in the immediately previous financial year
F.Y.2022-23 being more than Rs.5 Cr. However on account of Profits for FY 2023-24 being
less than the thresh hold limits, CSR not applicable in FY 2024-25.

CSR policy is formulated which is uploaded on the website of the Company: http://
http://www. https://www.karmaenergv.co/corporate-records-policv.html

22. ESTABLISHMENT OF VIGIL MECHANISM

The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is
also in vogue. The whistle blower policy covering all employees and directors of the
company is hosted on the company's website http://www.karmaenergy.co/wbp.html

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF REPORT

There are no material changes or commitments affecting the financial position of the
company which have occurred between the end of the financial year and the date of this
Report.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATION IN FUTURE

No significant or material orders have been passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH RESPECT TO
THE FINANCIAL STATEMENTS

The company has an internal control system commensurate with the size, scale and nature
of its operation.

The internal controls ensure that all its assets are properly safeguarded and protected
against loss from unauthorized use or disposal, all transactions are authorized, recorded and
reported correctly. The company has also an internal audit system for periodical audit of the
internal control systems of the company.

26. ISSUE OF NEW EQUITY SHARES DURING THE YEAR

The company has not issued any new equity shares during the year.

27. AUDITORS

In the Fifteenth Annual General Meeting (AGM) of the company held on July 28, 2022
Messrs. Batliboi & Purohit, Chartered Accountants was re-appointed as Statutory Auditors of
the Company for a period of five years to hold office from the conclusion of the Fifteenth
AGM until the conclusion of the Twentieth AGM of the company ie of 2027. The Auditors
have given a certificate that they are not disqualified and are eligible to be continued as
Statutory Auditors of the Company and accordingly the Board has recommended their re¬
appointment for financial year FY 2025-26 subject to their eligibility of continuing as Auditor
obtained at the beginning of every financial year.

28. SECRETARIAL AUDIT

Pursuant to requirement of section 204 of the Companies Act, 2013, the company had
appointed Shri Martinho Ferraro - Practicing Company Secretary (COP 5676) as Secretarial
Auditor for financial year 2024-25 and whose report of 28.05.2026 is attached as Annexure-
VI. There are no adverse observations made by the Auditor.

29. AUDITORS' REPORT

The observations of the Auditors in their report, read with notes annexed to the accounts,
are self-explanatory.

30. REPORTING OF FRAUDS

There was no instance of frauds during the year under review, which required the Statutory
Auditors to report there on.

31. COST RECORDS AND AUDIT THEREOF

Maintenance of Cost records pursuant to Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time is not applicable to the Company for this Financial year 2025-26.

32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As the Company had not declared dividend for FY 2016-17, any transfer of unclaimed
dividend to IEPF as required u/s.124 of the Companies Act, 2013 does not arise.

33. CREDIT RATING

The Company has nil borrowings from Banks / Financial Institutions, hence the rating
exercise is no more applicable.

34. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance requirements as per prescribed
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A
report on Corporate Governance forms part of this report as Annexure-I. A certificate from
the Statutory Auditors of the Company confirming compliance of the Corporate Governance
is appended to the Report on Corporate Governance.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with
the Stock Exchanges is attached to this Report as Annexure-III.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) Act, 2013.

"The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year no complaints have been received.

The details of complaints received, disposed and pending, during FY 2026 are as follows:

36.2. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961
and has policies, systems and processes in place to ensure ongoing compliance

37. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors confirm that the Secretarial Standards issued by the Institute of Companies
Secretaries of India have been complied with.

38. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation for the assistance and co-operation
received from Government Authorities, Bankers, Lending Institutions, Suppliers and
Customers during the year under review.

Your Directors place on record their appreciation for the committed services of the
executives and staff of the Company.

For and on behalf of the Board

Dharmendra G Siraj
Chairman (DIN : 00025543)

Place : Mumbai, Date : May 28, 2026