The Board of Directors are pleased to present the 24^th Annual Report along with the Audited Financial Statements of the Company for the
financial year ended March 31, 2025 ("FY 2024-25/ FY25").

FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as on March 31, 2025, 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.

PERFORMANCE HIGHLIGHTS:

Consolidated:

Total revenue of the Company for the financial year 2024-25 stood
at ' 70,200.75 lakhs as against ' 35,197.05 lakhs for the financial
year 2023-24, showing an increase of 99.45%.

EBITDA for the financial year 2024-25 stood at ' 11,460.90 lakhs
as against ' 5,651.41 lakhs for the financial year 2023-24, showing
an increase of 102.80%.

Profit after tax for the financial year 2024-25 stood at ' 7,349.10
lakhs as against ' 3,513.35 lakhs for the financial year 2023-24
showing an increase of 109.18%.

Standalone:

Total revenue of the Company for the financial year 2024-25 stood
at ' 70,200.75 lakhs as against ' 35,197.05 lakhs for the financial
year 2023-24, showing an increase of 99.45%.

EBITDA for the financial year 2024-25 stood at ' 11,461.59 lakhs as
against ' 5,651.41 lakhs for the financial year 2023-24, showing an
increase of 102.81%.

Profit after tax for the financial year 2024-25 stood at ' 7,349.62
lakhs as against ' 3,513.35 lakhs for the financial year 2023-24
showing an increase of 109.19%.

CREDIT RATING:

The Company's commitment to financial discipline and prudence is evident from the strong credit ratings assigned by rating agencies. Please find
below the list of all credit ratings obtained/revised/reaffirmed by the company during the financial year 2024-25:

ICRA has assigned a long-term rating of [ICRA] A- (Stable) to the Company, a particularly notable achievement as it directly secures this high
rating without transitioning through lower ratings. This underscores the strong financial stability, robust business fundamentals, and growing
market credibility of the Company. The summary of the rating action is as follows:

ICRA has reaffirmed and assigned a rating for the enhanced amount of the Company's long-term and short-term facilities. The summary of the
rating action is provided below:

DIVIDEND AND RESERVES:

During the year under review, the Board of Directors of the Company
has declared an interim dividend of Re. 0.20 (4%) 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 Re. 0.20
(4%) per equity share for the financial year 2024-25, subject to the
approval of the shareholders' at the forthcoming 24^th Annual General
Meeting of the Company. 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 at https://kpgreenengineering.
com/policies-disclosures

The company has transferred the whole amount of Profit to retained
earnings as per annexed audited balance sheet for the year ended
March 31, 2025.

UNPAID/UNCLAIMED DIVIDENDS:

During the financial year 2024-25, the Company has transferred an
amount of ' 26,808/- against the unpaid/unclaimed dividend to
the Unpaid Dividend Account. The Statement of unpaid/unclaimed
dividends as on March 31, 2025 is also uploaded on the Company's
website https://kpgreenengineering.com/stock-exchange-submissions.
No funds were required to be transferred to Investor Education and
Protection Fund (IEPF) during the year under review.

LISTING OF EQUITY SHARES:

Equity shares of the Company were listed on the Bombay Stock
Exchange (BSE Limited) on SME Platform on March 22, 2024.

The trading symbol of the Company is 'KPGEL'. Listing fees and the
custodian charges to depositories, for the FY 2024-25 have been
paid to BSE, NSDL and CDSL respectively.

AUTHORIZED AND PAID-UP SHARE CAPITAL:

The Authorised Share Capital of the Company as on March
31, 2025 is ' 25,00,00,000/- (Rupees Twenty-Five Crores only)
divided into 5,00,00,000 (Five Crore only) equity shares of ' 5/-
(Rupees Five only) each.

The Paid-up Share Capital of the Company as on March 31,
2025 is ' 25,00,00,000/- (Rupees Twenty-Five Crores only)
divided into 5,00,00,000 (Five Crore only) equity shares of ' 5/-
(Rupees Five only) each.

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
FY25 or the previous financial years. The Company did not accept
any deposit during the year under review.

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.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

As on March 31, 2025, the company has M/s KPZon Energia Private
Limited, as Subsidiary Company, except this the Company does not
have any other Subsidiaries, Associates and Joint Ventures.

The performance, financial position and the details required under
section 129 of the Companies Act, 2013, for the subsidiary for the
financial year ended March 31, 2025, in Form AOC-1, is attached
as Annexure-C, which forms part of this report.

Further, based on Financial Statement as on March 31, 2025, there
are no material subsidiary of the Company as per the requirements of
the SEBI Listing Regulations.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Board of Directors:

As on March 31, 2025, the Company's Board had Eight members
comprising of one Executive Directors, three Non-Executive
Non-Independent Directors and four Independent Directors including
two Woman Directors. During the year under review, the following
changes took place in the Directorships and Key Managerial
Personnel:

Appointment/Re-appointment during FY25:

Mr. Satya Gopal (DIN: 08144273) was appointed as an Additional
Director (Non-Executive Independent) of the Company w.e.f. March
10, 2025.

Further, the Board evaluated the integrity, expertise, experience, and
proficiency of Mr. Satya Gopal, Independent Director appointed
during the year and is of the opinion that he possess the requisite
qualifications, bring valuable experience and domain knowledge,
and uphold the highest standards of integrity.

Cessation:

Mr. Surinder Kumar Negi (DIN: 00533049) resigned from the
Directorship of the Company with effect from March 10, 2025. The
Board places on record its sincere appreciation of his contributions
during his tenure on the Board of the Company.

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, Mr. Muinulhaque Iqbalhusen Kadva
(DIN: 07661317) is liable to retire by rotation at the ensuing AGM
and being eligible, offers himself for reappointment.

The Board, on recommendation of Nomination and Remuneration
Committee of the Company, recommends the re-appointment of
Mr. Muinulhaque Iqbalhusen Kadva 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:

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, 2025:

1. Mr. Muinulhaque Iqbalhusen Kadva, Whole-Time Director

2. Mr. Pravinkumar Singh, Chief Financial Officer

3. Mr. Saurabh Sharma, Company Secretary & Compliance Officer

MEETINGS OF BOARD OF DIRECTORS:

During the year under review, the Board met 7 (seven) times i.e. on
April 19, 2024, June 12, 2024, July 30, 2024, August 31, 2024,
November 6, 2024, November 30, 2024 and March 10, 2025.
The necessary quorum was present for all the meetings. The maximum
interval between any two meetings did not exceed 120 days.

The details of attendance of the Board members at the Board Meetings during FY 2024-25 and at the last Annual General Meeting held on
September 26, 2024, are as under:

COMMITTEES OF THE BOARD OF DIRECTORS:

The Board Committees plays a vital role in ensuring good corporate governance practices. The Committees are formed to handle specific
activities and ensure the timely resolution of various issues. The Board Committees are set up under the formal approval of the Board to carry out
clearly defined roles under which are considered to be performed by members of the Board, as a part of good governance practice. The Board
supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of all Committee meetings are
presented to the Board for review. As on March 31, 2025, the Board has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

a) Audit Committee:

The Audit Committee acts as a link between Management, Statutory Auditors, Internal Auditors, and the Board in order to oversee the financial
reporting process of the Company. The purpose of the Committee is to monitor the quality and integrity of the accounting, auditing, and financial
reporting processes, including the review of internal audit reports and action taken reports.

The Audit Committee comprise the majority of Independent Directors to enable independent and transparent review of financial reporting
process and internal control mechanism with an objective to further strengthen the confidence of all stakeholders.

During the financial year 2024-25, Meeting of Audit Committee was held 5 (five) times on April 19, 2024, June 12, 2024, August 31, 2024,
November 6, 2024 and March 10, 2025. The intervening gap between two meetings did not exceed 120 days. The Composition of the Audit
Committee and details of attendance of the members during FY 2024-25, are given below:

All members of the Audit Committee have accounting and financial management knowledge and expertise/exposure. The Company Secretary
acts as the Secretary to the Committee. The minutes of each Audit Committee meeting are placed in the next meeting of the Board. The Chairperson
of the Committee was present at the last Annual General Meeting held on September 26, 2024 to answer shareholders' queries.

b) Nomination and Remuneration Committee:

All the members of the Nomination and Remuneration Committee ("NRC") comprises only Non-Executive Directors, with two-thirds being
Independent Directors. During the financial year 2024-25, Meeting of NRC was held 4 (four) times on July 30, 2024, August 31, 2024,
November 6, 2024 and March 10, 2025. The Composition of the NRC and details of attendance of the members during 2024-25, are given
below:

The Company Secretary acts as the Secretary to the NRC. The minutes of each NRC meeting are placed in the next meeting of the Board.

c) Stakeholders' Relationship Committee:

The Stakeholders Relationship Committee of Directors ("SRC") comprises of 3 (three) members, with a majority of Non-Executive Directors.
During the financial year 2024-25, the Meeting of SRC was held once on March 10, 2025. The Composition of the SRC and details of
attendance of the members during 2024-25, are given below:

'Resigned w.e.f. March 10, 2025
²Appointed w.e.f. March 10, 2025

The Company Secretary acts as the Secretary to the Committee. The minutes of each SRC meeting are placed in the next meeting of the Board.
The Chairman of the SRC attended the last AGM held on September 26, 2024 to answer the shareholders' queries.

Details of Investor Complaints:

During the financial year 2024-25, no Investor complaint was received from members. Therefore, there are no pending complaints at the end
of the year.

d) Corporate Social Responsibility Committee:

The Corporate Social Responsibility ("CSR") Committee comprise of 3 (three) members, with a majority of Non-Executive Directors. During the
financial year 2024-25, Meeting of CSR Committee was held 2 (Two) times on August 31, 2024 and March 10, 2025. The Composition of the
CSR Committee and details of attendance of the members during 2024-25, are given below:

The Company Secretary acts as the Secretary to the Committee. The minutes of each CSR meeting are placed in the next meeting of the Board.

INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on March 10, 2025, 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.

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.

BOARD FAMILIARISATION AND TRAINING
PROGRAMME:

The Board is regularly updated on changes in statutory provisions,
as applicable to the Company. The Board is also updated on the
operations, functions and nature of industry in which the Company
operates. These updates help the Directors in keeping abreast of key
changes and their impact on the Company. Additionally, the Directors
also participate in various programmes where above-mentioned
subject matters are apprise to the Directors of the Company.

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 FY25 and hence does not form part
of this report.

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

Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, the Company has filed disclosure for the half year
ended March 31, 2025 to the stock exchange, for the related party
transactions.

AUDITORS & AUDITORS' REPORT:

Statutory Auditors:

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. In accordance with the
provisions of the Act, the appointment of Statutory Auditors is not
required to be ratified at every AGM. The Statutory Auditors have
confirmed that they are not disqualified to continue as Statutory
Auditors and are eligible to hold office as Statutory Auditors of the
Company.

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, 2024.

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.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the rules
made thereunder, as amended from time to time, the Board has re¬
appointed M/s. Chirag Shah & Associates, Practicing Company
Secretaries, to undertake the Secretarial Audit of the Company
for FY25. The Secretarial Audit Report for the year under review is
provided as Annexure-A of this report. The Secretarial Audit Report
for FY25 is unqualified and does not contain any observation.

Further, pursuant to amended Regulation 24A of SEBI Listing
Regulations, M/s. Chirag Shah & Associates ('CSA'), Company
Secretaries in Practice, (Peer Review Number: 6543/2025), as the
Secretarial Auditors of the Company for a period of five consecutive

financial years from 2025-26 to 2029-30. The appointment is
subject to shareholders' approval at the AGM. M/s. Chirag Shah
& Associates have confirmed that they are not disqualified to be
appointed as a Secretarial Auditors and are eligible to hold office as
Secretarial Auditors of the Company.

Cost Auditors:

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 FY25.

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
2025-26. 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, 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.

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.

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 the rules made thereunder, as amended from time
to time, are not applicable to the Company as none of the employees
has received remuneration above the limits specified in the rule 5(2)
& (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 during the financial year 2024-25.

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.

EMPLOYEE STOCK OPTION PLAN:

During the year under review, the Board of Directors proposed certain
modifications to the existing Employee Stock Option Plan, which were
approved by the shareholders of the Company through postal ballot
on September 5, 2024. These include the change in the name of the
scheme from "KP Green Engineering Private Limited - Employee Stock
Option Plan 2023” to "KP Green Engineering Limited - Employee
Stock Option Plan 2023" ("KP GREEN ENGINEERING - ESOP
2023”), ratification of amendments made to the scheme for better
alignment with regulatory and business requirements, and ratification
of the extension of the scheme to cover employees of the existing
subsidiary and/or associate companies of the Company, whether in
India or abroad.

Further, the statutory disclosures as mandated under the Act and the
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations”) and a certificate from Secretarial Auditor, confirming
implementation of the Scheme in accordance with SEBI SBEB
Regulations and Shareholders resolutions have been hosted on the
website of the Company at www.kpgreenengineering.com and same
will be available for electronic inspection by the shareholders during
the AGM of the Company.

During the year under review, no ESOPs were granted by the
Company to eligible employees.

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 at https://kpgreenengineering.com/
policies-disclosures.

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 at https://
kpgreenengineering.com/policies-disclosures.

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 at https://kpgreenengineering.com/policies-disclosures.

Health, Safety & Environment Policy:

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

Code for Prevention of Insider Trading:

The Company has adopted a Code of Conduct ("Code”) to regulate,
monitor and report trading in Company's shares by Company's
designated persons and their immediate relatives as per the
requirements under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Code, inter
alia, lays down the procedures to be followed by designated persons
while trading/dealing in Company's shares and sharing Unpublished
Price Sensitive Information ("UPSI”). The Code covers Company's
obligation to maintain a digital database, mechanism for prevention
of insider trading and handling of UPSI, and the process to familiarize
with the sensitivity of UPSI. Further, it also includes code for practices
and procedures for fair disclosure of UPSI which has been made
available on the Company's website https://kpgreenengineering.
com/policies-disclosures.

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 of Directors and employees who avail of the
mechanism and also provides for direct access to the Chairperson
of the Audit Committee in exceptional cases. No person has been
denied access to the Chairperson of the Audit Committee. The
said policy is uploaded on the website of the Company https://
kpgreenengineering.com/policies-disclosures.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The details of the CSR Committee are provided under the heading
"Committees of the Board of Directors” in this report. The CSR
Policy is available on the website of the Company at https://
kpgreenengineering.com/policies-disclosures. 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 FY25 have been utilized for the purpose
and in the manner approved by the Board of the Company.

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.

CORPORATE GOVERNANCE:

Since the Company is listed on BSE SME, the Company is exempt
from applicability of certain regulations pertaining to 'Corporate
Governance' under Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on
March 31, 2025, 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://kpgreenengineering.com/financials.

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.

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

RISK MANAGEMENT:

The Company has a structured Risk Management Framework designed
to identify, assess, and mitigate risks appropriately. The Board
oversees the implementation and monitoring of the risk management
plan for the Company. The Audit Committee has 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.

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.

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.

GENERAL DISCLOSURES:

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

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

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

• 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.

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
KP Green Engineering Limited

(Formerly Known as K P Buildcon Private Limited)

Dr. Faruk G. Patel Muinulhaque Iqbalhusen Kadva

Place: Surat Chairman & Director Whole Time Director

Date: September 1, 2025 DIN: 00414045 DIN: 07661317