The Board of Directors are pleased to present the 15th Annual Report on the business and operation of the Company together with Audited Financial Statements for the year ended March 31, 2023 (FY 2022-23).

1. Financial Performance:

The Audited Financial Statements of the Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations') and the provisions of the Companies Act, 2013 ('Act').

The summarised financial highlight is depicted below:

(Previous period/year figures have been re-grouped/re-classified wherever required) Further, there has been no change in nature of business of your Company.

2. Performance Highlights:

Consolidated:

Total revenue of the Company for the financial year 2022-23 stood at Rs. 64,703.47 lakhs as against Rs. 23,151.69 lakhs for the financial year 2021-22, showing an increase of 180%.

EBITDA for the financial year 2022-23 stood at Rs. 21,173.77 lakhs as against Rs. 11,046.81 lakhs for the financial year 2021-22, showing an increase of 92%.

Profit after tax for the financial year 2022-23 stood at Rs. 10,962.79 lakhs as against Rs. 4,324.53 lakhs for the financial year 2021-22 showing an increase of 154%.

Standalone:

Total revenue of the Company for the financial year 2022-23 stood at Rs. 49,075.79 lakhs as against Rs. 22,050.34 lakhs for the financial year 2021-22, showing an increase of 123%.

EBITDA for the financial year 2022-23 stood at Rs. 15,695.31 lakhs as against Rs. 10,776.68 lakhs for the financial year 2021-22, showing an increase of 46%.

Profit after tax for the financial year 2022-23 stood at Rs. 7,839.36 lakhs as against Rs. 4,461.70 lakhs for the financial year 2021-22 showing an increase of 76%.

3. Dividend and Reserves:

During the year under review, the Board of Directors of the Company has declared an interim dividend

of Rs. 2.10 (21%), Re. 0.30 (3%), Re. 0.25 (2.50%) and Re. 0.20 (2%) aggregating to Rs. 2.85/- (28.50%) per

equity share having a face value of Rs. 10/- each on the paid-up equity share capital of the Company. Further, the company has not declared/recommended final dividend for the financial year 2022-23.

The company has transferred the whole amount of Profit to reserve and surplus account as per annexed audited Balance sheet for the year ended March 31, 2023.

4. issuance of Bonus Equity Shares and corresponding change in Authorized and Paid up Share Capital:

During the year under review, pursuant to the shareholders' approval received by way of postal ballot dated January 9, 2023, In order to facilitate the issue of bonus equity shares and for meeting future requirements, the Company has increase the authorised share capital of the Company from Rs.

20.00. 00.000/- (Rupees Twenty Crores) divided into

2.00. 00.000 (Two Crores) Equity Shares of Rs. 10/-(Rupees Ten) each to Rs. 40,00,00,000/- (Rupees Forty Crores) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- (Rupees Ten) each by creation of additional 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten) each ranking pari passu with the existing Equity Shares.

During the year under review, in order to encourage the shareholders' continued support, the Board has allotted 1,80,67,000 equity shares having face value of Rs. 10/- each as bonus equity shares, in the ratio of One (1) equity share having face value of Rs. 10/-each for every One (1) existing equity share having face value of Rs. 10/- each in the meeting of January 19, 2023. The issue of Bonus Shares has been approved by the members of the Company by way of postal ballot on January 9, 2023.

• Authorised Share Capital:

The Authorised Share Capital of the company as on March 31, 2023 is Rs. 40,00,00,000/- (Rupees Forty Crores only) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- (Rupees ten only) each.

• Paid up Share Capital:

The paid up Share Capital of the company as on March 31, 2023 is Rs. 36,13,40,000/- (Rupees Thirty-Six Crores Thirteen Lakhs Forty Thousand only) divided into 3,61,34,000 (Three Crore Sixty-One Lakhs Thirteen Four Thousand) Equity Shares of Rs. 10/- (Rupees ten only) each.

5. Amount of Unpaid/Unclaimed dividend transfer to unpaid dividend account of the Company:

During the financial year 2022-23, Company has transferred an amount of Rs. 5,90,529/- against the unpaid/unclaimed dividend to the Unpaid Dividend Account. The Statement of unpaid / unclaimed dividends as on March 31, 2023 is uploaded on the Company's website www.kpigreenenergy.com.

No funds were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

6. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

b. Mrs. Shabana Virender Bajari was appointed as Interim Chief Financial Officer and Key Managerial Personnel (KMP) of the company w.e.f. September 28, 2022.

c. Mr. Shanker Baheria (DIN: 09787133) was appointed as an Additional Non-Executive Independent Director in the Board Meeting held on November 30, 2022 and has been regularized as Director (Non-Executive Independent) by way of Postal Ballot on January 9, 2023.

d. Mrs. Shabana Virender Bajari has resigned from the post of Interim Chief Financial Officer and Key Managerial Personnel (KMP) of the company w.e.f. January 19, 2023.

e. Mr. Salim Suleman Yahoo has been appointed as Chief Financial Officer and Key Managerial Personnel (KMP) of the company w.e.f. January 19, 2023.

f. Mr. Mohamed Hanif Mohamed Habib Dalchawal (DIN: 08042299) has been reappointed as an Independent Director of the Company for the Second term of a period of five years in 14th Annual General Meeting held on September 29, 2022.

g. Mr. Farukbhai Gulambhai Patel (DIN: 00414045) has been re-appointed as Managing Director (designated as the 'Chairman and Managing Director') of the Company for a period of five years in 14th Annual General Meeting held on September 29, 2022.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

As on the date of this report, pursuant to the recommendation of Nomination and Remuneration Committee, Mr. Afzal Harunbhai Malkani was appointed as an Additional Director (Non-Executive Non-Independent) by the Board of Directors on August 11, 2023. The regularization of Mr. Afzal Harunbhai Malkani as Non-Executive Non-Independent Director will be placed before the shareholders at the ensuing Annual General Meeting of the Company.

• Key Managerial Personnel:

The following are the Key Managerial Personnel of

the Company pursuant to Section 2(51) and 203 of

the Companies Act, 2013 as on March 31, 2023:

1. Mr. Farukbhai Gulambhai Patel, Chairman & Managing Director

2. Mr. Mohmed Sohil Yusufbhai Dabhoya, Whole Time Director

3. Mr. Salim Suleman Yahoo, Chief Financial Officer (Appointed w.e.f. January 19, 2023)

4. Ms. Rajvi Upadhyay, Company Secretary & Compliance Officer

12. Declaration by an Independent Director(s):

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, the Company has received declarations from the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company's code of conduct.

13. Board evaluation:

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the NonIndependent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

During the year under review, the Company has also conducted two programs for familiarization of the Independent Directors on different aspects.

14. Meetings of Board of Directors:

The Board of Directors met 16 (Sixteen) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

15. Independent Directors and their Meeting:

The Independent Directors met on March 30, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

16. Committees of the Board of Directors:

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.

17. Subsidiaries, Joint Ventures and Associate companies:

As on March 31, 2023, the company has two (2) wholly owned subsidiaries. As on March 31, 2023, the Company does not have any Associate and/or Joint Venture Companies.

The list of Subsidiaries and associates of the company as on March 31, 2023, is forming a part of Board's Report and the details under section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 regarding the performance and financial position of each of the Subsidiaries/associate companies/joint ventures of the company is provided in Form AOC-1' under ANNEXURE - C which forms part of this report.

18. Auditors and Auditor's Report:

• Statutory Auditors:

Pursuant to the provisions of Section 139 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force) read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. K A Sanghavi & Co. LLP, Chartered Accountants, bearing Firm Registration No. 0120846W/W100289, were appointed as the statutory auditor at the 13th Annual General Meeting held on September 30, 2021 for a second term of five (5) years from the conclusion of the 13th Annual General Meeting till the conclusion of 18th Annual General Meeting of the Company to be held in the year 2026. Further, they have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder.

• Statutory Auditors' observations in Audit Report:

The Audit Report submitted by statutory auditors for the financial year ended March 31, 2023 does not contain any qualifications, reservations, adverse remarks or disclaimers.

• Secretarial Auditor:

Pursuant to provision of Section 204 of the Companies Act 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s SJV & Associates, Practicing Company Secretary, as a Secretarial Auditor of the Company to conduct a Secretarial Audit for the Financial Year 2022-23 in Meeting of Board of Directors held on May 3, 2022. A Secretarial Audit Report in 'Form MR-3' issued by M/s SJV & Associates, Practicing Company Secretary has been provided in an ANNEXURE - A which forms part of this Report.

• Secretarial Auditors' observations in Secretarial Audit Report:

The Secretarial Audit Report issued by the secretarial auditors does not contain any qualifications, reservations or adverse remarks or disclaimers.

• Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s. RHA & Co., Chartered Accountant (FRN 142551W) as an Internal Auditor of the Company to conduct the internal Audit for the Financial Year 2022-23 in Meeting of Board of Directors held on May 3, 2022.

• Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013, the Company is required to maintain the cost accounts and records of the Company, accordingly, on recommendation of

the Audit Committee, the Board of Directors of the Company has appointed M/s. V.M. Patel & Associates, Cost Accountants as a Cost Auditor to prepare the Cost records and also undertake the Cost Audit for the financial year 2022-23 in the meeting of Board of Directors held on May 3, 2022. Accordingly, after considering the recommendations of Audit Committee and Board of Directors, the remuneration payable to the Cost Auditor shall be ratified by the members at the ensuing Annual General Meeting.

• Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

19. Corporate Social Responsibility (CSR):

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy and CSR Plan is available on the website of your Company at https://www.kpigreenenergy.com/ policies-disclosures.html. The Report on CSR activities is annexed as ANNEXURE - B to this report.

20. Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

21. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015, the Company being in the top 1000 listed entity required to submit the Business Responsibility and Sustainability Report for the financial year ended March 31, 2023. The Business Responsibility and Sustainability Report for the financial year ended March 31, 2023 forms a part of this Report.

22. Corporate Governance:

The Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel of your Company (Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct, is available on the website of your Company at https://www.kpigreenenergy.com/ policies-disclosures.html.

23. Internal financial control systems and their adequacy:

The Company has put in place adequate, strong and effective internal control systems with best processes commensurate with its size and scale of operations which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

24. Vigil mechanism/Whistle Blower Policy:

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy is uploaded on the website of the Company https://www.kpigreenenergy.com/ policies-disclosures.html.

During the year under review, your Company had not received any complaint under the whistle blower policy.

25. Annual Return:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2023, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be assessed using the link: https://www.kpigreenenergy.com/financials.html.

26. Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to loans, guarantees, investments or security are not applicable to the Company as

the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The details of loans, guarantees and investments made during the year under review are disclosed in the financial statements.

27. Related Party Transactions:

All transactions with related parties entered into during the financial year were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is provided as ANNEXURE - D of this Report.

The Policy on Related Party Transactions is available on the Company's website and can be assessed using the link: https://www.kpigreenenergy.com/policies-disclosures.html

28. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended is provided as Annexure - E of this Report.

29. Particulars of employees and remuneration:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2022-23. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act,

2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is annexed in ANNEXURE - F.

30. Board policies:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website of

your Company at https://www.kpiareeneneray.com/ policies-disclosures.html.

31. Policy on Directors' appointment and Remuneration:

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.kpigreenenerqv.com/ policies-disclosures.html

32. Health, Safety & Environment Policy:

The Company has recognized, health management, occupational safety and environment protection (HSE) as one of the most important elements in the organization's sustainable growth and has closely linked it to its cultural values. Company continually strives to create a safe working environment by being responsive, caring and committed to the various needs governing the security and well-being of employees. The HSE policy has been reviewed by the company and is also available on the Company's website https:// wwwÝkpiareeneneravÝCom/policies-disdosuresÝhtml

33. Prevention of sexual harassment at Workplace:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for Redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment.

34. Risk Management

During the year under review, being the top 1000 listed entities based on the market capitalization, the Board in its meeting held on May 7, 2022 has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses, if any, are systematically addressed through mitigation actions on a continual basis. The policy on Risk Management is also available on the website of the Company at https:// wwwÝkpiareeneneravÝCom/policies-disclosuresÝhtmlÝ

35. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information

and explanations received from the Company, confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. 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 the company at the end of the financial year and of the profit of the company for that period;

III. 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 the company and for preventing and detecting fraud and other irregularities;

IV. they have prepared the annual accounts on a going concern basis;

V. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

36. Secretarial Standards:

The Directors have devised proper systems and processes for complying with the requirements of applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

37. General disclosures:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

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

• Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme

• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to

which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

• Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.

• Change in the nature of business of your Company

• No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

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

• Revision of financial statements and Directors' Report of the Company

• None of the Directors of the Company has been debarred or disqualified from being appointed

or continuing as a Director by SEBI / Ministry of Corporate Affairs / Statutory Authorities.

• Neither the Managing Director nor the Wholetime Directors of the Company, receives any commission from any of its subsidiaries.

38. Acknowledgement:

The Directors wishes to express their gratitude to bankers, financial institutions, government authorities, regulatory authorities, customers and suppliers, business partners, shareholders and other stakeholders, and all others who are directly or indirectly associated with the company for their continued cooperation and support throughout the year.

The Directors also express their sincere gratitude for the committed efforts and ongoing contributions made by all KP Family members, at all levels, in order foster the Company's success and growth.