Dear Shareholders,
The Board of Directors are pleased to present the 17th
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:
Rs. In lakhs
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
1,59,200.01 |
72,375.96 |
1,73,545.35 |
1,02,390.01 |
| Other Income |
1,548.00 |
578.71 |
1,970.41 |
691.55 |
Total Income |
1,60,748.00 |
72,954.67 |
1,75,515.76 |
1,03,081.56 |
| Expenditure |
1,14,738.83 |
47,710.39 |
1,17,428.36 |
68,736.20 |
Profit Earnings before interest, tax,
depreciation and amortization (EBITDA) |
46,009.18 |
25,244.28 |
58,087.40 |
34,345.36 |
| Finance Cost |
6,782.01 |
7,638.59 |
7,945.12 |
8,606.21 |
| Depreciation |
5,185.20 |
3,546.99 |
6,051.04 |
4,037.41 |
Profit Before Taxation |
34,041.96 |
14,058.70 |
44,091.23 |
21,701.74 |
| Tax expenses |
8,806.54 |
3,687.10 |
11,563.48 |
5,536.06 |
Profit for the period |
25,235.42 |
10,371.60 |
32,527.75 |
16,165.68 |
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
^1,75,515.76 lakhs as against ^1,03,081.56 lakhs for the financial year 2023-24, showing
an increase of 70%.
EBITDA for the financial year 2024-25 stood at 758,087.40 lakhs as
against 734,345.36 lakhs for the financial year 2023-24, showing an increase of 69%.
Profit after tax for the financial year 2024-25 stood at 732,527.75
lakhs as against 716,165.68 lakhs for the financial year 2023-24 showing an increase of
101%.
Standalone:
Total revenue of the Company for the financial year 2024-25 stood at
71,60,748.00 lakhs as against 772,954.67 lakhs for the financial year 2023-24, showing an increase
of 120%.
EBITDA for the financial year 2024-25 stood at 746,009.18 lakhs as
against 725,244.28 lakhs for the financial year 2023-24, showing an increase of 82%.
Profit after tax for the financial year 2024-25 stood at 725,235.42
lakhs as against 710,371.60 lakhs for the financial year 2023-24 showing an increase of
143%.
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.
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%), Re. 0.20 (4%) and Re. 0.20 (4%) aggregating to ^ 0.60/-
(12%) per equity share having a face value of R5/- 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 17th 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://www.
kpiareenenerav.com/policies-disclosures.html
The company hastransferred the whole amount of Profit to retained
earnings as per annexed audited Balance sheet for theyear ended March 31, 2025.
UNPAID/UNCLAIMED DIVIDENDS:
During the financial year 2024-25, the Company has transferred an
amount of R 1,83,793.20/- 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://www.kpiareenenerav. com/stock-exchanae-submissions.html.
No funds were required to be transferred to Investor Education and Protection Fund (IEPF)
during the year under review.
SHARE CAPITAL:
Change in Authorised Share Capital:
During the year under review, pursuant to the shareholders'
approval obtained through postal ballot on June 28, 2024, the Company sub-divided 1 (One)
equity share of face value RIO/- (Rupees Ten only) into 2
(Two) equity shares of face value R5/- (Rupees Five only) each.
Consequently, the authorised share capital of the Company has been revised to
R70,00,00,000/- (Rupees Seventy Crores), divided into 14,00,00,000 (Fourteen Crores)
equity shares ofR5/- (Rupees Five only) each.
During the year under review, pursuant to the shareholders'
approval received by way of postal ballot on December 19, 2024, the Company has increased
the authorised share capital of the Company R70,00,00,000/- (Rupees Seventy Crore) divided
into 14,00,00,000 (Fourteen Crore) Equity Shares of R5/- (Rupees Five) each to
R130,00,00,000/- (Rupees One Hundred Thirty Crore) divided into 26,00,00,000 (Twenty-Six
Crore) Equity Shares of R5/- (Rupees Five) each, by creation of additional 12,00,00,000
(Twelve Crore) Equity Shares of R5/- (Rupees Five) each ranking pari passu with the
existing Equity Shares.
Sub-division of Equity Shares:
During the year under review, in order to enhance the liquidity and
affordability of the Company's equity shares, and pursuant to the approval of the
Board in its meeting held on May 23, 2024, and the approval of the Members of the Company
byway of postal ballot on June 28, 2024, the Company has sub-divided its equity shares
from One equity share having face value of R10/- (Rupees Ten only) each, fully paid-up,
into 2 (Two) equity shares having face value of R5/- (Rupees Five only) each, fully
paid-up. The record date fixed for the purpose of the sub-division was July 18, 2024.
Raising funds through issuance of equity shares by
way of Qualified Institutions Placement:
During the year under review, following the successful completion of
its first-ever equity raise of R300 crores through a Qualified Institutions Placement
(QIP) in December 2023, the Company further raised R1.000 crores thro ugh its second QIP,
which was a Iso successfully completed. Pursuant to the approval of the Board in its
meeting held on May 13, 2024, and the approval of the Members of the Company by way of
postal ballot on June 28, 2024, the Company issued and allotted 1,06,95,187
EquitySharesoffacevalueR5/- (Rupees Fiveonly) each at a price of R935/- per equity share,
including a premium of R930/- per equity share. The issue price reflected a discount of
4.91% on the floor price of R983.24/-. The allotment to Qualified Institutional Buyers was
made on August 16, 2024.
Pursuant to the provisions of Regulation 32(7A) of the Listing
Regulations, the Company had fully utilized the net proceeds of QIP as on March 31, 2025,
in objects mentioned below:
R In Lakhs)
| Sr. No. Object for which
funds have been utilized |
Funds Allocated |
Funds Utilized |
| 1 Prepayment or repayment, in full or part,
of all or a portion of certain of the outstanding borrowings availed by our Company. |
41,500 |
41,500 |
| 2 Funding the working capital requirements of
our Company |
40,500 |
40,500 |
| 3 General Corporate Purposes |
16,300 |
16,300 |
| 4 Fees, Commissions and other estimated
expenses |
1,700 |
1,700 |
Total Cross Proceeds |
100,000 |
100,000 |
Issue of Bonus equity shares:
During the year under review, in order to encourage the shareholders'
continued support, Pursuant to the approval of the Board in its meeting held on November
14, 2024 and the approval of the Members of the Company by way of postal ballot on
December 19, 2024, the Company has allotted 6,56,30,202 equity shares having face value of
^5/- each as bonus equity share, in the ratio of One (1) equity share having face value of
^5/- each for every Two (2) existing equity share having face value of ^5/- each in its
Board Meeting held on January 6, 2025.
The Authorised Share Capital of the Company as on March 31, 2025 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, 2025 is
^19,68,90,605/- (Rupees Nineteen Crores Sixty-Eight lakh Ninety Thousand Six Hundred and
Five only) divided into 98,44,53,025 (Ninety-Eight Crore Forty-Four lakh Fifty-Three
Thousand and Twenty- Five) 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:
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 October 11,
2024, approved the allotment of 10,66,098 equity shares of Sun Drops Energia Private
Limited to Dr. Faruk G. Patel on a private placement basis. Consequent to this allotment,
the shareholding of the Company in Sun Drops Energia Private Limited has been diluted,
resulting in a change in the status of Sun Drops Energia Private Limited from a wholly
owned subsidiary to a subsidiary of the Company. Accordingly, Sun Drops Energia Private
Limited ceased to be a wholly owned subsidiary of the Company during the year under
reviewand continuesto remain a subsidiary.
During the year under review, the Company along with its wholly owned
subsidiary, M/s KPark Sunbeat Private Limited, acquired a stake in Miyani Power Infra LLP
(LLPIN: AAI-6316) on July 25, 2024. The Company holds a 99% stake in Miyani Power Infra
LLP through direct capital contribution, while the remaining 1% stake is held through its
wholly owned subsidiary, M/s KPark Sunbeat Private Limited, also by way of capital
contribution. As a result, Miyani Power Infra LLP became a wholly owned LLP of the Company
with effect fromJuly25,2024.
With the above, the company has below mentioned subsidiaries as on
March 31, 2025, 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 Private Limited, Subsidiary
3. KPark Sunbeat Private Limited, Wholly Owned Subsidiary
4. Miyani Power Infra LLP, Wholly Owned LLP
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, 2025 in the prescribed format AOC-1, is attached as Annexure-C, which
forms part of this report.
Based on the Financial Statement as on March 31, 2025, M/s KPIG Energia
Private Limited and M/s Sun Drops Energia Private Limited, are the unlisted material
subsidiaries of the Company in terms of the requirement of Regulation 24(1) of the SEBI
Listing Regulations. The Company has a policy for determining ‘material
subsidiaries' which is uploaded on the website of the Company at
https://www.kpiareenenerav.com/policies- disclosures.html.
ALTERATION IN THE CONSTITUTIONAL DOCUMENT:
The Board of Directors of the Company has, in its meeting held on September
1, 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, which shall be subject to
approval of the shareholders at the ensuing Annual General Meeting (“AGM”). More
details of proposed changes in the Memorandum of Association of the Company are disclosed
in the notice calling the 17th AGM, which forms part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Board of Directors:
As on March 31, 2025, 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 FY25:
Mr. Satya Gopal (DIN: 08144273) was appointed as an Additional Director
(Non-Executive Independent) of the Company w.e.f. March 11, 2025. His appointment as
Director (Non-Executive Independent) was approved by the shareholders by way of Postal
Ballot on June 6, 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.
Mr. Mohmed Sohil Yusufbhai Dabhoya (DIN: 07112947) was reappointed as
Whole-Time Director for a term of five years commencing from September 28, 2024 to
September 27, 2029, in the Annual General Meeting held on September 25, 2024.
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. Mohmed
Sohil Yusufbhai Dabhoya (DIN: 07112947) is liable to retire by rotation
at the ensuing AGM and being eligible, offers himself for re-appointment.
The Board, on recommendation of Nomination and Remuneration Committee
of the Company recommendsthe re-appointment of Mr. Mohmed Sohil Yusufbhai Dabhoya 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. 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
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, 2025, 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.
MEETINGS OF BOARD OF DIRECTORS:
The Board met 19 (nineteen)timesduringtheyear 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.
INDEPENDENT DIRECTORS' MEETING:
The Independent Directors met on March 11, 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 specif icduties& 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. The details of such programmes are provided in
the Corporate Governance Report, which forms part of this Annual Report.
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.
During the year, 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 16th 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:
https://www.kpiareenenerav.com/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.
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 25, 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.
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.
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 Private Limited havealso undertaken secretarial audit for the FY25. The
Secretarial Audit Report of the Company along material subsidiary company in ‘Form
MR-3' for the year under review is provided as Annexure-A of this report.
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 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 OfficeoftheCompanyduring
business hourson 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.
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:
Theshareholdersatthe 15th AGM held on September 29, 2023,
approved the adoption of ‘KPI Green-ESOP 2023' for granting up to 5,00,000 stock
options to eligible employees of the Company and its Group Companies, excluding promoters,
promoter group, Independent Directors, and those holding more than 10% equity. The Plan,
administered by the Nomination and Remuneration Committee in line with the Companies Act,
2013 and the Securities and Exchange Board of India (Share Based Employee Benefitsand
Sweat Equity)
Regulations, 2021 (“SEBI SBEB Regulations”), aims to retain
talent, align employee interests with shareholders, and promote long-term value creation.
Pursuant to the bonus issue approved on February 7, 2024, in the ratio of 1:2, the ESOP
Pool was increased to 7,50,000 options.
During the year under review, the Nomination and Remuneration Committee
of the Company, at its meeting held on April 2, 2024, approved the grant of 6,01,399 (Six
lakh One Thousand Three Hundred Ninety-Nine) stock options to eligible employees of the
Company, its Subsidiary, and Associate Companies under KPI Green - ESOP 2023. These
options shall be adjusted to reflect the impact of any bonus, split, or other corporate
actions, as applicable.
During the year under review, Pursuant to the approval of the Board on
May 23, 2024, and Members via Postal Ballot on June 28, 2024, the Company sub-divided its
equity shares from P10 to P5 each, fully paid-up, effective from the record date July 18,
2024. In view of the split, the ESOP Pool was proportionately increased to 15,00,000
(Fifteen lakh) options.
During the year under review, the shareholders of the Company, on
December 19, 2024,through Postal Ballot, approved the issuance of Bon us equity shares in
the ratio of 1:2 (One new equity shares for every two-equity share held in the Company)
and owing to the bonus issue, the ESOP Pool was increased to 22,50,000 (Twenty Two lakh
Fifty Thousand) ESOPs.
Owing to the above changes, the options granted were adjusted to
18,04,197 to reflect the impact of the stock split and bonus issue as mentioned earlier.
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 ofthesaid Regulations, are available on the Company's website at www.
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 a Iso
available on the Company's website at https://www.kpiareenenerav.com/disclosure-
under-reaulation-46-2-of-sebi-lodr-reaulations-2015. html
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://www.kpiareenenerav.com/policies-disclosures. html.
Board Diversity:
The Company recognizes and embracesthe 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:// www.kpiareenenerav.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 implementsthis 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://www.kpiareenenerav.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 cultural values.
Company continually strives to create a safe working environment by being responsive,
caring and committed to the various needs governing the security and well-being of
employees. The HSE policy has been reviewed by the company and is also available on the
Company's website https://www.kpiareenenerav. com/pol icies-disclosures.html
Cyber Security:
In view of increased cyberattack scenarios, the Company has taken
significant strides to bolster its cybersecurity posture. We periodically review and
enhance our processes and technology controls to align with the evolving threat landscape.
The Company's technology environment is 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”) 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 ww.kpiareenenerav.com/
policies-disclosures.html
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 Chairman of the Audit 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
Company disclosures, html.
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 in the Corporate
Governance Report, which forms part of this Annual Report. The CSR Policy is available on
the website of the Company at vw.kpiareenenerav.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 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 forthe year under review,
as stipulated under the SEBI Listing Regulations, is presented in a section forming part
of this Annual Report.
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 at ittps://www.
kpiareenenerav.com/policies-disclosures.html.
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, 2025,
describing the initiatives taken by the Company from an environment, social and governance
(ESG) perspective, forms part of this Annual Report.
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:
attps://www.kpiareenenerav.com/financials.html.
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 asAnnexure-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 haszero 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 hasformed a Risk Management Committee (RMC) to
frame, implement and monitor the risk management plan for the Company. The RMC is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks and controls. The
major risks identified by the businesses are systematically addressed through mitigation
actions on a continual basis. The policy on Risk Management is also available on the
website of the Company at ittps://www. kpiareenenerav.com/policies-disclosures.html.
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
thefinancial 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 bythe 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 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 bythe employees in
respect of shares for the subscription/ purchase of which loan was given bythe 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.
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For and on behalf of the Board of Directors |
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KPI Green Energy Limited |
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Dr. Faruk G. Patel |
Moh. Sohil Dabhoya |
Place: Surat |
Chairman & Managing Director |
Whole Time Director |
Date: September 1, 2025 |
DIN: 00414045 |
DIN: 07112947 |
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