Kalpataru Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your Directors are pleased to present their Report together with the Audited Financial Statements (Standalone and Consolidated)
for the financial year ended on March 31,2026.

FINANCIAL PERFORMANCE AND STATE OF THE COMPANY AFFAIRS

	Standalone		Consolidated
	2025-26	2024-25 |	2025-26	2024-25
Total Revenues	372.21	536.59	3536.71	2,331.59
Profit/Loss before Depreciation and Amortization expenses, Tax and Exceptional items	(5.62)	60.56	149.93	113.57
Profit before Tax and Exceptional Items	(26.42)	41.44	103.51	75.92
Exceptional items	1.74	-	7.70	-
Tax Expense	(11.93)	18.19	15.85	51.18
Profit after Tax	(16.23)	23.25	79.96	24.74
Other Comprehensive Income (net of tax)	(1.68)	0.20	(2.67)	(0.43)
Total Comprehensive Income for the period |	(17.91)	23.45	77.29	24.31

Consolidated Operations

Your Company''s consolidated total revenue for the
year ended March 31, 2026 stood at H 3,536.71 crore,
registering a growth of approximately 52% over
H 2,331.59 crore reported in the previous year ended on March 31,
2025. The consolidated profit after tax increased to H 79.96 crore
for the year ended March 31, 2026, compared to H 24.74 crore for
the year ended March 31, 2025, reflecting a strong improvement
in the Company''s overall financial performance and profitability.

Standalone Operations

During the year under review, your Company''s standalone
total revenue amounted to H 372.21 crore for the year ended
March 31, 2026, as against H 536.59 crore for the year ended
March 31, 2025. The Company reported a standalone loss after
tax of H 16.23 crore, compared to a profit of H 23.25 crore in
the previous year.

OPERATIONAL OVERVIEW AND KEY BUSINESS
DEVELOPMENT

On a consolidated basis, the financial year 2025-26 reflected
robust operational performance and continued strengthening
of the balance sheet. Throughout the year, we remained
committed to deliver the projects on time, ensuring that
possession is handed over to our valued customers in a time
bound manner, while adhering to highest standards of quality
and excellence.

Key Highlights

Revenue Growth: Your Company reported consolidated revenue
from operations of H 3,436 crore for the financial year 2025-26,
reflecting a 54.63% year-on-year growth. This performance
was largely driven by speedy project execution, which enabled
timely revenue recognition.

Strong Pre-Sales & Collections: Your Company on an overall
basis recorded strong growth in pre-sales and collections
of H 5280 crore, up 17% year-on-year and H 4960 crore, up
34% year-on-year.

Operational Efficiency: Your Company reported on a
consolidated basis an EBITDA margin of 5.2% compared to
5.1% in previous year. Our Adjusted EBITDA stood at H 1022
crore compared to H 681 crore, a growth of 50.07% from last
year while our Adjusted EBITDA % reduced marginally from
30.6% to 29.8%. Your Company also reported on a consolidated
basis a profit after tax of H 80 crore for the full year as against H
25 Crore in previous year.

Strengthening of Balance sheet: As of March 31,2026, net debt
stood at H 8,106 crore, a reduction of H 1,204 crore since March
2025. Net debt to equity ratio, a key metric used to determine
the health of the balance sheet stands at 2.0x as on March 31,
2026 as compared to 3.8x on March 31, 2025. During the year
under review, your Company achieved a significant milestone in
its journey by successfully listing on BSE Limited (“BSE") and
National Stock Exchange Limited (“NSE", together with BSE be
referred to as “Stock Exchanges") on July 1, 2025. Through the
equity issuance by way of Initial Public Offer (“IPO"), we raised
H 1,590 crore with strong participation from marquee investors.
In line with the stated objectives of the issue, approx H 1,190
crore was utilized towards repayment of outstanding debt.

New Project Launches, Completions and Business
Development - Your Company (Kalpataru Limited including its
subsidiaries) launched 4 towers/phases in 3 Projects and 1 New
Project in financial year 2025-26 totalling ~1.80 million sq.ft.
Your Company also received Occupation Certificate (OC) for
—1.37 million sq.ft area in Q4 financial year 2025-26 and —5.15
million sq.ft in financial year 2025-26 aggregating to —3,000
apartments. Your Company signed Development Agreement

(DA) for a Society Redevelopment of —3 acre land parcel in
Andheri (W), Mumbai with an estimated GDV of —H 1,400 crore.

Looking Ahead

With a stronger balance sheet, your Company enter the new
fiscal year with clear focus on delivering a portfolio of —
43.3 Million. sq.ft. with improving pre-sales and enhancing
collections. Backed by strong operational performance, a
dedicated team, and a clear strategic roadmap, your Company
is well-positioned to create long term sustainable value for all
our stakeholders.

CAPITAL STRUCTURE

During the year under review, the Authorised Share Capital
of the Company stood at H 5,015,000,000 comprising of
49,98,00,000 Equity Shares of H 10/- each and 17,00,000
Redeemable Preference Shares of H 10/- each.

As on March 31,2026, the paid-up share capital of your Company
comprising of 20,59,13,993 Equity Shares of face value H 10/-
(Ten) each aggregating to H 205,91,39,930/- (Indian Rupees Two
Hundred Five Crore Ninety One Lakhs Thirty Nine Thousand
Nine Hundred Thirty only) and 9,50,000 Preference Shares of
face value H 10 (Ten) each aggregating to H 95,00,000/- (Indian
Rupees Ninety-Five Lakh only). Details of the capital structure
of the Company is provided in standalone financial statement
forming part of this Annual Report.

Your Company was listed on the Stock Exchanges on July 1,2025.

Pursuant to the IPO in compliance with the provisions of the
Companies Act, 2013 (“Act"), the rules made thereunder,
and the applicable provisions of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“SEBI ICDR Regulations"), your
Company made allotment of total 3,84,24,456 Equity Shares of
face value of H10/- each as per details set out below:

• 3,82,21,164 Equity Shares of face value of H10/- each at an
Issue Price of H414/- per Equity Share to:

o Retail Individual Investors;
o Non-Institutional Investors;
o Anchor Investors; and

o Qualified Institutional Buyers;

• 2,03,292 Equity Shares of face value of H10/- each at an
Issue Price of H376/- per Equity Share (with a discount
of H38/- on the Issue Price per Equity Share) to the
Eligible Employees.

There was no change in the share capital of the Company
occurring between the end of the financial year 2025-26 and
the date of this Board''s Report.

DIVIDEND

To conserve resources for future growth of the Company,
your Directors do not recommend payment of any dividend
on equity shares.

The Company has not paid any interim dividend during the
financial year under review.

POLICY ON DIVIDEND DISTRIBUTION

In terms of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations"), the Board of your Company has framed and
adopted a Policy on Dividend Distribution. The same is available
on the website of your Company athttps://www.kalpataru.com/
uploads/1744718830.pdf.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to
General Reserves.

After listing of equity shares of the Company on Stock
Exchanges on July 1, 2025, pursuant to the terms of Rule
18(7) of the Companies (Share Capital and Debentures) Rules,
2014, your Company is not required to maintain Debenture
Redemption Reserve.

DEPOSITS

Your Company has not accepted or renewed any amount falling
within the purview of provisions of Section 73 of the Companies
Act, 2013 (‘Act'') read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 read with schedule V of the SEBI
Listing Regulations, Management Discussion and Analysis
Report for the year under review, is presented in separate
section which forms part of this Annual Report.

SUBSIDIARY/ ASSOCIATE/JOINT VENTURE

As on March 31, 2026, your Company had 32 (Thirty-Two)
subsidiaries, 1(One) Associate entity and 2 Joint Venture entities.
During the year under review, there were no companies which
became or ceased to be subsidiaries, joint ventures or associate
companies of your Company. Further, your Company has
economic interest in two partnership firms, which is controlled
by the Company.

The highlights of the financial performance of the subsidiaries
(including partnership firms), associate, and joint venture
entities, along with their respective contributions to the overall
performance of the Company during the year under review as
required under section 129(3) of the Act read with the rules
made thereunder, are provided in the notes to the Consolidated
Financial Statements and in Form AOC-1 forming part of
this Annual Report.

The Company''s Board of Directors (“Board”) reviewed the
affairs and performance of its subsidiaries/associates on a
quarterly basis. There was no material change in nature of the
business of the subsidiaries, associate or joint venture entities
during the financial year 2025-26.

Kalpataru Gardens Limited (formerly known as Kalpataru
Gardens Private Limited) and Kalpataru Properties Limited
(formerly known as Kalpataru Properties Private Limited)

were converted from private limited companies to public
limited companies. The Registrar of Companies, Central
Processing Centre, issued fresh Certificates of Incorporation
upon conversion on February 24, 2026 and March 11,
2026, respectively.

Unlisted Material Subsidiaries

In accordance with Regulations 16(1 )(c) and 24(1) of the
SEBI Listing Regulations, the Company had adopted a
“Policy for Determining Material Subsidiaries" specifying
criteria for identifying material subsidiaries and outlines the
governance requirements and the same can be accessed
on the Company''s websitehttps://www.kalpataru.com/
uploads/1750843842 685bc1c21e5d7.pdf.

During the year under review, following subsidiaries of the
Company were identified as material subsidiaries in terms of
Regulation 16(1)(c) of the SEBI Listing Regulations:

1. Kalpataru Gardens Limited (“KGL”) (formerly known as
Kalpataru Gardens Private Limited);

2. Kalpataru Properties Limited (“KPL”) (formerly known as
Kalpataru Properties Private Limited);

3. Kalpataru Retail Ventures Private Limited (“KRVPL”);

4. Agile Real Estate Private Limited (“AREPL”); and

5. Arimas Real Estate Private Limited (“Arimas”).

Further, in compliance with Regulation 24(1) of the SEBI Listing
Regulations, pertaining to the requirement of nominating
atleast one independent director of the listed entity on the board
of an unlisted material subsidiary, Ms. Anjali Seth, Independent
Director of the Company also serves as Independent Director
on the Boards of KGL, KPL and KRVPL.

Further, in terms of Regulation 16(1)(c) of the SEBI Listing
Regulations, based on the audited consolidated financial
statements for the year ended March 31, 2026, the following
subsidiaries have been identified as material subsidiaries for
the financial year 2026-27:

1. Alder Residency Private Limited

2. Kalpataru Properties Limited

3. Agile Real Estate Private Limited

4. Arimas Real Estate Private Limited

CORPORATE RESTRUCTURING

a) Scheme of arrangement between Kalpataru Properties
Limited and the Company:

Your Board, at its meeting held on January 22, 2024, has
approved the scheme of arrangement between Kalpataru
Properties Limited (“KPL”) (formerly known as Kalpataru
Properties Private Limited) (“Demerged Company/
KPL”) and your Company (“Resulting Company”) and
their respective shareholders (“KPL Scheme”) under
Sections 230 to 232 and other applicable provisions of
the Companies Act, 2013, providing for the demerger of
the project ''Kalpataru Magnus'', situated at Bandra (East),
Mumbai, Maharashtra (“Demerged Undertaking”) from
the Demerged Company on a going concern basis into
Resulting Company as on the Appointed Date i.e., April 1,

2024 or any other date as may be approved by the Hon''ble
National Company Law Tribunal, Mumbai. The Scheme
was filed with Hon''ble National Company Law Tribunal,
Mumbai on September 30, 2024.

The Scheme, as on the date of signing of this report, is
currently pending for the approval of National Company
Law Tribunal, Mumbai.

b) Scheme of Arrangement between the Company and
Kalpataru Residency Private Limited:

A Scheme of Arrangement between your Company
(“Demerged Company”) and Kalpataru Residency Private
Limited (“Resulting Company/ KRPL”) and their respective
shareholders (“KRPL Scheme”) under Sections 230 to
232 and other applicable provisions of the Companies Act,
2013, providing for the demerger of the project ''Yoganand'',
situated in Borivali, Mumbai (“Demerged Undertaking”)
from your Company (“Demerged Company”) on a going
concern basis was filed with Hon''ble National Company
Law Tribunal, Mumbai on September 30, 2024.

Further, the Board of Directors at their meeting held on
November 10, 2025 approved withdrawal of KRPL Scheme.
Hon''ble National Company Law Tribunal, Mumbai Bench,
vide its Order dated November 25, 2025 has allowed the
withdrawal of the Scheme.

c) Composite Scheme of Arrangement:

The Board of Directors of your Company has approved
Composite Scheme of Arrangement amongst Kalpataru
Retail Ventures Private Limited (“KRVPL" or “Demerged
Company" or “Transferor Company 1") and Kalpataru
Properties (Thane) Private Limited (“KPTPL" or “Resulting
Company") and Alder Residency Private Limited (“ARPL"
or “Transferor Company 2") and Kalpataru Residency
Private Limited (“KRPL" or “Transferor Company 3") and
Ardour Developers Private Limited (“ADPL" or “Transferor
Company 4") and Aspen Housing Private Limited (“AHPL"
or “Transferor Company 5") and Kalpataru Limited (“KL" or
“Transferee Company") and their respective shareholders
under Sections 230-232 and other applicable provisions of
the Act and rules made thereunder for;

a) Demerger of Korum Mall Business (Demerged
Undertaking) from KRVPL to KPTPL.

b) Amalgamation of KRVPL, ARPL, KRPL,
ADPL, AHPL with KL.

The Appointed Date of the Scheme is April 1, 2026 or such
other date as may be approved by the Hon''ble National
Company Law Tribunal or any other appropriate authority.

INTERNAL FINANCIAL CONTROL MECHANISM AND
ITS ADEQUACY

The Company has in place adequate internal financial controls
with reference to the Financial Statements commensurate with
the size, scale and complexity of its operations. Such controls
have been assessed during the year. Based on the results of such
assessments carried out by the Management, no reportable

material weakness or significant deficiencies in the design or
operation of internal financial controls were observed.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules,
2014, and based on the representations received and after
due enquiry, your Directors confirm that they have laid down
internal financial controls with reference to the Financial
Statements and these controls are adequate. The Company has
also adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, the safeguarding of its
assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the year were in
the ordinary course of business and on arm''s length basis.

During the year under review, your Company has entered
into Material Related Party Transactions as previously
approved by the Members under Regulation 23 of the SEBI
Listing Regulations.

The Company has not entered into Material Related Party
Transactions as per the provisions of the Companies Act, 2013
and a confirmation to this effect as required under section
134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as
Annexure I, which forms part of this Report.

The disclosures in relation to the transactions with Related
Parties pursuant to IND AS 24 and Para A of Schedule V
of the SEBI Listing Regulations are provided in Note No.
34 of the Standalone Financial Statements forming part of
this Annual Report.

The “Policy on dealing with Related Party Transactions" of your
Company is available on its website athttps://www.kalpataru.
com/uploads/1750324010 6853d32a7bfe2.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
as amended, the top 1000 listed entities based on market
capitalization (as on March 31 of each financial year) are required
to include a Business Responsibility and Sustainability Report
(BRSR) as part of their Annual Report. The Company was listed
on the stock exchanges on July 1, 2025, and has subsequently
met the prescribed market capitalization threshold as of
December 31, 2025. In accordance with Regulation 3(2)(b)
of the SEBI Listing Regulations, although the Company falls
within the top 1,000 listed entities by market capitalization,
it is exempt from submitting the Business Responsibility and
Sustainability Report (BRSR) for the financial year 2025-26.
The BRSR requirements shall be applicable to the Company
from the financial year 2026-27 onwards. Necessary systems
and processes are currently being developed to ensure timely,
accurate, and comprehensive reporting in line with SEBI''s
prescribed BRSR framework and disclosure requirements.

INVESTOR RELATIONS (IR)

Being the first year following the listing of its equity
shares on the Stock Exchanges, the Company has placed
significant emphasis on establishing a robust and effective
investor relations framework. Your Company recognizes the
importance of building and maintaining strong relationships
with shareholders and the investment community at large.
The Company continuously strives for excellence in its IR
engagement and ensures that effective, transparent, and timely
communication is maintained with the investment community.
Your Company engages with the investment community
through structured quarterly conference calls, periodic
investor/analyst interactions including one-on-one meetings,
participation in investor conferences, analyst meetings and
audio/video interactions with investors. The collaterals used
by the Company to facilitate communication include periodic
operational business updates, quarterly results, presentations,
press releases and investor calls. Critical dates and information
about the Company, including audio and written transcripts
of the quarterly conference calls are filed with the Stock
Exchanges (BSE and NSE) where the Equity Shares of the
Company are listed; in a timely manner and are made readily
available on the Company''s website.

The Company''s website has a repository of all published
information such as annual reports, press releases,
presentations, and other statutory communications. The
management of the Company uses the medium of Stock
Exchange Disclosures to update Investors about key
developments as and when required. In this way, your
Company endeavours to keep all stakeholders of the Company
updated on the operational and financial performance and
new developments.

CREDIT RATING

During the year under review, the Company took ratings from
two credit rating agencies for Rs. 1126.34 crore for the Long¬
Term-Fund-Based-Term Loan availed by the Company from
HDFC Bank Limited:

1. ICRA Limited (“ICRA") has assigned credit rating of [ICRA]
BBB (Stable) and;

2. CRISIL Ratings Limited (“CRISIL") has assigned credit
rating of Crisil BBB /Stable

BOARD OF DIRECTORS, COMMITTEES AND KEY
MANAGERIAL PERSONNEL

The members of the Company''s Board of Directors are
eminent persons of proven competence and integrity. Besides
experience, strong financial acumen and leadership qualities,
they have a significant degree of commitment towards the
Company and devote adequate time to the meetings and
preparation. In terms of the requirements of SEBI Listing
Regulations, the Board has identified core skills, expertise and
competencies of the Directors in the context of the Company''s
businesses for effective functioning, which are detailed in the
Corporate Governance Report.

As on date of this report, the Board of Directors comprised
of 8 (Eight) Directors, including 2 (Two) Executive Directors,
(1 (One) Managing Director (Promoter) and 1 (One) Executive
Director) and 6 (Six) Non-Executive Directors, comprising of the
Non-Executive Chairman (Promoter), 1 (One) Non-Promoter
Non-Executive Director, and 4 (Four) Independent Directors,
including 1 (One) Woman Independent Director, as under:

Name of Director	Designation
Mr. Mofatraj P. Munot	- Non-Executive Chairman
Mr. Parag M. Munot	- Managing Director
Mr. Narendra Kumar Lodha	- Executive Director
Mr. Imtiaz I. Kanga	- Non-Executive Director
Mr. Narayan K. Seshadri	- Independent Director
Mr. Sunil R. Chandiramani	- Independent Director
Ms. Anjali Seth	- Independent Director
Mr. Satish R. Bhujbal	- Independent Director

For detailed profiles of the Directors, along with the details of
Board meetings and attendance of Directors, please refer to the
Report on Corporate Governance forming part of this Report.

Retirement by Rotation

Mr. Narendra Kumar Lodha (DIN: 00318630), Executive Director
of the Company, retiring by rotation at the ensuing Annual
General Meeting (“AGM") and being eligible, has offered himself
for re-appointment in accordance with the provisions of Section
152(6) of the Act. His re-appointment has been proposed to the
members of the Company, to be approved by way of passing an
ordinary resolution, at the ensuing AGM of your Company.

The Board, based on the recommendation of Nomination
and Remuneration Committee (“NRC”), recommends his re¬
appointment as a director Liable to retire by rotation to the
Members at the ensuing AGM of the Company.

Brief resume and other related information for the proposed
re-appointment, as stipuLated under the SecretariaL Standards
issued by the Institute of Company Secretaries of India and
SEBI Listing Regulations have been appended as an Annexure I
to the Notice of the ensuing AGM.

The Members at their 37^th AGM held on September 29, 2025
approved the continuation of Mr. Mofatraj P. Munot as Non¬
Executive Chairman of the Company, having attained age of
more than 75 years.

There were no appointment/ re-appointment of Directors on
the Board of the Company during the financial year 2025-26.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of the SEBI Listing Regulations, the
Independent Directors have provided a declaration to the Board
of Directors that they meet the criteria of Independence as
prescribed in the Companies Act, 2013 and the SEBI Listing
Regulations, and are not aware of any situation which exists
or may be reasonably anticipated that could impair or impact
their ability to discharge duties as an Independent Director
with an objective independent judgement and without any

external influence. Further, veracity of the above declarations
has been assessed by the Board, in accordance with Regulation
25(9) of the SEBI Listing Regulations. The Board is of the
opinion that the Independent Directors of the Company hold
the highest standards of integrity and possess requisite
expertise and experience required to fulfill their duties as
Independent Director and are independent of management.
The Independent Directors of the Company have complied with
the Code for Independent Directors prescribed in Schedule IV
to the Companies Act, 2013. Further, in terms of Section 150
of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
as amended by the Ministry of Corporate Affairs (“MCA"),
Independent Directors of the Company have confirmed that
they have registered themselves with the databank maintained
by The Indian Institute of Corporate Affairs (''IICA'').

Based on the confirmation / disclosures received from
the Directors, the following Non-Executive Directors are
Independent as on March 31, 2026:

1. Mr. Narayan K. Seshadri

2. Ms. Anjali Seth

3. Mr. Sunil R. Chandiramani and

4. Mr. Satish R. Bhujbal

Further, all the Independent Directors, except Mr. Satish
Bhujbal, unless exempted, have undertaken online proficiency
self-assessment test within the prescribed timelines as
set under Rule 6(4) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014. Mr. Satish Bhujbal
shall undertake the online proficiency self-assessment test
within the prescribed timelines.

The terms and conditions of appointment of Independent
Directors are disclosed on the website of the Company at
https://www.kalpataru.com/uploads/1741883992.pdf

Board Meeting

The Board met 9 (Nine) times during the period under review
through meetings held through physical and hybrid mode.
The details of which are given in the Report on Corporate
Governance forming part of this Report. The intervening gap
between any two consecutive board meetings was within the
period prescribed under the Act and SEBI Listing Regulations.

Board Committees

In accordance with the applicable provisions of the Act and
Chapter IV of the SEBI Listing Regulations, the Board of your
Company has constituted the following Committees to facilitate
focused oversight and effective discharge of its responsibilities:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders'' Relationship Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee.

The details of composition of the Committees, including
changes therein, their terms of reference along with their

meetings held during financial year 2025-26 and attendence
details of members, are provided in the Report on Corporate
Governance forming part of this Report.

During financial year 2025-26, all recommendations made by
the Committees were accepted by the Board.

The Audit Committee assists the Board in overseeing the
Company''s financial reporting process, internal control
systems, risk management framework, and audit functions,
while ensuring transparency, accountability, and integrity in
financial disclosures.

As on March 31,2026, the Audit Committee comprises of 4 (Four)
Directors out of which 3 (Three) are Independent Directors
and the fourth is Managing Director of the Company. The
Chairman of the Audit Committee is an Independent Director.
All the members of Audit Committee are financially literate
and possess necessary accounting or financial management
related expertise. The composition of the Audit Committee is
fully compliant with Section 177 of the Act and Regulation 18 of
the SEBI Listing Regulations. The Company Secretary acts as
the Secretary to the Audit Committee.

During the year under review, there was no change in
constitution of Audit Committee.

The Audit Committee met 9 (Nine) times during the period
under review through meetings held through physical and
hybrid mode. The details of which are given in the Report on
Corporate Governance forming part of this Report.

Board Performance Evaluation

The criteria and manner of annual performance evaluation of
individual Directors, including the Chairman of the Company,
Independent Directors, the Board and Committees is
provided in the Report on Corporate Governance forming part
of this Report.

Annual General Meeting

The 37^th AGM of the Company was held on September 29,
2025 through video conferencing /other audio visual means.
The details of the AGM is provided in the Report on Corporate
Governance forming part of this Report.

Familiarisation Programme

In compliance with Regulation 25(7) of the SEBI Listing
Regulations, your Company has framed a Familiarisation
Programme for the Independent Directors.

The objective of this programme is to familiarise Independent
Directors with the Company, its business and operations,
business environment, and sectoral landscape and to apprise
them of their roles, rights, responsibilities, and key statutory
obligations under applicable laws, and enabling the Independent
Directors to make well-informed and timely decisions.

Upon appointment of an Independent Director, the appointee is
given a formal Letter of Appointment, which inter alia explains
the role, function, duties and responsibilities expected as a
Director of the Company. The Director is also explained in detail
the compliance required from him under the Companies Act,
2013 and the SEBI Listing Regulations. Further, on an ongoing

basis as a part of Agenda of Board / Committee Meetings,
presentations are regularly made to the Independent Directors
on various matters inter-alia covering the business strategies,
management structure, management development, quarterly
and annual results, budgets, review of internal audit, risk
management framework, operations and financial performance
of subsidiaries and associates.

The Board members are apprised by the Senior Management
at quarterly and budget board meeting by way of presentation
which include industry outlook, Company''s overview, detailed
operational update and internal control.

The details of Familiarisation Programme imparted is available
on the website of the Company athttps://www.kalpataru.com/
uploads/1750843899 685bc1fb259e9.pdf.

Separate Meeting of Independent Directors

Section 149(8) read with Schedule IV of the Act and Regulation
25(3) of SEBI Listing Regulations require every company to
call for a separate meeting of the Independent directors.
Independent directors shall meet separately without the
presence of the Chairman & Managing Director or Executive
Directors or other Non-Independent Directors or the Chief
Executive Officer or Chief Financial Officer or any other
Management Personnel.

During the year under review, all the independent Directors
of the Company met on March 02, 2026, without the presence
of non-independent directors and members of management.
In this meeting, evaluation of the Non-independent Directors,
Chairman and Board of Directors as a whole were conducted by
Independent Directors.

Key Managerial Personnel (“KMP”)

Pursuant to the provisions of Section 2(51) read with Section
203 of the Companies Act, 2013, the Key Managerial Personnel
of the Company on the date of this report are:

Name of KMP	Designation
Mr. Parag M. Munot	Managing Director
Mr. Narendra Kumar Lodha	Executive Director
Mr. Chandrashekhar Joglekar	Chief Financial Officer
Mr. Gajendra Mewara	Company Secretary & Compliance Officer

During the year under review, Mr. Abhishek Thareja resigned
from the position of Company Secretary, Compliance Officer
and Key Managerial Personnel of the Company with effect from
the close of business hours on December 12, 2025, in order to
pursue his entrepreneurial journey and personal aspirations.
The Board placed on record its appreciation for the valuable
services rendered by him during his tenure with the Company.

Based on the recommendation of Nomination and
Remuneration Committee, the Board, at its meeting held on
February 6, 2026, appointed Mr. Gajendra Mewara (ACS: 22941),
Associate Member of the Institute of Company Secretaries
of India, as a Company Secretary and Compliance Officer,
designated as Key Managerial Personnel of the Company under

the Senior Management Personnel category, with effect from
February 06, 2026.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the
Companies Act, 2013 , your Directors, based on representation
from the Management and after due enquiry hereby confirm that:

(i) in the preparation of the annual accounts for the financial
year ended March 31, 2026, the applicable accounting
standards had been followed and there are no material
departures therein;

(ii) they had in consultation with Statutory Auditors selected
such accounting policies and applied them consistently
and made judgements and estimates that were 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 loss 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 Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts for the year ended
March 31,2026 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 were operating effectively;

(vi) they have devised proper systems to ensure compliances
with the provisions of all applicable laws and that
such systems were adequate and operating effectively
throughout the financial year ended March 31,2026.

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

In terms of Section 178 of the Act read with Regulation 19 of
SEBI Listing Regulations, your Company has formulated a
Nomination and Remuneration Policy, which provides for the
framework for nomination of Directors, KMPs and senior
management personnel and their remuneration.

The objects of the Nomination and Remuneration Policy is to
provide criteria for appointment, re-appointment, removal of
directors, KMP and member of senior management and also
to set a standard for compensation, that is performance driven,
structured to retain and motivate the Directors & employees,
recognize merit, and promote excellence that creates
competitive edge for the Company in long run.

The Nomination and Remuneration Policy also provides for
criteria for Identifying, determining qualifications, positive
attributes and independence of a Director.

The Nomination and Remuneration Policy is available at
the website of the Company athttps://www.kalpataru.com/
uploads/1750843880 685bc1e8b8f39.pdf.

AUDITORS AND AUDIT REPORTS

1. Statutory Auditors:

Messrs. KKC & Associates LLP - Chartered Accountants,
Mumbai (ICAI Registration No. 105146W/W100621)
(formerly known as ''Khimji Kunverji & Co LLP'') (“Statutory
Auditor"), were appointed as Statutory Auditor of your
Company, for a second term of 5 (Five) consecutive years
to conduct the audit of the accounts of the Company for
financial year 2022-23 to 2026-27.

The Company has not received any communication from
the Statutory Auditor indicating any disqualification from
continuing as Statutory Auditors of your Company under
section 141(3) of the Act.

The report issued by Statutory Auditors on the standalone
and consolidated Financial Statements of the Company
for the financial year ended March 31, 2026, having
unmodified opinion, forms part of this Annual Report. The
report does not contain any qualification, observations,
reservation or adverse remark or disclaimer.

2. Secretarial Auditors:

Pursuant to Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board had appointed Mr.
Yogesh Singhvi, a Peer Reviewed Practicing Company
Secretary (Membership No. A16471 and COP No.8770),
Mumbai as Secretarial Auditor of the Company to conduct
the audit of secretarial records of your Company for the
financial year 2025-26.

The Secretarial Audit Report, issued by the Secretarial
Auditor, for the financial year ended on March 31, 2026
does not contain any adverse observation, remark,
qualification or disclaimer. The Secretarial Audit Report
forms part of this Report as Annexure II.

Casual Vacancy in the Office of Secretarial Auditor

In terms with Regulation 24A of the SEBI Listing
Regulations, the members at the AGM held on September
29, 2025, basis the recommendation of the Board,
had approved the appointment of Mr. Yogesh Singhvi,
Practicing Company Secretary, as Secretarial Auditor of
your Company, for a term of 5 (Five) consecutive years
to audit the secretarial records of the Company for the
financial year from 2025-26 to 2029-30.

However, Mr. Yogesh Singhvi, Practicing Company
Secretary tendered his resignation with effect from close
of business hours on May 12, 2026, citing pre-occupation
and other professional commitments, thereby resulting in
a casual vacancy.

The Board at their meeting held on May 12, 2026, based on
the recommendation of the Audit Committee, appointed
Messrs. Rathi & Associates, Company Secretaries (Firm
Registration No. P1988MH011900), to hold office till the
conclusion of the ensuing AGM of the Company. Further,
approval of members is being sought in the ensuing AGM

for appointment of Messrs. Rathi & Associates, Peer
Reviewed Company Secretaries, for a term of five (5)
consecutive financial years, commencing from financial
year 2026-27 to financial year 2030-31.

Secretarial Audit of Material Unlisted Subsidiaries

In terms of Regulation 24A of the SEBI Listing Regulations,
Secretarial Audit Reports (in Form No. MR-3) of the
material subsidiaries of the Company for FY 2025-26,
identified and determined based on the criteria provided
under Regulation 16(1)(c) of the SEBI Listing Regulations,
have been annexed to this Board Report as Annexure III
and forms part of the Annual Report and do not contain
any qualification(s), reservation(s) or adverse remark(s)
or disclaimer(s) or modified opinion(s).

3. Cost Auditors:

In terms of Section 148 of the Act, read with Rule 3 and 4
of Companies (Cost Records and Audit) Rules, 2014, your
Company is required to maintain cost records and have
the same audited by a qualified Cost Accountant.

Pursuant to recommendation of the Audit Committee, your
Board at its meeting held on May 12, 2026 have approved
re-appointment of M/s. V. B. Prabhudesai & Co. - Practicing
Cost Accountants (Firm Registration No. 100139), as Cost
Auditor of your Company, to conduct the audit of cost
records of the Company for financial year 2026-27.

In terms of the provisions of Section 148(3) of the
Companies Act, 2013, read with Rule 14 of Companies
(Audit and Auditors) Rules, 2014, the remuneration
payable to the Cost Auditor, as approved by the Board, is
required to be ratified by the members of the Company
at the ensuing AGM. The resolution seeking ratification of
said remuneration, along with relevant details, forms part
of the notice convening the ensuing AGM accompanying
this Annual Report.

4. Internal Auditor:

The Internal Audit function of your Company is led by a
team of highly skilled professionals and is effectively
supported by reputed independent professional firms.
This function plays a critical role in strengthening the
Company''s internal control framework.

Internal audits are conducted in accordance with the audit
plan approved by the Audit Committee, which defines the
scope and coverage of the audit. The Internal Audit team
makes quarterly presentations to the Audit Committee,
highlighting potential risks, exceptions identified, and
corresponding mitigation plans.

During the year under review, the Internal Auditor did not
identify any major risks or areas of concern that could
have a significant impact on the business operations
of the Company.

During the year under review, consequent to re-alignment
of roles and responsibilities in the Group assurance
functions and based on the recommendation of Audit

Committee, Mr. Nilesh Khandelwal has been appointed
as Internal Auditor to conduct the internal audit of the
functions and activities of the Company for the period
October 01,2025 onwards.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported
any instance of frauds committed in the Company by its officers
or employees required to be reported to the Audit Committee
or to the Central Government under Section 143(12) of the Act,
details of which needs to be mentioned in this Report.

PARTICULARS OF LOANS GIVEN, GUARANTEES
GIVEN, SECURITIES PROVIDED OR INVESTMENTS
MADE

As the Company is engaged in the business of providing real
estate development (infrastructural facilities) as specified
under Schedule VI of the Act, the disclosures regarding
particulars of loans given, investments made, guarantees given
and securities provided under the provisions of Section 186 (11)
of the Act are not applicable.

The details of investments made are provided in Note No.
7 of the standalone Financial Statements, forming part of
this Annual Report.

EMPLOYEES

Particulars of Employees

In terms of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("Appointment and Remuneration

Rules"), the ratios of the remuneration of each director and key
managerial personnel to the median employees'' remuneration
and other related details are annexed to this Board Report
as Annexure IV.

Further, in terms of the provisions of Section 197(12) of the Act
read with Rule 5(2) and 5(3) of Appointment and remuneration
Rules, a statement showing the names of the top ten employees,
in terms of remuneration drawn, and particulars of employees
drawing remuneration in excess of the limits set out in the said
rules are available for inspection at the Registered Office of the
Company during working hours till the date of AGM.

As per second proviso to Section 136(1) of the Act, this Annual
Report is being sent to the Members excluding the above
statement under Rule 5(2) and (3) of the Appointment and
Remuneration Rules. Any Member interested in obtaining such
information may address their email to the Company Secretary
& Compliance Officer at investor.csBkalpataru.com.

Employees Stock Option Schemes

With the objective of rewarding employees for their continued
association and performance, fostering a culture of ownership,
and aligning employee growth with the Company''s growth
and based on the recommendation of NRC, your Board at its
meeting held on August 2, 2024 have approved the Kalpataru
Limited Employees Stock Option Scheme 2024 ("ESOS 2024"/
“Scheme"). The Scheme was unanimously approved by the

members of the Company at their Extraordinary General
Meeting held on August 3, 2024.

The Scheme is being administered by the Company directly
under the directions of NRC. The NRC in its meeting held on
June 6, 2025 has granted a total of 15,94,100 (Fifteen Lakh
Ninety-Four Thousand One Hundred) employee stock options
("Options") under ESOS 2024. These options were issued at an
exercise price of H 306/- (Indian Rupees Three Hundred and Six
only) per share and will vest at the end of next 4 (Four) years
with 25% options getting vested in each tranche.

Subsequently, the Company successfully completed its IPO,
listing its shares on July 1, 2025 on the Stock Exchanges,
therefore, in accordance with Regulation 12(1) of Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations")
and other applicable laws, the Scheme was proposed to the
Members of the Company for their approval, vide Postal Ballot
Notice dated July 16, 2025. The Scheme has been approved
by the Members of the Company by way of passing a Special
Resolution on August 30, 2025. Voting results of the postal
ballots were announced on September 2, 2025.

Further, the NRC at its meeting held on March 02, 2026 and May
12, 2026 has granted a total of 71,900 (Seventy One Thousand
Nine Hundred) Options and 32,300 (Thirty Two Thousand Three
Hundred) Options respectively under ESOS 2024. These options
were issued at an exercise price of H 306/- (Indian Rupees Three
Hundred and Six only) per share and will vest at the end of next
4 (Four) years with 25% options getting vested in each tranche.

The disclosure on the Scheme, required in terms of Regulation
14 of SEBI SBEB Regulations is annexed to this Report as
Annexure V and also available at the website of the Company at
https://www.kalpataru.com/investor-corner

The Scheme is also available at the website of your Company at
https://www.kalpataru.com/investor-corner

Further, the Company has obtained a certificate from Mr.
Yogesh Singhvi, Practicing Company Secretary, Secretarial
Auditor of the Company (till May 12, 2026) under Regulation 13
of SEBI SBEB Regulations stating that the scheme(s) has been
implemented in accordance with the SBEB Regulations, a copy
of the Compliance Certificate is available on the Company''s
website and accessible throughhttps://www.kalpataru.com/
investor-corner

No employee was granted stock options under the Scheme,
during the year, equal to or exceeding 1% of the issued capital.

GOVERNANCE
Corporate Governance

The principles of Corporate Governance form an integral part
of the philosophy and values of your Company. Your Company''s
quest towards achieving governance excellence showcases
its commitment towards promoting transparency, ethics, and
responsibility towards all stakeholders.

The Report on Corporate Governance, as per Regulation 34
read with schedule V of the SEBI Listing Regulations, forms
part of this Report. The Report on Corporate Governance also
contains certain disclosures required under the Companies
Act, 2013 and rules made thereunder, for the year under review.

Further, a Certificate from Yogesh Singhvi, Practicing Company
Secretary, Mumbai confirming compliance of conditions of
Corporate Governance, as stipulated under Regulation 34(3)
read with Para E of Schedule V of the SEBI Listing Regulations is
appended as Annexure C to the Corporate Governance Report.

Corporate Social Responsibility (‘CSR’)

Your Company is conscious of its responsibility towards the
society and has always firmly believed in giving back to the
community. Resonating with its core values, your Company
has formulated the CSR Policy which focuses on initiatives
aimed at promoting health care including preventive health
care and sanitation, promoting education and employment,
enhancing vocation skills, advancing women empowerment,
ensuring environmental sustainability and preserving
heritage and culture.

The Board of your Company has constiituted a CSR Committee
to discharge its duties and obligations under Section 135 of the
Act. The details of composition of the CSR Committee, including
changes therein, along with their meetings held during
financial year 2025-26 and attendence details of members, are
provided in the Report on Corporate Governance forming part
of this Annual Report.

In terms of Section 134 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the
annual report on the Corporate Social Responsibility activities
undertaken by your Company forms part of this Report
as Annexure VI.

The CSR Policy is available on website of your Company at
https://www.kalpataru.com/uploads/1744718387.pdf.

Whistle Blower Policy

In terms with Section 177(9) and (10) of the Act read with
Regulation 22 of the SEBI Listing Regulations, your Company
has framed a Whistle Blower Policy for all of its Directors and
other stakeholders to report concerns about unethical behavior,
actual or suspected fraud or violation of the Company''s
Code of Conduct.

The policy also provides for adequate safeguard against
victimization of person who avails the same and provides for
direct access to the Chairman of the Audit Committee.

The details of the Whistle Blower Policy and mechanism are
provided in the Report on Corporate Governance forming part
of this Annual Report.

The Whistle Blower Policy is also available on the
website of the Company athttps://www.kalpataru.com/
uploads/1750943492 685d4704a1d74.pdf.

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

Pursuant to the provisions of ''The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013''
(''POSH Act''), the Company has framed and implemented a
Policy on Prevention of Sexual Harassment at workplace and an
Internal Complaints Committee (''ICC'') has been constituted to
inquire into complaints of sexual harassment and recommend
or take appropriate action, thereon.

Details of complaints reported to the ICC, during the year under
review, are as below:

(a) number of complaints of sexual harassment received
in the year: NIL

(b) number of complaints disposed off during the year: NIL

(c) number of cases pending for more than ninety days: NIL

Training/ awareness programmes are conducted
throughout the year to create sensitivity towards ensuring a
respectable work place.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT,
1961/ THE CODE ON SOCIAL SECURITY 2020

Your Company understands that pregnancy and motherhood
are among the most significant phases in a woman''s life and
is committed to support our female employees during their
maternity phase by helping them integrate their personal and
professional commitments, effectively.

During the year under review, the Company has been fully
compliant with all applicable provisions of the Maternity Benefit
Act, 1961 and has policies, system and processes in place to
ensure ongoing compliance.

RISK MANAGEMENT

An effective risk management system is integral to achieving
our strategic objectives and safeguarding stakeholder value of
any organization. Accordingly, in accordance with Regulation 21
of the SEBI Listing Regulations, your Company has constituted
a Risk Management Committee ("RMC") comprising of a proper
balance of members of the Board and senior management.

A detailed note on your Company''s risk management
mechanism comprising of policies, procedures & practices,
SOPs and oversight is provided in the Management Discussion
and Analysis Report forming part of this Annual Report.

In the Board''s view, there are no material risks which may
threaten the existence of the Company.

The Risk Management Policy of your Company is available on
its website and can be accessed athttps://www.kalpataru.com/
uploads/1750324030 6853d33e8608c.pdf.

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

Details of initiatives undertaken by your Company with respect
to conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under Section 134(3)
(m) of the Act read with the Companies (Accounts) Rules, 2014
are provided in Annexure VII forming part of this Report.

ANNUAL RETURN

Pursuant to the provisions of the Sections 92(3) read with 134(3)
(a) of the Act, the Annual Return for the financial year 2025-26
of the Company is available on the website of the Company at
https://www.kalpataru.com/investor-corner

COMPLIANCE WITH SECRETARIAL STANDARDS (SS)

The Company has complied with applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India i.e., SS-1 and SS-2, relating to ''Meetings of the Board
of Directors'' and ''General Meetings'', respectively during the
year under review.

DISCLOSURE OF PROCEEDINGS UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

As on date of this Report, there were no proceedings filed
against the Company and pending before the Hon''ble National
Company Law Tribunal or any other Courts or authority, under
the Insolvency and Bankruptcy Code, 2016.

MATERIAL ORDERS

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

MATERIAL CHANGES AFFECTING FINANCIAL
POSITION

Except as disclosed elsewhere in this Report, no material
changes and commitments which could affect the Company''s
financial position have occurred between the end of the
Financial Year of the Company and the date of this Report i.e.,
from April 1,2026 to May 12, 2026.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required
in respect of the following matters during the year under review:

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

b) The Company has not accepted any deposit from public,
within the meaning of Section 73 of the Act.

c) The Company was not required to transfer any amount to
Investor Education and Protection Fund.

d) There was no instance of one-time settlement with any
Bank or Financial Institution.

e) There was no revision of financial statements and Board''s
Report of the Company during the year under review.

f) There was no issue of sweat equity shares to employees of
the Company under any scheme.

g) There was no issue of equity shares with differential rights
as to dividend, voting or otherwise.

h) Voting rights not exercised directly by the employees and
for the purchase of which or subscription to which loan
was given by the Company.

i) The equity shares of the Company were not suspended
from trading during the year under review on account of
corporate actions or otherwise.

j) The Managing Director and the Whole Time Director of the
Company, as per the terms of appointment do not draw any
commission or remuneration from subsidiary companies.

DISCLAIMER

In accordance with the provisions of the Real Estate (Regulation
and Development) Act, 2016 (“RERA Act") and the rules made
thereunder, your Company shall register all of its forthcoming
projects with the Real Estate Regulatory Authority (“RERA"),
having appropriate jurisdiction. Until such registration, none
of the images, materials, projections, details, descriptions, or
any other information presented in this Annual Report shall
be construed as advertisements, solicitations, marketing
materials, offers for sale, invitations to offer, or invitations to
acquire, within the meaning or scope of RERA.

ACKNOWLEDGEMENTS

The Board places on record its deep sense of appreciation for
the committed services by all the employees of the Company.
The Board would also like to express its sincere appreciation
for the assistance and co-operation received from the financial
institutions, banks, government and regulatory authorities,
stock exchanges, customers, vendors, members, debenture
holders and debenture trustee.

For and on behalf of the Board of Directors
Mofatraj P. Munot

Place: Mumbai Chairman

Date: May 12, 2026 (DIN: 00046905)

---

Mar 31, 2024

Your Directors present the Thirty-Sixth (36^th) Annual Report of your Company for financial
year ended on 31^st March, 2024.

1) FINANCIAL RESULTS:

Particulars	2023-24	2022-23
Total Income	56,445	67,237
Less: Expenditure	43,366	62,342
Profit Before Tax	13,079	4,895
Less: Tax Expenses
- Current T ax	3,276	1,628
- Earlier Year Tax	189	262
- Deferred Tax (credit)/charge	1,448	103
Profit/(Loss) After Tax	8,166	2,902

2) OPERATIONS AND FINANCIAL PERFORMANCE:

During the year under review, your Company’s standalone total income stood at INR 56,445
Lakhs as compared to INR 67,237 Lakhs in the previous year.

The profit before tax recorded an increase of 167% and stood at INR 13,079 Lakhs against
INR 4,895 Lakhs in the previous year. The profits after tax of the Company also increased
by 181% and stood at INR 8,166 Lakhs against INR 2,902 Lakhs in previous year.

3) DIVIDEND:

To conserve resources for future growth of the Company, your Directors do not recommend
payment of any dividend on equity and preference shares.

4) RESERVES:

During the year under review, the Company has transferred INR 5,50,00,000/- (Indian
Rupees Five Crores and Fifty Lakhs Only) to Debenture Redemption Reserve. No amount
has been transferred to General Reserves.

5) ANNUAL RETURN:

Pursuant to the provisions of the Sections 92(3) and 134(3)(a) of the Companies Act, 2013
(‘the Act’), the Annual Return of the Company is available on the website of the Company
at https://www.kalpataru.com.

6) DIRECTORS:

The Board of Directors of your Company ("the Board”) consist of Eight (8) Directors,
namely:

Name of Director	Designation
Mr. Mofatraj P. Munot -	Chairman
Mr. Parag M. Munot -	Managing Director
Mr. Dhananjay N. Mungale -	Independent Director
Mr. Om Parkash Gahrotra -	Independent Director
Ms. Anjali Seth -	Independent Director
*Mr. Narayan K. Sheshadri -	Independent Director
Mr. Imtiaz I. Kanga -	Non-executive Director
**Mr. Narendra Kumar Lodha - *Appointed as an Independent Director w.e.f. 2nd August, 2024. **Appointed as an Executive Director w.e.f. 2nd August, 2024.	Executive Director

a) Appointment of Directors:

Mr. Narayan K. Seshadri:

Based on the recommendation of the Nomination and Remuneration Committee ("NRC”),
the Board, at its meeting held on 2^nd August, 2024, appointed Mr. Narayan K. Seshadri
(DIN: 00053563) as an Additional Independent Director of the Company, for a term of 5
years commencing from 2^nd August, 2024 till 1^st August, 2029. Subsequently, the
members of the Company at their Extraordinary General Meeting ("EGM”) held on 3^rd
August, 2024 approved the appointment of Mr. Narayan K. Seshadri as a Non-Executive
Independent Director of the Company for the said term.

Narendra Kumar Lodha:

Based on the recommendation of NRC, the Board, at its meeting held on 2^nd August,
2024, appointed Mr. Narendra Kumar Lodha (DIN: 00318630), as an Additional Executive
Director of the Company for a term of 3 years commencing from 2^nd August, 2024 till 1^st
August, 2027. Subsequently, the members of the Company at their EGM held on 3^rd
August, 2024 approved the appointment of Mr. Narendra Kumar Lodha as an Executive
Director of the Company for the said term.

b) Independent Directors:

Your Company has received declaration(s) of Independence from all the Independent
Directors of the Company, namely, Mr. Dhananjay N. Mungale, Mr. Om Parkash
Gahrotra, Ms. Anjali Seth and Narayan K. Seshadri confirming that they meet criteria of
independence as provided under Section 149(6) of the Act and Regulation 16(1) & 25 of
SEBI (Listing Obligations and Disclosure Requirements, Regulations, 2015 ("LODR”),
respectively.

c) Retirement by Rotation:

Mr. Imtiaz I. Kanga (DIN: 00136272), Non-Executive Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible, has offered himself
for re-appointment in accordance with the provisions of Section 152(6) of the Act.

The Board, based on the recommendation of NRC, recommends his re-appointment as
a director liable to retire by rotation to the Members.

7) BOARD AND BOARD COMMITTEE MEETINGS:

a) Board Meetings:

During the year under review, the Board met Five (5) times. Meeting and attendace details
are as follows:

Name of Director	2nd June, 2023	29th June, 2023	25th September, 2023	22nd January, 2024	21st March, 2024	Attendance %
Mr. Mofatraj P. Munot - NC	y	y	y	y	y	100
Mr. Dhananjay N. Mungale - ID	y	y	y	y	y	100
Mr. Om Parkash Gahrotra - ID	y	y	y	y	y	100
Ms. Anjali Seth - ID	y	y	y	y	y	100
Mr. Parag M. Munot - MD	y	y	y	y	y	100
Mr. Imtiaz I. Kanga - NED	y	y	y	y	x	80
Attendance in the Meetings (%)	100	100	100	100	83.33	-

NC - Non-executive Chairman, NED - Non-executive Director , ID - Independent Director, MD - Managing
Director

b) Audit Committee:

During the year under review, the Audit Committee met Five (5) times. Meeting and
attendace details are as follows:

Name of Member	2nd June, 2023	29th June, 2023	25th September, 2023	22nd January, 2024	21st March, 2024	Attendance %
Mr. Dhananjay Mungale - Chairman	y	y	y	y	y	100
Mr. Parag Munot - Member	y	y	y	y	y	100
Mr. O. P. Gahrotra - Member	y	y	y	y	y	100
*Mr. Imtiaz I. Kanga - Member	y	y	y	y	x	80
Attendance in the Meetings (%)	100	100	100	100	75	-

*Ceased to be member of the Audit Committee w.e.f. 2^nd August, 2024.

During the year under review, all the recommendations made by the Audit Committee were
accepted and approved by the Board.

The Board, in its meeting held on 2^nd August, 2024, re-constituted the Audit Committee,
pursuant to which Mr. Imtiaz I. Kanga ceased to be a member of the Audit Committee and
Mr. Narayan K. Seshadri was appointed as member of the Audit Committee w.e.f. 2nd
August, 2024.

During the year under review, the Nomination and Remuneration Committee (''NRC’) met
Two (2) times. Meeting and attendace details are as follows:

Name of Members	25th September, 2023	21st March, 2024	Attendance %
Mr. Dhananjay Mungale - Chairman	y	y	100
Mr. Om Prakash Gahrotra - Member	y	y	100
Mr. Mofatraj P. Munot - Member	y	y	100
Attendance in the Meetings (%)	100	100	-

During the year under review, all the recommendations made by the NRC were accepted
and approved by the Board.

The Board, in its meeting held on 2^nd August, 2024, re-constituted the NRC, pursuant to
which Mr. Narayan K. Seshadri was appointed as member of the NRC w.e.f. 2nd August,
2024.

Pursuant to Section 178 of the Act, the Nomination and Remuneration Policy (“Nomination
and Remuneration Policy”) of the Company has been duly formulated and implemented
in accordance thereto.

The philosophy and criteria for appointment and removal of Directors, Key Managerial
Personnel, Senior Management Personnel and other employees, and their remuneration is
aimed at commitment to fostering a culture of high performance in line with the
organisation’s vision, mission and values. The key principles governing the Nomination and
Remuneration Policy are as follows:

(i) Criteria for appointment and removal of directors, KMPs and senior management:

The criteria for appointment include, among other things, educational, technical,
professional qualification(s), positive attributes, independence of a director and other
qualitative factors like integrity, expertise, experience, ability and skills, to contribute to the
Company’s growth. Further, the office of the directors / Manager (if appointed) is aligned
with provisions of the Act.

(ii) Remuneration Policy for Directors, KMPs and Other Employees:

The Nomination and Remuneration Policy is in line with aforesaid philosophy. The overall
remuneration and practices are endeavored to be aligned and be consistent with the
organization’s prevailing/ benchmark practices. The key factors governing formulation of the
Policy are in line with the provisions of Section 178 (4) of the Act.

Based on the above and on recommendation of the NRC and in compliance with the
provisions of the Act, remuneration is paid to Executive and Non-executive directors. With
regard to remuneration to persons other than directors, the Company follows a holistic
remuneration practice consistent with organization’s philosophy, vision and values and
which supports to build manpower capacity as well as capabilities to overall improve the
productivity and ensure optimum utlisation of resources.

The Nomination and Remuneration Policy is available on the Company’s website at
https://www.kalpataru.com.

During the year under review, the Corporate Social Responsibility Committee (”CSR
Committee”) met Two (2) times. Meeting and attendace details are as follows:

Name of Members	25th September, 2023	21st March, 2024	Attendance %
Ms. Anjali Seth - Chairperson	y	y	100
Mr. Mofatraj P. Munot - Member	y	y	100
Mr. Imtiaz I. Kanga - Member	y	x	50
Attendance in the Meetings (%)	100	66.67	-

Appointed as Member of the Committee w.e.f. 2^nd August, 2024.

Report on CSR activities for financial year ended on 31^st March, 2024, preperared in
accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014, is
annexed to this Report as ‘Annexure I’.

The Company is executing certain multi-year ongoing projects for such projects the
expenditure is planned over multiple years on the basis of various milestones and
requirements, hence during the year under review, the Company could not spend two
percent of the average net profit as per Section 135 (5). In respect of Unspent cSr funds,
the Company has deposited the unspent amount in the separate Bank Account. The unspent
amount would be spent on CSR projects as per Company’s CSR Policy, in compliance with
the provisions of Section 135 of the Act.

The Board, in its meeting held on 2^nd August, 2024, re-constituted the CSR Committee,
pursuant to which Mr. Narendra Kumar Lodha was appointed as member of the CSR
Committee w.e.f. 2nd August, 2024.

e) Re-constitution of Stakeholders Relationship Committee:

The Board, in its meeting held on 2^nd August, 2024, re-constituted the Stakeholders
Relationship Committee (”SRC”), pursuant to which Mr. Narendra Kumar Lodha - Executive
Director was appointed as the Chairman and Ms. Anjali Seth - Independent Director was
appointed as a member of the SRC w.e.f. 2^nd August, 2024.

Further, Mr. Imtiaz I. Kanga and Mr. Munot ceased to be the Chairperson and Member of
the SRC, respectively, w.e.f. 2^nd August, 2024. Mr. Imtiaz I. Kanga and Mr. Parag M. Munot
ceased to be the Chairperson and Member of the SRC, respectively, w.e.f. 2^nd August, 2024.

The SRC presently comprises of the following members:

Sr. No.	Name of the Members	Designation
1.	*Mr. Narendra Kumar Lodha - Executive Director	Chairman
2.	Mr. Om Prakash Gahrotra - Independent Director	Member
3.	**Ms. Anjali Seth - Independent Director	Member

*Appointed as the Chairman of the SRC w.e.f. 2^nd August, 2024.

**Appointed as a member of the SRC w.e.f. 2^nd August, 2024.

No meeting of SRC was required to be held during the year under review.

The Board, in its meeting held on 2^nd August, 2024, re-constituted the Risk Management
Committee (”RMC”).

The RMC presently comprises of the following members:

Sr. No.	Names of the Members	Designation
1.	* Mr. Narayan K. Seshadri - Independent Director	Chairman
2.	Mr. Parag Munot - Managing Director	Member
3.	Mr. Om Prakash Gahrotra - Independent Director	Member
4.	Mr. Dhananjay Mungale - Independent Director	Member
5.	Ms. Anjali Seth - Independent Director	Member
6.	**Mr. Narendra Kumar Lodha - Executive Director	Member
7.	Mr. Chandrashekhar Joglekar - Chief Financial Officer	Member

Appointed as the Chairman of the committee w.e.t. 2''^ld August, 2024.

**Appointed as a Member of the Committee w.e.f. 2^nd August, 2024.

No meeting of RMC was required to be held during the year under review.

g) Re-constitution of Initial Public Offering (IPO) Committee:

The Board, in its meeting held on 2^nd August, 2024, re-constituted the Initial Public Offering
(IPO) Committee.

The Initial Public Offering (IPO) Committee presently comprises of the following members:

Sr. No.	Names of the Members	Designation
1.	Mr. Parag Munot - Managing Director	Chairman
2.	Mr. Mofatraj P. Munot - Non-Executive Chairman	Member
3.	*Mr. Narendra Kumar Lodha - Executive Director	Member
4.	Mr. Imtiaz I. Kanga - Non-Executive Director	Member

No meeting of IPO Committee was required to be held during the year under review.

8) DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act, with respect to Directors’

Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31^st March,
2024, the applicable accounting standards have been followed and there is no
material departure;

(ii) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

(iv) the Directors have prepared the annual accounts for the year ended 31^st March, 2024
on a going concern basis; and

(v) the Directors had devised proper systems to ensure compliances with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

9) SECRETARIAL STANDARDS (SS):

The Company has complied with applicable Secretarial Standards during the year under
review.

10) KEY MANAGERIAL PERSONNEL (“KMP”):

Pursuant to the provisions of Section 2(51) of the Act, the Key Managerial Personnel of the
Company are as below:

Name of KMP	Designation
Mr. Parag M. Munot	Managing Director
Mr. Narendra Kumar Lodha	Executive DIrector
Mr. Chandrashekhar Joglekar	Chief Financial Officer
Mr. Abhishek Thareja	Company Secretary

11) SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The highlights of performance of subsidiary companies and joint venture entities along-with
respective contribution to the overall performance of the Company during the year under
review, have been provided in the notes to the Consolidated Financial Statements and the
salient features in the Form AOC 1 as annexed hereto as Annexure II. Hence, these details
have not been reproduced in this Report.

Further, during the year under review, on 31^st May, 2023, Kalpataru Properties (Thane)
Private Limited - wholly-owned subsidiary of the Company ("KPTPL”), along with its
nominees, acquired 100% of equity shares of Kalpataru Townships Private Limited ("KTPL”)
(formerly known as Ashoka Agro Farms Private Limited) and Aspen Housing Private Limited
("AHPL”) (formerly known as Aspen Agro Farms Private Limited), accordingly, KTPL and
AHPL became subsidiaries of the Company from 31^st May, 2023.

Further, pursuant to the Supplemental Agreement to Limited Liability Partnership Agreement
dated 1^st November, 2015, the capital contribution of KPTPL in the Kalpataru Property
Ventures LLP was reduced from 100% to 2% w.e.f., 12^th March, 2024 and accordingly,
Kalpataru Property Ventures LLP ceased to be a subsidiary of the Company from said date.

Furthermore, on 20^th March, 2024, Kalpataru Gardens Private Limited - wholly-owned
subsidiary of the Company, along with its nominees, has acquired 100% of equity shares of
Kalpataru Residency Private Limited ("KRPL”) (formerly known as Munot Infrastructure
Development Private Limited), accordingly, KRPL became a subsidiary of the Company
from 20^th March, 2024.

12) CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements for the year ended 31^st March, 2024 is
annexed hereto have been prepared in accordance with the Accounting Standard IND
AS110 on Consolidated Financial Statement read with IND AS 28 on Accounting for
Investments in Associates and Joint Ventures and IND AS 31 on Financial Reporting of
interest in joint ventures.

13) SIGNIFICANT AND MATERIAL ORDER:

There was no order passed by any regulator or court or tribunal impacting the going concern
status of the Company and Company’s operations.

14) INTERNAL FINANCIAL CONTROLS:

Your Company has adequate Internal Financial Controls with reference to the Financial
Statements.

15) AUDIT AND AUDITORS:

> STATUTORY AUDITOR:

M/s. KKC & Associates, LLP Chartered Accountants, Mumbai (ICAI Registration No.
105146W/W100621) (formerly known as Khimji Kunverji & Co LLP), have been appointed
as the Statutory Auditor of the Company to hold office for a period of five (5) consecutive
years till the conclusion of the Annual General Meeting of the Company to be held for
financial year 2026-27.

The Company has not received any communication from the Statutory Auditor stating that
they are disqualified to act as statutory auditor of the Company pursuant to sub-section (3)
of Section 141 of the Act.

> AUDITOR’S REPORT:

There are no adverse remarks / observations / qualifications made or any fraud reported by
the Auditor in its report on the Standalone Financial Statement for the financial year 2023¬
24.

> COST AUDITOR:

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain cost accounts and records and the same are to
be audited by a Cost Auditor.

The Board of Directors has, on recommendation of the Audit Committee, appointed M/s. V.
B. Prabhudesai & Co., Practicing Cost Accountants, Mumbai, Firm Registration No. 100139,
as Cost Auditor to audit Cost Records of the Company for financial year 2024-25.

In terms of the provisions of Section 148(3) of the Act, read with the Companies (Audit and
Auditors) Rules, 2014, remuneration payable to Cost Auditor is required to be ratified by
Members of the Company. Accordingly, at the ensuing AGM, ratification by the members is
sought for the remuneration payable to the Cost Auditor for financial year 2024-25.

Pursuant to Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Yogesh
Singhvi, Practicing Company Secretary (Membership No. A16471 and COP No.8770),
Mumbai to carry out the Secretarial Audit for financial year ended 31^st March, 2024.

The Secretarial Audit Report is annexed herewith as "Annexure III”. The Report does not
contain any adverse observation, remark, qualification or disclaimer.

16) PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, SECURITIES
PROVIDED OR INVESTMENTS MADE:

As the Company is engaged in the business of providing infrastructural facilities as specified
under Schedule VI of the Act, the disclosures regarding particulars of loans given,
investments made, guarantees given and securities provided is exempt under the provisions
of Section 186 (11) of the Act.

The details of investments made are provided in Note No. 39 read with Note No. 7 of the
standalone Financial Statements annexed hereto.

17) RELATED PARTY TRANSACTIONS:

All transactions, as specified in Section 188(1) under the Act, entered into by the Company
with Related Parties, during the year under review, were in the ordinary course of business
and on arm’s length basis. Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3) of the Act in Form AOC-2 is not applicable.

Further, the disclosures in relation to the transactions with Related Parties pursuant to IND
AS 24 are provided in Note No. 32 forming part of the Standalone Financial Statements
annexed hereto.

18) MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments occurred from the end of financial year
2023-24 till the date of this Report that may affect the financial position of the Company,
except the following:

a) The Board and the Members of the Company, at their respective meetings held on 2^nd
August, 2024 and 3^rd August, 2024, have approved the proposal to issue, offer and allot
equity shares having face value of INR 10 (Ten) of the Company by way of a fresh issue
of Equity Shares aggregating up to INR 15,900,000,000/- (Indian Rupees Fifteen
Thousand Nine Hundred Million Only) ("Fresh Issue” or the "Issue”) by undertaking an
initial public offer.

In this regard, the Board at its meeting held on 9^th August, 2024, appointed various
intermediaries to the issue, including but not limited to ICICI Securities Limited, JM
Financial Limited and Nomura Financial Advisory and Securities (India) Private Limited
as the Book Running Lead Managers (the "BRLMs”), Link Intime India Private Limited -
Registrar to the Issue etc.

Further, the IPO Committee, in its meeting held on 14^th August, 2024, approved the Draft
Red Herring Prospectus ("DRHP”) of the Issue and thereafter, the same was filed with
the SEBI, BSE Limited ("BSE”) and National Stock Exchange Limited ("NSE”) on the
same day.

b) In order to meet its interim fund requirements, your Company avails unsecured loans
from its Promoters and Promoter Group Companies, from time to time.

Basis the approval of the Audit Committee at its meetings held on 29^th June, 2023 and
25^th September, 2023, the Company had availed unsecured interest-free loans
aggregating INR 410,00,00,000/- (Indian Rupees Four Hundred and Ten Crores Only)
from Mr. Parag M. Munot - Managing Director & Promoter of the Company.

At the request of the Company, Mr. Parag M. Munot agreed to convert an amount up to
INR 400,00,00,000/- (Indian Rupees Four Hundred Crores only), out of the Promoter
Loans, into fully paid up Compulsorily Convertible Debentures (‘CCDs’) of the Company,
in one or more tranches ("Promoter Loan”). Subsequently, the Board in its meeting held
on 21^st March, 2024, had approved conversion of Promoter Loan into equity shares/
instrument(s) convertible into equity shares of the Company at a later date, subject to
requisite approvals.

Further, basis the approval of the Audit Committee at its meetings held on 29^th June,
2024, the Company had availed unsecured loans aggregating INR 955,00,00,000/-
(Indian Rupees Nine Hundred and Fifty Five Crores Only) from Kalpataru Constructions
Private Limited ("KCPL”) and INR 85,00,00,000/- (Indian Rupees Eighty Five Crores
Only) from Ixora Properties Private Limited ("IPPL” and IPPL together with KCPL referred
to as, the “Promoter Group Entities”) (hereinafter unsecured loans from Promoter
Group Entities be referred to as "Promoter Group Loans”).

The Promoter Group Loans were interest-free upto 30^th September, 2024 or till its
conversion into CCDs, whichever is earlier. If the Promoter Group Loans are not
converted into CCDs on or before the said date, interest upto 7% p.a. would accrue on
the Promoter Group Loans from date of disbursement till the date of that conversion of
the Promoter Group Loans along with interest accrued and unpaid till that date, if any,
into CCDs.

Considering the best proposal to be in the best interest of the Company, the members of
the Company, at their EGM held on 12th August, 2024, had approved the above proposal
to convert the Promoter Group Loan into CCDs. Subsequently, the Board, at its meeting
held on the same day, allotted 14,40,00,000 CCDs having face value of INR 100/-
(Rupees One Hundred Only) each to Mr. Parag M. Munot and the Promoter Group
Entities, as under:

S No	Name of the Allottee	Number of CCDs
1	Mr. Parag M. Munot	4,00,00,000
2	Kalpataru Constructions Private Limited	9,55,00,000
3	Ixora Properties Private Limited	85,00,000

The members are appraised that conversion of loan into equity demonstrates Promoter’s
commitment towards creating value for all stakeholders and would result in substantial
improvement in debt equity ratio of the Company.

a) KPPL Scheme:

The Board of your Company, at its meeting held on 22^nd January, 2024, have
approved the scheme of arrangement between Kalpataru Properties Private Limited
("Demerged Company/KPPL”) and your Company ("Resulting Company”) and
their respective shareholders ("KPPL Scheme”) under Sections 230 to 232 and
other applicable provisions of the Companies Act, 2013, provides for the demerger
of the project ‘Kalpataru Magnus’, situated at Bandra (East), Mumbai, Maharashtra
("Demerged Undertaking”) from the Demerged Company on a going concern basis
into Resulting Company as on the Appointed Date i.e., April 1, 2024 or any other
date as may be approved by the Hon’ble National Company Law Tribunal, Mumbai.

The Resulting Company (along with its nominees) holds 100% of the issued,
subscribed and paid-up share capital of Kalpataru Gardens Private Limited (‘KGPL’).
KGPL (along with its nominees) holds 100% of the issued, subscribed and paid-up
share capital of the Demerged Company, thereby making the Resulting Company
the holding company of the Demerged Company. Accordingly, the Demerged
Company is a wholly owned subsidiary of the Resulting Company.

Upon the Scheme becoming effective, no shares will be issued/allotted under the
Scheme by the Resulting Company to KGPL (being the sole shareholder of the
Demerged Company), in view of Section 19 of the Act, since KGPL is a wholly owned
subsidiary of the Resulting Company.

b) KRPL Scheme:

The Board of your Company, at its meeting held on 27^th June, 2024, have approved
the scheme of arrangement between your Company ("Demerged Company”) and
Kalpataru Residency Private Limited ("Resulting Company/ KRPL”) and their
respective shareholders ("KRPL Scheme”) under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013, providing for the demerger of the
project ‘Yoganand’, situated in Borivali, Mumbai ("Demerged Undertaking”) from
your Company ("Demerged Company”) on a going concern basis into the Resulting
Company as on the Appointed Date i.e., April 1, 2024 or any other date as may be
approved by the Hon’ble National Company Law Tribunal, Mumbai. Upon the
Scheme coming into effect following shares of Resulting Company shall be issued
to shareholders in the Demerged Company.

Swap Ratio for equity shareholders of the Demerged Company:

1 (One) fully paid-up redeemable preference share of INR 10/- (Rupees Ten only)
each, of the Resulting Company to be issued and allotted for every 1,000 (One
Thousand) fully paid-up equity shares of INR 10/- (Rupees Ten only) each, held by
the equity shareholders in the Demerged Company, as per the report obtained from
the registered valuers.

Swap Ratio for preference shareholders of the Demerged Company:

1 (One) fully paid-up redeemable preference share of INR 10/- (Rupees Ten only)
each of the Resulting Company shall be issued and allotted for every 1,000 (One
Thousand) fully paid-up preference shares of INR 10/- (Rupees Ten only) each, held
by the preference shareholders in the Demerged Company, as per the report
obtained from the registered valuers.

20) APPROVAL OF POLICIES BY THE BOARD OF DIRECTORS OF THE COMPANY:

The Board of Directors of your Company, at its meeting held on 2^nd August, 2024, have
approved following policies:

• Policy on Determination of Materiality for the purpose of Disclosures in the Offer
Document (“Materiality Policy”):

The Materiality Policy was formulated for the purpose of (i) identification and disclosure
of litigations and other matters; (ii) identification of group companies; and (iii)
identification of material creditors, in accordance with the applicable provisions of the
Act, LODR and Securities and Exchange Board of India (Issue of capital and Disclosure
Requirements) Regulations, 2018, as amended (“ICDR Regulations”), and for the
purpose of disclosures in the offer document in relation to the Issue.

• Dividend Distribution Policy:

The Dividend Distribution Policy was formulated in accordance with the provisions of
Section 123 of the Act, Regulation 43A of the LODR and all other legislations governing
dividend and the Articles of Association of the Company, as amended from time to time,
for providing following parameters in relation to the dividend declared / to be declared
by the Company:

(a) the circumstances under which the shareholders of the listed entities may or may
not expect dividend;

(b) the financial parameters that shall be considered while declaring dividend;

(c) internal and external factors that shall be considered for declaration of dividend;

(d) policy as to how the retained earnings shall be utilized; and

(e) parameters that shall be adopted with regard to various classes of shares:

• Code of Conduct for all members of the Board and Senior Management (“Code of
Conduct”):

The Code of Conduct was formulated, pursuant to the applicable provisions of the Act,
LODR, ICDR Regulations and all other applicable laws, as amended from time to time,
to ensure honest & ethical conduct and Compliance with Laws by the members of
Senior Management of the Company, while addressing any possible conflict of interest
between the members of Senior Management, Company and other stakeholders of the
Company.

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

A. CONSERVATION OF ENERGY:

The operations of your Company are not energy-intensive. However, wherever possible,
the Company takes energy saving measures from time to time. During the year under
review, following actions have been to save energy:

(i) Installation of Solar Hot Water System for heating water for washrooms & other
uses and Solar PV System for common area lighting, resulting in reduction of
electricity consumption.

(ii) Installation of AC systems with high energy rating to save electricity.

(iii) LED light fixtures and Occupancy sensors installed in staircases and lift lobbies
to save electricity.

B. TECHNOLOGY ABSORPTION:

Your Company has continuously taken steps in direction of technology absorption and
upgradation with view to improve and optimize the operation of the Company. During
the year under review, the Company has made following technological upgradations:

(i) Adoption of single stack drainage system using superior pipes, by replacing
European GEBERIT pipes, resulting in reduced plastic material consumption,
costs and carbon footprint and import substitution;

(ii) Installation of group software for efficient operations of elevators.

(iii) Adoption of customized quality management software for better manage QA/ QC
on project sites. The system is user-friendly and real-time, thereby eliminating
time delays and efforts in communication, recording and mitigation of snags.

(iv) STP’s (sewage treatment plant) has been installed at every project, which treats
sewage water the same can be used for gardening and other general purpose,
resulting in reduction on fresh water consumption by about 30%;

(v) Organic Waste Converters has been installed to convert wet waste into compost
manure, which is used in the gardens within the premises.

C. FOREIGN EXCHANGE EARNINGS:

The foreign exchange earnings for the year ended 31^st March, 2024 were NIL and foreign
exchange outgo for the year ended 31^st March, 2024 was INR 1,66,47,258/- (Indian
Rupees One Crore Forty Seven Lakh Two Hundred and Fifty Eight only).

Your Company''s primary business activities are within India and does not have
significant exposure to foreign currency movements.

22) RISK MANAGEMENT POLICY:

The Company has formulated and implemented a Risk Management Policy for review and
identification of elements of risks. The Audit Committee and the Board review Risk
Assessment and Mitigation plan annually with the Management.

23) PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the
meaning of Section 73 of the Act.

24) LOAN FROM DIRECTOR:

During the year under review, your Company, in order to meet its fund requirements, has
availed funds by way of interest-free unsecured loans ("Unsecured Loans”) from Mr. Parag
M. Munot - Managing Director & Promoter of the Company.

The Company has received a declaration from Mr. Parag M. Munot confirming that to the
Unsecured Loans extended by him to the Company are from his owned funds and not out
of borrowed funds.

For further details of Unsecured Loans, please refer Point No. 18(b) above and Notes
pertaining to ‘Related Party Transactions’ in the Financial Statements of the respective
financial years.

25) BOARD EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 (Act) read with
Schedule IV of the Act, the NRC has carried out an annual performance evaluation of its
own, the Directors individually as well as that of its Committees.

The evaluation has been carried out based on an evaluation questionnaire set for the Board/
Committee and individual Directors. Each of the Directors submitted the evaluation form on
the functioning and overall level of engagement of the Board and its Committees on
parameters such as composition, quality, quantity and timeliness of flow of information,
deliberations at the meeting, etc.

Thereafter, the NRC considered and reviewed the evaluation questionnaire (including
specific feedback, if any) submitted by each of the Directors individually and also as a
member of the Committee and/or Board and submitted its brief observation in this regard to
the Board. The NRC and the Board expressed their satisfaction of the annual evaluation.

26) PARTICULARS OF EMPLOYEES:

The details required under Section 197(12) of the Act and rules prescribed thereto are not
applicable as your Company is an unlisted public limited company.

27) PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

Pursuant to the provisions of ‘The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013’ (‘POSH Act’), the Company has framed and
implemented a Policy on Prevention of Sexual Harassment at workplace. An Internal
Complaints Committee (‘ICC’) has been constituted to inquire into complaints of sexual
harassment and recommend and take appropriate action thereon.

During the year under review, there was no complaint reported to the ICC.

28) VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for
stakeholders. The vigil mechanism is reviewed and overseen by the Audit Committee and
provides adequate safeguards against victimization of stakeholders using such mechanism.

The Company has posted the policy on its web based HR portal which is
available/accessible to the employees of the Company. The Whistle Blower Policy is
available on the website of the Company, the link of which is: https://www.kalpataru.com/ .

29) OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following
matters during the year under review:

a) During the year under review, the Company has not changed its business.

b) During the financial year under review, there were no instances of one-time settlement
with any Bank or Financial Institution.

c) The Company has entered into a restructuring arrangement with one of the lender of
the Company and pursuant thereto the repayment of loans has been rescheduled with
extended time period for repayment up to FY2033-34 and interest rate on such
facilities has also been reduced substantially.

d) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

30) ACKNOWLEDGEMENTS:

Your Directors wish to place on record their immense appreciation for the assistance and
co-operation received from various stakeholders.

FOR AND ON BEHALF OF THE BOARD
MOFATRAJ P. MUNOT

DATE: 25^th September, 2024 CHAIRMAN

PLACE: Mumbai (DIN: 00046905)