Your Directors present the Thirty-Sixth (36^th) Annual Report of your Company for financial
year ended on 31^st March, 2024.

1) FINANCIAL RESULTS:

2) OPERATIONS AND FINANCIAL PERFORMANCE:

During the year under review, your Company’s standalone total income stood at INR 56,445
Lakhs as compared to INR 67,237 Lakhs in the previous year.

The profit before tax recorded an increase of 167% and stood at INR 13,079 Lakhs against
INR 4,895 Lakhs in the previous year. The profits after tax of the Company also increased
by 181% and stood at INR 8,166 Lakhs against INR 2,902 Lakhs in previous year.

3) DIVIDEND:

To conserve resources for future growth of the Company, your Directors do not recommend
payment of any dividend on equity and preference shares.

4) RESERVES:

During the year under review, the Company has transferred INR 5,50,00,000/- (Indian
Rupees Five Crores and Fifty Lakhs Only) to Debenture Redemption Reserve. No amount
has been transferred to General Reserves.

5) ANNUAL RETURN:

Pursuant to the provisions of the Sections 92(3) and 134(3)(a) of the Companies Act, 2013
(‘the Act’), the Annual Return of the Company is available on the website of the Company
at https://www.kalpataru.com.

6) DIRECTORS:

The Board of Directors of your Company ("the Board”) consist of Eight (8) Directors,
namely:

a) Appointment of Directors:

Mr. Narayan K. Seshadri:

Based on the recommendation of the Nomination and Remuneration Committee ("NRC”),
the Board, at its meeting held on 2^nd August, 2024, appointed Mr. Narayan K. Seshadri
(DIN: 00053563) as an Additional Independent Director of the Company, for a term of 5
years commencing from 2^nd August, 2024 till 1^st August, 2029. Subsequently, the
members of the Company at their Extraordinary General Meeting ("EGM”) held on 3^rd
August, 2024 approved the appointment of Mr. Narayan K. Seshadri as a Non-Executive
Independent Director of the Company for the said term.

Narendra Kumar Lodha:

Based on the recommendation of NRC, the Board, at its meeting held on 2^nd August,
2024, appointed Mr. Narendra Kumar Lodha (DIN: 00318630), as an Additional Executive
Director of the Company for a term of 3 years commencing from 2^nd August, 2024 till 1^st
August, 2027. Subsequently, the members of the Company at their EGM held on 3^rd
August, 2024 approved the appointment of Mr. Narendra Kumar Lodha as an Executive
Director of the Company for the said term.

b) Independent Directors:

Your Company has received declaration(s) of Independence from all the Independent
Directors of the Company, namely, Mr. Dhananjay N. Mungale, Mr. Om Parkash
Gahrotra, Ms. Anjali Seth and Narayan K. Seshadri confirming that they meet criteria of
independence as provided under Section 149(6) of the Act and Regulation 16(1) & 25 of
SEBI (Listing Obligations and Disclosure Requirements, Regulations, 2015 ("LODR”),
respectively.

c) Retirement by Rotation:

Mr. Imtiaz I. Kanga (DIN: 00136272), Non-Executive Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible, has offered himself
for re-appointment in accordance with the provisions of Section 152(6) of the Act.

The Board, based on the recommendation of NRC, recommends his re-appointment as
a director liable to retire by rotation to the Members.

7) BOARD AND BOARD COMMITTEE MEETINGS:

a) Board Meetings:

During the year under review, the Board met Five (5) times. Meeting and attendace details
are as follows:

NC - Non-executive Chairman, NED - Non-executive Director , ID - Independent Director, MD - Managing
Director

b) Audit Committee:

During the year under review, the Audit Committee met Five (5) times. Meeting and
attendace details are as follows:

*Ceased to be member of the Audit Committee w.e.f. 2^nd August, 2024.

During the year under review, all the recommendations made by the Audit Committee were
accepted and approved by the Board.

The Board, in its meeting held on 2^nd August, 2024, re-constituted the Audit Committee,
pursuant to which Mr. Imtiaz I. Kanga ceased to be a member of the Audit Committee and
Mr. Narayan K. Seshadri was appointed as member of the Audit Committee w.e.f. 2nd
August, 2024.

During the year under review, the Nomination and Remuneration Committee ('NRC’) met
Two (2) times. Meeting and attendace details are as follows:

During the year under review, all the recommendations made by the NRC were accepted
and approved by the Board.

The Board, in its meeting held on 2^nd August, 2024, re-constituted the NRC, pursuant to
which Mr. Narayan K. Seshadri was appointed as member of the NRC w.e.f. 2nd August,
2024.

Pursuant to Section 178 of the Act, the Nomination and Remuneration Policy (“Nomination
and Remuneration Policy”) of the Company has been duly formulated and implemented
in accordance thereto.

The philosophy and criteria for appointment and removal of Directors, Key Managerial
Personnel, Senior Management Personnel and other employees, and their remuneration is
aimed at commitment to fostering a culture of high performance in line with the
organisation’s vision, mission and values. The key principles governing the Nomination and
Remuneration Policy are as follows:

(i) Criteria for appointment and removal of directors, KMPs and senior management:

The criteria for appointment include, among other things, educational, technical,
professional qualification(s), positive attributes, independence of a director and other
qualitative factors like integrity, expertise, experience, ability and skills, to contribute to the
Company’s growth. Further, the office of the directors / Manager (if appointed) is aligned
with provisions of the Act.

(ii) Remuneration Policy for Directors, KMPs and Other Employees:

The Nomination and Remuneration Policy is in line with aforesaid philosophy. The overall
remuneration and practices are endeavored to be aligned and be consistent with the
organization’s prevailing/ benchmark practices. The key factors governing formulation of the
Policy are in line with the provisions of Section 178 (4) of the Act.

Based on the above and on recommendation of the NRC and in compliance with the
provisions of the Act, remuneration is paid to Executive and Non-executive directors. With
regard to remuneration to persons other than directors, the Company follows a holistic
remuneration practice consistent with organization’s philosophy, vision and values and
which supports to build manpower capacity as well as capabilities to overall improve the
productivity and ensure optimum utlisation of resources.

The Nomination and Remuneration Policy is available on the Company’s website at
https://www.kalpataru.com.

During the year under review, the Corporate Social Responsibility Committee (”CSR
Committee”) met Two (2) times. Meeting and attendace details are as follows:

Appointed as Member of the Committee w.e.f. 2^nd August, 2024.

Report on CSR activities for financial year ended on 31^st March, 2024, preperared in
accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014, is
annexed to this Report as ‘Annexure I’.

The Company is executing certain multi-year ongoing projects for such projects the
expenditure is planned over multiple years on the basis of various milestones and
requirements, hence during the year under review, the Company could not spend two
percent of the average net profit as per Section 135 (5). In respect of Unspent cSr funds,
the Company has deposited the unspent amount in the separate Bank Account. The unspent
amount would be spent on CSR projects as per Company’s CSR Policy, in compliance with
the provisions of Section 135 of the Act.

The Board, in its meeting held on 2^nd August, 2024, re-constituted the CSR Committee,
pursuant to which Mr. Narendra Kumar Lodha was appointed as member of the CSR
Committee w.e.f. 2nd August, 2024.

e) Re-constitution of Stakeholders Relationship Committee:

The Board, in its meeting held on 2^nd August, 2024, re-constituted the Stakeholders
Relationship Committee (”SRC”), pursuant to which Mr. Narendra Kumar Lodha - Executive
Director was appointed as the Chairman and Ms. Anjali Seth - Independent Director was
appointed as a member of the SRC w.e.f. 2^nd August, 2024.

Further, Mr. Imtiaz I. Kanga and Mr. Munot ceased to be the Chairperson and Member of
the SRC, respectively, w.e.f. 2^nd August, 2024. Mr. Imtiaz I. Kanga and Mr. Parag M. Munot
ceased to be the Chairperson and Member of the SRC, respectively, w.e.f. 2^nd August, 2024.

The SRC presently comprises of the following members:

*Appointed as the Chairman of the SRC w.e.f. 2^nd August, 2024.

**Appointed as a member of the SRC w.e.f. 2^nd August, 2024.

No meeting of SRC was required to be held during the year under review.

The Board, in its meeting held on 2^nd August, 2024, re-constituted the Risk Management
Committee (”RMC”).

The RMC presently comprises of the following members:

Appointed as the Chairman of the committee w.e.t. 2'^ld August, 2024.

**Appointed as a Member of the Committee w.e.f. 2^nd August, 2024.

No meeting of RMC was required to be held during the year under review.

g) Re-constitution of Initial Public Offering (IPO) Committee:

The Board, in its meeting held on 2^nd August, 2024, re-constituted the Initial Public Offering
(IPO) Committee.

The Initial Public Offering (IPO) Committee presently comprises of the following members:

No meeting of IPO Committee was required to be held during the year under review.

8) DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act, with respect to Directors’

Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31^st March,
2024, the applicable accounting standards have been followed and there is no
material departure;

(ii) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

(iv) the Directors have prepared the annual accounts for the year ended 31^st March, 2024
on a going concern basis; and

(v) the Directors had devised proper systems to ensure compliances with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

9) SECRETARIAL STANDARDS (SS):

The Company has complied with applicable Secretarial Standards during the year under
review.

10) KEY MANAGERIAL PERSONNEL (“KMP”):

Pursuant to the provisions of Section 2(51) of the Act, the Key Managerial Personnel of the
Company are as below:

11) SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The highlights of performance of subsidiary companies and joint venture entities along-with
respective contribution to the overall performance of the Company during the year under
review, have been provided in the notes to the Consolidated Financial Statements and the
salient features in the Form AOC 1 as annexed hereto as Annexure II. Hence, these details
have not been reproduced in this Report.

Further, during the year under review, on 31^st May, 2023, Kalpataru Properties (Thane)
Private Limited - wholly-owned subsidiary of the Company ("KPTPL”), along with its
nominees, acquired 100% of equity shares of Kalpataru Townships Private Limited ("KTPL”)
(formerly known as Ashoka Agro Farms Private Limited) and Aspen Housing Private Limited
("AHPL”) (formerly known as Aspen Agro Farms Private Limited), accordingly, KTPL and
AHPL became subsidiaries of the Company from 31^st May, 2023.

Further, pursuant to the Supplemental Agreement to Limited Liability Partnership Agreement
dated 1^st November, 2015, the capital contribution of KPTPL in the Kalpataru Property
Ventures LLP was reduced from 100% to 2% w.e.f., 12^th March, 2024 and accordingly,
Kalpataru Property Ventures LLP ceased to be a subsidiary of the Company from said date.

Furthermore, on 20^th March, 2024, Kalpataru Gardens Private Limited - wholly-owned
subsidiary of the Company, along with its nominees, has acquired 100% of equity shares of
Kalpataru Residency Private Limited ("KRPL”) (formerly known as Munot Infrastructure
Development Private Limited), accordingly, KRPL became a subsidiary of the Company
from 20^th March, 2024.

12) CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements for the year ended 31^st March, 2024 is
annexed hereto have been prepared in accordance with the Accounting Standard IND
AS110 on Consolidated Financial Statement read with IND AS 28 on Accounting for
Investments in Associates and Joint Ventures and IND AS 31 on Financial Reporting of
interest in joint ventures.

13) SIGNIFICANT AND MATERIAL ORDER:

There was no order passed by any regulator or court or tribunal impacting the going concern
status of the Company and Company’s operations.

14) INTERNAL FINANCIAL CONTROLS:

Your Company has adequate Internal Financial Controls with reference to the Financial
Statements.

15) AUDIT AND AUDITORS:

> STATUTORY AUDITOR:

M/s. KKC & Associates, LLP Chartered Accountants, Mumbai (ICAI Registration No.
105146W/W100621) (formerly known as Khimji Kunverji & Co LLP), have been appointed
as the Statutory Auditor of the Company to hold office for a period of five (5) consecutive
years till the conclusion of the Annual General Meeting of the Company to be held for
financial year 2026-27.

The Company has not received any communication from the Statutory Auditor stating that
they are disqualified to act as statutory auditor of the Company pursuant to sub-section (3)
of Section 141 of the Act.

> AUDITOR’S REPORT:

There are no adverse remarks / observations / qualifications made or any fraud reported by
the Auditor in its report on the Standalone Financial Statement for the financial year 2023¬
24.

> COST AUDITOR:

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain cost accounts and records and the same are to
be audited by a Cost Auditor.

The Board of Directors has, on recommendation of the Audit Committee, appointed M/s. V.
B. Prabhudesai & Co., Practicing Cost Accountants, Mumbai, Firm Registration No. 100139,
as Cost Auditor to audit Cost Records of the Company for financial year 2024-25.

In terms of the provisions of Section 148(3) of the Act, read with the Companies (Audit and
Auditors) Rules, 2014, remuneration payable to Cost Auditor is required to be ratified by
Members of the Company. Accordingly, at the ensuing AGM, ratification by the members is
sought for the remuneration payable to the Cost Auditor for financial year 2024-25.

Pursuant to Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Yogesh
Singhvi, Practicing Company Secretary (Membership No. A16471 and COP No.8770),
Mumbai to carry out the Secretarial Audit for financial year ended 31^st March, 2024.

The Secretarial Audit Report is annexed herewith as "Annexure III”. The Report does not
contain any adverse observation, remark, qualification or disclaimer.

16) PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, SECURITIES
PROVIDED OR INVESTMENTS MADE:

As the Company is engaged in the business of providing infrastructural facilities as specified
under Schedule VI of the Act, the disclosures regarding particulars of loans given,
investments made, guarantees given and securities provided is exempt under the provisions
of Section 186 (11) of the Act.

The details of investments made are provided in Note No. 39 read with Note No. 7 of the
standalone Financial Statements annexed hereto.

17) RELATED PARTY TRANSACTIONS:

All transactions, as specified in Section 188(1) under the Act, entered into by the Company
with Related Parties, during the year under review, were in the ordinary course of business
and on arm’s length basis. Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3) of the Act in Form AOC-2 is not applicable.

Further, the disclosures in relation to the transactions with Related Parties pursuant to IND
AS 24 are provided in Note No. 32 forming part of the Standalone Financial Statements
annexed hereto.

18) MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments occurred from the end of financial year
2023-24 till the date of this Report that may affect the financial position of the Company,
except the following:

a) The Board and the Members of the Company, at their respective meetings held on 2^nd
August, 2024 and 3^rd August, 2024, have approved the proposal to issue, offer and allot
equity shares having face value of INR 10 (Ten) of the Company by way of a fresh issue
of Equity Shares aggregating up to INR 15,900,000,000/- (Indian Rupees Fifteen
Thousand Nine Hundred Million Only) ("Fresh Issue” or the "Issue”) by undertaking an
initial public offer.

In this regard, the Board at its meeting held on 9^th August, 2024, appointed various
intermediaries to the issue, including but not limited to ICICI Securities Limited, JM
Financial Limited and Nomura Financial Advisory and Securities (India) Private Limited
as the Book Running Lead Managers (the "BRLMs”), Link Intime India Private Limited -
Registrar to the Issue etc.

Further, the IPO Committee, in its meeting held on 14^th August, 2024, approved the Draft
Red Herring Prospectus ("DRHP”) of the Issue and thereafter, the same was filed with
the SEBI, BSE Limited ("BSE”) and National Stock Exchange Limited ("NSE”) on the
same day.

b) In order to meet its interim fund requirements, your Company avails unsecured loans
from its Promoters and Promoter Group Companies, from time to time.

Basis the approval of the Audit Committee at its meetings held on 29^th June, 2023 and
25^th September, 2023, the Company had availed unsecured interest-free loans
aggregating INR 410,00,00,000/- (Indian Rupees Four Hundred and Ten Crores Only)
from Mr. Parag M. Munot - Managing Director & Promoter of the Company.

At the request of the Company, Mr. Parag M. Munot agreed to convert an amount up to
INR 400,00,00,000/- (Indian Rupees Four Hundred Crores only), out of the Promoter
Loans, into fully paid up Compulsorily Convertible Debentures (‘CCDs’) of the Company,
in one or more tranches ("Promoter Loan”). Subsequently, the Board in its meeting held
on 21^st March, 2024, had approved conversion of Promoter Loan into equity shares/
instrument(s) convertible into equity shares of the Company at a later date, subject to
requisite approvals.

Further, basis the approval of the Audit Committee at its meetings held on 29^th June,
2024, the Company had availed unsecured loans aggregating INR 955,00,00,000/-
(Indian Rupees Nine Hundred and Fifty Five Crores Only) from Kalpataru Constructions
Private Limited ("KCPL”) and INR 85,00,00,000/- (Indian Rupees Eighty Five Crores
Only) from Ixora Properties Private Limited ("IPPL” and IPPL together with KCPL referred
to as, the “Promoter Group Entities”) (hereinafter unsecured loans from Promoter
Group Entities be referred to as "Promoter Group Loans”).

The Promoter Group Loans were interest-free upto 30^th September, 2024 or till its
conversion into CCDs, whichever is earlier. If the Promoter Group Loans are not
converted into CCDs on or before the said date, interest upto 7% p.a. would accrue on
the Promoter Group Loans from date of disbursement till the date of that conversion of
the Promoter Group Loans along with interest accrued and unpaid till that date, if any,
into CCDs.

Considering the best proposal to be in the best interest of the Company, the members of
the Company, at their EGM held on 12th August, 2024, had approved the above proposal
to convert the Promoter Group Loan into CCDs. Subsequently, the Board, at its meeting
held on the same day, allotted 14,40,00,000 CCDs having face value of INR 100/-
(Rupees One Hundred Only) each to Mr. Parag M. Munot and the Promoter Group
Entities, as under:

The members are appraised that conversion of loan into equity demonstrates Promoter’s
commitment towards creating value for all stakeholders and would result in substantial
improvement in debt equity ratio of the Company.

a) KPPL Scheme:

The Board of your Company, at its meeting held on 22^nd January, 2024, have
approved the scheme of arrangement between Kalpataru Properties Private Limited
("Demerged Company/KPPL”) and your Company ("Resulting Company”) and
their respective shareholders ("KPPL Scheme”) under Sections 230 to 232 and
other applicable provisions of the Companies Act, 2013, provides for the demerger
of the project ‘Kalpataru Magnus’, situated at Bandra (East), Mumbai, Maharashtra
("Demerged Undertaking”) from the Demerged Company on a going concern basis
into Resulting Company as on the Appointed Date i.e., April 1, 2024 or any other
date as may be approved by the Hon’ble National Company Law Tribunal, Mumbai.

The Resulting Company (along with its nominees) holds 100% of the issued,
subscribed and paid-up share capital of Kalpataru Gardens Private Limited (‘KGPL’).
KGPL (along with its nominees) holds 100% of the issued, subscribed and paid-up
share capital of the Demerged Company, thereby making the Resulting Company
the holding company of the Demerged Company. Accordingly, the Demerged
Company is a wholly owned subsidiary of the Resulting Company.

Upon the Scheme becoming effective, no shares will be issued/allotted under the
Scheme by the Resulting Company to KGPL (being the sole shareholder of the
Demerged Company), in view of Section 19 of the Act, since KGPL is a wholly owned
subsidiary of the Resulting Company.

b) KRPL Scheme:

The Board of your Company, at its meeting held on 27^th June, 2024, have approved
the scheme of arrangement between your Company ("Demerged Company”) and
Kalpataru Residency Private Limited ("Resulting Company/ KRPL”) and their
respective shareholders ("KRPL Scheme”) under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013, providing for the demerger of the
project ‘Yoganand’, situated in Borivali, Mumbai ("Demerged Undertaking”) from
your Company ("Demerged Company”) on a going concern basis into the Resulting
Company as on the Appointed Date i.e., April 1, 2024 or any other date as may be
approved by the Hon’ble National Company Law Tribunal, Mumbai. Upon the
Scheme coming into effect following shares of Resulting Company shall be issued
to shareholders in the Demerged Company.

Swap Ratio for equity shareholders of the Demerged Company:

1 (One) fully paid-up redeemable preference share of INR 10/- (Rupees Ten only)
each, of the Resulting Company to be issued and allotted for every 1,000 (One
Thousand) fully paid-up equity shares of INR 10/- (Rupees Ten only) each, held by
the equity shareholders in the Demerged Company, as per the report obtained from
the registered valuers.

Swap Ratio for preference shareholders of the Demerged Company:

1 (One) fully paid-up redeemable preference share of INR 10/- (Rupees Ten only)
each of the Resulting Company shall be issued and allotted for every 1,000 (One
Thousand) fully paid-up preference shares of INR 10/- (Rupees Ten only) each, held
by the preference shareholders in the Demerged Company, as per the report
obtained from the registered valuers.

20) APPROVAL OF POLICIES BY THE BOARD OF DIRECTORS OF THE COMPANY:

The Board of Directors of your Company, at its meeting held on 2^nd August, 2024, have
approved following policies:

• Policy on Determination of Materiality for the purpose of Disclosures in the Offer
Document (“Materiality Policy”):

The Materiality Policy was formulated for the purpose of (i) identification and disclosure
of litigations and other matters; (ii) identification of group companies; and (iii)
identification of material creditors, in accordance with the applicable provisions of the
Act, LODR and Securities and Exchange Board of India (Issue of capital and Disclosure
Requirements) Regulations, 2018, as amended (“ICDR Regulations”), and for the
purpose of disclosures in the offer document in relation to the Issue.

• Dividend Distribution Policy:

The Dividend Distribution Policy was formulated in accordance with the provisions of
Section 123 of the Act, Regulation 43A of the LODR and all other legislations governing
dividend and the Articles of Association of the Company, as amended from time to time,
for providing following parameters in relation to the dividend declared / to be declared
by the Company:

(a) the circumstances under which the shareholders of the listed entities may or may
not expect dividend;

(b) the financial parameters that shall be considered while declaring dividend;

(c) internal and external factors that shall be considered for declaration of dividend;

(d) policy as to how the retained earnings shall be utilized; and

(e) parameters that shall be adopted with regard to various classes of shares:

• Code of Conduct for all members of the Board and Senior Management (“Code of
Conduct”):

The Code of Conduct was formulated, pursuant to the applicable provisions of the Act,
LODR, ICDR Regulations and all other applicable laws, as amended from time to time,
to ensure honest & ethical conduct and Compliance with Laws by the members of
Senior Management of the Company, while addressing any possible conflict of interest
between the members of Senior Management, Company and other stakeholders of the
Company.

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

A. CONSERVATION OF ENERGY:

The operations of your Company are not energy-intensive. However, wherever possible,
the Company takes energy saving measures from time to time. During the year under
review, following actions have been to save energy:

(i) Installation of Solar Hot Water System for heating water for washrooms & other
uses and Solar PV System for common area lighting, resulting in reduction of
electricity consumption.

(ii) Installation of AC systems with high energy rating to save electricity.

(iii) LED light fixtures and Occupancy sensors installed in staircases and lift lobbies
to save electricity.

B. TECHNOLOGY ABSORPTION:

Your Company has continuously taken steps in direction of technology absorption and
upgradation with view to improve and optimize the operation of the Company. During
the year under review, the Company has made following technological upgradations:

(i) Adoption of single stack drainage system using superior pipes, by replacing
European GEBERIT pipes, resulting in reduced plastic material consumption,
costs and carbon footprint and import substitution;

(ii) Installation of group software for efficient operations of elevators.

(iii) Adoption of customized quality management software for better manage QA/ QC
on project sites. The system is user-friendly and real-time, thereby eliminating
time delays and efforts in communication, recording and mitigation of snags.

(iv) STP’s (sewage treatment plant) has been installed at every project, which treats
sewage water the same can be used for gardening and other general purpose,
resulting in reduction on fresh water consumption by about 30%;

(v) Organic Waste Converters has been installed to convert wet waste into compost
manure, which is used in the gardens within the premises.

C. FOREIGN EXCHANGE EARNINGS:

The foreign exchange earnings for the year ended 31^st March, 2024 were NIL and foreign
exchange outgo for the year ended 31^st March, 2024 was INR 1,66,47,258/- (Indian
Rupees One Crore Forty Seven Lakh Two Hundred and Fifty Eight only).

Your Company's primary business activities are within India and does not have
significant exposure to foreign currency movements.

22) RISK MANAGEMENT POLICY:

The Company has formulated and implemented a Risk Management Policy for review and
identification of elements of risks. The Audit Committee and the Board review Risk
Assessment and Mitigation plan annually with the Management.

23) PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the
meaning of Section 73 of the Act.

24) LOAN FROM DIRECTOR:

During the year under review, your Company, in order to meet its fund requirements, has
availed funds by way of interest-free unsecured loans ("Unsecured Loans”) from Mr. Parag
M. Munot - Managing Director & Promoter of the Company.

The Company has received a declaration from Mr. Parag M. Munot confirming that to the
Unsecured Loans extended by him to the Company are from his owned funds and not out
of borrowed funds.

For further details of Unsecured Loans, please refer Point No. 18(b) above and Notes
pertaining to ‘Related Party Transactions’ in the Financial Statements of the respective
financial years.

25) BOARD EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 (Act) read with
Schedule IV of the Act, the NRC has carried out an annual performance evaluation of its
own, the Directors individually as well as that of its Committees.

The evaluation has been carried out based on an evaluation questionnaire set for the Board/
Committee and individual Directors. Each of the Directors submitted the evaluation form on
the functioning and overall level of engagement of the Board and its Committees on
parameters such as composition, quality, quantity and timeliness of flow of information,
deliberations at the meeting, etc.

Thereafter, the NRC considered and reviewed the evaluation questionnaire (including
specific feedback, if any) submitted by each of the Directors individually and also as a
member of the Committee and/or Board and submitted its brief observation in this regard to
the Board. The NRC and the Board expressed their satisfaction of the annual evaluation.

26) PARTICULARS OF EMPLOYEES:

The details required under Section 197(12) of the Act and rules prescribed thereto are not
applicable as your Company is an unlisted public limited company.

27) PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

Pursuant to the provisions of ‘The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013’ (‘POSH Act’), the Company has framed and
implemented a Policy on Prevention of Sexual Harassment at workplace. An Internal
Complaints Committee (‘ICC’) has been constituted to inquire into complaints of sexual
harassment and recommend and take appropriate action thereon.

During the year under review, there was no complaint reported to the ICC.

28) VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for
stakeholders. The vigil mechanism is reviewed and overseen by the Audit Committee and
provides adequate safeguards against victimization of stakeholders using such mechanism.

The Company has posted the policy on its web based HR portal which is
available/accessible to the employees of the Company. The Whistle Blower Policy is
available on the website of the Company, the link of which is: https://www.kalpataru.com/ .

29) OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following
matters during the year under review:

a) During the year under review, the Company has not changed its business.

b) During the financial year under review, there were no instances of one-time settlement
with any Bank or Financial Institution.

c) The Company has entered into a restructuring arrangement with one of the lender of
the Company and pursuant thereto the repayment of loans has been rescheduled with
extended time period for repayment up to FY2033-34 and interest rate on such
facilities has also been reduced substantially.

d) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

30) ACKNOWLEDGEMENTS:

Your Directors wish to place on record their immense appreciation for the assistance and
co-operation received from various stakeholders.

FOR AND ON BEHALF OF THE BOARD
MOFATRAJ P. MUNOT

DATE: 25^th September, 2024 CHAIRMAN

PLACE: Mumbai (DIN: 00046905)