Financial Performance:

CONSOLIDATED:

The consolidated total revenues of your Company stood
at ' 2,331.59 Crore as compared to ' 2,039.93 Crore in the
previous year. The consolidated profit after tax stood at '
24.74 Crore against losses of ' 108.04 Crore in the previous
year.

STANDALONE:

During the year under review, your Company's standalone
total revenues stood at ' 536.59 Crore as compared to '
564.45 Crore in the previous year. The standalone profit
after tax stood at ' 23.25 Crore against ' 81.66 Crore in the
previous year.

OPERATIONAL OVERVIEW:

On a consolidated basis, the financial year 2024-25 reflected
robust operational performance and continued strengthening
of the balance sheet. Throughout the year, we remained
committed to deliver the projects on time, ensuring that
possession is handed over to our valued customers in a
time bound manner, while adhering to highest standards of
quality and excellence.

Key Highlights:

Revenue Growth: Your Company reported consolidated
revenue from operations of ' 2,222 Crore for the financial year,
reflecting a 15% year-on-year growth. This performance was
largely driven by speedy project execution, which enabled
timely revenue recognition.

Strong Pre-Sales & Collections: Your Company recorded
strong growth in pre-sales and collections of ' 4,531 Crore
and ' 3,659 Crore, respectively.

Operational Efficiency: Continued focus on cost optimization
and process improvements resulted in an EBITDA margin
of 5.1% compared to -3.5% in previous year. Our Adjusted
EBITDA stood at ' 664 Crore compared to ' 459 Crore, a
growth of 45% from last year while our Adjusted EBITDA
margin improved from 23.8% to 29.9%. Your Company also
reported a Profit After Tax of ' 25 Crore for the full year as
against a loss of ' 108 Crore in previous year.

Strengthening of Balance sheet: During the year, ' 1,440
Crore worth of Compulsorily Convertible Debentures (CCDs)
held by the Promoter and Promoter Group Entities were
converted into equity shares, resulting in a strengthened
equity base. As of March 31, 2025, Net Debt stood at ' 9,310

Crore, down from ' 9,983 Crore in the previous year. Net Debt
to Equity ratio, a key metric used to determine the health of
the balance sheet sharply improved from 10.1x as on March
31, 2024 to 3.8x as on March 31, 2025. Subsequent to the
close of financial year 2024-25, your Company achieved a
significant milestone in its journey by successfully listing
on the Stock Exchanges on July 1, 2025. Through the equity
issuance by way of Initial Public Offer, we raised ' 1,590
Crore with strong participation from marquee investors. In
line with the stated objectives of the issue, '1,192.5 Crore
was utilized towards repayment of outstanding debt, further
strengthening our financial position, the net debt to equity
improved to 2.0x, reflecting a healthier and more resilient
balance sheet.

New Project Launches and Business Development: Your
Company launched 7 new residential projects in FY25
totaling ~6.50 million sq.ft. Your Company also signed
Development Agreement (DA) for two society redevelopment
projects in Mumbai located at Chembur and Goregaon. Both
these projects have a saleable area of ~0.93 million sq.ft. and
a GDV of ~ ' 2,100 Crore.

Looking Ahead

With a stronger balance sheet, we enter the new fiscal year
with clear focus on delivering on our existing portfolio of ~ 25
Million. sq.ft. while driving improved pre-sales and enhancing
collections. Backed by strong operational performance, a
dedicated team, and a clear strategic roadmap, we are well-
positioned to create long term sustainable value for all our
stakeholders.

TRANSFER TO RESERVES:

During the year under review, your Company had transferred
' 13.50 crores to Debenture Redemption Reserve ("DRR”)
Further, no amount was transferred to General Reserves
during the year. As on March 31,2025, the total amount in the
DRR stood at ' 34.00 Crore and general reserves were Nil.

After listing of equity shares of the Company on Stock
Exchanges on July 1, 2025, pursuant to the terms of Rule
18(7) of the Companies (Share Capital and Debentures)
Rules, 2014, your Company is not required to maintain DRR.
Accordingly, the Board, upon the recommendation of the
Audit Committee, at its meeting held on August 13, 2025,
transferred the amount lying in the DRR to General Reserves
of your Company.

SUBSIDIARY/ ASSOCIATE/JOINT VENTURE
COMPANIES:

As on March 31, 2025, your Company had 34 (Thirty-Four)
subsidiaries including 2 (Two) partnership firms, 1 (One)
associate, and 2 (Two) joint ventures. During the year under
review, there were no companies which became or ceased
to be subsidiaries, joint ventures or associate companies of
your Company.

In accordance with Regulations 16(1)(c) and 24(1) of the
Listing Regulations, the Company has adopted a "Policy for
Determining Material Subsidiaries,” specifying criteria for
identifying material subsidiaries and outlines the governance
requirements. The Policy document is available at https://
www.kalpataru.com/uploads/1750843842 685bc1c21e5d7.
pdf.

During the year under review, following subsidiaries of the
Company were classified as material subsidiaries in terms
of Regulation 16(1)(c) of the Listing Regulations:

1. Kalpataru Gardens Private Limited ("KGPL”);

2. Kalpataru Properties Private Limited ("KPPL”);

3. Kalpataru Retail Ventures Private Limited ("KRVPL”);

4. Agile Real Estate Private Limited ("AREPL”); and

5. Arimas Real Estate Private Limited ("Arimas”).

Based on the audited consolidated financial statements
for the year ended March 31, 2025, the above subsidiaries
continue to be material subsidiaries of the Company under
Regulation 16(1)(c) of the Listing Regulations.

Further, in compliance with Regulation 24(1) of the Listing
Regulations, pertaining to nomination of an independent
director by a listed entity on the board of an unlisted material
subsidiary, the Company had nominated Mr. Om Parkash
Gahrotra - Independent director for appointment on the
respective Boards of KGPL, KPPL and KRVPL. His term
on the Board of these companies was co-terminus with
his term as Independent Director in your Company and
accordingly, upon completion of his term as an Independent
Director of your Company, he stepped down from the Board
of aforementioned unlisted material subsidiaries with effect
from September 29, 2024.

Subsequently, Ms. Anjali Seth - Independent Director of your
Company was nominated for appointment on the Boards
of KGPL, KPPL and KRVPL with effect from September 30,
2024.

However, in terms of Regulation 24(1) of the Listing
Regulations, based on the audited consolidated financial
statements for the year ended March 31, 2025, KPPL
continued to be a material subsidiary and KGPL and KRVPL
ceased to be material subsidiaries and AREPL became a
material subsidiary of the Company.

As, Mr. Satish R. Bhujbal - Independent Director of your
Company is also appointed as Independent Director of
AREPL, your Board at its meeting held on July 16, 2025,
nominated him on the board of AREPL, in terms of Regulation
24(1) of the Listing Regulations.

The highlights of the financial performance of the
subsidiaries, associate, and joint venture entities, along with

their respective contributions to the overall performance of
the Company during the year under review, are provided in
the notes to the Consolidated Financial Statements and in
Form AOC-1 forming part of this Annual Report.

CAPITAL STRUCTURE:

As on March 31, 2025, the paid-up share capital of your
Company consisted of 16,74,89,537 Equity Shares of face
value ' 10/- (Ten) each aggregating ' 167,48,95,370/- (Indian
Rupees One Hundred and Sixty-Seven Crore Forty-Eight
Lakhs Ninety-Five Thousand Three Hundred and Seventy
only) and 9,50,000 Preference Shares of face value ' 10 (Ten)
each aggregating ' 95,00,000/- (Indian Rupees Ninety-Five
Lakh only). Details of the capital structure of the Company
is provided in standalone financial statement forming part of
this Annual Report.

Changes in the share capital of the Company during the year
under review, as well as those occurring between the end
of the financial year 2024-25 and the date of this Board's
Report, are as under:

A. ISSUE AND CONVERSION OF CCDs INTO EQUITY:

The Company had availed following unsecured loans:

1. ' 410 Crore from Mr. Parag M. Munot - Managing
Director & Promoter of the Company;

2. ' 955 Crore from Kalpataru Constructions Private
Limited; and

3. ' 85 Crore from Ixora Properties Private Limited.

(hereinafter Mr. Parag M. Munot be referred to as
"Promoter", Kalpataru Constructions Private Limited
and Ixora Properties Private Limited collectively be
referred to as the "Promoter Group Entities")

Pursuant to the approval received from Promoter and
Promoter Group Entities, the Board at its meeting held
on August 2, 2024 approved the proposal to convert loans
obtained from Promoter and Promoter Group Entities
aggregating up to ' 1,440 Crore ("Promoter Group
Loans") into Compulsorily Convertible Debentures
having face value of ' 100/- (Rupees One Hundred Only)
each of the Company ("CCDs"), in one or more tranches,
subject to requisite approvals and in compliance with the
provisions of the Act.

Considering, the proposal to be in the best interests of
the Company, the members of the Company, at their EGM
held on August 12, 2024, approved the above proposal
to convert the Promoter Group Loans into CCDs.
Subsequently, the Board, at its meeting held on the same
day, allotted CCDs to Promoter and the Promoter Group
Entities, as detailed below.

As the Company was in process of IPO, to comply with
provisions of Regulation 5 of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 ("ICDR"),
the Board of the Company at its meeting held on March
27, 2025 converted the CCDs, into equity shares of your
Company, by issue and allotment of 27,839,537 Equity

Shares having face value of ' 10/- each at price of '
517.25 (including a premium of ' 507.25) per share, at fair
market value, as determined and certified by a registered
valuer, as following:

The above conversion of CCDs into equity has not
only substantially improved the debt equity ratio of
your Company ahead of your Company's IPO and also
demonstrates Promoters' commitment towards value
creation and growth for all stakeholders.

B. INITIAL PUBLIC OFFER (IPO):

The Board and the Members of your Company, at their
respective meetings held in August, 2024, had approved
the proposal of issue of Equity Shares aggregating up to '
1,590 Crore ("Fresh Issue" or the "Issue") by undertaking
an initial public offer ("IPO").

Further, the IPO Committee, in its meeting held on August 14,
2024, approved the Draft Red Herring Prospectus ("DRHP")
for the Issue and thereafter, the same was filed with the
SEBI, BSE Limited ("BSE") and National Stock Exchange
Limited ("NSE", together with BSE be referred to as "Stock
Exchanges") on the same day.

The Company received In-principle approvals from both
Stock Exchanges on October 09, 2024. Further, SEBI vide its
observation cum approval letter dated November 22, 2024
approved the DRHP.

Subsequently, your Company filed its Red Herring Prospectus
("RHP") with SEBI and Registrar of Companies - Mumbai on
June 18, 2025.

The Issue was open for subscription from June 24, 2025
to June 26, 2025. Pursuant to the IPO the Company issued
and allotted 3,82,21,164 equity shares to the public under
various Categories at price of ' 414/- per share and 2,03,292
equity shares to employees of the Company at price of '
376/- per equity share (post discount for eligible employees),
respectively, on June 28, 2025.

Your Company's IPO received an overwhelming response
and was oversubscribed, reflecting investors' trust in the
Company and their appetite for the issue.

The Board of your Company feels gratified and humbled by
the trust and faith shown in the Company by all the investors,
market participants and other stakeholders.

Your Company received listing and trading approvals from
both Stock Exchanges on June 30, 2025 and the equity shares
were listed on both Stock Exchanges on July 1, 2025.

As on date of this Report, the paid-up share capital of your
Company is ' 206,86,39,930/- (Indian Rupees Two Hundred
and Six Crore Eighty-Six Lakhs Thirty Nine Thousand
Nine Hundred and Thirty only) consisting of 20,59,13,993
Equity Shares of face value ' 10 (Ten) each aggregating '
205,91,39,930/- (Indian Rupees Two Hundred and Five Crore
Ninety-One Lakhs Thirty Nine Thousand Nine Hundred and
Thirty only) and 9,50,000 Preference Shares of face value ' 10
(Ten) each aggregating ' 95,00,000/- (Indian Rupees Ninety
Five Lakh only).

MATERIAL CHANGES AFFECTING
FINANCIAL POSITION:

Your Company has undertaken an IPO and have raised
' 1,590 Crore. The proceeds of the IPO are being utilized,
in accordance with the objects of the issue as specified in
Prospectus, including repayment/pre-payment, in full or in
part, of certain borrowings availed by your Company and its
subsidiaries, as provided below:

Equity raised from IPO and debt repayments have resulted
into substantial improvement in debt-to-equity ratio, thereby
further improving the capital structure of your Company.
The reduced interest obligations are also expected to
positively impact profitability and cash flows in the coming
years, providing greater flexibility for funding future growth
initiatives.

Except as above, there are no material changes and
commitments, affecting the financial position of your
Company which has occurred between end of financial year
2024-25 and the date of Board's Report.

DIVIDEND:

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

POLICY ON DIVIDEND DISTRIBUTION

In terms of Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Board of your Company has framed
and adopted Policy on Dividend Distribution. The same is
available on the website of your Company at https://www.
kalpataru.com/uploads/1744718830.pdf.

INTERNAL FINANCIAL CONTROL
MECHANISM AND ADEQUACY

Your Company has a well-established internal financial
control mechanism to ensure effective governance, risk
management, compliance, and safeguarding of assets. The
detailed note on your Company's internal control mechanism
comprising of policies, procedures & practices, SOPs and
Board oversight is provided in the Management Discussion
and Analysis Report forming part of this Annual Report.

BOARD OF DIRECTORS:

As on March 31, 2025, the Board comprised of 8 (Eight)
Directors, including 2 (Two) Executive Directors (1 (One)
Managing Director (Promoter) and 1 (One) Executive Director)
and 6 (Six) Non-Executive Directors, comprising of the
Non-Executive Chairman (Promoter), 1 (One) Non-Promoter
Non-Executive Director, and 4 (Four) Independent Directors,
including 1 (One) Woman Independent Director, as under:

The Board of your Company met 10 (Ten) times during the
financial year 2024-25.

For detailed profiles of the Directors, along with the details
of Board meetings and attendance of Directors, please refer
to the 'Report on Corporate Governance' forming part of this
Report.

Your Company has received declaration of Independence
from all the Independent Directors of the Company, namely,
Mr. Narayan K. Seshadri, Ms. Anjali Seth, Mr. Sunil R.
Chandiramani and Mr. Satish R. Bhujbal confirming that they
meet criteria of independence as provided under Section
149(6) of the Act and Regulation 16(1) of Listing Regulations,
respectively.

Your Board is satisfied with integrity, expertise and experience
(including the proficiency) of the Independent Directors of
your Company.

During the year under review, following changes have
occurred in the Board of Directors of your Company:

APPOINTMENT / RE-APPOINTMENT OF
DIRECTORS:

A. MR. PARAG M. MUNOT - MANAGING DIRECTOR:

Mr. Parag M. Munot (DIN: 00136337) was appointed as
the Managing Director of your Company for a period of
5 (five) years commencing from September 1, 2020 till
August 31, 2025.

Taking into consideration future growth plans of your
Company including Company's IPO and to ensure
continuity in strategic navigation of the Company,
Nomination and Remuneration Committee ("NRC”) at
its meeting held on December 24, 2024, recommended
the re-appointment of Mr. Munot as Managing Director
of the Company.

Based on the above recommendation, the Board in its
meeting held on December 24, 2024, has re-appointed
Mr. Parag M. Munot as the Managing Director of your
Company for a further term of 5 (five) years with effect
from September 1, 2025. Subsequently, the members
of the Company at their Extraordinary General Meeting
("EGM”) held on December 30, 2024 approved the
appointment of Mr. Parag M. Munot as the Managing
Director of the Company for the said term and
remuneration for a period of 3 years.

B. MR. NARAYAN K. SESHADRI - INDEPENDENT
DIRECTOR:

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

C. MR. NARENDRA KUMAR LODHA - EXECUTIVE
DIRECTOR:

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

D. MR. SUNIL R. CHANDIRAMANI - INDEPENDENT
DIRECTOR

Based on the recommendation of NRC, the Board, at
its meeting held on December 24, 2024, appointed Mr.
Sunil R. Chandiramani (DIN: 00524035), as an Additional
Independent Director of the Company for a term of 5
(Five) years commencing from December 24, 2024 upto
December 23, 2029 (both days inclusive). Subsequently,
the members of the Company at their EGM held on
December 30, 2024 approved the appointment of Mr.
Sunil R. Chandiramani as an Independent Director of the
Company for the said term.

E. MR. SATISH R. BHUJBAL - INDEPENDENT
DIRECTOR

Based on the recommendation of NRC, the Board, at its
meeting held on January 24, 2025, appointed Mr. Satish
R. Bhujbal (DIN: 01297845), as an Additional Independent
Director of the Company for a term of 3 (Three) years
commencing from January 24, 2025 to January 23,
2028 (both days inclusive). Subsequently, the members
of the Company at their EGM held on January 25, 2025
approved the appointment of Mr. Satish R. Bhujbal as an
Independent Director of the Company for the said term.

RETIREMENT OF DIRECTORS:

Mr. Om Parkash Gahrotra and Mr. Dhananjay N. Mungale
retired from the Board, upon completion of their respective
terms as Independent Directors of the Company, from end of
business hours on September 29, 2024. Your Board places
its heartfelt appreciation for invaluable contribution made by
Mr. Om Parkash Gahrotra and Mr. Dhananjay Mungale during
their tenure as Independent Directors of the Company.

RETIREMENT BY ROTATION:

Mr. Mofatraj P. Munot (DIN: 00046905), Non-Executive
Director of the Company, who has already attained the age
of 75 years, retires by rotation at the ensuing Annual General
Meeting ("AGM”) and being eligible, has offered himself for
re-appointment in accordance with the provisions of Section
152(6) of the Act read with Regulation 17 (1A) of the Listing
Regulations. His re-appointment has been proposed to the
members of the Company, to be approved by way of passing
a special resolution, at the ensuing Annual General Meeting
of your Company.

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

Brief resume and other related information for the proposed
appointments / re-appointments, as stipulated under the
Secretarial Standards issued by the Institute of Company
Secretaries of India and Listing Regulations have been
appended as an Annexure to the Notice of the ensuing AGM.

BOARD COMMITTEES:

In accordance with the applicable provisions of the Act and
Chapter IV of the Listing Regulations, the Board of your

Company has constituted the following Committees to
facilitate focused oversight and effective discharge of its
responsibilities:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders' Relationship Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee.

Apart from above, the Board of your Company has also
constituted IPO committee to carry out the activities in
relation to the IPO of the Company.

These Committees operate under terms of reference defined
by the Board and play a crucial role in supporting the Board
in areas requiring specialised and independent attention.

The details of composition of the Committees, including
changes therein, their terms of reference along with their
meetings held during financial year 2024-25 and attendence
details of members, are provided in the 'Report on Corporate
Governance' forming part of this Report.

During financial year 2024-25, all recommendations made by
the Committees were accepted by the Board.

BOARD EVALUATION:

The criteria and manner of evaluation of the annual
performance of individual Directors, including the Chairman
of the Company, Independent Directors, the Board and
Committees is provided in the Report on Corporate
Governance forming part of this Report.

FAMILIARISATION PROGRAMME:

In compliance with Regulation 25(7) of the Listing Regulations,
your Company has framed a Familiarisation Programme for
the Independent Directors.

The objective of this programme is to familiarise Independent
Directors with the Company, its business and operations,
business environment, and sectoral landscape and to
apprise them of their roles, rights, responsibilities, and key
statutory obligations under applicable laws, and enabling
the Independent Directors to make well-informed and timely
decisions.

During the year under review, your Company has convened
sessions for the newly appointed Independent Directors, to
familiarize them with Company's history, business model and
operations, Management Structure, governance framework,
policies, etc.

The Familiarisation Programme is available on the
website of the Company at https://www.kalpataru.com/
uploads/1750843899 685bc1fb259e9.pdf.

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:

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 March 31, 2025, 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 profit 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 March 31,2025 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.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 read with schedule V of the Listing
Regulations, Management Discussion and Analysis Report,
outlining the business and operations of your Company,
forms part of this Annual Report.

CORPORATE GOVERNANCE

The principles of Corporate Governance form an integral
part of the philosophy and values of your Company. Your
Company's quest towards achieving governance excellence
showcases its commitment towards promoting transparency,
ethics, and responsibility towards all stakeholders.

The Report on Corporate Governance, as per Regulation
34 read with schedule V of the Listing Regulations, forms
part of this Report as Annexure I. The Report on Corporate
Governance also contains certain disclosures required

under the Companies Act, 2013 (the "Act”) and rules made
thereunder, for the year under review.

CORPORATE SOCIAL RESPONSIBILITY
(‘CSR')

Your Company is conscious of its responsibility towards the
society and has always firmly believed in giving back to the
community. Resonating with its core values, your Company
has formulated the CSR Policy which focuses on initiatives
aimed at promoting health care including preventive health
care and sanitation, promoting education and employment,
enhancing vocation skills, advancing women empowerment,
ensuring environmental sustainability and preserving
heritage and culture.

The Board of your Company has constiituted a CSR
Committee to discharge its duties and obligations under
Section 135 of the Act. The details of composition of the
CSR Committee, including changes therein, along with their
meetings held during financial year 2024-25 and attendence
details of members, are provided in the 'Report on Corporate
Governance' forming part of this Report.

In terms of Section 134 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the
annual report on the Corporate Social Responsibility
activities undertaken by your the Company forms part of this
Report as Annexure II.

The CSR Policy is available on website of your Company at
https://www.kalpataru.com/uploads/1744718387.pdf.

AUDITORS AND AUDIT REPORTS:

STATUTORY AUDITOR:

KKC & Associates LLP - Chartered Accountants, Mumbai
(ICAI Registration No. 105146W/W100621) (formerly known
as 'Khimji Kunverji & Co LLP') ("Statutory Auditor"), were
appointed as Statutory Auditor of your Company, for a term of
5 (Five) consecutive years to audit accounts of the Company
for financial year 2023 to 2027.

The Company has not received any communication from
the Statutory Auditor indicating any disqualification from
continuing as Statutory Auditor of your Company under
section 141(3) of the Act.

The report issued by Statutory Auditor on the standalone
and consolidated Financial Statements of the Company for
the financial year ended March 31, 2025, having unmodified
opinion of the Statutory Auditor, forms part of this Annual
Report. The report does not contain any qualification,
observations, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITOR:

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, a
Peer Reviewed Practicing Company Secretary (Membership
No. A16471 and COP No.8770), Mumbai as Secretarial
Auditor of the Company to conduct the audit of secretarial
records of your Company for FY 2024-25.

The Secretarial Audit Report, issued by the Secretarial
Auditor, for the financial year ended on March 31, 2025 does
not contain any adverse observation, remark, qualification or
disclaimer. The Secretarial Audit Report forms part of this
Report as "Annexure IN”.

Further, in terms with Regulation 24A of the Listing
Regulations, your Board recommends appointment of Mr.
Yogesh Singhvi, Practicing Company Secretary, as Secretarial
Auditor of your Company, for a term of 5 (Five) consecutive
years to audit the secretarial records of the Company for
Financial Year's 2026 to 2030.

COST AUDITOR:

In terms of Section 148 of the Act, read with Rule 3 and 4
of Companies (Cost Records and Audit) Rules, 2014, your
Company is required to maintain cost records and have the
same audited by a qualified Cost Accountant.

Pursuant to recommendation of the Audit Committee, your
Board at its meeting held on June 6, 2025 has appointed M/s.
V. B. Prabhudesai & Co. - Practicing Cost Accountants (Firm
Registration No. 100139), as Cost Auditor of your Company,
to conduct the audit of cost records of the Company for
financial year 2025-26.

In terms of the provisions of Section 148(3) of the Act, read
with Rule 14 of Companies (Audit and Auditors) Rules, 2014,
the remuneration payable to the Cost Auditor, as approved
by the Board, is required to be ratified by the members of
the Company at the ensuing AGM. The resolution seeking
ratification of said remuneration, along with relevant
details, forms part of the notice convening the ensuing AGM
accompanying this Annual Report.

INTERNAL AUDITOR:

The Internal Audit function of your Company is led by a team
of highly skilled professionals and is effectively supported
by reputed independent professional firms. This function
plays a critical role in strengthening the Company's internal
control framework.

Internal audits are conducted in accordance with the audit
plan approved by the Audit Committee, which defines the
scope and coverage of the audit. The Internal Audit team
makes quarterly presentations to the Audit Committee,
highlighting potential risks, exceptions identified, and
corresponding mitigation plans.

During the year under review, the Internal Auditor did not

identify any major risks or areas of concern that could
have a significant impact on the business operations of the
Company.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, none of the Auditors have
reported any instance of frauds committed in the Company
by its officers or employees required to be reported to the
Audit Committee or to the Central Government under Section
143(12) of the Act, details of which needs to be mentioned in
this Report.

RISK MANAGEMENT:

An effective risk management system is integral to achieving
our strategic objectives and safeguarding stakeholder
value of any organization. Accordingly, in accordance with
Regulation 21 of the Listing Regulations, your Company
has constituted a Risk Management Committee ("RMC”)
comprising of a proper balance of members of the Board and
senior management.

A detailed note on your Company's risk management
mechanism, comprising of policies, procedures & practices,
SOPs and oversight, is provided in the Management
Discussion and Analysis Report forming part of this Annual
Report.

The Risk Management Policy of your Company is available on
its website and can be accessed at https://www.kalpataru.
com/uploads/1750324030 6853d33e8608c.pdf.

EMPLOYEES:

PARTICULARS OF EMPLOYEES:

In terms of Section 197(12) of the Act read with regulation
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 ("Appointment and
Remuneration Rules"), the ratios of the remuneration
of each director to the median employees' remuneration
and other related details are annexed to this Report as
"Annexure IV".

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

As per second proviso to Section 136(1) of the Act, this Annual
Report is being sent to the Members excluding the above
statement under Rule 5(2) and (3) of the Appointment and

Remuneration Rules. Any Member interested in obtaining
a copy thereof, may email to the Company Secretary &
Compliance Officer at investor.cs@kalpataru.com.

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

In terms with Section 178 of the Act read with Regulation
19 of Listing Regulations, your Company has formulated a
Nomination and Remuneration Policy, which provides for the
framework for nomination of Directors, KMPs and senior
management personnel and their remuneration.

The objects of the Nomination and Remuneration Policy is
to provide criteria for appointment, re-appointment, removal
of directors, KMP and member of senior management and
also to set a standard for compensation, that is performance
driven, structured to retain and motivate the Directors &
employees, recognize merit, and promote excellence that
creates competitive edge for the Company in long run.

The Nomination and Remuneration Policy also provides for
criteria for Identifying, determining qualifications, positive
attributes and independence of a Director.

The Nomination and Remuneration Policy is available at
the website of the Company at https://www.kalpataru.com/
uploads/1750843880 685bc1e8b8f39.pdf.

EMPLOYEES STOCK OPTION SCHEMES:

With the objective of rewarding employees for their
continued association and performance, fostering a culture
of ownership, and aligning employee growth with the
Company's growth and based on the recommendation of
NRC, your Board at its meeting held on August 2, 2024 have
approved the Kalpataru Limited Employees Stock Option
Scheme 2024 ("ESOS 2024"/ "Scheme”). The Scheme was
unanimously approved by the members of the Company at
their extraordinary general meeting held on August 3, 2024.

The Scheme is being administered by the Company directly
under the directions of NRC. The NRC in its meeting held
on June 6, 2025 has granted a total of 15,94,100 (Fifteen
Lakh Ninety-Four Thousand One Hundred) employee stock
options ("Options") under ESOS 2024. These options were
issued at an exercise price of ' 306/- (Indian Rupees Three
Hundred and Six only) per share and will vest at the end of
next 4 (Four) years with 25% options getting vested in each
tranche.

Subsequently, the Company successfully completed its IPO,
listing its shares on July 1, 2025 on the Stock Exchanges,
therefore, in accordance with Regulation 12(1) of SBEB
Regulations and other applicable laws, the Scheme was
proposed to the Members of the Company for their approval,
vide Postal Ballot Notice dated July 16, 2025. The Scheme
has been approved by the Members of the Company by
way of passing a Special Resolution on August 30, 2025.
Voting result of the postal ballot was announced on
September 2, 2025.

The disclosure on the Scheme, required in terms of the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, is annexed to this Report as Annexure V.
The Scheme is also available at the website of your Company
at https://www.kalpataru.com/investor-corner.

EMPLOYEES:

As on March 31, 2025, your Company had 130 employees, as
detailed below:

Male: 103
Female: 27
Transgender: 0

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

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 and an Internal Complaints Committee ('ICC')
has been constituted to inquire into complaints of sexual
harassment and recommend or take appropriate action,
thereon.

Details of complaints reported to the ICC, during the year
under review, are as below:

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

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

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

DISCLOSURE UNDER THE MATERNITY
BENEFIT ACT, 1961:

Your Company understands that pregnancy and motherhood
are among the most significant phases in a woman's life and
is committed to support our female employees during their
maternity phase by helping them integrate their personal
and professional commitments, effectively.

With an objective of ensuring the health, well-being,
and financial security of our women employees while

safeguarding their career continuity, your Company provides
following maternity benefits, in accordance with the
provisions of the Maternity Benefit Act, 1961, to all women
employees (including regular retainers) who have been in
Company's employment for at least 80 (Eighty) days in 12
(Twelve) months immediately preceding the expected date of
delivery:

1. Women employees are entitled to 26 (Twenty Six) weeks
of paid maternity leave for their first two children, with
a maximum of 8 (Eight) weeks available prior to the
expected date of delivery. For employees who already
have two or more children, the entitlement is 12 (Twelve)
weeks of maternity leave, comprising 6 (Six) weeks before
and 6 (Six) weeks after the expected date of delivery.

2. Women employees who legally adopt a child below
the age of three months, as well as to commissioning
mothers (a biological mother who uses her egg to create
an embryo implanted in another woman), are entitled to
12 (Twelve) weeks of maternity leave, calculated from
the date the child is handed over to the adopting or
commissioning mother.

3. In the event of a miscarriage or medical termination of
pregnancy during maternity leave, women employees
are entitled to an additional 6 (Six) weeks of leave, which
may be availed as needed.

4. In the event of a miscarriage occurring during pregnancy
and before availing maternity leave, woman employees
are entitled to 1 (One) week of miscarriage leave following
the incident.

5. Creche facility is available for women employees.

During the year under review, the Company has been fully
compliant with all applicable provisions of the Maternity
Benefit Act, 1961.

WHISTLE BLOWER POLICY

In terms with Section 177(9) and (10) of the Act read with
Regulation 22 of the Listing Regulations, your Company
has framed a Whistle Blower Policy ("WBP"), for all of its
Directors and other stakeholders to report concerns about
unethical behavior, actual or suspected fraud or violation of
the Company's Code of Conduct. The details of the Whistle
Blower Policy and mechanism are provided in the Report on
Corporate Governance forming part of this Report.

The Whistle Blower Policy is also available on the
website of the Company at https://www.kalpataru.com/
uploads/1750943492 685d4704a1d74.pdf.

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. 38
of the standalone Financial Statements, forming part of this
Annual Report.

ANNUAL RETURN:

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

RELATED PARTY TRANSACTIONS:

During the year under review, all the transactions entered
by your Company with any related party, falling within the
purview of Section 188(1) under the Act, were undertaken
in the ordinary course of business and on arm's length
basis. Accordingly, the disclosure of such transactions in
Form AOC-2, pursuant to Section 134(3)(h) of the Act, is not
applicable.

Your Company has obtained prior specific approval, wherever
required, and omnibus approval for all related party
transactions of repetitive nature, entered in the ordinary
course of business and are at an arm's length basis.

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

The disclosures in relation to the transactions with Related
Parties pursuant to IND AS 24 are provided in Note No. 32
of the Standalone Financial Statements forming part of this
Annual Report.

The "Policy on dealing with Related Party Transactions" of
your Company is available on its website at https://www.
kalpataru.com/uploads/1750324010 6853d32a7bfe2.pdf.

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

The details of initiatives undertaken by your Company with
respect to conservation of energy, technology absorption
and foreign exchange earnings and outgo, as required
under Section 134(3)(m) of the Act read with the Companies
(Accounts) Rules, 2014 are provided in Annexure VI forming
part of this Report.

MERGERS AND AMALGAMATIONS:

a) KPPL Scheme:

Your Board, at its meeting held on January 22, 2024, has
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.

The Scheme is currently pending for approval of National
Company Law Tribunal, Mumbai.

b) KRPL Scheme:

Your Board, at its meeting held on June 27, 2024, has
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.

The Scheme is currently pending for approval of National
Company Law Tribunal, Mumbai.

SECRETARIAL STANDARDS (SS):

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

DISCLOSURE OF PROCEEDINGS UNDER
THE INSOLVENCY AND BANKRUPTCY CODE,
2016:

As on date of this Report, there were no proceedings, either
filed by the Company or against the Company, pending before

the Hon'ble National Company Law Tribunal or any other
Courts or authority, under the Insolvency and Bankruptcy
Code, 2016.

MATERIAL ORDERS:

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.

OTHER DISCLOSURES:

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

a) there has been no change in the nature of the business of
your Company.

b) your Company has not accepted any deposit from public,
within the meaning of Section 73 of the Act.

c) your Company was not required to transfer any amount
to Investor Education and Protection Fund.

d) there were no instances of one-time settlement with any
Bank or Financial Institution.

DISCLAIMER

In accordance with the provisions of the Real Estate
(Regulation and Development) Act, 2016 ("RERA Act") and
the rules made thereunder, your Company shall register all
of its forthcoming projects with the Real Estate Regulatory
Authority ("RERA”), having appropriate jurisdiction. Until
such registration, none of the images, materials, projections,
details, descriptions, or any other information presented in
this Annual Report shall be construed as advertisements,
solicitations, marketing materials, offers for sale, invitations
to offer, or invitations to acquire, within the meaning or scope
of RERA.

ACKNOWLEDGEMENTS

The Board places on record its deep sense of appreciation for
the committed services by all the employees of the Company.
The Board would also like to express its sincere appreciation
for the assistance and co-operation received from the
financial institutions, banks, government and regulatory
authorities, stock exchanges, customers, vendors, members,
debenture holders and debenture trustee.

We look forward to their continued support in future.

FOR AND ON BEHALF OF THE BOARD

Mofatraj P. Munot

Date: September 2, 2025 Chairman

Place: Mumbai (DIN: 00046905)