Your Directors are pleased to present the 17^th Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2026 ('FY 2025-26/FY26').

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the
relevant applicable Indian Accounting Standards ('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').

Your Company's financial performance (standalone and consolidated) for the year ended March 31, 2026, is
summarised below:

1. Previous period/year figures have been re-grouped/re-classified wherever necessary.

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

Performance Highlights:

Consolidated Financial Performance:

The Total revenue from operations of your Company
for the FY 2025-26 stood at E 1,497.09 Crores as against
E 939.05 Crores for the corresponding previous
financial year, showing an increase of 59%.

During the year, your Company generated earnings
before interest, depreciation and tax (EBIDTA) of
E 328.44 Crores compared to E 196.08 Crores in the
previous financial year, showing an increase of 68%.

Net profit for FY 2025-26 is E 181.40 Crores as compared
to E 115.33 Cr in the previous financial year, showing an
increase of 57%.

The Basic Earnings per share stood at E 27.07 on face
value of E 5/- each.

Standalone Financial Performance:

The Total revenue from operations of your Company
for the FY 2025-26 stood at E 1487.55 Crores as against
E 926.55 Crores for the corresponding previous
financial year, showing an increase of 61%.

During the year, your Company generated earnings
before interest, depreciation and tax (EBIDTA) of E
325.70 Crores as against E 191.34 Crores for previous
financial year, showing growth of 70%.

Net profit for FY 2025-26 is E 179.86 Crores as
compared to E 112.07 Crores in the previous financial
year, showing an increase of 60%.

The Basic Earnings per share stood at E 26.84 on face
value of E 5/- each.

Operational Highlights:

Strong Project Execution and Healthy Order
Pipeline:

During FY2025-26, the Company further strengthened
its execution capabilities by expanding its project
pipeline to over 2.16 GW. The Company continued
to execute utility-scale wind and wind-solar hybrid
projects across multiple states, reinforcing its position
as a leading Balance of Plant (BoP) solutions provider
in the renewable energy sector.

Major Order Wins:

Under IPP Segment:

- 100 MW ISTS-connected Wind Power Project
awarded by Solar Energy Corporation of India
Limited (SECI).

- 100 MW Wind Power Project from Gujarat Urja
Vikas Nigam Limited GUVNL.

Under EPC Segment:

- 99 MW EPC Wind Project from Inox Renewable
Solutions.

- 40.8 MW Hybrid Wind- Solar Power Project
awarded by Enerparc Energy.

- 91.4 MW Hybrid Wind- Solar Power Project awarded
by JK Paper Ltd.

Expansion of Independent Power Producer
(IPP) Business:

The Company continued to strengthen its
Independent Power Producer (IPP) portfolio, with 248.5
MW of total IPP assets, including 48.5 MW operational
and 200 MW under implementation. This expansion
is expected to enhance recurring annuity-based
revenue and improve long-term earnings stability.

Entry into Power Trading Business:

A significant strategic milestone during the year
was the receipt of a Category-V Inter-State
Electricity Trading Licence from the Central Electricity
Regulatory Commission (CERC). This licence enables
the Company to participate in pan-India electricity
markets and creates new opportunities to supply
renewable power to commercial and industrial
consumers through exchange-based and bilateral
transactions.

Investment in Technology and Operational
Excellence:

The Company continued to invest in operational
excellence through:

- Advanced in-house Wind Resource Assessment
capabilities.

- Execution of larger-capacity wind turbines.

- AI-enabled Network Operations Centre (NOC) for
predictive maintenance.

- Expansion of its Operations & Maintenance
portfolio to over 646 MW.

These initiatives improve project execution,
operational reliability, and asset performance while
enhancing customer value.

2. CREDIT RATING:

The Company's commitment to prudent financial
management, operational excellence and a strong
financial profile is reflected in the credit ratings
assigned by the credit rating agency during the
financial year 2025-26. The details of credit rating are
disclosed in the Corporate Governance Report, which
forms part of this Annual Report.

3. DIVIDEND AND RESERVES:

Dividend:

During the year under review, the Company has paid
interim dividend(s) aggregating to 65 Paisa (13%) per
equity shares having a face value of E 5/- each fully
paid-up. Further, your Directors have recommended
a final dividend of 25 paisa (5%) per equity share of
E 5/- each fully paid-up for FY 2025-26. The dividend
is subject to approval of shareholders at the ensuing
Annual General Meeting (AGM).

The total dividend for the financial year 2025-26,
including the proposed final dividend, amounts to 90
Paisa (18%) per equity share of E 5/- each fully paid-
up and would entail a total cash outflow of E 605.77
lakhs.

As per the Income-Tax Act, 1961, dividends paid or
distributed by the Company shall be taxable in the
hands of the shareholders. Accordingly, the Company
makes the payment of the dividend from time to time
after deduction of tax at source.

The aforesaid dividends are being paid by the
Company from its profits for the respective
financial years.

The dividend recommended is in accordance
with the Dividend Distribution Policy ('DD Policy')
of the Company. The DD Policy, in terms of
Regulation 43A of the SEBI Listing Regulations,
is available on the Company's website at
https://kpenergy.in/Code-and-Policies.

Transfer to Reserves:

Your Company has transferred the whole amount of
Profit to Retained Earnings account as per annexed
audited financial statement for the year ended
March 31, 2026.

4. AMOUNT OF UNPAID/UNCLAIMED
DIVIDEND TRANSFER TO UNPAID DIVIDEND
ACCOUNT OF THE COMPANY:

During the financial year 2025-26, your Company
transferred an amount of E 1,30,861.58/- against the
unpaid/unclaimed dividend to the Unpaid Dividend
Account. The Statements of unpaid/unclaimed
dividend are uploaded on the Company's website at
https://kpenergy.in/S-O-U-A-U-D.

5. SHARE CAPITAL:

Authorised Share Capital:

During the FY 2025-26, there was no change in
the authorised share capital of the Company. The
authorised share capital of your Company is E
35,00,00,000 (Rupees Thirty-Five Crores only), divided
into 7,00,00,000 (Seven Crores) equity shares of E 5/-
(Rupees Five only) each.

Paid-up Share Capital:

During the FY 2025-26, the paid-up equity share
capital of the Company increased from E 33,34,50,000
(Rupees Thirty-Three Crores Thirty-Four Lakhs Fifty
Thousand only) divided into 6,66,90,000 (Six Crores
Sixty-Six Lakhs Ninety Thousand) equity shares of E
5/- (Rupees Five only) each to E 33,79,79,205 (Rupees
Thirty-Three Crores Seventy-Nine Lakhs Seventy-
Nine Thousand Two Hundred Five only) comprising
6,75,95,841 (Six Crores Seventy Five Lakhs Ninety Five
Thousand Eight Hundred Forty One) equity shares
of E 5/- (Rupees Five only) each, consequent to
allotment of:

• 2,17,041, equity shares of E 5/- (Rupees Five only)
each upon exercise of stock option under KP
Energy Limited Employee Stock Option Plan,
2023; and

• 6,88,800, equity shares of E 5/- (Rupees Five
only) each pursuant to conversion of equivalent
number of warrants to Dr. Faruk G. Patel, Promoter
and Managing Director of the Company.

6. PUBLIC DEPOSITS:

There were no outstanding deposits within the
meaning of Section 73 and 74 of the Act read with rules
made thereunder at the end of FY26 or the previous
financial years. Your Company did not accept any
deposit during the year under review.

7. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS:

The provisions of Section 186 of the Act, with respect
to loan, guarantee, investment or security, are not
applicable to your Company, as your Company is
engaged in providing infrastructural facilities, which is
exempted under Section 186 of the Act. The details of
loans, guarantee and investments made during the
year under review, are given in the notes forming part
of the financial statements.

8. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

In terms of Section 134(3)(l) of the Act, there are no
material changes and commitments affecting the
financial position of your Company which have
occurred between the end of the financial year and
the date of this report.

9. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

As on March 31, 2026, your Company has Five (5)
subsidiary companies, One (1) associate company
and Five (5) project specific Special Purpose Vehicles
(SPVs) in form of Limited Liability Partnership as below:

- K.P Energy Mahua Windfarms Private Limited,
Subsidiary

- Wind Farm Developers Private Limited, Subsidiary

- Ungarn Renewable Energy Private Limited,
Subsidiary

- HGV DTL Transmission Projects Private Limited,
Wholly Owned Subsidiary

- KP Energy OMS Limited, Wholly Owned Subsidiary

- VG DTL Transmission Projects Private Limited,
Associate

- Mahuva Power Infra LLP, SPV

- Manar Power Infra LLP, SPV

- Belampar Power Infra LLP, SPV

- Hajipir Renewable Energy LLP, SPV

- Vanki Renewable Energy LLP, SPV

There has been no change in the nature of the
business of the subsidiary companies, associate
company and SPVs, during the year under review.

During the year under review, the following changes
have taken place in subsidiaries, associate and
project specific SPVs:

Your Company has disinvested its entire 51% stake
held in Evergreen Mahuva Windfarms Private Limited.
Pursuant to this disinvestment, Evergreen Mahuva
Windfarms Private Limited has ceased to be subsidiary
of the Company.

The performance, financial position and details as
required under section 129 of the Act for each of the
subsidiary and associate companies for the financial
year ended March 31, 2026, in the prescribed format
AOC-1, is attached as Annexure - III, which forms part
of this report.

10. MATERIAL SUBSIDIARY:

As per criteria given in Regulation 16 of the SEBI
Listing Regulations, based on financial statements
as on March 31, 2026, your Company had no unlisted
material subsidiary. Your Company has formulated
a policy for determining material subsidiaries. The
policy is available on your Company's website at:
https://kpenergy.in/Code-and-Policies.

11. ALTERATION IN THE CONSTITUTIONAL
DOCUMENT:

During the year under review, the shareholders of
the Company, vide postal ballot dated August 9,
2025, approved the following amendments to the
constitutional documents of the Company:

• alteration of the Main Object Clause of the
Memorandum of Association to incorporate
provisions relating to the trading of electricity
and to facilitate the Company's expansion into
additional opportunities within the renewable
energy sector.

• alteration to the Articles of Association of the
Company with respect to deletion of the common
seal clause.

12. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Board of Directors:

As of March 31, 2026, your Company's Board had Nine
members, consisting of three Executive Directors,
three Non-Executive and Non-Independent Directors
and three Non-Executive Independent Directors. The
Board have three Woman Directors. The details of
Board and Committee composition, and other details
are available in the Corporate Governance Report,
which forms part of this Annual Report. The Board is
of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience,
expertise, proficiency and they hold the highest
standards of integrity.

In terms of the requirement of the SEBI Listing
Regulations, the Board has identified core skills,
expertise, and competencies of the Directors in the
context of your Company's business for effective
functioning. The key skills, expertise and core
competencies of the members of the Board are
detailed in the Corporate Governance Report, which
forms part of this Annual Report.

Appointment/Cessation/Change
in Designation of Directors and Key
Managerial Personnel:

During the year under review, following changes took
place in the Directorships:

Appointment:

• Dr. Indu Rao Kaveti (DIN: 10427689) was Appointed
as an Additional Director (Non-Executive
Independent) w.e.f. September 29, 2025. Her
appointment as a Non-Executive Independent
Director was subsequently approved by the
members through postal ballot dated December
17, 2025.

• As on the date of this report, the Board of
Directors of the Company appointed Prof. Sunil
Kumar Maheshwari (DIN: 02317160) as Whole Time
Director designated as Vice Chairman with effect
from July 3, 2026. His appointment is subject
to the approval of shareholder at the ensuing
Annual General Meeting.

Re-appointment of Director(s):

• Mr. Affan Faruk Patel (DIN: 08576337) was re¬
appointed as the Whole Time Director of the
Company for a further term of five (5) years, with
effect from September 29, 2025 up to September
28, 2030, as approved by the shareholders vide
postal ballot dated August 9, 2025.

• In accordance with the provisions of Section
152 of the Act, read with rules made thereunder
and Articles of Association of your Company,
Mrs. Bhadrabala Dhimantrai Joshi, Non-Executive
Non-Independent Director (DIN: 07244587), is
liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers herself
for re-appointment.

Your Board, on recommendation of Nomination
and Remuneration Committee of your
Company, recommends the re-appointment of
Mrs. Bhadrabala Dhimantrai Joshi as Director for
your approval.

Brief details as required under Secretarial
Standard-2 and Regulation 36 of SEBI Listing
Regulations, are provided in the Notice of ensuing
Annual General Meeting.

Continuation of Directorship position:

• Pursuant to the Regulation 17(1A) of SEBI Listing
Regulations, the Shareholders of the Company
through postal ballot on August 9, 2025, approved
the continuation of directorship of Mr. Rajendra
Kundanlal Desai (DIN: 00198139) as a Non¬
Executive Independent Director of the Company,
notwithstanding that he will attain the age of 75
(Seventy-Five) years on March 27, 2026, up to the
expiry of his current term.

Cessation/Resignation:

• Mrs. Harsha Chirag Koradia (DIN: 08007668)
resigned from the position of Non-Executive
Independent Director of the Company, with effect
from July 1, 2025.

• Dr. Neethimani Karunamoorthy (DIN: 01660111)
resigned from the position of Non-Executive
Independent Director of the Company with effect
from November 11, 2025.

• As on the date of this report, Mr. Amit Khandelwal
(DIN: 09287996) resigned from the position of
Whole Time Director of the Company, with effect
from July 3, 2026.

The Board places on record its sincere
appreciation for the valuable contributions made
during his tenure on the Board of the Company.

Key Managerial Personnel (KMP):

During the year under review, there was no change in
the KMPs of your Company.

As on the date of this report, following are the KMPs of
your Company as per Sections 2(51) and 203 of the
Act:

• Dr. Faruk G. Patel, Managing Director

• Mr. Affan Faruk Patel, Whole Time Director

• Prof. Sunil Kumar Maheshwari, Whole Time Director

• Ms. Shabana Ahmed Belim, Chief Financial Officer

• Mr. Karmit Sheth, Company Secretary &
Compliance Officer

13. COMMITTEES OF THE BOARD:

The Company has constituted various statutory
committees of the Board as required under the Act,
and the SEBI Listing Regulations. As on March 31, 2026,
the Board has constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

For details like composition, number of meetings held,
attendance of shareholders, etc. of such Committees,
please refer to the Corporate Governance Report
which forms a part of this Annual Report.

14. MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met 9 (Nine) times during the
year under review. The intervening gap between the
meetings did not exceed 120 days, as prescribed
under the Act and SEBI Listing Regulations. The
details of board meetings and the attendance of the
Directors are provided in the Corporate Governance
Report, which forms part of this Annual Report.

15. INDEPENDENT DIRECTORS' MEETING:

Pursuant to the provisions of the Act and SEBI
Listing Regulations, the Independent Directors
met on March 25, 2026, without the attendance of
Non-Independent Directors and members of the
management. The Independent Directors reviewed
the performance of Non-Independent Directors,
the Committees and the Board as a whole along
with the performance of the Chairperson of
your 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 management and the
Board that is necessary for the Board to effectively
and reasonably perform their duties.

16. BOARD EVALUATION:

The Nomination and Remuneration Policy of
the Company empowers the Nomination and
Remuneration Committee (NRC) to formulate a
process for effective evaluation of the performance
of the Individual Directors, Committees of the Board,
and the Board as a whole. The exercise was carried
out through a structured evaluation process covering
various aspects of the Board's functioning such as
composition of the Board & Committees, experience
& competencies, performance of specific duties &
obligations, governance issues etc. Separate exercise
was carried out to evaluate the performance of
individual Directors including the Board Chairman who
were evaluated on parameters such as attendance,
contribution at the meetings and otherwise,
independent judgement, safeguarding of minority
shareholders interest etc.

17. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

All Independent Directors are taken through a detailed
induction and familiarisation program when they join
the Board of the Company and are regularly updated
on the Company's business, strategy, operations, and
governance.

The details of the training and familiarisation
programme are given in the Report of Corporate
Governance forming part of this Annual Report and
are also available on the Company's website at
https://kpenergy.in/Code-and-Policies.

18. DECLARATION BY AN INDEPENDENT
DIRECTOR:

Your Company has received declarations from all the
Independent Directors of your Company confirming
that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and
Regulation 16(1) (b) of the SEBI Listing Regulations
and there has been no change in the circumstances
which may affect their status as an Independent
Director. The Independent Directors have also given
declaration of compliance with Rules 6(1) and 6(2)
of the Companies (Appointment and Qualification
of Directors) Rules, 2014, with respect to their name
appearing in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.
The Independent Directors have also confirmed that
they have complied with the Company's code of
conduct.

19. POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION:

Pursuant to Section 178(3) of the Act, your Company
has framed a policy on Nomination and Remuneration
Policy of Directors, Key Managerial Personnel and
Other Employees ('Nomination, Remuneration and
Evaluation Policy') which is available on the website
of your Company at https://kpenergy.in/Code-and-
Policies. Your Company's Nomination, Remuneration
and Evaluation Policy is directed towards rewarding
performance based on review of achievements. The
Remuneration Policy is in consonance with existing
industry practice.

Board Diversity

Your Company recognizes and embraces the
importance of a diverse Board in its success. The
Board has adopted the Board Diversity Policy
which sets out the approach to the diversity
of the Board of Directors. The said Policy is
available on the website of the Company at
https://kpenergy.in/Code-and-Policies.

Succession Plan

The Company has an effective mechanism for
succession planning which focuses on orderly
succession of Directors, Key Management Personnel
and Senior Management. The Nomination and
Remuneration Committee implements this
mechanism in concurrence with the Board.

20. AUDITORS AND AUDITOR'S REPORT:

Statutory Auditors & Auditor's Report:

M/s. M A A K and Associates, Chartered Accountants
(Firm Registration No 135024W) ("MAAK"), was

appointed as Statutory Auditors of the Company at
the 12^th AGM, to hold office till the conclusion of 17^th
AGM to be held in the year 2026. The term of M/s. MAAK
and Associates as Statutory Auditors of the Company
expires at the conclusion of the ensuing 17^th AGM.

Pursuant to the provisions of the Sections 139, 142 and
other applicable provisions, if any of the Act and Rules
issued thereunder, and based on the recommendation
of the Audit Committee, the Board of Directors at their

meeting held on August 11, 2026 have approved and
recommended to the shareholders at the ensuing
17^th AGM of the Company, the appointment of MSKC
& Associates LLP, Chartered Accountants (Firm's
Registration No.: 001595S/S000168) ("MSKC"), as the
Statutory Auditors of the Company, to hold office for
a term of five consecutive years from the conclusion
of the ensuing 17^th AGM till the conclusion of 22^nd AGM
of the Company.

The Company has received written consent and
certificate of eligibility in accordance with Sections
139, 141 and other applicable provisions of the Act
and Rules issued thereunder, from MSKC. They have
confirmed to hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered
Accountants of India as required under the SEBI Listing
Regulations. Further, the MSKC has confirmed that
they are not disqualified to act as Statutory Auditor
and are eligible to hold office as Statutory Auditor of
your Company.

MAAK has expressed their unmodified opinion on the
Standalone and Consolidated Financial Statements of
the Company, for the financial year 2025-26 and their
reports do not contain any qualifications, reservations,
adverse remarks, or disclaimers.

Representatives of M/s. MAAK and Associates, Statutory
auditors of your Company attended the previous AGM
of your Company held on September 26, 2025.

Secretarial Auditor & Auditor's Report:

Pursuant to section 204 of the Act, read with the rule
made thereunder and Regulation 24A of SEBI Listing
Regulations, M/s. Chirag Shah & Associates, Practicing
Company Secretary, were appointed as a Secretarial
Auditor to undertake the Secretarial Audit of your
Company for the first term of five consecutive years
from financial year 2025-26 to financial year 2029-30.

M/s. Chirag Shah & Associates have confirmed that
they are not disqualified to continue as a Secretarial
Auditors and are eligible to hold office as Secretarial
Auditors of your Company. The Secretarial Audit Report
for the year under review is provided as Annexure-I of
this report.

Cost Auditor & Auditor's Report:

During the year under review, in accordance with
Section 148(1) of the Act, your Company has maintained
the accounts and cost records, as specified by the
Central Government. Such cost accounts and records
are subject to audit by M/s. Nanty Shah & Associates,
Cost Accountants, Cost Auditors of the Company for
FY 2025-26.

The Board of Directors of your Company, on the
recommendation made by the Audit Committee,
re-appointed M/s. Nanty Shah & Associates, Cost
Accountants, as the Cost Auditor of the Company
to conduct the audit of cost records made and
maintained by the Company of applicable products
for the financial year 2026-27. M/s. Nanty Shah &
Associates, being eligible, have consented to act as
the Cost Auditors of the Company for the financial

year 2026-27 and have confirmed that they are not
disqualified to be appointed as such.

The remuneration payable to the Cost Auditor shall
be subject to ratification by the shareholders at
the ensuing Annual General Meeting. Accordingly,
the necessary resolution for ratification of the
remuneration payable to cost auditor for the financial
year 2026-27, has been included in the Notice forming
the part of this Annual Report.

Reporting of Frauds by Auditors:

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

21. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY:

The Company has established adequate, robust, and
effective internal control systems, incorporating best
practices commensurate with its size and scale of
operations. These systems ensure that all assets are
safeguarded and protected, and that transactions
are authorised, recorded, and reported accurately.

The internal audit function covers a wide range of
operational areas and ensures compliance with
defined standards concerning the availability and
adequacy of policies and procedures. During the year,
no material weaknesses in the design or operation of
these controls were observed.

22. PARTICULARS OF EMPLOYEES AND
REMUNERATION:

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel to the median of employees' remuneration
is provided in Annexure - V of this report.

The statement containing particulars of employees,
as required under Section 197 of the Act, read with
rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this
report. However, in terms of Section 136 of the Act, the
Annual Report is being sent to the shareholders and
others entitled thereto, excluding the said annexure,
which is available for inspection by the shareholders
at the Registered Office of your Company during
business hours on working days of your Company.
If any shareholder is interested in obtaining a copy
thereof, such shareholder may write to the Company
Secretary in this regard.

23. COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961:

Your Company is committed to ensuring a safe,
supportive, and inclusive workplace for all women
employees. All eligible women employees have been
extended the benefits under the said Act, including
maternity leave, nursing breaks, and other statutory
entitlements as prescribed. Your Company has duly
complied with the provisions of the Maternity Benefits
Act, 1961, as amended from time to time. Your Company
continuously strives to maintain a work environment
that upholds the rights and well-being of its women
workforce in accordance with applicable laws.

24. EMPLOYEE STOCK OPTION PLAN:

The Company had implemented KP Energy Limited
- Employee Stock Option Plan 2023' ('KP Energy-
ESOP 2023'/'the Plan'), which was approved by the
shareholders in the 14^th Annual General Meeting
held on September 29, 2023. KP Energy-ESOP 2023
enables grant of stock options to the eligible
employees of the Company and of Group Companies
including subsidiary company(ies) and/or associate
company(ies) of the Company not exceeding
5,00,000 Shares.

The plan seeks to drive long-term performance,
retain key talent and to provide an opportunity for
the employees to participate in the growth of the
Company. The Company considers the plan as a
long-term incentive tool that would assist in aligning
employees' interest with that of the shareholders and
enable the employees not only to become co-owners,
but also to create wealth out of such ownership in
future. The Plan has been formulated in accordance
with the provisions of the Act and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 ('SEBI SBEB Regulations'). The Nomination and
Remuneration Committee ('NRC') administers the
Plan and functions as the Compensation Committee
for the purposes of SEBI SBEB Regulations.

The Shareholders of the Company, on February 2, 2024,
through Postal Ballot, approved the issuance of Bonus
equity shares in the ratio of 2:1 (Two new equity shares
for every one equity share held in the Company) and
owing to the bonus issue, the ESOP Pool was increased
to 15,00,000 (Fifteen Lakh) ESOPs.

Further NRC in its meeting dated May 31, 2025,
approved the allotment of 2,17,041 equity shares of
face value of E 5/- each (Rupees Five) to the eligible
employees pursuant to exercise of options, under KP
Energy- ESOP 2023.

As on March 31, 2026, an aggregate of 6,07,508 Options
were outstanding which constitute 0.90% of the paid-
up equity share capital of the Company as on that
date.

The details of stock options granted under the KP
Energy-ESOP 2023 Plan, along with the required
disclosures pursuant to the SEBI SBEB Regulations, and
the certificate from the Secretarial Auditor confirming
compliance with Regulation 13 of SBEB Regulations,
are available on the Company's website at https://
kpenergy.in/Employee-Stock-Option-Plan-Disclosure.
The certificate will also be available for electronic
inspection by the members during the Annual General
Meeting.

The KP Energy-ESOP 2023 Plan is being implemented
in accordance with the provisions of the Act and the
SEBI SBEB Regulations, and is also available on the
Company's website athttps://kpenergy.in/kpedata/
assets/uploads/KP%20Energy ESOP%202023.pdf.

25. 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://kpenergy.in/Code-and-Policies.

26. 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. Your 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 is also available on the
Company's website at https://kpenergy.in/Code-
and-Policies.

27. CYBER SECURITY:

In view of increased cyberattack scenarios, the
Company has taken significant strides to bolster its
cybersecurity posture. We periodically review and
enhance our processes and technology controls
to align with the evolving threat landscape. The
Company's technology environment is enabled with
security monitoring at various layers starting from
end user machines to network, application and the
data. These measures ensure a resilient technology
environment, safeguarding our digital assets and
maintaining the integrity and confidentiality of our
information. The Policy on Cyber Security and Data
Privacy is available on the Company's website at
https://kpenergy.in/Code-and-Policies.

During the year under review, your Company did not
face any incidents or breaches or loss due to data
breach in Cyber Security.

28. CODE FOR PREVENTION OF INSIDER
TRADING:

Your Company has adopted a Code of Conduct
('Code') to regulate, monitor and report trading in
Company's shares by Company's designated persons
and their immediate relatives as per the requirements
under the Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015.
The Code, inter alia, lays down the procedures to be
followed by designated persons while trading/dealing
in Company's shares and sharing Unpublished Price
Sensitive Information ("UPSI"). The Code covers
Company's obligation to maintain a digital database,
mechanism for prevention of insider trading and
handling of UPSI, and the process to familiarize with
the sensitivity of UPSI. Further, it also includes code
for practices and procedures for fair disclosure of
unpublished price sensitive information which has
been made available on the Company's website at
https://kpenergy.in/Code-and-Policies.

29. 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 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 at
https://kpenergy.in/Code-and-Policies.

During the year under review, no complaint was
reported under the whistle blower policy.

30. CORPORATE SOCIAL RESPONSIBILITY
(CSR):

The Company is committed to conducting its business
in a socially responsible and sustainable manner.
Through its Corporate Social Responsibility ("CSR")
initiatives, the Company endeavors to contribute
towards the socio-economic development of the
communities in which it operates, in accordance with
the provisions of Section 135 of the Companies Act,
2013 and the rules made thereunder.

The brief details of the CSR Committee are provided
in the Corporate Governance Report, which forms
part of this Annual Report. The CSR Policy is available
on the website of your Company athttps://kpenergy.
in/Code-and-Policies. The Report on CSR activities is
annexed as Annexure - II to this report.

Further, the Chief Financial Officer of your Company
has certified that CSR spends of your Company for the
FY 2025-26 have been utilized for the purpose and in
the manner approved by the Board of Directors of the
Company.

31. 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 Annual Report.

32. CORPORATE GOVERNANCE:

The Company is committed to maintain high
standards of 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 with 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 Board of Directors and
Senior Management Personnel of the Company
('Code of Conduct'), who have affirmed the
compliance thereto. The Code of Conduct is
available on the website of your Company at
https://kpenergy.in/C-O-C.

33. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR):

In accordance with the SEBI Listing Regulations,
the Business Responsibility and Sustainability
Report for the financial year ended March 31, 2026,
describing the initiatives taken by your Company
from an environment, social and governance (ESG)
perspective, forms part of this Annual Report.

34. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft
annual return as on March 31, 2026, prepared in
accordance with Section 92(3) of the Act, is made
available on the website of the Company at
https://kpenergy.in/Annual-Return.

35. RELATED PARTY TRANSACTIONS:

All Related Party Transactions are placed before the
Audit Committee for its prior approval in accordance
with the provisions of the SEBI Listing Regulations.
Omnibus approval is obtained from the Audit
Committee for Related Party Transactions which are
repetitive in nature, subject to the criteria approved by
the Audit Committee. A statement of all related party
transactions is presented before the Audit Committee,
specifying the nature, value and terms and conditions
of the transactions for its review and noting.

All transactions with related parties entered into
during the year under review 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
the Company's Policy on Related Party Transactions.
During the year, the Company has not entered
into any contracts, arrangements or transactions
that fall under the scope of Section 188 (1) of the
Act. Accordingly, the prescribed Form AOC-2 is not
applicable to your Company for FY26 and hence does
not form part of this report.

During the year under review, the material Related
Party Transactions pursuant to the provisions of
SEBI Listing Regulations were approved by the

shareholders of the Company through Postal Ballot
on August 9, 2025.

The Policy on Related Party Transactions is available
on your Company's website athttps://kpenergy.in/
Code-and-Policies.

Pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations, your Company has filed half yearly
reports to the stock exchanges, for the related party
transactions.

36. 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 - IV of this Report.

37. 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, your Company has laid down a
Prevention of Sexual Harassment (POSH) Policy and
has constituted Internal Complaints Committee
(IC) to consider and resolve the complaints related
to sexual harassment. The IC includes external
member(s) with relevant experience. The Company
has zero tolerance on sexual harassment at the
workplace. The IC also work extensively on creating
awareness on relevance of sexual harassment issues.
All new employees go through a personal orientation
on POSH policy adopted by the Company. During the
year under review, the Company has not received
any complaint pertaining to sexual harassment. The
details are as follows:

(a) Complaints received during the year: Nil

(b) Complaints resolved during the year: Nil

(c) Cases pending for more than ninety days: Nil

38. RISK MANAGEMENT:

The Company has a structured Risk Management
Framework, designed to identify, assess and
mitigate risks appropriately. The Board has formed
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 Audit Committee has additional
oversight in the area of financial risks and controls.
The major risks identified by the businesses 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://kpenergy.in/Code-and-Policies.

39. DIRECTORS' RESPONSIBILITY
STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and based on
the information and explanations received from the
Company, confirm that:

a. in the preparation of the Annual Financial
Statements, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

b. they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state
of affairs of your Company at the end of the
financial year and of the profit of your Company
for that period;

c. proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of your Company and
for preventing and detecting fraud and other
irregularities;

d. the annual financial statement have been
prepared on a going concern basis;

e. they have laid down internal financial controls
to be followed by your Company and that such
internal financial controls are adequate and
were operating effectively;

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

40. SECRETARIAL STANDARDS:

During the year under review, the Company has
devised proper systems and processes for complying
with the requirements of applicable provisions of
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
were adequate and operating effectively.

41. GENERAL DISCLOSURES:

Your 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 Sweat Equity Shares to employees of the
Company.

• 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.

• Application made or any proceeding 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 your 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 Whole¬
time Directors of the Company, receives any
commission from any of its subsidiaries.

42. ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to
the bankers, financial institutions, government and
regulatory authorities, customers, suppliers, business
partners, shareholders, and all other stakeholders who
have supported the Company, directly or indirectly,
throughout the year. Their encouragement has been
a key pillar in the Company's continued progress.

Your Directors also extend their sincere appreciation
to all employees of the KP Family, for their unwavering
dedication, hard work, and commitment across all
levels. Their collective efforts, resilience, and passion
have been instrumental in driving the Company's
sustained growth, operational excellence, and long¬
term success.

For and on behalf of the Board of Directors
K.P. Energy Limited

Dr. Faruk G. Patel Affan Faruk Patel

Managing Director Whole Time Director

DIN: 00414045 DIN: 08576337