OPERATIONAL HIGHLIGHTS

During financial year 2025-26, the Standalone revenue of your Company increased by about 22.88% to f 23,210.06 Crores as against f 18,887.91 Crores in the previous financial year. Total revenue from operations outside India was f 6,966.77 Crores which is 30.02% of revenues, as against f 5,756.09 Crores (30.47% of revenues) in the previous financial year.

The Standalone net profit for the year increased by 28.37% to f 831.75 Crores as against f 647.95 Crores in the previous financial year.

Your Company has a consolidated order book of f 65,457 Crores (including subsidiaries in EPC business) excluding fairly placed bids. Your Company has received orders of

f 26,400 Crores (including subsidiaries in EPC business) in the current financial year 2025-26.

The consolidated revenue of your Company increased by about 21.63% to f 27,143.06 Crores as against f 22,315.78 Crores in the previous financial year.

The consolidated net profit for the year increased by about 81.68% to f 1,030.63 Crores as against f 567.27 Crores in the previous financial year.

Your Company has built highest ever order book, spread across multiple business areas, enabling sustainable and diversified growth. The brief details about the business progress in various business units is covered in the Management Discussion and Analysis Report which forms part of this Annual Report.

AWARDS & RECOGNITIONS

During the year under review, your Company continued to receive widespread recognition from reputed national and international institutions, reaffirming its leadership across sustainability, operational excellence, innovation, and project execution, some of which are elaborated hereunder:

• Recognized among the Top 3 Sustainable Companies in India by BW Sustainability World and BW Businessworld, and featured among the Top 500 in TIME * Statista -World's Best Companies in Sustainable Growth 2026.

• Secured a leading position in India in the DJSI CSA 2025 assessment within the Construction & Engineering sector, with a significant improvement in ESG score and global percentile ranking

• Ranked No. 121 among India's Top 500 companies by The Economic Times on various financial parameters and acknowledged as a leader in the construction category.

• Conferred the TPM Excellence Award by the Japan Institute of Plant Maintenance (JIPM) for operational excellence at its manufacturing facilities.

• Recipient of the Global MIKE Award (Most Innovative Knowledge Enterprise Award) and National MIKE Gold Award for excellence in knowledge management and innovation.

• Awarded the National Supply Chain and Logistics Excellence Award by Confederation of Indian Industry and a Special Mention by Frost & Sullivan for exemplary execution of international infrastructure projects, including the Hanimaadhoo Airport, Maldives.

• Honoured with the EPC Company of the Year Award (Editor's Choice) at ET Now Infra Focus Summit 2025 and accolades at Construction World Global Awards including Second Fastest Growing Construction Company (Ultra Large Category) and India's Wealth Creators Award.

• Received leading sustainability recognitions including the Sustainable Organization Award - 2025, the Mahatma Award for Sustainable and Responsible Business Practices and ESG Award at the Cleantech ESG Sustainability Event.

• Secured multiple awards across safety, quality, and project execution, including CIDC Vishwakarma Awards and British Safety Council/International Safety Awards across businesses.

• Recognized for social impact with the CSR Times Award 2025 for its healthcare initiative Kalpa Seva Aarogya Kendra.

• Mr. Mofatraj P. Munot, Chairman, Kalpataru Group, was conferred the Lifetime Achievement Award by ET Now for his outstanding leadership and contributions.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year 2025-26 and the date of Board's Report.

DIVIDEND

The Board recommends a final dividend of f 11/- per equity share of f 2/- each on the share capital aggregating to a total dividend payout of f 187.85 Crore. The dividend is subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source, as required under the law. The final dividend, if approved, would be paid to members whose names appear in the Register of Members as on the record date fixed for this purpose. The dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations"), your Company has formulated Dividend Distribution Policy and the same is also available on the website of your Company at https://kalpataruprojects.com/ api/view-file/Dividend-Distribution-Policy.pdf

The Board of Directors of your Company have recommended dividend within the parameters of the Dividend Distribution Policy. There was no change in Dividend Distribution Policy during the year under review.

NON-CONVERTIBLE DEBENTURES

During the year under review, there were no new NonConvertible Debentures (“NCDs") raised by the Company.

Accordingly, as on March 31, 2026, the total outstanding NCDs stands at f 9,50,00,00,000/- (Rupees Nine Hundred and Fifty Crores Only) comprising (i) 30,000 NCDs of the face value of f 1,00,000/-(Rupees One Lakh Only) each (ii) 15,000 NCDs of the face value of f 1,00,000/- (Rupees One Lakh Only) each (iii) 30,000 NCDs of the face value of f 1,00,000/- (Rupees One Lakh Only) each and (iv) 20,000 NCDs of the face value of f 1,00,000/- (Rupees One Lakh Only) each.

TRANSFER TO RESERVES

Your Company has transferred following amounts to various reserves during the financial year ended March 31, 2026:

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, Kalpataru Power Transmission Sweden AB ("KPTS"), a wholly owned subsidiary of the Company sold 6,900 equity shares (representing 3.45% of the equity share capital) of Linjemontage i Grastorp AB ("LMG"), a step-down subsidiary of the Company through KPTS, to certain employee(s) and director(s). Pursuant to the said transaction, the Company's indirect shareholding in LMG currently stands at 96.55% with effect from September 01, 2025, and accordingly, LMG continues to remain a subsidiary of the Company. Consequent to said dilution, the Company's effective indirect shareholding in its step-down subsidiary, Linjemontage AS, stands reduced to 96.55%, while it continues to remain a wholly owned subsidiary of LMG.

During the year, your Company also successfully completed the divestment of its 100% stake in Vindhyachal Expressway Private Limited (VEPL), wholly owned subsidiary of your Company to Actis Atlantic Holdings Limited for an enterprise value of approximately f 799 Crores (postclosing adjustments). Consequently, VEPL ceased to be the wholly owned subsidiary of the Company with effect from January 16, 2026.

During the year, the Company executed a Share Sale, Exit and Release Agreement ("Agreement") with its joint venture partner, Bin Omairah Contracting Company Limited, for acquisition of the balance 35% equity stake in Kalpataru Projects Arabia Company (formerly known as Kalpataru IBN Omairah Company Limited). Pursuant to the aforesaid Agreement, the Company has acquired the entire remaining equity stake held by the joint venture partner, resulting in Kalpataru Projects Arabia Company becoming a wholly owned subsidiary of the Company with effect from April 14, 2026.

As at March 31, 2026, your Company had 21 (twenty one) direct and indirect subsidiaries and 1 (one) joint venture company. In addition, your Company also held 26% equity share capital of Kohima Mariani Transmission Limited and Alipurduar Transmission Limited.

As at March 31, 2026, none of the subsidiaries of your Company except Linjemontage i Grastorp AB qualifies to be considered as Material Subsidiary as per the Listing Regulations and Company's policy on determining Material Subsidiary.

A statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in terms of provisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The brief details of the activities carried out by some of the subsidiaries of your Company is provided below.

• SHREE SHUBHAM LOGISTICS LIMITED ("SSLL"):

SSLL provides agri-storage infrastructure along with a wide range of value-added services like preservation, maintenance & security (PMS), testing & certification, collateral management & pest control activities. It manages and operates warehouses (Owned, Hired, Third Parties and Public Private Partnership (PPP) model) across 6 Indian states namely Rajasthan, Gujarat, Madhya Pradesh, Maharashtra, Haryana & Karnataka. During the year, the Company worked with two government agencies i.e. Haryana State Warehousing Corporation and Haryana State Cooperative Supply and Marketing Federation Limited as service provider for preservation, maintenance and security (PMS) of food grains. Apart from this, it has got various corporates, banks, retail, traders and farmers as its customers. For its Collateral Management Business, the Company has tie up with 26 banks/Non-Banking Financial Companies. During the year under review, SSLL has disposed/entered into definitive agreement(s) to dispose its warehouses located at Netra, Neemuch, Merta, Kota Mandana, Sagar, Rajkot, Unjha and Nagpur.

In aggregate, during the year, SSLL managed more than 400 warehouses with a total storage capacity of approx. 11 million sq. ft. SSLL is a wholly owned subsidiary of your Company.

• LINJEMONTAGE I GRASTORP AB ("LMG"):

Linjemontage i Grastorp AB ("LMG"), a Swedish EPC Company headquartered in Grastorp, Sweden, is a subsidiary of your Company through Kalpataru Power Transmission Sweden AB.

LMG has established itself amongst the top three players in the Sweden EPC market for power transmission and distribution business. Over the years, LMG has improved its competitiveness and operational capabilities to execute and deliver large size transmission lines and substation projects. LMG is in process of evaluating and exploring various fundraising options including by way of an initial public offering. Additionally, LMG has taken various initiatives to improve governance and organisational strength by adopting SAP, strengthening corporate functions and appointing independent board members.

During the year under review, LMG achieved highest revenue of SEK 3.2 billion (~USD 346 Million) since its inception, recording a growth of about ~ 39% compared to previous year. EBITDA margin recorded improvement of about 145 bps to ~ 6.6% led by higher revenue growth and operational excellence.

LMG along with its subsidiary in Norway has order book of approximately ~ SEK 3.6 billion (~ USD 358 Million) as on March 31, 2026. LMG remains a key player in the modernisation and expansion of the Nordic transmission grid.

• FASTTEL ENGENHARIA S.A. ("FASTTEL"):

Fasttel Engenharia S.A. ("Fasttel") is a wholly-owned subsidiary of your Company [through Estrela Reluzente Participates S.A. (Formerly known as Kalpataru Power DO Brasil Participates S.A.)]. Fasttel, headquartered in Curitiba, Brazil, is engaged in the business of Engineering, Procurement and Construction of Substations, Transmission Lines and related services.

Fasttel has on March 05, 2026, submitted an application for Judicial Reorganization (Recuperagao Judicial) (" RJ") under the provisions of Law no. 11.101/2005 before the competent judicial authority in Brazil and the same is under process.

• KALPATARU PROJECTS ARABIA COMPANY (FORMERLY KNOWN AS KALPATARU IBN OMAIRAH COMPANY LIMITED) ("KPAC"):

KPAC based in the Kingdom of Saudi Arabia, was a joint venture between your Company and Bin Omairah Contracting Company Limited, wherein your Company held 65% equity stake as on March 31, 2026. Subsequent to the year end, pursuant to the Share Sale, Exit and Release Agreement executed with the joint venture partner on February 23, 2026, your Company has acquired the balance 35% equity stake in KPAC, resulting it in becoming a wholly owned subsidiary of your Company with effect from April 14, 2026.

During the year under review, KPAC energised and charged several power lines, including the construction of two 380 kV double circuit overhead transmission lines under the Al-Hanakiyah to Al-Qassim LILO project, 380 kV double circuit overhead transmission line between the existing Yanbu City and Umlujj (Ckt. 1 & 2) with a route length of 181 km, 115 kV double circuit overhead transmission line from Hawiyah to the Jafurah Field Water Injection Hub substation with a route length of 71.3 km.

• KALPATARU POWER TRANSMISSION CHILE SPA ("KPCSA"):

KPCSA is a wholly owned subsidiary of your Company in Chile.

KPCSA is currently executing 3 sections of the 600 kV HVDC transmission line project from Kimal to Lo Aguirre, which involves the development, construction and operation of Chile's first direct current transmission line, spanning approximately 1,346 km with a capacity of up to 3,000 MW of clean energy.

KPCSA continues to strengthen its execution capabilities in the region by augmenting its team with local expertise and global experience, thereby reinforcing its presence in the Latin American market.

Pursuant to provisions of Section 129 of the Companies Act, 2013, your Company shall place Consolidated Financial Statements before its members for their approval. Further, pursuant to provisions of Section 136 of the Companies Act, 2013, your Company will make available the Annual Accounts of the Subsidiary Companies and the related information to any Members of your Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies are also uploaded on the website of your Company i.e. https://kalpataruprojects. com/investors/financials/annual-reports/financials-of-subsidiaries and will also be kept open for inspection at the Registered Office of your Company and that of the respective Subsidiary Companies.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors are enclosing the Audited Consolidated Financial Statements for the year under review pursuant to Companies Act, 2013 and Listing Regulations. The Consolidated Financial Statements presented by your Company have been prepared as per Ind AS and includes the Financial Statements of its Subsidiaries and Joint Venture Company.

divestment/monetization of

TRANSMISSION LINE SPV'S

Your Company, in terms of the agreement has sold and transferred in tranches in aggregate 74% equity shares of Alipurduar Transmission Limited to Adani Transmission Limited with an agreement to sell the balance 26% to it, after obtaining requisite regulatory and other approvals and in a manner consistent with the Transmission Service Agreement.

Further, your Company has also sold and transferred in tranches in aggregate ~48% equity shares of Kohima-Mariani

Transmission Limited to Apraava Energy Private Limited with an agreement to sell the balance 26% to it, after obtaining requisite regulatory and other approvals and in a manner consistent with the Transmission Service Agreement.

DIRECTORS

As on March 31, 2026, your Board comprises of 8 Directors including 4 Independent Directors (including 1 Woman Director), 2 Executive Directors and 2 Non-Executive Non-Independent Directors.

During the year under review, Ms. Anjali Seth (DIN: 05234352) retired as member of the Board of Directors on account of completion of her second and final term from the close of business hours of May 18, 2025. The Board placed on record its deep appreciation and gratitude for the services rendered by her and her remarkable contribution in the growth of the Company. Ms. Raksha Kothari (DIN: 02184815) has been appointed as Independent Director of your Company for a period of 5 (five) years with effect from May 19, 2025 upto May 18, 2030 (both days inclusive), basis the approval received from the shareholders at the 44^th Annual General Meeting of your Company.

Further, Mr. Shailendra Kumar Tripathi (DIN: 03156123) was re-appointed as Dy. Managing Director of your Company for a period of 3 (three) years commencing from October 22, 2025 upto October 21, 2028 (both days inclusive), basis the approval received from the shareholders, at the 44^th Annual General Meeting of your Company.

The Board, at the recommendation of the Nomination and Remuneration Committee, approved appointment of Mr. Gautam Mehra (DIN: 11700652), as an Additional Director designated as an Independent Director of your Company for a period of 5 (five) consecutive years with effect from June 09, 2026 upto June 08, 2031 (both days inclusive), subject to approval of shareholders, to be obtained at the 45^th Annual General Meeting of the Company.

Your Company has received declarations from all the Independent Directors confirming that (i) they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)

(b) of the Listing Regulations and there has been no change in the circumstances affecting their status as Independent Directors of your Company; (ii) they continue to comply with the Code of Conduct laid down under Schedule IV of the Companies Act, 2013 and (iii) they have registered their names in the Independent Director's Databank pursuant to Section 150 of the Companies Act, 2013 read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, none of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any

statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other such statutory authority. Also, your Board is of the opinion that the Independent Directors of your Company including the newly appointed Independent Director possess integrity, requisite expertise, experience and proficiency and the details thereof are given in the Corporate Governance Report.

In terms of Section 152 of the Companies Act, 2013, Mr. Parag Munot, Non-Executive Director (DIN: 00136337), being the longest serving Director, shall retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors of your Company at the recommendation of Nomination and Remuneration Committee has recommended for his re-appointment.

A brief resume of Mr. Parag Munot, Non-Executive Director and Mr. Gautam Mehra, Independent Director being re-appointed/appointed along with the nature of their expertise, their shareholding in your Company and other details as stipulated under Regulation 36 (3) of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI is appended as an annexure to the Notice of the ensuing Annual General Meeting.

BOARD MEETINGS

During the year under review, the Board met 7 times on May 16, 2025, August 07, 2025, October 31, 2025, December 05, 2025, January 19, 2026, February 04, 2026 and March 31, 2026.

The number of meetings of the Board that each Director attended is provided in the Report on Corporate Governance, appended to, and forming part of, this Report.

COMMITTEES

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees including the following:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder's Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Share Transfer Committee

• Executive Committee

The details with respect to changes in committee compositions, powers, roles, terms of reference etc. of relevant Committees are given in detail in the 'Report on Corporate Governance' of your Company which forms

part of this Report. The dates on which meetings of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each Director attended is provided in the 'Report on Corporate Governance'. The minutes of the Meetings of all Committees are circulated to the Board for noting.

During the year, all the recommendations of the Committees were accepted by the Board.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Manish Mohnot, Managing Director & CEO, Mr. Shailendra Kumar Tripathi, Dy. Managing Director, Mr. Ram Patodia, Chief Financial Officer and Ms. Shweta Girotra, Company Secretary and Compliance Officer are the Key Managerial Personnel (KMPs) as per provisions of Companies Act, 2013. There has been no change in KMP during the year under review.

CORPORATE GOVERNANCE

Robust corporate governance forms the foundation of sustainable value creation and long term success. The Company's governance framework guides strategic decision making while upholding the principles of transparency, integrity, ethical conduct, and accountability towards all stakeholders, including employees, investors, customers, regulators, suppliers, and the wider community. This commitment reflects the enduring values and legacy of the Kalpataru Group.

The Company remains steadfast in maintaining the highest standards of corporate governance and is in full compliance with the applicable requirements prescribed by the Securities and Exchange Board of India.

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations is attached. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013 for the year under review.

A certificate from M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Statutory Auditors of your Company confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY CCSR")

As on March 31, 2026, the CSR Committee consisted of Dr. Shailendra Raj Mehta as Chairman, Mr. Mofatraj P. Munot, Mr. Parag Munot and Mr. Manish Mohnot as members of the Committee.

Your Company has a longstanding commitment to community welfare and has been undertaking philanthropic initiatives well before such efforts were mandated under the Companies Act, 2013. In line with evolving societal needs and demographic priorities, the Company continues to focus on key areas such as healthcare, education, skilling and livelihood, animal welfare, environmental sustainability, and community development through need-based interventions.

During the year, the Company implemented several innovative and sustainable initiatives aimed at supporting marginalized and vulnerable communities across India. These initiatives are aligned with the provisions of Schedule VII of the Companies Act, 2013, as well as the United Nations Sustainable Development Goals, with a focus on delivering measurable, scalable, and impactful outcomes. The programs were executed either directly by the Company or through the Kalpataru Foundation or other Non-Profit Organisations ("NGOs").

Your Company has formed a CSR Committee as per the requirement of the Companies Act, 2013. On the recommendation of CSR Committee, the Board of Directors of your Company has approved a CSR Policy which is available on the website of your Company at https://kalpataruprojects. com/api/view-file/Corporate%20Governance policies%20 &%20Guidelines CSR%20Policy.pdf. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the Annual Report on CSR activities undertaken during the year as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) are set out in Annexure A of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the Listing Regulations read with the relevant SEBI Circulars, the "Business Responsibility and Sustainability Report" ("BRSR") having disclosure on the performance of your Company against nine principles of the "National Guidelines on Responsible Business Conduct" forms an integral part of the Annual Report. Your Company has published 4^th BRSR for FY 2025-26.

VIGIL MECHANISM

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. Your Company has a vigil mechanism (whistle blower policy) under which the employees, vendors and any other person are free to report violations of applicable laws and regulations and the Code of Conduct of your Company.

The reportable matters should be disclosed to the Chief Ethics Officer and Anti Bribery Management System Committee which operates under the supervision of the Audit Committee. Your Company also has in place a secure, non-tamperable and recorded Whistle Blower Hotline for reporting of matters in an anonymous manner. Further, the functioning of the vigil mechanism is being monitored by the Audit Committee from time to time. The whistle blower may also report violations to the Chairman of the Audit Committee in exceptional cases. The Policy also provides adequate protection to all its stakeholders who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with your Company's Whistle Blower Policy. During the year, no employee/person was denied access to the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within your Company and has been disclosed on your Company's website at https:// kalpataruprojects.com/api/view-file/Whistle-Blower-Policy-November-2021.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes good governance culture is at the very foundation of its operation. It has internal financial controls embedded in its policies and procedures. These are approved by the Board and fine tuned to address changing reporting, business and regulatory environment from time to time. These internal financial controls are an integral part of its risk mitigation plans within the risk management framework.

The Company has invested in IT solutions which automate many of these controls, thus eliminating the risk of any manual errors.

In addition to policies and procedures, a strong planning, budgeting and review mechanism by the functional, business and senior leadership ensures that the controls are implemented in the day to day operations and any exceptions are promptly dealt with at the appropriate level. Policies and procedures are fine tuned in these reviews, as and when required.

The Company has a robust assurance mechanism where the assurance function verifies the key controls through the year and suggest means to further improve the same. The Company has appointed a reputed CA firm as its internal auditor and the internal financial controls over financial reporting is separately tested by them with respect to its design and operating effectiveness. The internal auditor also tests internal financial controls through the year as part of its risk based internal audit plan.

The Internal Auditors from time to time report any control deviation along with its corrective and preventive action agreed with the management to address any deviations to the Audit Committee. Deviations, if any, are tracked and closed in a timely manner.

The above framework ensures that the Company has adequate internal financial controls in design and operations, considering the size of the Company and the industry.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants have been appointed as Statutory Auditor's of your Company at the 42^nd Annual General Meeting held on July 17, 2023 to hold office for the second term of 5 (five) consecutive years i.e., from the conclusion of 42^nd Annual General Meeting till the conclusion of the 47^th Annual General Meeting of your Company to be held in the year 2028.

The Statutory Auditors of your Company have issued Audit Reports on the Standalone and Consolidated Annual Financial Statement of your Company with unmodified opinion. There were no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their reports on the Standalone Annual Financial Statements.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In accordance with Regulation 24A of the Listing Regulations, M/s. Kapoor & Ved, a peer reviewed firm of Practising Company Secretaries (Firm Registration No. P2001GJ006000) have been appointed as Secretarial Auditors of your Company at the 44^th Annual General Meeting for a period of 5 (five) consecutive years, from April 01, 2025 to March 31, 2030.

The Secretarial Auditors of your Company has issued the Secretarial Audit Report for FY 2025-26 which is annexed to this report as Annexure B. There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in its report.

COST AUDITOR AND COST ACCOUNTS

In terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, your Company is required to maintain cost records in respect of its tower & structure manufacturing, electricity, roads & infrastructure and construction activity and have the cost records audited by a qualified Cost Accountant.

Your Company has made and maintained cost records as specified by the Central Government under Section 148(1) of Companies Act, 2013 and such records have been audited by the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014.

Based on the recommendation of the Audit Committee, the Board of Directors of your Company has approved appointment of, and remuneration payable to, M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) as the Cost Auditor of your Company to audit the cost records for FY 2026-27.

RISK MANAGEMENT FRAMEWORK

Your Company has constituted a Risk Management Committee (RMC) as per the statutory requirement. Your Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board Members about risk assessment. The Risk Management Committee undertakes risk assessment and minimization procedures and recommends the same to the Board of Directors.

As on March 31, 2026, the Risk Management Committee consisted of Mr. Bimal Tanna as Chairman, Dr. Shailendra Raj Mehta, Mr. Manish Mohnot, Mr. Shailendra Kumar Tripathi, Mr. Sanjay Dalmia, Mr. Amit Uplenchwar and Mr. Ram Patodia as members of the Committee. Mr. Narayanan Neelakanteswaran and Mr. Hardik Hundia are Permanent Invitee Member(s) without voting rights.

The Board periodically reviews Company's Risk Management Framework taking into consideration the recommendations of the Risk Management Committee and the Audit Committee.

Your Company has established a comprehensive Risk Management Framework to systematically identify, assess, and mitigate risks. It actively monitors and reports on key risks that may affect the achievement of its strategic objectives. The Company's standard operating procedures, organizational structure, management systems, code of conduct, policies, and core values collectively guide its approach to risk management and business conduct. In addition, a dedicated bribery risk assessment framework is in place to address bribery and corruption risks.

This framework enables management to effectively understand the risk landscape, evaluate potential exposures, and determine appropriate risk responses. It also facilitates continuous monitoring and assurance of the effectiveness of risk mitigation measures, with timely interventions for improvement where required. Regular reporting mechanisms ensure that risk related updates are communicated across the organizational hierarchy and to the Risk Management Committee on a periodic basis, providing visibility into how risks are identified, managed, and strengthened the process over time.

More details in respect to the risk management are given in the section on Management Discussion and Analysis forming part of this Annual Report.

PARTICULARS OF REMUNERATION

A. The ratio of the remuneration of each director to the median employees' remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 ('the Act') read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are forming part of this report as Annexure C1.

B. I n terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Having regard to the provisions of the second 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 your Company. The said Annexure is open for inspection at the Registered office of your Company. Any member interested in obtaining copy of the same may write to your Company Secretary of the Company.

PERFORMANCE EVALUATION

In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own, the Non-Independent and Independent Directors individually as well as the evaluation of the working of various Committees at its meeting held on May 14, 2026 in the manner prescribed in the performance evaluation policy. While doing performance evaluation of Independent Directors, the Director being evaluated had not participated.

The evaluation of the Independent Directors were made on the basis of attendance at the meetings of the Board, Committees and General Meeting, knowledge about the latest developments, contribution in the Board development processes, participation in the Meetings and events outside Board meetings, expression of views in best interest of your Company, assistance given in protecting the legitimate interests of your Company, employees and investors, extending individual proficiency and experience for effective functioning and operation of your Company etc.

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation of the Board, its Committees and of individual Directors has been made are also reproduced in the 'Report on Corporate Governance', which forms part of this Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Your Company's policy on remuneration for the Directors', Key Managerial Personnel and other employees is placed on website of your Company at https://kalpataruprojects.com/ api/view-file/Policy-on-Remuneration-for-Directors-KMPs-and-Other-Employees.pdf. The Policy is directed towards establishing reasonable and sufficient level of remuneration to attract, retain and motivate Directors & employees of the quality required to run your Company successfully. The Policy is in consonance with existing industry practice. There has been no change in the said Policy during the year under review.

Your Company's policy on Directors' appointment including criteria for determining qualifications, positive attributes, independence of a director is placed on website of your Company at https://kalpataruprojects.com/api/view-file/ Corporate%20Governance policies%20&%20Guidelines Policy%20on%20Directors%20Appointment%20including%20 criteria%20for%20determining%20Qualifications.%20 Positive%20Attributes.pdf. The Policy sets out the guiding

principles for the Nomination and Remuneration Committee to identify persons who are eligible to be appointed as Directors and to determine the independence of the candidate at the time of considering his/her appointment as an Independent Director of your Company. The Policy also provides for the criteria and qualification in evaluating the suitability for appointment as Director and in Senior Management that are relevant for your Company's operations. There has been no change in the said Policy during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure D and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Your Company is in compliance with the provisions of Section 186 of the Companies Act, 2013, to the extent applicable to your Company. The particulars of loans given, investments made, guarantees given and securities provided are given in the Standalone Financial Statements (Please refer to Note No. 37 to the Standalone Financial Statements).

ANNUAL RETURN

The Annual Return of your Company as on March 31, 2026 is available on the website of Company i.e., https:// kalpataruprojects.com/investors/investor-information/ annual-return.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by your Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis. During the year, your Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of your Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Your Company takes prior omnibus approval from the Audit Committee for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at an arm's length basis.

The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the 'Report on Corporate Governance'.

There were no material related party transactions which could have potential conflict with the interest of your Company at large.

Attention of Members is drawn to the disclosure of transactions with related parties set out in Note No. 40 of the Standalone Financial Statements, forming part of the Annual Report.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards any action of any executive which may fall under the ambit of 'Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Anti Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints pending as on the beginning of the financial year and no new complaints were received during the year under review. The details pertaining to complaints in the prescribed format, are as below:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed off during the year: NA

(c) number of cases pending for more than ninety days: NA

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company complies with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees. Adequate facilities and support are provided in line with statutory requirements.

ANTI-BRIBERY MANAGEMENT SYSTEM

Your Company places strong emphasis on the manner in which business is conducted and the standards upheld by its employees in the discharge of their responsibilities. It promotes a culture of transparency, accountability, ethical conduct, and responsiveness to the needs of its people and society. In line with this philosophy, the Company has instituted the Kalpataru Code of Conduct ("KCoC"), applicable to all employees, which sets out principles relating to governance, compliance, ethics, and professional behavior.

Further strengthening its commitment to integrity, the Company has implemented robust anti-bribery and anticorruption policies and practices, and has been certified under ISO 37001 for its Anti-Bribery Management System across its business operations.

STATEMENT OF DIRECTORS' RESPONSIBILITY

Pursuant to requirement under Section 134(3)(c) of the Companies Act, 2013 ('the Act'), your Directors' confirm that:

(a) I n the preparation of the annual accounts for the year ended on March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

(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 i.e., March 31, 2026 and of the profit of your Company for that period;

(c) 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 your Company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts on a going concern basis;

(e) They had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively and;

(f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by your Company, work performed by the internal, statutory and Secretarial Auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board Committees, including the Audit Committee, the Board is of the opinion that your Company's internal financial controls were adequate and effective during Financial Year 2025-26.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of your Company.

SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DISCLOSURE OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were two proceedings initiated/pending against your Company as well as one proceeding initiated by your Company, under the provisions of the Insolvency and Bankruptcy Code, 2016. The amount involved against the Company was about f 3.01 Crores (plus interest) whereas the claim filed by the Company in the proceeding initiated by it is about f 28.65 Crores (plus interest). As at year end March 31, 2026, one matter against the Company stands disposed [involving an amount of ~ f 1 Crores (plus interest)] and remaining matters are pending for disposal.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

• Issue of shares (including sweat equity shares) by your Company to employees of your Company under any scheme or any stock options scheme.

• Neither the Managing Director nor the Whole-time Directors of your Company receive any remuneration or commission from any of its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

• The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers or employees, the details of which need to be mentioned in the Board's report.

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

• There was no instance of onetime settlement by your Company with any Bank or Financial Institution.