The Board of Directors are pleased to present the 18^th Annual Report along with the Audited Financial Statements of the Company
for the financial year ended March 31, 2026 ("FY 2025-26/FY26").

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the 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").

The summarised financial highlight is depicted below:

1. There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-classified wherever required.

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

2. PERFORMANCE HIGHLIGHTS:

Consolidated Financial Performance:

Total revenue of the Company for the financial year 2025-26
stood at ' 2,74,152.21 lakhs as against ' 1,75,515.76 lakhs for the
financial year 2024-25, showing an increase of 56%.

EBITDA for the financial year 2025-26 stood at ' 1,00,343.26
lakhs as against ' 58,087.40 lakhs for the financial year 2024¬
25, showing an increase of 73%.

Profit after tax for the financial year 2025-26 stood at
' 50,923.78 lakhs as against ' 32,527.75 lakhs for the financial
year 2024-25 showing an increase of 57%.

Standalone Financial Performance:

Total revenue of the Company for the financial year 2025-26
stood at ' 2,02,820.65 lakhs as against ' 1,60,748.00 lakhs for
the financial year 2024-25, showing an increase of 26%.

EBITDA for the financial year 2025-26 stood at ' 81,709.78
lakhs as against ' 46,009.18 lakhs for the financial year 2024¬
25, showing an increase of 77%.

Profit after tax for the financial year 2025-26 stood at
' 39,272.86 lakhs as against ' 25,235.42 lakhs for the financial
year 2024-25 showing an increase of 56%.

Operational Highlights:

During the year under review, the Company achieved
significant strategic, operational and financial milestones,
reinforcing its position as one of India's leading integrated
renewable energy companies. The Company substantially
expanded its Independent Power Producer (IPP) portfolio
through successful commissioning and energisation of
renewable energy projects under long-term Power Purchase
Agreements (PPAs) and crossed the landmark milestone
of 1 GW of energised IPP capacity at the Group level. The
Company strengthened its renewable energy platform
by expanding into emerging clean energy segments
including Battery Energy Storage Systems (BESS), while also

expanding its global footprint through strategic international
collaborations and renewable energy projects. The Company
secured India's first externally credit-enhanced Green Bond,
obtained Category A Power Trading Licence from GERC and
CERC. With a diversified project pipeline, robust execution
capabilities, strong land bank and evacuation infrastructure,
and continued focus on sustainable innovation, the Company
remains well positioned to create long-term value for its
stakeholders while contributing meaningfully to India's clean
energy transition.

3. DIVIDEND AND RESERVES:

During the year under review, the Board of Directors of the
Company has declared interim dividends aggregating to
' 0.65 per equity share having a face value of ' 5/- each on
the paid-up equity share capital of the Company.

Further, the Directors have recommended a final dividend
of ' 0.25 and Special Dividend of '0.15 per equity share
for Successful Energization of 1 GW IPP Project, totaling to
a dividend of ' 0.40 per equity share for the financial year
2025-26, subject to the approval of the shareholders' at the
forthcoming 18^th Annual General Meeting of the Company.

Accordingly, the total dividend for the Financial Year 2025-26,
including the proposed final dividend, aggregates to ' 1.05/-
per equity share of ' 5/- each, involving a total cash outflow
of ' 2073.40 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 dividend payout is in accordance with the Company's
Dividend Distribution Policy. The Dividend Distribution Policy,
in terms of Regulation 43A of the SEBI Listing Regulations
is available on the Company's website athttps//www
kpigreenenergy com/policies-disclosures html

The company has transferred the whole amount of Profit to
retained earnings as per annexed audited Balance sheet for
the year ended March 31, 2026.

4. CREDIT RATING:

The Company's commitment to financial discipline and
prudence is evident from the strong credit ratings assigned by
rating agencies. Detailed information on these credit ratings
is provided in the Corporate Governance Report, which is
included in this Annual Report.

5. SHARE CAPITAL:

Authorised Share Capital:

During the year under review, there was no change in the
authorized share capital of the Company.

Issued, Subscribed and Paid-up Share Capital of
the Company:

Allotment of equity shares through Employee
Stock Options:

During the year under review, pursuant to the exercise of
vested stock options under KPI Green Energy Employee
Stock Option Plan - ESOP 2023 ('KPI Green - ESOP 2023'), the
Company has alloted 4,50,468 equity shares of face value of
' 5/- to the eligible employees of the Company.

Raising funds through issuance of Warrants by way
of Preferential issue on private placement basis:

Pursuant to the shareholders' approval received at the
Extra-ordinary General Meeting held on January 16, 2026,
the Company had issued 1,01,00,000 warrants at a price of
' 470.30 (Rupees Four Hundred Seventy and Paise Thirty)
per warrant, each convertible into 1 (one) fully paid-up
equity share of the Company of face value of ' 5/- each to
Quyosh Energia Private Limited, promoter group entity, by
way of preferential issue on a private placement basis for an
aggregate consideration of up to ' 4,75,00,30,000/- (Rupees
Four Hundred Seventy-Five Crores and Thirty Thousand Only).
The Company has received 25% of the warrant subscription
amount, i.e., ' 1,18,75,07,500/- (Rupees One Hundred Eighteen
Crores Seventy-Five Lakhs Seven Thousand Five Hundred
Only).

There was no deviation or variation for use of proceeds and
details are available in the Corporate Governance Report
which forms part of this Annual Report.

After the end of the financial year, pursuant to the exercise
of vested stock options under KPI Green - ESOP 2023, the
Company has allotted 3,30,895 equity shares of face value of
' 5/- to the eligible employees of the Company.

The Authorised Share Capital of the Company as on March
31, 2026 and as on date of the report is ' 1,30,00,00,000/-
(Rupees One Hundred Thirty Crore only) divided into
26,00,00,000 (Twenty-Six Crore) Equity Shares of ' 5/-
(Rupees five only) each.

The Paid-up Share Capital of the Company as on March 31,
2026 is ' 98,67,05,365/- (Ninety-Eight Crore Sixty-Seven Lakh
Five Thousand Three Hundred and Sixty-Five) and divided into
19,73,41,073/- (Nineteen Crores Seventy-Three Lakh forty-One
Thousand and Seventy-Three) Equity Shares of ' 5/- (Rupees
five only) each.

The Paid-up Share Capital of the Company as on the date
of this report is ' 98,83,59,840/- (Ninety-Eight Crore Eight-
Three Lakh Fifty-Nine Thousand Eight Hundred and Forty only)
and divided into 19,76,71,968 (Nineteen Crores Seventy-Six
Lakh Seventy One Thousand Nine Hundred and Sixty-Eight)
Equity Shares of ' 5/- (Rupees five only) each.

6. NON-CONVERTIBLE DEBENTURES:

During the financial year under review, the Company launched
India's First Externally Credit-Enhanced Green Bond. The
Debenture Committee of the Company, at its meeting held on
September 2, 2025, approved the issuance of secured, listed,
rated, senior, redeemable, transferable, non-convertible
certified 'Green Bonds' aggregating up to ' 6,70,00,00,000
(Indian Rupees Six Hundred and Seventy Crore Only), having a
face value of ' 1,00,000 (Indian Rupees One Lakh Only) each,
in one or more tranches or series on a private placement
basis, carrying a coupon rate of 8.50% and maturing on
September 11, 2030. Further, the Debenture Committee, at its
meeting held on September 11, 2025, approved the allotment
of 67,000 Non-Convertible Green Bonds having a face value
of ' 1,00,000 each, aggregating to ' 670 crore, on a private
placement basis. These Non-Convertible Debentures are
listed on the National Stock Exchange of India Limited ('NSE')."
The Annual report on Green bond is provided as Annexure F
of this report.

There was no deviation or variation in the use of proceeds
from the objects for which the funds were raised, and the
same have been utilized in accordance with the objects
stated in the Key Information Document/General Information
Document.

The Company has been regular in making payments of
principal and interest on the NCDs. As on March 31, 2026, the
outstanding NCDs are ' 616.40 crores.

7. 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. The
Company did not accept any deposit during the year under
review.

8. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The provisions of Section 186 of the Act, with respect to a
loan, guarantee, investment or security are not applicable
to the Company, as the 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.

9. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

During the year under review, the Board of Directors of Sun
Drops Energia Private Limited, a subsidiary of the Company,
at its meeting held on December 6, 2025, approved the
conversion of the Company from a private limited company
to a public limited company. Pursuant to the approval of the
shareholders at their meeting held on December 29, 2025, the
Company was converted into a public limited company and
consequently, its name was changed from Sun Drops Energia
Private Limited to Sun Drops Energia Limited.

During the year under review, the Company has acquired,
incorporated the following subsidiaries:

During the year under review, the Company, along with its
wholly owned subsidiary, M/s KPark Sunbeat Private Limited,
incorporated five LLPs, namely KPIN Clean Power Five LLP

(LLPIN: ACP-2661) on June 19, 2025, KPIN Clean Power Two LLP
(LLPIN: ACP-5005) on June 28, 2025, KPIN Clean Power Three
LLP (LLPIN: ACP-5861) on July 02, 2025, KPIN Clean Power Four
LLP (LLPIN: ACP-7932) on July 08, 2025 and KPIN Clean Power
One LLP (LLPIN: ACQ-6761) on August 19, 2025. The Company
holds a 99% stake in each of the aforesaid LLPs through
direct capital contribution, while the remaining 1% stake is
held through its wholly owned subsidiary, M/s KPark Sunbeat
Private Limited. Accordingly, KPIN Clean Power Five LLP, KPIN
Clean Power Two LLP, KPIN Clean Power Three LLP, KPIN Clean
Power Four LLP and KPIN Clean Power One LLP became wholly
owned LLPs of the Company with effect from their respective
dates of incorporation.

With the above, the company has below mentioned
subsidiaries as on March 31, 2026, except mentioned below the
Company does not have any other Subsidiaries, Associates
and Joint Ventures:

1. KPIG Energia Private Limited, Wholly Owned Subsidiary

2. Sun Drops Energia Limited (Formerly Known as Sun
Drops Energia Private Limited), Subsidiary

3. KPark Sunbeat Private Limited, Wholly Owned Subsidiary

4. Miyani Power Infra LLP, Wholly Owned LLP

5. KPIN Clean Power One LLP, Wholly Owned LLP

6. KPIN Clean Power Two LLP, Wholly Owned LLP

7. KPIN Clean Power Three LLP, Wholly Owned LLP

8. KPIN Clean Power Four LLP, Wholly Owned LLP

9. KPIN Clean Power Five LLP, Wholly Owned LLP

After the Closure of the Financial year, the Company has
incorporated the following wholly owned subsidiaries:

1. KPGC Global Corporation IFSC Private Limited having
CIN: (U66190GJ2026PTC177001) on April 23, 2026.

2. KPGC One Private Limited having CIN:
(U35105GJ2026PTC179348) on June 18, 2026.

The performance, financial position and the details required
under section 129 of the Companies Act, 2013, for each of the
subsidiaries for the financial year ended March 31, 2026 in the
prescribed format AOC-1, is attached as Annexure C, which
forms part of this report.

Material Subsidiaries:

For the Financial year 2025-26, M/s KPIG Energia Private
Limited and M/s Sun Drops Energia Limited (Formerly Known
as Sun Drops Energia Private Limited), are the unlisted material
subsidiaries of the Company in terms of the requirement of
Regulation 16 of the SEBI Listing Regulations. The Company
has a policy for determining 'material subsidiaries' which is
uploaded on the website of the Company athttpsV/www
kpigreenenergy com/policies-disclosures html

10. ALTERATION IN THE CONSTITUTIONAL
DOCUMENT:

The Shareholders at 17^th AGM of the Company held on
September 26, 2025 approved the alteration of Main Object
Clause of the Memorandum of Association of the Company
to include clauses which enable the Company to explore
additional opportunities in the renewable energy sector.

11. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Board of Directors:

As on March 31, 2026, the Company's Board had Ten members
comprising of two Executive Directors, two Non-Executive and
Non-Independent Directors and six Independent Directors
including one Woman Director. The details of Board and
Committee composition, tenure of directors and other details
are available in the Corporate Governance Report, which
forms part of this Annual Report. The following changes took
place in the Directorships and Key Managerial Personnel:

Appointment/Re-appointment during FY26:

During the year under review, the appointment of Mr. Satya
Gopal (DIN: 08144273) as a Non-Executive Independent
Director was approved by the shareholders through a Postal
Ballot on June 6, 2025.

After the Closure of the Financial year, following appointments
were made:

Mr. Rajesh Shrivastava (DIN: 08757239) was appointed as
Additional Director and Whole Time Director of the Company
w.e.f. May 15, 2026. His appointment as Whole Time Director
was approved by the shareholders by way of Postal Ballot on
July 25, 2026.

Mrs. Venu Birappa (DIN: 09123017) was re-appointed as
Independent Director of the Company, for a second term
of five consecutive years, with effect from August 3, 2026 to
August 2, 2031, at the meeting of the Board of Directors held
on May 15, 2026. Her appointment as Independent Director
was approved by the shareholders by way of Postal Ballot on
July 25, 2026.

Mrs. Venu Birappa has made significant contributions during
her tenure as an Independent Director. She has consistently
upheld high standards of integrity and independence and
actively participated in Board deliberations. Her professional
expertise and understanding of the Company and its industry
have enriched Board discussions and decision-making. The
Board appreciates her continued valuable contribution.

Prof. Sunil Kumar Maheshwari (DIN: 02317160) was appointed
as an Additional Non-Executive Director and; designated as
the Vice-Chairman of the Board, with effect from July 3, 2026,
subject to the approval of the shareholders. The resolution
seeking shareholders' approval for his appointment forms
part of the Notice.

Mr. Sharadchandra Babhutabhai Patil (DIN: 09345575) was
re-appointed as Independent Director of the Company, for
a second term of five consecutive years, with effect from
October 06, 2026 up to October 05, 2031 (both days inclusive),
at the meeting of the Board of Directors held on September
2, 2026. The resolution seeking shareholders' approval for his
appointment forms part of the Notice of the ensuing Annual
General Meeting.

Mr. Sharadchandra Babhutabhai Patil has made significant
contributions during his tenure as an Independent Director. He
has consistently demonstrated integrity and independence
and actively participated in Board and Committee
deliberations. His professional expertise and understanding of
the Company and its industry have enriched Board discussions
and decision-making.

Re-appointment of Director(s) in the ensuing AGM:

In accordance with the provisions of Section 152 of the Act,
read with the rules made thereunder, Mrs. Bhadrabala
Dhimantrai Joshi (DIN: 07244587) is liable to retire by rotation
at the ensuing AGM and being eligible, offers herself for re¬
appointment.

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

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

Declaration from Independent Directors:

The Company has received declarations from all the
Independent Directors of the 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.

Key Managerial Personnel:

During the year under review, there has been no change in the
KMP of the company.

The following are the Key Managerial Personnel of the
Company pursuant to Section 2(51) and 203 of the Companies
Act, 2013 as on March 31, 2026:

1. Dr. Faruk G. Patel, Chairman & Managing Director.

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

3. Mr. Salim Suleman Yahoo, Chief Financial Officer.

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

After the Closure of the Financial year, Ms. Rajvi Upadhyay
resigned from the position of Company Secretary and
Compliance Officer of the Company with effect from April 2,
2026, and continues to be associated with the Company in
a different capacity. The Board places on record its sincere
appreciation for the valuable contributions made by her during
her tenure. Consequent to her resignation, Mr. Krunal Bhatt
was appointed as the Company Secretary and Compliance
Officer of the Company with effect from April 2, 2026.

After the Closure of the Financial year, Mr. Rajesh Shrivastava
(DIN: 08757239) was appointed as the Key Managerial
Personnel of the Company with effect from May 15, 2026.

After the Closure of the Financial year, Mr. Salim Suleman
Yahoo has resigned from the position of Chief Financial Officer
(CFO) and Key Managerial Personnel (KMP) of the Company
vide his resignation letter dated August 11, 2026. He shall be

relieved from his duties and cease to hold the position of CFO
and KMP with effect from September 2, 2026. The Board
places on record its sincere appreciation for the valuable
contributions made by him during his tenure. Consequent
to his resignation, Mr. Kapil Kriplani was appointed as Chief
Financial Officer & Key Managerial Personnel of the Company
designated as Group Chief Financial Officer (KP Group) with
effect from August 11, 2026.

12. MEETINGS OF BOARD OF DIRECTORS:

The Board 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.

13. COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has constituted various statutory committees
of the Board as required under the Companies Act, 2013 and
the SEBI Listing Regulations. As on March 31, 2026, the Board
has constituted the following committees/sub-committees.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

Details of the committees such as terms of reference,
composition and meetings held during the year under review
are disclosed in the Corporate Governance Report, which
forms part of this Annual Report.

14. INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on February 18, 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
Chairman of the Company, taking into account the views of
Executive Directors and Non-Executive Directors and assessed
the quality, quantity and timeliness of flow of information
between the management and the Board that is necessary
for the Board to effectively and reasonably perform their
duties.

15. BOARD EVALUATION:

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

16. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

The Company conducts familiarisation sessions for all the
members of the Board including the Independent Directors at
the time of appointment and on an ongoing basis to provide
them an update on 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 athttps//wwwkpigreenenergycom/policies-
disclosures html.

17. RELATED PARTY TRANSACTIONS:

All transactions with related parties are placed before the
Audit Committee for its prior approval. An omnibus approval
from Audit Committee is obtained for the related party
transactions which are repetitive in nature. Prior approvals are
also being obtained for related party transactions which are
long-term in nature and are being placed for noting by Audit
Committee, in compliance of requirements of SEBI Listing
Regulations. 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.

The materially significant Related Party Transactions
pursuant to the provisions of SEBI Listing Regulations were
duly approved by the shareholders of the Company in the
16^th Annual General Meeting held on September 25, 2024
and through Postal Ballot on December 19, 2024 (last date
of e-voting).

The Policy on Related Party Transactions is available on the
Company's website and can be assessed using the link:
httpsV/wwwkpigreenenergycom/policies-disclosures html

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

18. AUDITORS & AUDITORS' REPORT:Statutory Auditor:

Pursuant to the provisions of Section 139 the Companies Act,
2013 read with rules made thereunder, as amended from time
to time, M/s. K A Sanghavi & Co. LLP, Chartered Accountants,
bearing Firm Registration No. 0120846W/W100289, were re¬
appointed as a Statutory Auditors of the Company for the
second term to hold office till the conclusion of the Annual
General Meeting (AGM) of the Company to be held in the
year 2026. The second term of K A Sanghavi & Co. LLP as the
Statutory Auditors of the Company expires at the conclusion
of the ensuing 18^th AGM. Representatives of M/s. K A Sanghavi
& Co. LLP, Statutory Auditor of the Company attended the
previous AGM of the Company held on September 26, 2025.

Statutory Auditors have expressed their unmodified opinion on
the Standalone and Consolidated Financial Statements and
their reports do not contain any qualifications, reservations,
adverse remarks, or disclaimers.

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 18^th AGM of the Company,
the appointment of MSKC & Associates LLP Chartered
Accountants (Firm's Registration No.: 001595S/S000168), a
member firm of BDO International, as the Statutory Auditors
of the Company, to hold office for a term of five consecutive
years from the conclusion of the ensuing 18^th AGM till the
conclusion of 23^rd 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 & Associates LLP. 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 Listing Regulations.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the rules made thereunder, and Regulation
24A of SEBI Listing Regulations, M/s. Chirag Shah &
Associates, Practicing Company Secretaries, (Peer Review
Number 6543/2025), were appointed as Secretarial Auditor
for a term of 5 (five) consecutive years commencing from
financial year 2025-26 to financial year 2029-30 to undertake
the Secretarial Audit of the Company. Further, the Secretarial
Auditor have confirmed that they are not disqualified to be
appointed as a Secretarial Auditor and are eligible to hold
office as Secretarial Auditor of the Company. The Secretarial
Audit Report for the year under review is provided as Annexure
A of this report. The Secretarial Audit Report does not contain
any qualifications, reservation or adverse remarks.

As per the requirements of SEBI Listing Regulations, the
material unlisted subsidiary of the Company i.e. M/s KPIG
Energia Private Limited and M/s Sun Drops Energia Limited
(Formerly Known as Sun Drops Energia Private Limited) have
also undertaken secretarial audit for the FY26. The Secretarial
Audit Report of the Company along with the material
subsidiary companies in ’Form MR-3' for the year under review
is provided as Annexure A of this report.

Cost Auditor:

Pursuant to the provisions of Section 148(1) of the Companies
Act, 2013, read with the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to maintain cost records
as specified by the Central Government. Accordingly, such
accounts and records are made and maintained by the
Company. M/s. V.M. Patel & Associates, Cost Accountants
(Firm Registration No. 101519), the Cost Auditor are in the
process of carrying out the cost audit of the Company for
FY26.

Further, pursuant to the provisions of Section 148 of the
Companies Act, 2013, read with the Companies (Cost Records
and Audit) Rules, 2014, the Board has appointed M/s. V.M. Patel

& Associates, Cost Accountants (Firm Registration No. 101519),
as the Cost Auditor to audit the cost records of the Company
for the financial year 2026-27. The remuneration payable to
the Cost Auditor is subject to ratification by the Members and
accordingly, the necessary Resolution for ratification of the
remuneration payable to M/s. V.M. Patel & Associates, Cost
Accountants, for the audit of cost records of the Company
for FY 2026-27, is being placed for the approval of the
shareholders of the Company at the ensuing AGM.

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 frauds committed in the Company by its Officers
or Employees, to the Audit Committee, as required under
Section 143 (12) of the Companies Act, 2013.

19. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY:

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

20. 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 (KMP) to
the median of employees' remuneration are provided in
Annexure E 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 the Company during business hours on
working days of the Company. If any shareholder is interested
in obtaining a copy thereof, such shareholder may write to the
Company Secretary in this regard.

21. COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961:

The Company is committed to providing a safe, inclusive,
and supportive workplace for all employees. During the year
under review, the Company has complied with all applicable
provisions of the Maternity Benefit Act, 1961. All eligible women
employees have been extended the benefits as prescribed
under the Act, including paid maternity leave, nursing breaks,
and other applicable entitlements. The Company continues

to ensure that policies are aligned with statutory requirements
and promotes the well-being of women employees.

22. EMPLOYEE STOCK OPTION PLAN:

The Company has implemented the KPI Green - ESOP 2023
Plan to provide equity based incentives to certain eligible
employees of the Company and its subsidiary companies.
There is no material change in KPI Green - ESOP 2023 Plan
during the year under review and the scheme is in compliance
with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

The details of stock options granted under the 'KPI Green-
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 the said Regulations, are available on the Company's
website at www.kpigreenenergy.com/Investor-Information.
html. The certificate will also be available for electronic
inspection by the members during the AGM.

The 'KPI Green-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//www kpigreenenergy com/disclosure-under-
regulation-46-?-of-sebi-lodr-regulations-?015 html

There were no stock options granted during the Financial
Year 2025-26. Subsequent to the end of the financial year,
the Company granted 5,71,365 Stock Options to eligible
employees of the Company, as per KPI Green - ESOP
2023 Plan.

23. 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 the Company athttps//www
kpigreenenergy com/policies-disclosures html

Board Diversity

The 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 athttps://www.kpigreenenergy.
com/policies-disclosures.html.

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.

Policy on Directors' appointment and Remuneration:

Pursuant to Section 178(3) of the Act, the Company has
framed a Policy on Nomination, Remuneration and Evaluation
of Directors' appointment and other matters which is
available on the website of the Company athttps//www
kpigreenenergy com/policies-disclosures html

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 cultura
values. Company continually strives to create a safe working
environment by being responsive, caring and committed
to the various needs governing the security and well-being
of employees. The HSE policy has been reviewed by the
company and is also available on the Company's website
https //www kpigreenenergy com/policies-disclosures html

Cyber Security:

In view of increased cyber attack scenarios, the Company has
taken significant strides to bolster its cybersecurity posture
We periodically review and enhance our processes anc
technology controls to align with the evolving threat landscape
The Company's technology environment is equipped with
security monitoring for the network, applications, and data
These measures ensure a resilient technology environment
safeguarding our digital assets and maintaining the integrity
and confidentiality of our information.

Code for Prevention of Insider Trading:

The Company has adopted a Code of Conduct ("Code") tc
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 c
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 UPSI which has been
made available on the Company's websitehttpsV/www
kpigreenenergy com/policies-disclosures html

24. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The 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 o
Directors and employees who avail of the mechanism and
also provides for direct access to the Chairman of the Audi
Committee in exceptional cases. No person has been denied
access to the Chairman of the Audit Committee. The said
policy is uploaded on the website of the Companyhttps/,
www kpigreenenergy com/policies-disclosures html

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

25. CORPORATE SOCIAL RESPONSIBILITY
(CSR):

The Company remains committed to creating a positive
social impact by undertaking its business activities in a
responsible and sustainable manner. Through its Corporate
Social Responsibility ("CSR") initiatives, the Company strives to

contribute to the welfare and socio-economic development
of the communities it serves, in compliance with the provisions
of Section 135 of the Companies Act, 2013 and the rules
framed thereunder.

The 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
the Company athttps://www.kpigreenenergy.com/policies-
disclosures.html. The Annual Report on CSR activities is
annexed as Annexure B to this report.

The Chief Financial Officer of the Company has certified that
CSR spends of the Company for FY26 have been utilized for
the purpose and in the manner approved by the Board of the
Company.

26. 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.

27. CORPORATE GOVERNANCE REPORT:

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

In compliance with corporate governance requirements as
per the SEBI Listing Regulations, the Company has formulated
and implemented a Code of Conduct for all Board members
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 the Company
athttps//www kpigreenenergy com/policies-disclosures html

28. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

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 the
Company from an environment, social and governance (ESG)
perspective, forms part of this Annual Report.

29. 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 and can be assessed using the link:https//www
kpigreenenergy com/financials html

30. 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 D of this Report.

31. 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, the
Company has laid down a Prevention of Sexual Harassment
(POSH) Policy and has constituted Internal Complaints
Committees (ICs) to consider and resolve the complaints
related to sexual harassment. The ICs includes external
members with relevant experience. The Company has zero
tolerance on sexual harassment at the workplace. The ICs
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, no complaints related to sexual
harassment were received. 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

32. 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 athttps//
www kpigreenenergy com/policies-disclosures html

33. DIRECTORS' RESPONSIBILITY STATEMENT:

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

I. in the preparation of the Annual Financial Statements,
the applicable accounting standards have been followed
and there are no material departures;

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

III. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

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

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

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

34. 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.

35. GENERAL DISCLOSURES:

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

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

• Issue of Sweat Equity Shares to employees of the
Company.

• 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.

• 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).

• Application made or any proceeding is pending under
the Insolvency and Bankruptcy Code, 2016.

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

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

• None of the Directors of the Company has been debarred
or disqualified from being appointed or continuing as a
Director by SEBI/Ministry of Corporate Affairs/Statutory
Authorities.

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

36. ACKNOWLEDGEMENT:

The Directors wish to convey their heartfelt appreciation to
the Company's bankers, financial institutions, government and
regulatory authorities, customers, suppliers, business partners,
shareholders, and all other stakeholders for their consistent
support and trust in the Company, both directly and indirectly,
throughout the year. Their encouragement has been a key
pillar in the Company's continued progress.

The Directors also extend their sincere gratitude to every
member 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
KPI Green Energy Limited

Dr. Faruk G. Patel Moh. Sohil Dabhoya

Chairman & Managing Director Whole Time Director

DIN: 00414045 DIN: 07112947