Your Directors are pleased to present the 44^th ANNUAL REPORT of Kalpataru Projects International Limited (formerly Kalpataru Power Transmission Limited) (“your Company”) together with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31,2025.

OPERATIONAL HIGHLIGHTS

During financial year 2024-25, the Standalone revenue of your Company increased by about 12.70% to H 18,887.91 Crore as against H 16,759.66 Crore in the previous financial year. Total revenue outside India was H 5,756.09 Crore which is 30.47% of revenues.

The Standalone net profit for the year increased by 21.57% to H 647.95 Crore as against H 533 Crore in the previous financial year.

Your Company has a consolidated order book of H 64,495 Crore (including subsidiaries in EPC business) excluding fairly placed bids. Your Company has received orders of H 25,475 Crore (including subsidiaries in EPC business) in the current financial year 2024-25.

The consolidated revenue of your Company increased by about 13.70% to H 22,315.78 Crore as against H 19,626.43 Crore in the previous financial year.

The consolidated net profit for the year increased by about 9.96% to H 567.27 Crore as against H 515.90 Crore in the previous financial year.

Your Company has built highest ever order book, spread across multiple business areas, enabling sustainable and diversified growth. Your Company has achieved the following milestones in FY25 for its major businesses:

Transmission & Distribution (T&D):

(i) T&D business grew by 28% YoY in FY25 to cross the H 10,000 Crore revenue mark

(ii) Recorded highest ever order inflows and order book in the India T&D business

(iii) Secured marquee and large size T&D HVDC orders in India

(iv) Strengthened presence in Latin America and Africa with addition of two new markets

(v) Subsidiary in Sweden reported highest ever revenue, order book and order wins

Buildings and Factories:

(i) Secured first design built airport EPC order in India

(ii) Strengthened presence in residential buildings and industrial segment with addition of large size projects

(iii) Improved capabilities in design built, MEP and high rise buildings

Water Supply and Irrigation:

(i) Secured new project for design, build and operation of water treatment plant and associated supply and reservoirs in Punjab

(ii) Executing over 40 water supply and irrigation projects in India Railway:

(i) Secured new projects for overhead electrification and associated works worth around H 600 Crore

Oil and Gas:

(i) Oil & Gas reported revenue growth of 114% YoY in FY25 to H 1,758 Crore

(ii) Started works on gas pipeline project in Saudi Urban Infra:

(i) Started works on two underground metro rail projects in India

(ii) Secured new elevated metro rail project in Nagpur

EQUITY FUNDS RAISED THROUGH QUALIFIED INSTITUTIONAL PLACEMENT

During the year, your Company successfully raised H 999.99 Crore by issuing equity shares through Qualified Institutional Placement (QIP) on December 16, 2024, involving the issuance and allotment of 83,26,394 equity shares at an issue price of H 1,201 per Equity Share, (including a premium of H 1,199 per Equity Share), which was at a discount of H 13.98 per Equity Share i.e. 1.15% to the floor price of H 1,214.98 per equity share. As on March 31,2025, your Company has utilized the entire proceeds of the Issue for the purposes as stipulated in the Offer Document, i.e. repayment / pre-payment, in part or in full, of certain outstanding borrowings availed by your Company and for other general corporate purposes. There have been no deviations in the utilization of funds from the intended objects as stated in the Offer Document. The QIP has further strengthened your Company’s capital structure, significantly enhanced financial flexibility, and provided momentum to its ambitious growth initiatives.

Consequent to the above issuance, as on March 31, 2025, the issued, subscribed and paid-up equity share capital of your Company stood at H 34,15,45,092 comprising of 17,07,72,546 Equity Shares of H 2 each fully paid.

AWARDS & RECOGNITIONS

Your Company has been honoured with various awards, accolades and recognitions during the year under review, some of which are elaborated hereunder:

• Awarded the ET NOW Best Brand Award in the Construction and Infrastructure Industry - Power Sector.

• Honored with Fastest Growing Construction Companies

- Ultra Large Segment award at the Construction World Awards 2024 organised by infrastructure think-tank FIRST Construction Council in partnership with Construction World (CW) and Equipment India (EI) magazines.

• Awarded the Strong Commitment to HR Excellence Award by the Confederation of Indian Industry (CII).

• Transmission Lines & Substations: Environment Health & Safety Award by the British Safety Council for the Construction of two 380kV Projects, 'Award for Safety

- 2024' from Power Grid Corporation of India, Two gold awards for case studies presented at the 49^th International Convention on Quality Control Circles, three gold awards for case studies under Lean quality circles and allied circles presented at 37^th Quality Circle Forum of India (QCFI) Annual Convention on Quality Concepts, etc.

• As a prestigious infrastructure Company, your Company’s Chairman was honoured with Lifetime Achievement Award at the prestigious Construction World Global Awards 2024 and the Managing Director & CEO was honoured with CA Business Leader Award 2025 in the Large Corporate -Manufacturing & Infrastructure category by the Institute of Chartered Accountants of India. Further, he was also honoured with Times Now Impactful Leader 2024 in the Infrastructure sector by the Times Group at the India Infra Transformation Summit 2024.

• Various projects across T&D, Building & Factories, Water, Railways and Urban Infrastructure business received multiple Environment, Health & Safety Awards including 16^th Construction Industry Development Council (“CIDC”) Vishwakarma Award, British Safety Council Award, Royal Society for the Prevention of Accidents (ROSPA) Award, Indian Chamber of Commerce National Occupational Health & Safety Awards, World Safety Organisation Awards, Best State Construction Project at Karnataka State Safety Awards 2025, Best Construction Projects by CIDC, etc.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

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

DIVIDEND

The Board recommends a final dividend of H 9/- per equity share of H 2/- each on the share capital aggregating to H 34.16 Crore. The dividend is subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source, as required under the law. The final dividend, if approved, would be paid to members whose names appear in the Register of Members as on the record

date fixed for this purpose. The dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board.

DIVIDEND DISTRIBUTION POLICY

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

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

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company has redeemed (including through pre-payment) Non-Convertible Debentures (“NCDs”) worth H 573 Crore.

Also during the year, your Company has issued and allotted (i) 30,000 Nos. 8.35% Unsecured, Rated, Listed, Redeemable NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each, for an aggregate nominal value of H 300,00,00,000/- (Rupees Three Hundred Crore Only) and (ii) 20,000 Nos. 8.32% Unsecured, Rated, Listed, Redeemable NCDs of the face value of H 1,00,000/-(Rupees One lakh Only) each, for an aggregate nominal value of H 200,00,00,000/- (Rupees Two Hundred Crore Only) on private placement basis. The said NCDs are listed on Wholesale Debt Market Segment of BSE Limited. Further, your Company has fully utilized the proceeds of issue of said NCDs for the purposes as mentioned in the Information Memorandum, General Information Document and Key Information Documents, as applicable.

As on March 31, 2025, the total outstanding NCDs stands at H 9,50,00,00,000/- (Rupees Nine Hundred and Fifty Crore Only) comprising (i) 30,000 NCDs of the face value of H 1,00,000/-(Rupees One Lakh Only) each (ii) 15,000 NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each (iii) 30,000 NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each and

(iv) 20,000 NCDs of the face value of H 1,00,000/- (Rupees One Lakh Only) each.

TRANSFER TO RESERVES

Your Company has transferred following amounts to various reserves during the financial year ended March 31,2025:

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

During the year under review, Liniemontage Service Nordic AB, (2^nd level) step-down wholly owned subsidiary of your Company merged with its holding company, Linjemontage I Grastorp Aktiebolag, (1^st level) step-down wholly owned subsidiary of your Company, with effect from November 28, 2024, on the basis of the approval received from Bolagsverket (Swedish Companies Registration Office).

Further, your Company subscribed to an additional 3,99,90,258 fully paid up equity shares at a price of H 25/- per equity share aggregating to H 99,97,56,450/- by way of subscription towards the right issue of Shree Shubham Logistics Limited, a wholly owned subsidiary of your Company.

During the year under review, your Company entered into definitive agreement(s) for sale of its entire 100% stake in Vindhyachal Expressway Private Limited, wholly owned subsidiary of your Company, to Actis Atlantic Holdings Limited, subiect to requisite approvals and compliances of conditions precedent.

Further, Adeshwar Infrabuild Limited, a wholly owned subsidiary of your Company, has been struck-off with effect from December 28, 2024 pursuant to the application made by your Company with the iurisdictional Registrar of Companies in this regard. Consequent thereto, Adeshwar Infrabuild Limited has now ceased to become a wholly owned subsidiary of your Company.

In addition to the above, your Company purchased 100% equity shares of Kalpataru Power DMCC (“KP DMCC”), step-down wholly owned subsidiary of your Company from Kalpataru Power Transmission (Mauritius) Limited, wholly owned subsidiary, thereby making KP DMCC a direct wholly owned subsidiary of your Company with effect from March 03, 2025.

As at March 31,2025, your Company had 22 (twenty two) direct and indirect subsidiaries and 1 (one) joint venture company. In addition, your Company also held 26% equity share capital of Kohima Mariani Transmission Limited and Alipurduar Transmission Limited.

As at March 31, 2025, none of the subsidiaries of your Company qualifies to be considered as Material Subsidiary as per the Listing Regulations and Company’s policy on determining Material Subsidiary.

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

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

• Shree Shubham Logistics Limited (“SSLL”):

SSLL provides agri-storage infrastructure along with a wide range of value-added services like preservation, maintenance & security (PMS), testing & certification, collateral management & pest control activities. It manages and operates warehouses (Owned, Hired, Third Parties and Public Private Partnership (PPP) model) across 6 Indian states namely Rajasthan, Gujarat, Madhya Pradesh, Maharashtra, Haryana & Karnataka. During the year, the company worked with various government agencies i.e. Rajasthan State Warehousing Corporation, Maharashtra State Warehousing Corporation, Haryana State Warehousing Corporation and Haryana State Co-operative Supply and Marketing Federation Limited on revenue sharing basis and as service provider for preservation, maintenance and security of food grains. Apart from this, it has various corporates, banks, retail, traders and farmers as its customers. For its Collateral Management Business, the company has tie up with 26 banks/ Non-Banking Financial Companies.

In aggregate, during the year, SSLL managed more than 400 warehouses with a total storage capacity exceeding 12 million sq. ft. SSLL is a wholly owned subsidiary of your Company.

• Linjemontage I Grastorp AB (“LMG”):

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

LMG has established itself as a key player in the EPC market for substations and transmission lines and remains the preferred operator for its existing customers.

The year under review LMG achieved a strong growth across all business areas of LMG with a clear focus on capacity building to meet market demand. LMG experienced overall positive development compared to the previous year, with key highlights including about 75% growth in revenue with more than 200% rise in net profits, and a 36% expansion in team size. During the year, LMG has also entered into a new segment of 400kV Substation for Swedish Grid by securing two major orders for the Swedish Grid.

LMG along with its subsidiary in Norway has highest ever order book of approximately USD 404 Million as on March 31,2025.

• Fasttel Engenharia S.A. (“Fasttel”):

Fasttel Engenharia S.A. (Fasttel) is a wholly-owned subsidiary of your Company (through Kalpataru Power do Brasil Participagoes S.A.). Fasttel, headquartered in Curitiba, Brazil, is engaged in the business of Engineering,

Procurement and Construction of Substations, Transmission Lines and services thereto. The company is present in more than 20 Brazilian states and has built more than 4,000 kilometers of transmission lines and 65 substations of voltage ranges up to 750 kV.

The company successfully delivered 5 (five) transmission projects of voltage level 138 kV to 500 kV, to its clients during the year under review.

Further, the company has also completed two large substations of 345/138 kV and 500 kV. Fasttel remains well positioned for future growth, with an order book in excess of US$ 100 million as of March 31,2025.

• Kalpataru IBN Omairah Company Limited (“KIOCL”):

KIOCL is a joint venture of your Company with IBN Omairah Contracting Company Limited in the Kingdom of Saudi Arabia wherein your Company is holding 65% equity shares of KIOCL. During the year under review, KIOCL had four T&D projects under construction, which are progressing well and in advance stage of completion and are expected to be completed in the FY 2025-26. During the year under review, a 380 kV Double Circuit project was awarded with the prestigious “BSC Merit award” for commitment to health, safety, and wellbeing.

• Kalpataru Power Transmission Chile SpA (“KPCSA”):

KPCSA is a wholly owned subsidiary of your Company in Chile. During the year under review, KPCSA has successfully completed the LA Negra - Antofagasta New Substation for 220/110Kv including the LILO Works.

KPCSA is also executing 3 sections of HVDC Transmission Line from Kimal to La Aguirre in Chile covering more than 700 Kms. KPCSA has successfully completed a milestone of Design and Engineering approval(s). The environmental clearance is progressing well and is expected to culminate into receipt of RCA (Environmental Qualification Resolution to get Environmental permit). KPCSA is continuously strengthening its team for successful execution of the project thereby enhancing its capabilities in the Latin America.

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

CONSOLIDATED FINANCIAL STATEMENTS

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

DIVESTMENT / MONETIZATION OF TRANSMISSION LINE SPV’s

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

Further, your Company has also sold and transferred in tranches in aggregate ~48% equity shares of Kohima-Mariani Transmission Limited to Apraava Energy Private Limited (formerly known as CLP India Private Limited) with an agreement to sell the balance 26% to it, after obtaining requisite regulatory and other approvals and in a manner consistent with the Transmission Service Agreement.

DIRECTORS

As on March 31, 2025, your Board comprises of 8 Directors including 4 Independent Directors (including 1 Woman Director), 2 Executive Directors and 2 Non-Executive NonIndependent Directors.

During the year under review, Mr. Dhananjay Mungale (DIN: 00007563) and Mr. Bimal Tanna (DIN: 06767157) have been appointed as Independent Directors for a term of 5 (five) consecutive years commencing from April 01,2024 upto March 31,2029 basis the approval received from the shareholders of your Company vide postal ballot resolution passed on May 17, 2024. Further, Mr. Manish Mohnot (DIN: 01229696), Managing Director & CEO of the Company completed his term on March 31, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 13,2025 re-appointed Mr. Manish Mohnot as the Managing Director & Chief Executive Officer of your Company for a period of 3 (three) years with effect from April 01,2025 which was approved by the shareholders through a postal ballot resolution passed on March 25, 2025. Further, the tenure of Mr. Shailendra Kumar Tripathi (DIN: 03156123), Dy. Managing Director is set to expire on October 21, 2025, and the Board, at the recommendation of Nomination and Remuneration Committee, approved re-appointment of Mr. Tripathi as Dy. Managing Director of your Company for a period of 3 (three) years commencing from October 22, 2025 upto October 21, 2028 (both days inclusive), subject to approval of shareholders, to be obtained at the 44^th Annual General Meeting of your Company.

Further, the second term of Independent Director Ms. Anjali Seth (DIN: 05234352) is set to expire on May 18, 2025. The Board places on record its deep appreciation and gratitude for the services rendered by her and her remarkable contribution in the growth of the Company. Consequent to such expiration of tenure, the Board, at the recommendation of Nomination and Remuneration Committee, approved appointment of Ms. Raksha Kothari (DIN: 02184815), as an Additional Director designated as an Independent Director of your Company for a period of 5 (five) years with effect from May 19, 2025 upto May 18, 2030 (both days inclusive), subject to approval of shareholders, to be obtained at the 44^th Annual General Meeting of your Company.

Your Company has received declarations from all the Independent Directors confirming that (i) they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances affecting their status as Independent Directors of your Company; (ii) they continue to comply with the Code of Conduct laid down under Schedule IV of the Act and (iii) they have registered their names in the Independent Director’s Databank pursuant to Section 150 of the Companies Act, 2013 read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, none of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other such statutory authority. Also, your Board is of the opinion that the Independent Directors of your Company including the newly appointed Independent Director are persons of integrity, and possess requisite expertise, experience and proficiency and the details thereof are given in the Corporate Governance Report.

In terms of Section 152 of the Companies Act, 2013, Mr. Shailendra Kumar Tripathi (DIN: 03156123), being the longest serving Director, shall retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors of your Company at the recommendation of Nomination and Remuneration Committee has recommended for his re-appointment.

A brief resume of Ms. Raksha Kothari, Additional Director designated as Independent Director and Mr. Shailendra Kumar Tripathi, Dy. Managing Director, being appointed / re-appointed along with the nature of their expertise, their shareholding in your Company and other details as stipulated under Regulation 36 (3) of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI is appended as an annexure to the Notice of the ensuing Annual General Meeting.

BOARD MEETINGS

During the year under review, the Board met 6 times on May 08, 2024, July 09, 2024, July 29, 2024, October 28, 2024, February 13, 2025 and March 05, 2025.

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

COMMITTEES

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder’s Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Share Transfer Committee

• Executive Committee

Further, QIP Committee was also constituted to carry out the process of raising funds by way of Qualified Institutional Placement (“QIP”) and the said Committee was dissolved subsequent to completion of QIP.

Due to changes in board composition, the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee have been reconstituted effective April 01,2024.

The details with respect to such changes in committee compositions, powers, roles, terms of reference etc. of relevant Committees are given in detail in the ‘Report on Corporate Governance’ of your Company which forms part of this Report. The dates on which meetings of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each Director attended is provided in the ‘Report on Corporate Governance’. The minutes of the Meetings of all Committees are circulated to the Board for noting.

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

KEY MANAGERIAL PERSONNEL (KMP)

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

CORPORATE GOVERNANCE

Effective corporate governance serves as the backbone of long-term business success. Your Company’s governance philosophy is centered on guiding strategic decisions while promoting transparency, ethical conduct, and responsibility to all stakeholders, including employees, investors, customers, regulators, suppliers, and society at large. Your Company’s commitment to governance excellence is a reflection of Kalpataru’s heritage and values.

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India.

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

A certificate from M/s. B S R & Co. LLP (Firm Registration No. 101248W/W100022), Statutory Auditors of your Company confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE SOCIAL RESPONSIBILITY

On account of changes in the board composition, the CSR Committee was reconstituted effective April 01, 2024 and Dr. Shailendra Raj Mehta, Independent Director was appointed as Chairman of the CSR Committee effective April 01, 2024.

As on March 31, 2025, the CSR Committee consisted of Dr. Shailendra Raj Mehta as Chairman, Mr. Mofatraj P. Munot, Mr. Parag Munot and Mr. Manish Mohnot as members of the Committee.

Your Company has been committed to the welfare of the communities through philanthropic interventions even before the provisions of Companies Act, 2013 made it mandatory. In order to leverage the demographic transition, your Company has been focusing on social issues of Healthcare, Education, Skilling/Livelihood, Animal Welfare, Environment and Community development by undertaking need based initiatives. Your Company implemented some innovative and sustainable initiatives for the marginalized and vulnerable communities around the Plant locations in Gandhinagar, Raipur & Biomass power plants along with remote project site locations across India. These projects were aligned to Schedule VII of the Companies Act and the United Nation’s Sustainable Development Goals and have strived

towards achieving scalable impact, outcomes and outputs in the community. The initiatives were implemented either directly or through Kalpatraru Foundation and Kalpataru Welfare Trust.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the Listing Regulations read with the relevant SEBI Circulars, the “Business Responsibility and Sustainability Report” (“BRSR”) having disclosure on the performance of your Company against nine principles of the “National Guidelines on Responsible Business Conduct” forms an integral part of the Annual Report. Your Company has published 3^rd BRSR for FY 2024-25.

VIGIL MECHANISM

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to your Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional experts and testing of the internal financial control systems by the internal auditors during the course of their audits. In addition, the Company also appointed an expert consulting firm, to review the defined internal financial controls and test its operating effectiveness. Considering all such reviews and monitoring, we believe that these systems provide reasonable assurance that our internal financial controls are designed effectively considering the nature of our industry and are operating as intended.

STATUTORY AUDITORS AND AUDITORS’ REPORT

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W100022), Chartered Accountants have been appointed as Statutory Auditors of your Company at the 42^nd Annual General Meeting held on July 17, 2023 to hold office for the second term of 5 (five) consecutive years i.e., from the conclusion of 42^nd Annual General Meeting till the conclusion of the 47^th Annual General Meeting of your Company to be held in the year 2028.

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

The explanation of your Board of Directors in relation to the remark appearing in paragraph (xxi) of Annexure A to the Independent Auditor’s Report under the Companies (Auditor’s Report) Order, 2020 (CARO), issued by the statutory auditors of your Company

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Urmil Ved, Practising Company Secretary, Gandhinagar, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2024-25. The Report of the Secretarial Auditor for the FY 2024-25 is annexed to this report as Annexure B. There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in its report.

In accordance with Regulation 24A of the Listing Regulations, based on the recommendation of the Audit Committee, your Board of Directors, has proposed the shareholders at the 44^th AGM to consider and approve appointment of M/s. Kapoor & Ved, a peer reviewed firm of Practising Company Secretaries (Firm Registration No. P2001GJ006000), as Secretarial Auditors of your Company, for a term of five financial years, till the conclusion of the 49^th Annual General Meeting of your Company to be held in the year 2030.

COST AUDITOR AND COST ACCOUNTS

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

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

organizational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manage associated risks. Your Company also has a separate Bribery Risk assessment framework which also defines the key mitigation actions.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to your Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the organization structure and upto the Risk Management Committee on a periodic basis about how risks are being monitored, managed, assured and improvements are made.

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

PARTICULARS OF REMUNERATION

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

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

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said Annexure is open for inspection at the Registered office of your Company. Any member interested in obtaining copy of the same may write to Company Secretary of the Company.

PERFORMANCE EVALUATION

In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own, the Non-Independent and Independent Directors individually as well as the evaluation of the working of various Committees at its meeting held on May 16, 2025 in the manner prescribed in the performance evaluation

policy. While doing performance evaluation of Independent Directors, the Director being evaluated had not participated.

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

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

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

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

Your Company’s policy on Directors’ appointment including criteria for determining qualifications, positive attributes, independence of a director is placed on the website of your Company at https://kalpataruprojects.com/api/view-file/Corporate%20 Governance policies%20&%20Guidelines Policy%20on%20 Directors%20Appointment%20including%20criteria%20for%20 determining%20Qualifications.%20Positive%20Attributes.pdf. The Policy sets out the guiding principles for the Nomination and Remuneration Committee to identify persons who are eligible to be appointed as Directors and to determine the independence of the candidate at the time of considering his/her appointment as an Independent Director of your Company. The Policy also provides for the criteria and qualification in evaluating the suitability for appointment as Director and in Senior Management that are relevant for your Company’s operations. The Policy has been revised on October 28, 2024, to further elaborate on the role of Nomination and Remuneration Committee.

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Your Company is in compliance with the provisions of Section 186 of the Companies Act, 2013, to the extent applicable to your Company. The particulars of loans given, investments made, guarantees given and securities provided are given in the Standalone Financial Statements (Please refer to Note No. 6, 30 and 37 to the Standalone Financial Statements).

ANNUAL RETURN

The Annual Return of your Company as on March 31, 2025 is available on the website of Company i.e., https://kalpataruprojects. com/investors/investor-information/annual-return.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

Policy on Related Party Transactions has been last revised effect from February 13, 2025 in line with regulatory amendments. The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the ‘Report on Corporate Governance’.

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

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

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

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

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

ANTI-BRIBERY MANAGEMENT SYSTEM

As an organization, your Company places a great importance in the way its business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Kalpataru Code of Conduct (“KCoC”) applicable to all the employees of your Company. The Code provides for the matters related to governance, compliance, ethics and other matters. Your Company has adopted robust anti-bribery anti-corruption policy and practices and has also been certified with ISO 37001 for establishing Anti Bribery Management System in respect of all its business areas. During the year, your Company has also been awarded with the SKOCH Order of Merit 2025 for implementation of the Anti-Bribery Management System.

STATEMENT OF DIRECTORS’ RESPONSIBILITY

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

(a) in the preparation of the annual accounts for the year ended on March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year i.e., March 31, 2025 and of the profit of your Company for that period;

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by your Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that your Company’s internal financial controls were adequate and effective during Financial Year 2024-25.

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

SECRETARIAL STANDARDS

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

DISCLOSURE OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were three proceedings initiated / pending against your Company during the year under review, filed under the provisions of the Insolvency and Bankruptcy Code, 2016, in aggregate involving about INR 2.5 Crore (plus interest). As on March 31, 2025, one matter involving an amount of INR 1 Crore (plus interest) was pending for disposal.

GENERAL

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

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the government and regulatory authorities, financial institutions, bankers, stock exchanges, depositories, analysts, advisors, debenture holder(s) and debenture trustee, JV partners, consortium partners, customers, vendors, suppliers, sub-contractors, members and all other stakeholders for their valuable sustained support.

The Board of Directors wish to place on record its sincere appreciation for the continued co-operation and support rendered by your Company’s executives, staff and workers. Your Directors also appreciate and acknowledge the confidence reposed in them by members of your Company.