Dear Members KALPATARU LIMITED

Your Board is pleased to present the 37th (Thirty-Seventh) Annual Report of your Company together with the Audited Financial

Statements (Standalone and Consolidated) for financial year ended March 31,2025.

CONSOLIDATED:

The consolidated total revenues of your Company stood at ? 2,331.59 Crorc as compared to ? 2,039.93 Crore in the previous year. The consolidated profit after tax stood at ? 24.74 Crore against tosses of? 108.04 Crore in the previous year.

STANDALONE:

During the year under review, your Company's standalone total revenues stood at ? 536.59 Crore as compared to ? 564.45 Crore in the previous year. The standalone profit after tax stood at ? 23.25 Crore against ? 81.66 Crore in the previous year.

On a consolidated basis, the financial year 2024-25 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? 2,222 Crore for the financial year, reflecting a 15% year-on-year growth. This performance was largely driven by speedy project execution, which enabled timely revenue recognition.

Strong Pre-Sales & Collections: Your Company recorded

strong growth in pre-sales and colleclions of ? 4,531 Crore and ? 3,659 Crore, respectively.

Operational Efficiency: Continued focus on cost optimization

and process improvements resulted in an EBITDA margin of 5.1% compared to -3.5% in previous year. Our Adjusted EBITDA stood at ? 664 Crore compared to ? 459 Crore, a growth of 45% from last year while our Adjusted EBITDA margin improved from 23.8% to 29.9%. Your Company also reported a Profit After Tax of ? 25 Crore for the full year as against a loss of ? 108 Crore in previous year.

Strengthening of Balance sheet: During the year, ? 1,440

Crore worth of Compulsorily Convertible Debentures (CCDs) held by the Promoter and Promoter Group Entities were converted into equity shares, resulting in a strengthened equity base. As of March 31, 2025, Net Debt stood at ? 9,310

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Crore, down from ? 9,983 Crore in the previous year. Net Debt to Equity ratio, a key metric used to determine the heaflh of the batance sheet sharpfy improved from 10.1x as on March 31, 2024. to 3.8x as on March 31, 2025. Subsequent to the dose of financial year 2024-25, your Company achieved a significant milestone in its journey by successfully fisting on the Stock Exchanges on July 1, 2025. Through the equity issuance by way of Initial Public Offer, we raised ? 1,590 Crore with strong participation from marquee investors. In fine with the stated objectives of the issue, <T1,192.5 Crore was utifized towards repayment of outstanding debt, further strengthening our financial position, the net debt to equity improved to 2.Ox, reflecting a healthier and more resilient balance sheet.

New Project Launches and Business Development: Your Company launched 7 new residential projects in FY25 totaling -6.50 million sq.ft. Your Company also signed Development Agreement (DA) for two society redevelopment projects in Mumbai located at Chembur and Goregaon. Both these projects have a saleable area of -0.93 million sq.ft, and a GDV of ~ T 2,100 Crore.

Looking Ahead

With a stronger balance sheet, we enter the new fiscal year with clear focus on delivering on our existing portfolio of - 25 Million, sq.ft, white driving improved pre-safes and enhancing collections. Backed by strong operational performance, a dedicated team, and a clear strategic roadmap, we are weft- positioned to create tong term sustainable value for aft our stakeholders.

During the year under review, your Company had transferred ^ 13.50 crores to Debenture Redemption Reserve ("DRR") Further, no amount was transferred to General Reserves during the year. As on March 31,2025, the total amount in the DRR stood at ? 34-.00 Crore and general reserves were Nit.

After fisting 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 DRR. Accordingly, the Board, upon the recommendation of the Audit Committee, at its meeting held on August 13, 2025, transferred the amount tying in the DRR to General Reserves of your Company.

As on March 31, 2025, your Company had 34 (Thirty-Four) subsidiaries including 2 (Two) partnership firms, 1 (One) associate, and 2 (Two) joint ventures. During the year under review, there were no companies which became or ceased to be subsidiaries, joint ventures or associate companies of your Company.

In accordance with Regulations 16(1)(c) and 24(1) of the Listing Regulations, the Company has adopted a "Policy for Determining Material Subsidiaries,” specifying criteria for identifying material subsidiaries and outlines the governance requirements. The Policy document is available at https:// www.kalpataru.com/uploads/1750843842 685bc1c21e5d7. pof ' ^_ ' ' ' ~ '

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

1. Kafpataru Gardens Private Limited (" KG PL");

2. Kafpataru Properties Private Limited ("KPPL );

3. Kafpataru Retail Ventures Private Limited ("KRVPL”];

4. Agile Real Estate Private Limited ("AREPL”]; and

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

Based on the audited consolidated financial statements for the year ended March 31, 2025, the above subsidiaries continue to be material subsidiaries of the Company under Regulation 16[1][c] of the Listing Regulations.

Further, in compliance with Regulation 24(1) of the Listing Regulations, pertaining to nomination of an independent director by a fisted entity on the board of an unlisted material subsidiary, the Company had nominated Mr. Om Parkash Gahrotra - Independent director for appointment on the respective Boards of KGPL, KPPL and KRVPL. His term on the Board of these companies was co-terminus with his term as Independent Director in your Company and accordingly, upon completion of his term as an Independent Director of your Company, he stepped down from the Board of aforementioned unlisted material subsidiaries with effect from September 29, 2024.

Subsequently, Ms. Anjafi Seth - Independent Director of your Company was nominated for appointment on the Boards of KGPL, KPPL and KRVPL with effect from September 30, 2024.

However, in terms of Regulation 24(1) of the Listing Regulations, based on the audited consolidated financial statements for the year ended March 31, 2025, KPPL continued to be a material subsidiary and KGPL and KRVPL ceased to be material subsidiaries and AREPL became a material subsidiary of the Company.

As, Mr. Satish R. Bhujbat - Independent Director of your Company is also appointed as Independent Director of AREPL, your Board at its meeting held on July 16, 2025, nominated him on the board of AREPL, in terms of Regulation 24(1) of the Listing Regulations.

The highlights of the financial performance of the subsidiaries, associate, and joint venture entities, along with

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About Us OurMD&A I Our Governance Our Financials

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their respective contributions to the overall performance of the Company during the year under review, are provided in the notes to the Consolidated Financial Statements and in Form AOC-1 forming part of this Annual Report.

As on March 31, 2025, the paid-up share capital of your Company consisted of 16,74,89,537 Equity Shares of face value ? 10/- [Ten) each aggregating 167,48,95,370/- [Indian Rupees One Hundred and Sixty-Seven Crore Forty-Eight Lakhs Ninety-Five Thousand Three Hundred and Seventy only) and 9,50,000 Preference Shares of face value ? 10 [Ten) each aggregating ? 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.

Changes in the share capital of the Company during the year under review, as well as those occurring between the end of the financial year 2024-25 and the date of this Board's Report, are as under:

A. ISSUE AND CONVERSION OF CCDs INTO EQUITY:

The Company had availed following unsecured loans:

1. ? 410 Crore from Mr. Parag M. Munot - Managing Director & Promoter of the Company;

2. ? 955 Crore from Kalpataru Constructions Private Limited; and

3. ? 85 Crore from Ixora Properties Private Limited.

[hereinafter Mr Parag M, Munot be referred to as Promoter Kalpataru Constructions Private Limited and Ixora Properties Private Limited collectively be referred to as the "Promoter Group Entities” )

Pursuant to the approval received from Promoter and Promoter Group Entities, the Board at its meeting held on August 2, 2024 approved the proposal to convert loans obtained from Promoter and Promoter Group Entities aggregating up to ^ 1,440 Crore [ Promoter Group Loans") into Compulsorily Convertible Debentures having face value of T 100/- (Rupees One Hundred Only) each of the Company ("CCDs"), in one or more tranches, subject to requisite approvals and in compliance with the provisions of the Act.

Considering, the proposal to be in the best interests of the Company, the members of the Company, at their EGM held on August 12, 2024, approved the above proposal to convert the Promoter Group Loans into CCDs. Subsequently, the Board, at its meeting held on the same day, allotted CCDs to Promoter and the Promoter Group Entities, as detailed below.

As the Company was in process of IPO, to comply with provisions of Regulation 5 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR"),

the Board of the Company at its meeting held on March 27, 2025 converted the CCDs, into equity shares of your Company, by issue and allotment of 27,839,537 Equity

Shares having face value of ? 10/- each at price of ? 517.25 (including a premium of ? 507.25) per share, at fair market value, as determined and certified by a registered

The above conversion of CCDs into equity has not only substantially improved the debt equity ratio of your Company ahead of your Company's IPO and also demonstrates Promoters' commitment towards value creation and growth for all stakeholders

B. INITIAL PUBLIC OFFER (IPO):

The Board and the Members of your Company, at their respective meetings held in August, 2024, had approved the proposal of issue of Equity Shares aggregating up [o^ 1,590 Crore ( Fresh Issue or the Issue ) by undertaking an initial public offer ["IPO”).

Further, the IPO Committee, in its meeting held on August 14, 2024, approved the Draft Red Herring Prospectus [ DRHP ") for the Issue and thereafter, the same was filed with the SEBI, BSE Limited ( BSE ) and National Stock Exchange Limited (' NSE", together with BSE be referred to as "Stock Exchanges '] on the same day.

The Company received In-principle approvals from both Stock Exchanges on October 09, 2024. Further, SEBI vide its observation cum approval letter dated November 22, 2024 approved the DRHP.

Subsequently, your Company filed its Red Herring Prospectus ["RHP") with SEBI and Registrar of Companies - Mumbai on

June 18, 2025.

The Issue was open for subscription from June 24, 2025 to June 26, 2025. Pursuant to the IPO the Company issued and allotted 3,82,21,164 equity shares to the public under various Categories at price of 414/- per share and 2,03,292 equity shares to employees of the Company at price of ? 376/- per equity share (post discount for eligible employees), respectively, on June 28, 2025.

Your Company's IPO received an overwhelming response and was oversubscribed, reflecting investors' trust in the Company and their appetite for the issue.

Kalpataru Limited I Annual Report 2024-25

The Board of your Company feels gratified and humbled by the trust and faith shown in the Company by all the investors, market participants and other stakeholders

Your Company received listing and trading approvals from both Stock Exchanges on June 30, 2025 and the equity shares were listed on both Stock Exchanges on July 1, 2025,

As on date of this Report, the paid-up share capital of your Company is ? 206,86,39,930/- (Indian Rupees Two Hundred and Six Crore Eighty-Six Lakhs Thirty Nine Thousand Nine Hundred and Thirty only) consisting of 20,59,13,993 Equity Shares of face value ? 10 (Ten) each aggregating ? 205,91,39,930/- (Indian Rupees Two Hundred and Five Crore Ninety-One Lakhs Thirty Nine Thousand Nine Hundred and Thirty only) and 9,50,000 Preference Shares of face value ? 10 (Ten) each aggregating ? 95,00,000/- (Indian Rupees Ninety Five Lakh only),

Your Company has undertaken an IPO and have raised ? 1,590 Crore. The proceeds of the IPO are being utilized, in accordance with the objects of the issue as specified in Prospectus, including repayment/pre-payment, in full or in part, of certain borrowings availed by your Company and its subsidiaries, as provided below:

Equity raised from IPO and debt repayments have resulted into substantial improvement in debt-to-equity ratio, thereby further improving the capital structure of your Company. The reduced interest obligations are also expected to positively impact profitability and cash flows in the coming years, providing greater flexibility for funding future growth initiatives.

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

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

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 I Listing Regulations I, the Board of your Company has framed

and adopted Policy on Dividend Distribution. The same is available on the website of your Company at https://www. kalpataru.com/uploads/1744718830.pdf.

Your Company has a well-established internal financial control mechanism to ensure effective governance, risk management, compliance, and safeguarding of assets. The detailed note on your Company's internal control mechanism comprising of policies, procedures & practices, SOPs and Board oversight is provided in the Management Discussion and Analysis Report forming part of this Annual Report

As on March 31, 2025, the Board 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:

The Board of your Company met 10 (Ten) times during the financial year 2024-25.

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.

Your Company has received declaration of Independence from all the Independent Directors of the Company, namely, Mr. Narayan K. Seshadri, Ms. Anjali Seth, Mr. Sunit R. Chandiramani and Mr. Satish R. Bhujbat confirming that they meet criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1) of Listing Regulations, respectively.

Your Board is satisfied with integrity, expertise and experience [including the proficiency] of the Independent Directors of your Company.

During the year under review, following changes have occurred in the Board of Directors of your Company:

A. MR. PARAG M. MUNOT - MANAGING DIRECTOR:

Mr. Parag M. Munot [DIN: 00136337] was appointed as the Managing Director of your Company for a period of 5 (five) years commencing from September 1, 2020 till August 31, 2025.

Taking into consideration future growth plans of your Company including Company's IPO and to ensure continuity in strategic; navigation of the Company, Nomination and Remuneration Committee [ NRC ) at its meeting held on December 24, 2024, recommended the re-appointment of Mr. Munot as Managing Director of the Company.

Based on the above recommendation, the Board in its meeting held on December 24, 2024, has re-appointed Mr. Parag M. Munot as the Managing Director of your Company for a further term of 5 [five] years with effect from September 1, 2025. Subsequently, the members of the Company at their Extraordinary General Meeting ("EGM”) held on December 30, 2024 approved the appointment of Mr. Parag M. Munot as the Managing Director of the Company for the said term and remuneration for a period of 3 years.

B. MR. NARAYAN K. SESHADRI - INDEPENDENT DIRECTOR:

Based on the recommendation of the NRC, the Board, at its meeting held on August 2, 2024, appointed Mr. Narayan K. Seshadri (DIN: 00053563) asan Additional Independent Director of the Company, for a term of 5 [Five] years commencing from August 2, 2024 till August 1, 2029 (both days inclusive). Subsequently, the members of the Company at their Extraordinary General Meeting ["EGM ] held on August 3, 2024 approved the appointment of Mr. Narayan K. Seshadri as a Non- Executive Independent Director of the Company for the said term.

C. MR. NARENDRA KUMAR LODHA - EXECUTIVE DIRECTOR:

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

D. MR. SUNIL R. CHANDIRAMANI - INDEPENDENT DIRECTOR

Based on the recommendation of NRC, the Board, at its meeting held on December 24, 2024, appointed Mr. Sunil R. Chandiramani [DIN: 00524035], as an Additional Independent Director of the Company for a term of 5 (Five) years commencing from December 24, 2024 upto December 23, 2029 (both days inclusive). Subsequently, the members of the Company at their EGM held on December 30, 2024 approved the appointment of Mr. Sunil R. Chandiramani as an Independent Director of the Company for the said term.

E. MR. SATISH R. BHUJBAL - INDEPENDENT DIRECTOR

Based on the recommendation of NRC, the Board, at its meeting held on January 24, 2025, appointed Mr. Satish R. Bhujbal (DIN: 01297845], asan Additional Independent Director of the Company for a term of 3 (Three) years commencing from January 24, 2025 to January 23, 2028 (both days inclusive). Subsequently, the members of the Company at their EGM held on January 25, 2025 approved the appointment of Mr. Satish R. Bhujbal as an Independent Director of the Company for the said term.

Mr. Om Parkash Gahrotra and Mr. Dhananjay N. Mungale retired from the Board, upon completion of their respective terms as Independent Directors of the Company, from end of business hours on September 29, 2024, Your Board places its heartfelt appreciation for invaluable contribution made by Mr. Om Parkash Gahrotra and Mr. Dhananjay Mungale during their tenure as Independent Directors of the Company,

Mr, Mofatraj P. Munot (DIN: 00046905), Non-Executive Director of the Company, who has already attained the age of 75 years, retires 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 read with Regulation 17 (1A) of the Listing Regulations. His re-appointment has been proposed to the members of the Company, to be approved by way of passing a special resolution, at the ensuing Annual General Meeting of your Company.

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

Brief resume and other related information for the proposed appointments / re-appointments, as stipulated under the Secretarial Standards issued by the Institute of Company Secretaries of India and Listing Regulations have been appended as an Annexure to the Notice of the ensuing AGM.

In accordance with the applicable provisions of the Act and Chapter IV of the Listing Regulations, the Board of your

Company has constituted the following Committees to facilitate focused oversight and effective discharge of its responsibilities

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

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders' Relationship Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee.

Apart from above, the Board of your Company has also constituted IPO committee to carry out the activities in relation to the IPO of the Company.

These Committees operate under terms of reference defined by the Board and play a crucial role in supporting the Board in areas requiring specialised and independent attention.

The details of composition of the Committees, including changes therein, their terms of reference along with their meetings held during financial year 2024-25 and attendance details of members, are provided in the 'Report on Corporate Governance' forming part of this Report.

During financiaLyear 2024-25, all recommendations made by the Committees were accepted by the Board.

The criteria and manner of evaluation of the annual performance 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.

In compliance with Regulation 25(7] ofthe 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.

During the year under review, your Company has convened sessions for the newly appointed Independent Directors, to familiarize them with Company's history, business model and operations, Management Structure, governance framework, policies, etc.

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

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 March 31, 2025, the applicable accounting standards have been followed and there is no material depa rture

(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 profit 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 March 31,2025 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.

In terms of Regulation 34 read with schedule V of the Listing Regulations, Management Discussion and Analysis Report, outlining the business and operations of your Company forms part of this Annual Report.

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 Listing Regulations, forms part of this Report as Annexure I. The Report on Corporate Governance also contains certain disclosures required

under the Companies Act, 2013 [the Act l and rules made

thereunder, for the year under review.

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 composilion of the CSR Committee, including changes therein, along with their meetings held during financial year 2024-25 and attendence details of members, are provided in the 'Report on Corporate Governance' forming part of this 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 the Company forms part of this Report as Annexure II.

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

STATUTORY AUDITOR:

KKC & Associates LLP - Chartered Accountants, Mumbai [ICAI Registration No. 105146W/W100621] [formerly known as 'Khimji Kunverji & Co LLP'] [''Statutory Auditor”), were appointed asStatutoryAuditorofyourCompany, fora term of 5 [Five] consecutive years to audit accounts of the Company for financial year 2023 to 2027.

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

The report issued by Statutory Auditor on the standalone and consolidated Financial Statements of the Company for the financial year ended March 31, 2025, having unmodified opinion of the Statutory Auditor, forms part of this Annual Report. The report does not contain any qualification, observations, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITOR:

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 lo conduct the audit of secretarial records of your Company for FY 2024-25.

The Secretarial Audit Report, issued by the Secretarial Auditor, for the financial year ended on March 31, 2025 does not contain any adverse observation, remark, qualification or disclaimer. The Secretarial Audit Report forms part of this Report as Annexure III

Further, in terms with Regulation 24A of the Listing Regulations, your Board recommends 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 secretariat records of the Company for Financial Year's 2026 lo 2030.

COST AUDITOR:

In terms of Seclion 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 June 6, 2025 has appointed 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 2025-26.

In terms of Ihe provisions of Section 148(3) of the Act, 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.

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, Ihe 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.

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.

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 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.

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

PARTICULARS OF EMPLOYEES:

In terms of Section 197112) of the Act read with regulation 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 to the median employees' remuneration and other related details are annexed to this 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 forms part of this Report.

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 a copy thereof, may email to the Company Secretary & Compliance Officer at investor.cs@kalpataru.com

In terms with Section 178 of the Act read with Regulation 19 of 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 at https://www.kalpataru.com/ uploads/1750843880 685bc1e8b8f39.pdf.

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 hove approved the Kalpataru Limited Employees Stock Option Scheme 2024 ("ESOS 20247 "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 ? 306/- (Indian Rupees Three Flundred 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 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 result of the postal ballot was announced on September 2, 2025.

The disclosure on the Scheme, required in terms of the SEBI [Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is annexed to this Report as Annexure V. The Scheme is also available at the website of your Company at https://www.kalpataru.com/investor-corner.

As on March 31, 2025, your Company had 130 employees, as detailed below;

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

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.

With an objective of ensuring the health, well-being, and financial security of our women employees while

safeguarding their career continuity, your Company provides following maternity benefits, in accordance with the provisions of the Maternity Benefit Act, 1961, to all women employees [including regular retainers) who have been in Company's employment for at least 80 (Eighty) days in 12 [Twelve) months immediately preceding the expected date of delivery:

1. Women employees are entitled to 26 (Twenty Six) weeks of paid maternity leave for their first two children, with a maximum of 8 (Eight) weeks available prior to the expected date of delivery. For employees who already have two or more children, the entitlement is 12 (Twelve) weeks of maternity leave, comprising 6 (Six) weeks before and 6 (Six) weeks after the expected date of delivery.

2. Women employees who legally adopt a child below the age of three months, as welt as to commissioning mothers (a biological mother who uses her egg to create an embryo implanted in another woman), are entitled to 12 (Twelve) weeks of maternity leave, calculated from the date the child is handed over to the adopting or commissioning mother.

3. In the event of a miscarriage or medical termination of pregnancy during maternity leave, women employees are entitled to an additional 6 (Six) weeks of leave, which may be availed as needed.

4. In the event of a miscarriage occurring during pregnancy and before availing maternity leave, woman employees are entitled to 1 (One) week of miscarriage leave following the incident.

5. Creche facility is available for women employees.

During the year under review, the Company has been fully compliant with alt applicable provisions of the Maternity Benefit Act, 1961.

In terms with Section 177(9) and (10) of the Act read with Regulation 22 of the Listing Regulations, your Company has framed a Whistle Blower Policy ("WBP"), 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 details of the Whistle Blower Policy and mechanism are provided in the Report on Corporate Governance forming part of this Report.

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

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. 38 of the standalone Financial Statements, forming part of this Annual Report.

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

During the year under review, all the transactions entered by your Company with any related party, falling within the purview of Section 188(1) under the Act, were undertaken in the ordinary course of business and on arm's length basis. Accordingly, the disclosure of such transactions in Form AOC-2, pursuant to Section 134(3)(h) of the Act, is not applicable

Your Company has obtained prior specific approval, wherever required, and omnibus approval for all related party transactions of repetitive nature, entered in the ordinary course of business and are at an arms length basis.

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

The disclosures in relation to the transactions with Related Parties pursuant to IND AS 24 are provided in Note No. 32 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 at https://www. kalpataru.com/uploads/1750324010 6853d32a7bfe2.pdf.

The 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 VI forming part of this Report.

a) KPPL Scheme:

Your Board, at Us meeting held on January 22, 2024, has 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 I 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.

The Scheme is currently pending for approval of National Company Law Tribunal, Mumbai,

b) KRPL Scheme:

Your Board, at its meeting held on June 27, 2024, has 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 Flon'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.

The Scheme is currently pending for approval of National Company Law Tribunal, Mumbai.

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

As on date of this Report, there were no proceedings, either filed by the Company or against the Company, pending before

the Hon'ble National Company Law Tribunal or any other Courts or authority, under the Insolvency and Bankruptcy Code, 2016.

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.

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] your Company has not accepted any deposit from public, within the meaning of Section 73 of the Act.

c] your Company was not required to transfer any amount to Investor Education and Protection Fund.

d] there were no instances of one-time settlement with any Bank or Financial Institution.

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 acguire, within the meaning or scope of RERA.

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.

We look forward to their continued support in future.