Kalpataru Projects International Ltd Share Price Today

Company Name	BSE Code	NSE Symbol
Associated Transrail Structures Ltd(merged)	40477
Baroda Power Transmission Ltd	40200
BS Ltd	533276	BSLIMITED
EMC Ltd	40691
Indus Towers Ltd	534816	INDUSTOWER
Jyoti Structures Ltd	513250	JYOTISTRUC
K E C International Ltd	532714	KEC
Kore Digital Ltd	78869	KDL
Modern Malleables Ltd	517336	MODERNMAL
Neueon Towers Ltd	532887	NTL
RPG Transmission Ltd(merged)	590029	RPGTLTD
Sar Televenture Ltd	91900	SARTELE
Suyog Telematics Ltd	537259
Transpower Engineering Ltd	517282
Viviana Power Tech Ltd	535471	VIVIANA

Share Holding

Category	No. of shares	Percentage
Total Foreign	14725526	9.07
Total Institutions	70886077	43.64
Total Govt Holding	0	0.00
Total Non Promoter Corporate Holding	906822	0.56
Total Promoters	65939440	40.59
Total Public & others	9988287	6.15
Total	162446152	100

Total Foreign
Total Institutions
Total Govt Holding
Total Non Promoter Corporate Holding
Total Promoters
Total Public & others

About Kalpataru Projects International Ltd

Kalpataru Power Transmission Limited (KPTL) was incorporated in 23rd April, 1981, as HT Power Structures Pvt. Ltd. With presence in 70 countries, the Company is a global EPC player with diversified interest in Buildings and Factories, power transmission & distribution, Roads and Bridges, Water pipe lines, railway track laying & electrification, civil infrastructure space, oil & gas pipelines laying, etc. The Company offers comprehensive solutions encompassing design, testing, fabrication, erection and construction and maintenance solutions for transmission lines, oil and gas infrastructure and railway projects on a turnkey basis. The Company caters to both domestic and international markets through two state-of-the-art factories situated at Gandhinagar (Gujarat) and Raipur (Chhattisgarh). KPTL also has a test bed located near Gandhinagar used for tower prototype testing. Presently, it is engaged in engineering, procurement and construction (EPC) relating to infrastructure comprising power transmission & distribution, railway track laying & electrification, oil & gas pipelines laying, etc. As a diversified conglomerate, KPTL combines its technical prowess and excellent execution strategies to deliver exceptional service to its varied clientele. The Company is also involved in development of assets and has a portfolio of infrastructure along with two Manufacturing facilities in Gandhinagar, Gujarat and Raipur, Chhattisgarh, as well as two Biomass based power plants in Rajasthan, India. KPTL is one of the leading companies in the field of Turnkey projects for EHV Transmission Lines up to and including 800 KV in India and Overseas. As an EPC contractor, the company's scope of work includes design, testing, fabrication, galvanizing of towers and construction activities from survey, civil works/ foundation, erection to stringing and commissioning of EHV lines, besides procurement of items such as conductors, insulators, hardware accessories etc. We also participate in Substation projects on a partnership basis. The Construction division of the company had completed over 8,000+ kms of turnkey projects in India for various clients such as the Power Grid Corporation of India and various State Electricity Boards (SEBs) of Gujarat, Karnataka, Maharashtra, Rajasthan, Andhra Pradesh, Rajasthan, Orissa, Tamil Nadu and Madhya Pradesh. The Company bagged the first 220 KV contract in April of the year 1984. After two years, in 1986, the first 400 KV contract came in company's hands. In March of the year 1991, KPTL released its 1,000 MTs production. In August of the year 1993, the company received the first 500 KV contract. During the year 1994, in the month of April the first Physical Export contract was came to the company. In the same year, in the month KPTL received an ISO 9001 Certificate and the company issued its Initial Public Offering (IPO). During May of the year 1997, the company changed its name to the present one Kalpataru Power Transmission Limited. The first 800 KV contract was surrendered to the company in September of the year 1995. During October of the year 1998, the company's R & D and Testing Station were commissioned. In July 2000, the company tested its Tallest tower in Test Bed. The Overseas Turnkey contract was signed in June of the year 2001. During December of the year 2002, the company awarded a single largest Project of 1,150 kms of 400kv line (Rihand) - 46,000 MTs by Powergrid, India. In September of the year 2003, KPTL started its Bio Mass Power Plant at Ganganagar, Rajasthan. The Company completed its third overseas 132 kV project for Zesco, Zambia in November 2004, ahead of contractual period. Also in the year 2005, KPTL completed the 900 kms of 400 kv D/C for Rihand project of Powergrid, its also prior to scheduled period. During the year 2005, in the month of January, the strategic diversification was made by the company into 11/33 kv distribution projects in India. In February, the company acquired the equity stake of JMC Projects. In August of the same year 2005, KPTL commissioned its new fabrication plant at Gandhinagar with a capacity of 30,000 Tonnes p.a. The first pipeline contract was signed with BPCL over 400 kms of below 16' in October 2005. During July of the year 2006, the Prestigious Pipeline contract of 74kms x 30' for GAIL (Panvel-Dabhol) was came to the company. The Business Today ranked the KPTL as the fastest growing Mid-Cap company of India in April of the year 2007. The Company plans to further increase tower manufacturing capacity by 24000 MTs p.a, which will be operational from September 2008 at its main plant at Gandhinagar, making it among the largest tower manufacturing capacity at single location in the world. Post addition, the capacity of the company would be 108,000 MTs per annum. The Company has forayed into the fast growing Telecom sector for turnkey jobs, with some success from BSNL & private sector telecom players. During the year 2014, the Company's wholly owned subsidiary, Amber Real Estate Ltd., completed construction & development of commercial building for IT/Software Technology Park at Thane in Maharashtra. During the year 2015, Gestamp Kalpataru Solar Steel Structures Pvt. Ltd. have become subsidiary company, Punarvasu Holding and Trading Company Pvt. Ltd. have become step-down subsidiary company (through SSLL) of the company. During the year 2016, the Company received Certificate of Conformity of the Factory Production Control for the construction product 'Structural Steel Transmission Line Towers' in compliance with Regulation 305/2011/EU of the European Parliament and of the Council of 9 March 2011 (the Construction Products Regulation or CPR) from SGS United Kingdom Limited. During the year 2016, the Company received Certificate of Appreciation from Ministry of Energy and Coal Industry of Ukraine for successful completion of '750 kV Rivne NPP &150; Kiev Substation Transmission Line' project, one of the biggest projects of its type constructed in Ukraine which was completed at least nine months ahead of scheduled date. During the year 2016, the Company secured Third Transmission Line BOOM Project under tariff based competitive bidding process. The project scope involves build, own, operate and maintain the transmission system for 'Transmission System Strengthening in Indian System for transfer of power from new HEPs in Bhutan. The Company holds 67.19% equity shares of its wholly owned subsidiary, JMC. JMC has successfully completed Rights issue of 74,62,686 equity shares of Rs10 each during the year 2016, raising funds of approx. Rs. 150crores. It executed 3 road BOOT projects, through its wholly owned subsidiary companies and 1 road BOOT project in joint venture. All the four road BOOT projects are now fully operational on full toll and full length basis, of which the SPV Company M/s Vidhyachal Expressway Private Limited has received second Provisional Certificate to start operations of Toll Plaza - 2 of Rewa Project on April 4, 2016. JMC through its wholly owned subsidiary is engaged in the mining activity. During the year 2017, the Punarvasu Financial Services Private Limited (PFSPL), the company's subsidiary started its new product 'Invoice Discounting'. During the year 2017, the Company's subsidiary, Kalpataru Metfab Private Limited (KMPL) changed its business activity from manufacturing of solar energy equipment's and related businesses to manufacturing of Tower parts, structures and related businesses. During the year 2017, Kohima-Mariani Transmission Limited has become subsidiary company of the Company. In FY 2017, the Company erected 1,09,364 MT of transmission towers at various locations domestically and internationally and executed about 2,321 km of stringing work to connect the grid to sub-station or sub-station to sub-station in 2018. As at 31 March 2018, the Company had 20 direct and indirect subsidiaries and 2 joint venture Companies. During FY 2018, the T&D business has received the following top projects: i) Orders totalling Rs 1,092 crore for Substations and Transmission line in West Africa. ii) Received various Transmission line orders from Afghanistan, Bangladesh & Nepal totalling Rs 985 crore. iii) Three orders for transmission line construction, augmentation and supply in overseas markets for Rs 545 crore. iv) Transmission line turnkey project by Tamil Nadu Transmission Corporation Limited of Rs 643 crore. In the transmission business, the Company completed charging the ATL BOOM Project by commencing commercial operation during FY 2018-19. On 29th April, 2019, Company through its wholly owned subsidiary in Sweden made a strategic investment to enhance KPTL's position in the global T&D EPC business and acquired 85% equity stake in Linjemontage I Grastorp AB (LMG) The Company paid Rs. 136.36 Crores (SEK 185.6 million) to acquire 85% stake in LMG Sweden. It supplied 1,70,696 MTs of Transmission Line Towers during the year 2018-19. It initiated manufacturing of Railway structures at existing manufacturing plant of the Company, which was approved by Central Organization for Railway Electrification (CORE). It incorporated a wholly owned subsidiary in Sweden namely Kalpataru Power Transmission Sweden AB, which became a subsidiary of the Company in FY 2018-19 to explore business opportunities in Nordic Countries and Europe. In FY 2019-20, the Company erected around 1,28,000 MT of transmission towers at various locations domestically and internationally and executed about 3,800 ckm of stringing. The EPC segment has received new orders of approximately Rs. 9,887 Crore. Numerous transmission line and substation orders in international and domestic markets totalling approx. Rs. 3,658 Crore were secured from Power Grid Corporation Ltd. (PGCIL), State Electricity Boards (SEBs) and private clients. It secured several orders of Rs. 1,484 Crore from Indian Oil Corporation Limited (IOCL), GAIL and GSPL India Gasnet Limited (GICL). The Company's Railway business garnered orders worth Rs. 1,353 Crore related to gauge conversion, railway electrification and associated works from Rail Vikas Nigam Ltd. (RVNL), Central Organisation for Railway Electrification (CORE) and G-RIDE in FY19-20. It supplied 1,67,206 MTs of Transmission Line Towers during the year 2019-20. On July 3, 2019, Company entered into 3 binding agreements with CLP India Private Limited (CLP) to sell its stake in 3 power transmission assets namely, Kalpataru Satpura Transco Private Limited (KSTPL), Alipurduar Transmission Limited (ATL) and Kohima-Mariani Transmission Limited (KMTL) (referred jointly as SPVs), for an estimated enterprise value of Rs. 3,275 Crores. Though it completed the sale of entire stake in KSTPL on November 20, 2019, however, due to non-fulfillment of conditions precedent, the binding agreement for sale of stake in ATL was terminated effective from May 1, 2020. It purchased 1,46,45,499 equity shares of Rs. 10/- each representing 19.94% of the equity share capital of Shree Shubham Logistics Limited from its existing shareholder i.e. Tano India Private Equity Fund II for an aggregate consideration of ~ Rs. 64.66 Crore paid for consideration other than cash on preferential allotment basis on July 30, 2019. On May 20, 2020, the Board of Directors of the Company approved the buy-back of its equity shares of face value of Rs. 2/ each. It expanded footprints in three new countries each in Asia, Latin America and Africa. It secured 1st order in 765 KV GIS Substation segment in India. It completed 10 T&D projects including some of the most challenging projects. It commissioned around 700 track kms of Over Head Equipment (OHE) works. It secured first EPC project from G-RIDE. It clocked highest ever sales of around Rs. 1,750 Crore in 2019-20 with around 30 projects under execution in two countries. It received single largest EPC order for gas pipeline of Rs. 620 Crore. It commissioned Alipurduar Transmission Line. It renewed engagement with SEBs (Andhra Pradesh & Telangana) and Private Sector Clients in India. In FY 2021, the Company commissioned KohimaMariani Transmission Ltd. (KMTL). It expanded T&D business and entered into five new countries across Asia, Latin America and Africa. It acquired 51% stake in Fasttel Engenharia in Brazil at an equity value of USD 8.8 million and subsidiary in Linjemontage I Grastorp AB (LMG), a Swedish EPC Company. It completed a Shipyard Project in Goa, Supreme Court complex in Delhi, AIIMS Hospital facilities across multiple cities, NTPC townships, Central University in Gaya, besides multiple residential and commercial projects in private sector. It signed agreement to construct 2,000 social housing units in Maldives. It commenced construction works for IIT Tirupati. It completed a river linking project in Ujjain, India and a water supply project in Sri Lanka. It received order book across the states of Odisha, Jharkhand, Bihar, Uttar Pradesh and Punjab. It developed capability and bidding for Metro Rail Underground Structures and High Speed Rail projects. It completed a Flyover near Mumbai. Its subsidiary, JMC secured large infrastructure projects in Mongolia and Maldives, utilising KPTL's business development capabilities. It completed the divestment of Jhajjar KT Transco (JKTPL) and Alipurduar Transmission Ltd. (ATL). Its subsidiary, JMC Projects (India) Ltd. received orders of approximately Rs. 7,916 Crore in FY20-21 in its Buildings & Factories and Water business. On November 26, 2020, the Company completed the sale and transfer of ~49% of the total equity shares of Adani Transmission Limited (ATL) with an agreement to sell balance 51% after obtaining requisite regulatory and other approvals consistent with Transmission Service Agreement. It entered into definitive agreement on May 29, 2020 with India Grid Trust, an infrastructure investment trust and completed the sale of its entire stake in Jhajjar KT Transco Private Limited (JKTPL) on October 5, 2020. In FY20-21, the Company erected around 1,15,800 MT of transmission towers at various locations domestically and internationally and executed about 3,330 ckm of stringing. The EPC segment received new orders of approximately Rs. 16,359 Crore. It secured several orders of Rs. 1,057 Crore from various oil & gas marketing companies in India. Numerous transmission line and substation orders in international and domestic markets totaling approx. Rs. 6,289 Crore were secured by KPTL from Power Grid Corporation Ltd. (PGCIL), State Electricity Boards (SEBs) and private clients. The Railway business garnered orders worth Rs. 1,097 Crore related to gauge conversion, railway electrification and associated works from Rail Vikas Nigam Ltd. (RVNL), Central Organisation for Railway Electrification (CORE) and G-RIDE in FY 2020-21. It supplied 1,57,095 MTs of Transmission Line Towers. It received Orders in excess of Rs. 8,440 Crores including orders received by Linjemontage I Grastorp AB, in CFY 2020-21. On January 27, 2021, company incorporated a wholly owned subsidiary namely Kalpataru Power Do Brasil Participacoes Ltda (KPBPL). During the year under review, two new companies namely Kalpataru Power Senegal SARL, in the Republic of Senegal and Kalpataru Power DO Brasil Participacoes Ltda., in Brazil were incorporated as Wholly Owned Subsidiaries of Company. Fasttel became 51% step-down subsidiary of the Company w.e.f. April 7, 2021. Jhajjar KT Transco Private Limited ceased to be a Joint Venture Company of the Company effective from FY 2021. During the financial year 2021-22, the Company and Techno Electric and Engineering Company Limited (Techno) completed the divestment of ~49% equity shares of Kohima-Mariani Transmission Limited (KMTL) (23% by the Company and 26% by the Techno) to Apraava Energy Private Limited (formerly known as CLP India Private Limited) and received the sale consideration in the third quarter of the fiscal. This marked the divestment of all Transmission BOOT assets of the Company. It made progress by selling 60% units of its Indore Real Estate asset by end of 2021-22. The Company of transmission towers executed about 2,674 ckm of stringing. The EPC segment received New Orders of approximately Rs. 18,161 Crores. Transmission line and substation orders in international and domestic markets totaling approx. Rs. 7,071 Crores (incl subsidiaries) were secured by KPTL. In India, it secured orders from Power Grid Corporation Limited (PGCIL), State Electricity Boards (SEBs) and private clients. Several orders of Rs. 569 Crores were also secured from various oil & gas marketing companies. The Railway business garnered orders worth Rs. 519 Crores related to gauge conversion, railway electrification and associated works. Its subsidiary, JMC Projects (India) Limited received orders of approximately Rs. 10,139 Crores in 2021-22 with the majority of order 42% - from B&F business. It supplied 1,52,580 MTs of Transmission Line Towers. It received Orders in excess of Rs. 8150 Crores [including orders received by LinjemontageI Grastorp AB (Rs. 985 Crores) and Fasttel Engenharia S.A. (Rs. 283 Crores)] in the current FY 2021-22. During FY 2022, the Company secured record new orders of Rs. 18,161 Crores in 2021-22. It secured several high value projects and diversified global presence to 67 countries with addition of four new countries. In the T&D business, it secured single largest order of Rs. 3,276 Crores in the South American market. At the same time, it secured first international order for the B&F business in Maldives and strengthened Urban Infra business with two new road projects in Africa valuing over Rs. 2,200 Crores. In Water business, it achieved record order inflows of Rs. 3,286 Crores in 2021-22, expanding its geographical reach within India. On 19th February 2022, the Board of Directors of KPTL (the Company) and JMC Projects (India) Limited (JMC) approved the Scheme of Amalgamation for merger of JMC with KPTL. It secured strategic order of over Rs. 3,200 Crore in Chile for the design, engineering, supply, and construction of a HVDC power transmission line of 700 KM. During year 2022-23, the Company and its subsidiary, JMC Projects (India) Ltd. (JMC) got amalgamated which became effective from January 04, 2023. Upon effectiveness of the Scheme, all the assets, liabilities, employees etc. of JMC were transferred and vested on the Company with effect from the Appointed Date i.e. April 01, 2022. As per the terms of Scheme, Company had issued and allotted 1,35,36,944 equity shares each of Rs 2/- to the eligible shareholders of JMC on January 16, 2023. The said allotted equity shares are listed and admitted for trading in BSE Limited and National Stock Exchange of India Limited on and from February 01, 2023. Further, in consideration of such amalgamation, the Company issued 1 equity share of Rs 2/- each for every 4 equity shares of Rs 2/- each of JMC to the eligible shareholders of JMC. i.e., 1:4 in the merger ratio. During the year 2022-23, four step down subsidiaries of the Company viz. Brij Bhoomi Expressway Private Limited, Vindhyachal Expressway Private Limited, Wainganga Expressway Private Limited and JMC Mining and Quarries Limited became the direct subsidiaries of the Company upon Amalgamation of JMC Projects (India) Limited with the Company. Further, Kurukshetra Expressway Private Limited became direct associate company upon Amalgamation of JMC Projects (India) Limited with Company. Alipurduar Transmission Limited and Kohima-Mariani Transmission Limited ceased to be subsidiaries of the Company and became associate companies. The name of the Company was changed from Kalpataru Power Transmission Limited to Kalpataru Projects International Limited effective on May 22nd 2023. During the year 2022-23, the Company commissioned over 1,200 km of Transmission Lines; commissioned Airport project on EPC basis; commissioned marquee projects such as IIT Tirupati (greenfield campus spread over 200 acres), Prestige Falcon Mall (largest in South Bengaluru), Bagmane Helium Commercial Project in less than 12 months (G+12 structure); commissioned Industrial EPC Project for a steel plant and shipyard; commissioned over 1,200 route km of Railway Electrification; commissioned over 100 route km of new Railway Track; commissioned Indore Metro and Bhopal Metro Projects; Over 250 km hydro-testing of pipelines commissioned across multiple States; commissioned Tamil Nadu's longest Elevated Corridor (> 7 km) in Madurai for NHAI and commissioned Elevated Corridor project (> 5 km) in Kanpur from UP Metro. During the year 2022-23, the Company through terms of the agreement sold and transferred additional 25% out of the balance 51% equity shares of Alipurduar Transmission Limited to Adani Transmission Limited with an agreement to sell the balance 26% to Adani Transmission Limited. Further, Company also sold and transferred additional 25% out of the balance 51% equity shares of Kohima-Mariani Transmission Limited to Apraava Energy Private Limited (formerly known as CLP India Private Limited) with an agreement to sell the balance 26% to Apraava Energy Private Limited, with Transmission Service Agreement.

Kalpataru Projects International Ltd Chairman Speech

Our priority is accelerating profitable growth and transforming KPTL to deliver sustainable stakeholder value.

Dear Stakeholders,

The financial year 2021-22 was characterised by severe second wave of Covid-19 pandemic, global geo-political conflicts, high inflation and unprecedented volatility in commodity prices along with broad disruptions in the global supply chain. Against this challenging backdrop, we have delivered a noteworthy financial performance driven by top- line growth, consistent profitability, successful management of cost and improved market leadership position. Combined with our execution excellence, compelling business portfolio, customer connect and cost focused approach, we have delivered a record performance year after year, demonstrating the strength of our resilient business model, which is designed to succeed in any operating environment.

Improved Business Performance - Strong Financial Position and Leading Business Portfolio

The financial year 2021-22 was a year of demand recovery and notable order booking for KPTL and JMC on account of strong impetus on infrastructure development by Government, revival of real estate sector, pick-up in industrial activity and rising adoption of renewables. We quickly identified and responded to the cost inflation challenge by successfully implementing cost reduction initiatives, effective hedging and improving operating efficiency to offset increased raw material and freight costs and, at the same time, continuing to provide efficient project delivery to our customers.

I am happy to report that we have achieved turnover of Rs 14,777 Crores at consolidated level, with growth of 14% over the previous year. Our EBITDA margin remained healthy at 9% in 2021-22, which was lower than 2020-21 primarily due to cost inflation. Our consolidated PAT was Rs 535 Crores with EPS of Rs 36.3 for 2021-22.

We have consistently demonstrated our track record of strong cash generation and efficient working capital management as we have reduced our consolidated net debt by 17% from 2019-20 levels. Our net debt is at Rs 1,902 Crores with a net debt to equity ratio of 0.43x. We continue to make considerable progress on our deleveraging journey with improvement in working capital days, record number of project closures and divestment of T&D BOOT portfolio.

KPTL and JMC has a leading market position, with a sound strategy, as we have successfully navigated the pandemic and volatile operating environment. Simultaneously, we have also delivered a robust financial performance.

KPTL will continue with its deleveraging journey by actively looking to exit non-core businesses and improving its capital management.

We plan to complete restructuring on Wainganga Road Project and refinancing for Vindyachal Road Project in 2022-23. In case of Kurukshetra Road Project, we have issued notice of termination and handed over the asset in line with the provisions of the concession agreement. These steps will improve the operational viability of Road BOOT assets.

The Board of Directors clearly understands the importance of returns to shareholders and, as a result of the Company's strong financial profile and confidence in its strategy and growth outlook, have proposed a dividend of Rs 6.5 per share, subject to approval of shareholders. KPTL continues to have a progressive dividend policy as we have consistently improved its dividend payout from 12% in 2019-20 to 25% in 2020-21 and 19% in 2021-22. Going forward, the Board aims to use the Company's free cash flow to fund its capex, invest in new growth opportunities in the core business, and make further returns to shareholders as appropriate.

Our consolidated order book is at all-time high of over Rs 32,761 Crores and we have secured record new orders of Rs 18,161 Crores in 2021-22. We have significantly improved our market position in T&D, Water, B&F and Urban Infra businesses during the year, as we have secured several high value projects and diversified our global presence to 67 countries with addition of four new countries in 2021-22. We are consistently, improving our competitive position and business mix with emphasis on segments and markets that have higher growth outlook & better margin profile.

In the T&D business, we have secured single largest order till date in our history of Rs 3,276 Crores in the South American market. At the same time, we secured our first international order for the B&F business in Maldives and strengthened our Urban Infra business with two new road projects in Africa valuing over Rs 2,200 Crores. In our Water business, we have achieved record order inflows of Rs 3,286 Crores in 2021-22, significantly expanding its geographical reach within India.

We continue with our strategy to enter and expand new markets and generate new revenue streams beyond our traditional markets. This is very well depicted with the performance of our Sweden subsidiary; LMG has reported good growth in revenue and profitability since our acquisition in April 2019, as we have almost double the size of business. In Fasttel Brazil, we are strengthening the organisation alongside integrating their systems and process in-line with KPTL.

We continue to strengthen our market position through active business mix management as we plan to secure new business from the high-growth segments like Metro Rail, Airports, Data Centers and Heavy Civil Infrastructure. More than ever, we are strengthening our capabilities in civil, electrical, design and engineering areas for domestic and international markets as we continue to expand our leadership position in focused EPC business.

We remain committed to scale-up our EPC business by expediting our market reach, driving superior project delivery, balanced business portfolio across customers and markets, and augmenting local presence in key geographies.

We are convinced that our wide global presence, diverse business mix and strong execution capabilities provides us with competitive advantages, and adoption of digital Industry 4.0 technologies enables us to sustained cost and quality competitiveness. This will help us drive sustainable and profitable growth.

Strategic Enabler - KPTL-JMC Merger, Digital & Sustainability

In 2021-22, we have commenced a number of business transformation initiatives. The objective of these initiatives will be to help us drive growth in core business, improve profitability by optimising the portfolio and footprint, improving the overall cost base efficiency through operational and manufacturing excellence and Implementing the next phase of our strategic evolution will help us to better leverage our expertise and competence, specifically in our key focus areas, making KPTL more digital and sustainable.

Implementing the sustainability agenda. These strategic initiatives are driven with an objective to build a future proof organisation with a targeted revenue goal of USD 3 Billion by 2025.

One of the major step taken in this direction is the merger of JMC with KPTL. In February 2022, the Board of Directors of KPTL and JMC approved the scheme of amalgamation of JMC with KPTL. This is a significant milestone for both the companies to unleash their growth potential and drive the next phase of growth. We believe combining our two companies will create substantial long-term value for all our stakeholders. Moreover, the merged entity will benefit from operational & cost synergies arising from scale and size of the combined business. The merger will also enable us to bid for large size complex projects along with improved management bandwidth. The combined entity will have a strong balance sheet and financial flexibility to invest in core EPC business. The process of getting necessary approvals for the merger are underway and progressing as per schedule. The merger is expected to be completed in 2022-23.

Our investment in technology infrastructure and digital tools has allowed us to improve our project delivery, react to situations with speed and ensure we are focused on value creation. In 2021-22, we focused on higher adoption of digitalisation across the entire project ecosystem and driving project delivery through mechanisation and technology.

We are putting sustainability and ESG at the core of our strategy with clear ambition to improve our performance on KPTL firmly believes, financial performance has to be in-line with social and environmental performance. The goal is to sustainably create value.

Parameters related to decarbonisation, occupational safety, diversity, social integration and corporate ethics. In doing so, we want to align our sustainable growth in-line with the larger society and communities. We want to promote measures that allow us to be more committed to the environment, strengthen our social function with greater safety, more diversity and better human resources, and continue to promote an ethically responsible business culture. You can read more about our sustainability outcomes in this integrated Annual Report.

Outlook

Governments around the world are giving high impetus to infrastructure development in order to stimulate economic activity post the pandemic. Infrastructure spending on transport infrastructure, housing, social infrastructure and clean energy has begun to rebound and is expected to grow significantly over the coming decade. Moreover, India continues to remain attractive destinations for investment with heighten focus by Government on increasing public capital expenditure, infrastructure development and introducing favorable reforms and policies like Make in India, Digital India, Power for All, Smart Cities, Housing for All etc. Furthermore, surge in oil prices will improve prospects and economic recovery in Middle East economies, leading to higher capex and infrastructure development opportunities in Gulf countries. These structural developments offer tremendous growth potential for KPTL given its core competencies and strong global footprints in the EPC space.

Despite many macro uncertainties coupled with accelerating inflation, KPTL has a decisive strategy in place to mitigate the inflationary pressures and we feel confident about our ability to deliver consistent, long-term performance and sustainable value creation. Furthermore, the declining trend of commodity prices and stability in global supply chain will facilitate better project delivery.

On behalf of the Board of Directors, I would like to thank our customers, subcontractors, vendors, bankers and shareholders for their trust in KPTL and our employees for their hard work and commitment.

Best Regards,

Mofatraj P Munot Chairman

Kalpataru Projects International Ltd Company History

Kalpataru Projects International Ltd Directors Reports

DEAR MEMBERS,

Your Directors are pleased to present the 42^nd ANNUAL REPORT of Kalpataru Power Transmission Limited (“the Company”) together with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

(Rs in Crores)

Particulars
	As at 31st March, 2022-23	As at 31st March, 2021-22	As at 31st March, 2022-23	As at 31st March, 2021-22
Revenue from Operations	16,361.44	14,777.38	14,336.82	12,407.14
Profit before Depreciation and Amortization expenses, Tax and Exceptional items	942.49	882.15	979.33	707.53
Less: Depreciation and amortization expenses	391.75	350.78	294.75	271.95
Profit before Tax and Exceptional Items	550.74	531.37	684.58	435.58
Exceptional items	90.78	184.93	54.10	63.94
Share of Profit / (Loss) from Joint Venture	-	(19.89)	-	-
Tax Expense	206.50	161.35	206.73	149.14
Profit for the period	435.02	535.06	531.95	350.38
Other Comprehensive Income (net of tax)
Items that will be reclassified subsequently to	(57.16)	43.39	(48.70)	35.31
Profit or Loss
Items that will not be reclassified subsequently	1.49	0.53	1.58	0.55
to Profit or Loss
Total Comprehensive Income for the period	379.35	578.98	484.83	386.24
Other Equity – Opening balance	4,248.79	3,708.72	4,907.32	4,547.22
Add: Profit for the period	440.75*	540.30*	531.95	350.38
Less: Dividends	(96.77)	(34.45)	(102.20)	(26.13)
Less: Issue of Equity Shares		-	(2.71)	-
Add / Less: Other Comprehensive income for the year net of tax	(42.34)	34.22	(47.12)	35.85
Add / Less: Acquisition of non-controlling interest	137.70	-	-	-
Other Equity – Closing balance	4,688.13	4,248.79	5,287.24	4,907.32

* Profit for the year attributable to Owners of the Company

Note: Consequent to Amalgamation of JMC Projects (India) Limited with the Company, the Financial Statements for the previous financial year As at 31st March, 2021-22 has been restated in accordance with the applicable accounting standard.

OPERATIONAL HIGHLIGHTS

During Financial Year As at 31st March, 2022-23, the Standalone revenue of your Company increased by about 15.55% to H 14,336.82 Crores as against H 12,407.14 Crores in the previous financial year. Total revenue outside India was H 3,789.66 Crores or approx. 26.43% of revenues. The Standalone net profit for the year increased by 51.82% to H 531.95 Crores as against H 350.38 Crores in the previous financial year mainly on account of higher revenue, operational efficiencies, productivity improvement and timely project closures and claims.

Your Company has a standalone order book of more than H 45,900 Crores (including Linjemontage I Grastorp AB and Fasttel Engenharia S.A.) excluding fairly placed bids. Your Company has received Orders in excess of H 25,200 Crores (including orders received by Linjemontage I Grastorp AB and Fasttel Engenharia S.A.) in the current financial year As at 31st March, 2022-23. The consolidated revenue of your Company increased by about 10.72% to H 16,361.44 Crores as against H 14,777.38 Crores in the previous financial year.

The consolidated net profit for the year decreased by about 18.70% to H 435.02 Crores as against H 535.06 Crores in the

previous financial year mainly on account of increased input costs in subsidiary companies. YourCompanyhassecuredhighesteverorderbook,spreadacross multiple business areas, enabling sustainable and diversified growth. Your Company has achieved the following milestones for its various businesses during the year under review.

Transmission & Distribution:

(i) Supplied 1,18,258 MTs of Transmission Line Towers (ii) Completed / commissioned over 1,200 km of Transmission Lines (iii) Over 2,400 circuit km stringing done

Buildings and Factories:

(i) Secured first-ever Airport project on EPC basis

(ii) Completed marquee projects such as IIT Tirupati (greenfield campus spread over 200 acres), Prestige Falcon Mall (largest in South Bengaluru), Bagmane Helium Commercial Project in less than 12 months (G+12 structure) (iii) Completed Industrial EPC Project for a steel plant and shipyard

Water Supply and Irrigation:

(i) Over 4 Lakh house connections of treated drinking water provided across cities and villages in Odisha, Bihar, MP and UP

(ii) Over 100 Overhead Water Tanks constructed across States for providing treated drinking water supply (iii) Multiple projects under execution under Jal Jeevan Mission with portfolio of around 25 Lakh house connections

Railway:

(i) Commissioned over 1,200 route km of Railway Electrification (ii) Commissioned over 100 route km of new Railway Track (iii) Secured Indore Metro and Bhopal Metro Projects

Oil and Gas:

(i) Over 250 km hydro-testing of pipelines completed across multiple States

Urban Infra:

(i) Completed Tamil Nadu's longest Elevated Corridor (> 7 km) in Madurai for NHAI

(ii) Secured Elevated Corridor project (> 5 km) in Kanpur from UP Metro

AMALGAMATION OF JMC PROJECTS (INDIA) LIMITED

WITH THE COMPANY

The Board of Directors of your Company and its subsidiary JMC Projects (India) Ltd. (JMC) at their respective meetings held on February 19, 2022 had approved the scheme of amalgamation of JMC with the Company and their respective shareholders pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the Scheme). Theamalgamationwasapprovedsoastobringsynergiesamongst two leading organizations with unique sets of capabilities and complementary businesses in the attractive EPC markets. As per the Scheme, all the assets, liabilities, employees etc. of JMC shall vest on the Company with effect from the Appointed Date i.e. April 01, 2022 and in consideration of such amalgamation, the Company issued 1 (one) equity share of H 2/- each for every 4 (four) equity shares of H 2/- each of JMC to the eligible shareholders of JMC.

In accordance with the order dated August 03, 2022 passed by the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad bench, your Company convened meeting of equity shareholders on September 06, 2022 through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations, to consider and approve Scheme of Amalgamation of JMC with the Company and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The said Resolution was passed with requisite majority.

During the year under review, the Scheme of Amalgamation was approved by the Hon'ble National Company Law Tribunal, Ahmedabad Bench vide its order dated December 21, 2022 and the Scheme became effective from January 04, 2023 consequent upon the filing of the order with the Registrar of Companies, Gujarat. Upon effectiveness of the Scheme, all the assets, liabilities, employees etc. of JMC have been transferred and vested on the Company with effect from the Appointed Date i.e. April 01, 2022. The effect of the Scheme has been given in the Audited Financial Statements of the Company for FY As at 31st March, 2022-23 and accordingly as required under Indian Accounting Standards, the Financial Statements for the previous financial year As at 31st March, 2021-22 has been restated to make it comparable.

CAPITAL STRUCTURE

As per the terms of the Scheme, your Company had issued and allotted 1,35,36,944 equity shares each of H 2/- to the eligible shareholders of JMC on January 16, 2023. The said allotted equity shares are listed and admitted for trading in BSE Limited and National Stock Exchange of India Limited on and from February 01, 2023.

Consequent to the above issuance, the paid-up equity share capital of the Company stood at H 32,48,92,304/- divided into 16,24,46,152 equity shares each of H 2/- as at March 31, 2023.

CHANGE OF NAME

The Board of Directors of the Company on April 10, 2023, approved a proposal for change in the name of the Company from the existing name ‘Kalpataru Power Transmission Limited' to ‘Kalpataru Projects International Limited'. The Company is in process of seeking the approval of the members on the aforesaid change of name of the Company. Such change of name will be made effective once the approval of the Central Government is obtained post the members' approval.

AWARDS & RECOGNITION

Your Company has been honoured with various awards, accolades and recognitions during the year under review, some of which are elaborated hereunder: Manufacturing Plant in Gandhinagar : Multiple awards received from International Research Institute for Manufacturing, CII Institute of Quality, Quality Circle Forum of India etc.

Manufacturing Plant in Raipur : Multiple awards received from Quality Circle Forum of India etc. besides certifications by IFO – Certification Body based at Germany, and certifications such as EN 1090 and ISO 3834-2 which are mandatory for European projects. Biomass Power Plant in Rajasthan : Received Gold Award from Apex India. Transmission Lines & Substations : Multiple awards received from Quality Circle Forum of India, Gold Excellence Awards at International Convention on QC Circles - 2022 Jakarta for the case study on “Proto Inspection of Transmission towers” and also on Case study on “5S Implementation in Construction store area”.

Railways : Multiple awards including “Achievement in Electrification in Railways” at 3^rd Rail Analysis Innovation

& Excellence Summit, 2022, Awards for “Outstanding Contribution in Urban Infrastructure – Railway” by EPC World etc.

Digitalization : Multiple awards including for "Operational Excellence through Digital Transformation – 2022” for Project SPARK under the “Most Innovative Practice" category by Confederation of Indian Industry, Technology Excellence Award from Quantic India.

Skill Development : Multiple Supervisors and Artisans felicitated in CIDC Vishwakarma Awards.

Safety : Multiple awards for various projects in Buildings & Factories, Transmission Lines & Substations, Water Supply

& Irrigation and Infrastructure businesses from OSHSAI, British Safety Council, RoSPA UK, CII, CIDC, NSCI etc. Also, multiple appreciations received from various clients for safe working hours achieved at various project sites.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year As at 31st March, 2022-23 and the date of Board's Report.

DIVIDEND

Your Directors are also pleased to recommend dividend on the increased paid-up equity share capital base of the Company for the year ended March 31, 2023 @ H 7/- (350%) per equity share of H 2/- each fully paid up (previous year H 6.50 (325%) per fully paid up share). The total dividend payment for FY As at 31st March, 2022-23 would be approx. H 113.71 Crore on the increased share capital base of 16,24,46,152 equity shares as against the previous year dividend payment of H 96.79 Crore on 14,89,09,208 equity shares of the Company. The final dividend payment for the FY As at 31st March, 2022-23 is in accordance with the Dividend Distribution Policy of the Company and the same shall be paid subject to the deduction of tax in applicable cases once approved by the members of the Company at the ensuing Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations, your Company has formulated Dividend Distribution Policy and the same is also available on the website of the Company at https:// kalpatarupower.com/wp-content/uploads/2016/05/Dividend-Distribution-Policy.pdf The Board of Directors of your Company have recommended dividend within the parameters of dividend distribution policy. There was no change in dividend distribution policy during the year under review.

NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has redeemed Non-Convertible Debentures (NCDs) worth H 298.94 Crores (includes NCDs redeemed by JMC Projects (India) Limited worth H 145 Crores).

Also during the year, your Company has issued and allotted 990 Nos. Repo Rate linked Unsecured, Rated, Listed, Redeemable NCDs of the face value of H 10,00,000/- (Rupees Ten lakh Only) each, for an aggregate nominal value of H 99,00,00,000/- (Rupees Ninety Nine Crores Only) on private placement basis. The said NCDs are listed on Wholesale Debt Market Segment of BSE Limited. Further, the Company has fully utilized the proceeds of issue of said NCDs for the purposes as mentioned in the offer document.

Further, a liability towards 3,490 NCDs of the face value of H 10,00,000/- (Rupees Ten lakh Only) each, for an aggregate nominal value of H 349,00,00,000/- (Rupees Three Hundred Forty Nine Crores Only) got transferred and vested on the Company upon effectiveness of the Scheme of Amalgamation of JMC Projects (India) Limited with your Company.

As on March 31, 2023, the total outstanding NCDs stands at H 648,00,00,000/- (Rupees Six Hundred Forty Eight Crores Only) divided into 6,480 NCDs of the face value of H 10,00,000/- (Rupees Ten lakh Only) each.

TRANSFER TO RESERVES

Your Directors have approved the transfer of the following amounts to various reserves during the financial year ended March 31, 2023:

	Amount in K
Amount transferred to
	Crores
General Reserve	10.00
Other Reserve	0.21

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As at March 31, 2023, your Company had 24 (twenty four) subsidiaries and 3 (three) associate companies. As at March 31, 2023, none of the subsidiaries of the Company qualifies to be considered as Material Subsidiary as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Company's policy on determining Material Subsidiary.

During the year under review, four step down subsidiaries of the Company viz. Brij Bhoomi Expressway Private Limited, Vindhyachal Expressway Private Limited, Wainganga Expressway Private Limited and JMC Mining and Quarries Limited became the direct subsidiaries of the Company upon Amalgamation of JMC Projects (India) Limited with your Company. Further, Kurukshetra Expressway Private Limited has become direct associate company upon Amalgamation of JMC Projects (India) Limited with your Company.

Duringtheyearunderreview,AlipurduarTransmissionLimitedand Kohima-Mariani Transmission Limited ceased to be subsidiaries of the Company and has become associate companies. A statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in terms of provisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence not repeated here for the sake of brevity. The brief details of the activities carried out by some of the subsidiaries of your Company is provided below.

Shree Shubham Logistics Limited (“SSLL”):

SSLL provides agri-storage infrastructure along with a wide range of value-added services like preservation, maintenance & security (PMS), testing & certification, collateral management & pest control activities. It manages and operates warehouses (Owned, Hired, Third Parties and Public Private Partnership (PPP) model) across 6 Indian states namely Rajasthan, Gujarat, Madhya Pradesh, Maharashtra, Haryana & Karnataka. During the year under review: a) SSLL has been appointed as Service Provider by Maharashtra State Warehousing Corporation (MSWC) for Preservation, Maintenance and Security (PMS) of food grain stocks at 11 locations. b) SSLL has forayed into a new segment of Non- Agri warehousing wherein 2.03 lac SFT has been leased out to industrial customers. c) SSLL has signed an agreement with DCX to provide an online vibrant Agritech platform that can be used by farmers, traders, processors and Govt. agencies for safe and efficient digital trade, storage, export and import of agriculture commodities.

In aggregate, SSLL is managing more than 400 warehouses with a total storage capacity exceeding 11 million SFT. SSLL is a wholly owned subsidiary of your Company.

Linjemontage I Grastorp AB (“LMG”):

LMG, a Swedish EPC company headquartered in Grastorp, Sweden along with its two wholly owned subsidiaries, was acquired (85% equity stake) by the Company's wholly owned subsidiary in Sweden namely Kalpataru Power Transmission Sweden AB (KPTS) in April 2019. In July 2022, KPTS acquired the remaining 15% shares in LMG and hence LMG has now became 100% subsidiary of KPTS.

During the year under review, LMG along with its two subsidiaries has bagged Orders of approx. H 651 Crore and has an Order Book of approx. H 1,009 Crore as on 31

March, 2023. This year also the Company has delivered very good profitability with a revenue of approx. H 1,002 Crore and margin of about H 73 Crore. LMG is now one of the key player in Swedish EPC market in the segment of Substation, Transmission lines and it has also strengthened its position in the industrial segment. This is a result of continued operational efficiency, better procurement and ability to deliver projects in time. LMG continues to add more capabilities like entry into 400 kV transmission lines business, underground cabling and expanding its presence. Further, LMG has successfully completed 2 large 400kV projects and was awarded as the best contractor for the year 2022 by a client.

Fasttel Engenharia S.A. (“Fasttel”):

Fasttel Engenharia S.A. is an established EPC player with more than 3 decades of presence, having footprints in almost all Brazilian states. It has developed thousands of kilometers of transmission lines up to 750 kV and substations up to 500 kV Voltage level. Fasttel is working with various reputes customers/developers across the Brazil. Fasttel is well positioned for actively participating in studies and solutions for the next round of auctions announced by Ag?ncia Nacional de Energia El?trica, Brazil (“ANEEL”) during FY 2023-2024. Your Company holds 51% equity shares in Fasttel Engenharia S.A. through its wholly owned subsidiary namely Kalpataru Power Do Brasil Participacoes Ltda.

Kalpataru IBN Omairah Contracting Company Limited (“KIOCL”)

KIOCL is a joint venture of the Company with IBN Omairah Contracting Company Limited in the Kingdom of Saudi Arabia wherein the Company is holding 65% equity shares of KIOCL. During the year under review, KIOCL has been awarded three new Projects for construction of 380 kV, 115 Kv and 110 kV Double Circuit overhead transmission line. The Projects are progressing well and are expected to be commissioned within the contractual timeline.

Kalpataru Power Transmission Chile SpA (“KPCSA”):

KPCSA is a wholly owned subsidiary of the Company in Chile. Currently, KPCSA has two contracts awarded to it in Chile for (a) HDVC Transmission Line (b) LA Negra New Sectioning Substation for 220/110 KV. For the successful execution of the contracts, KPCSA is strengthening its capabilities in the market.

Pursuant to provisions of Section 129 of the Companies Act, 2013, your Company shall place Consolidated Financial Statements before its members for their approval. Further, pursuant to provisions of Section 136 of the Companies Act, 2013, your Company will make available the Annual Accounts of the Subsidiary Companies and the related information to any Members of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies are also uploaded on the website of the Company i.e. https:// kalpatarupower.com/annual-reports-accounts/ and will also be kept open for inspection at the Registered Office of your Company and that of the respective Subsidiary Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements for the year under review pursuant to Companies Act, 2013 and Listing Regulations. The Consolidated Financial Statements presented by your Company have been prepared as per Ind AS and include the Financial Statements of its Subsidiary Companies, Associates and Joint Venture Companies.

DIVESTMENT / MONETIZATION OF TRANSMISSION LINE SPV's

During the year under review, your Company in terms of the agreement has sold and transferred additional 25% out of the balance 51% equity shares of Alipurduar Transmission Limited to Adani Transmission Limited with an agreement to sell the balance 26% to Adani Transmission Limited, after obtaining requisite regulatory and other approvals and in a manner consistent with Transmission Service Agreement. Further, your Company has also sold and transferred additional 25% out of the balance 51% equity shares of Kohima-Mariani Transmission Limited to Apraava Energy Private Limited (formerly known as CLP India Private Limited) with an agreement to sell the balance 26% to Apraava Energy Private Limited, after obtaining requisite regulatory and other approvals and in a manner consistent with Transmission Service Agreement.

DIRECTORS

Your Board currently comprises of 10 Directors including

5 Independent Directors, 3 Executive Directors and 2 Non-Executive Non-Independent Directors.

During the year under review, the appointment of Mr. Mofatraj P. Munot as Non-Executive Chairman of the Company was approved by the members of the Company for a period of 5 (five) years w.e.f. May 02, 2022.

Further, during the year under review, your Company appointed Mr. Shailendra Kumar Tripathi (DIN: 03156123) as an Additional Director of the Company with effect from January 04, 2023 i.e. Effective Date of the Scheme of Amalgamation of JMC Projects (India) Limited (“JMC”) with the Company under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. Further, he was also designated as Dy. Managing Director of the Company, for the period commencing from January 04, 2023 to October 21, 2025, subject to approval of the shareholders. Also the shareholders of the Company pursuant to the postal ballot notice dated February 10, 2023, approved the appointment of Mr. Shailendra Kumar Tripathi as Dy. Managing Director of the Company, for the period commencing from January 04, 2023 upto October 21, 2025 (both days inclusive). Your Company has received declarations from all the Independent Directors confirming that (i) they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the Listing Regulations (ii) they continue to comply with the Code of Conduct laid down under Schedule IV of the Companies Act, 2013 and (iii) they have registered their names in the Independent Director's Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director. Also your Board is of the opinion that the Independent Directors of the Company possess integrity, requisite expertise, experience and proficiency and the same is given in the Corporate Governance Report.

In terms of Section 152 of the Companies Act, 2013, Mr. Sanjay Dalmia (DIN: 03469908), being the longest in the office, shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors of the Company at the recommendation of Nomination and Remuneration Committee has recommended for his re-appointment.

A brief resume of Mr. Sanjay Dalmia, being re-appointed as a Director liable to retire by rotation along with the nature of his expertise, his shareholding in your Company and other details as stipulated under Regulation 36 (3) of the Listing Regulations is appended as an annexure to the Notice of the ensuing Annual General Meeting.

BOARD MEETINGS

During the year under review, the Board met 6 times on May 14, 2022, August 4, 2022, November 10, 2022, December 29, 2022, February 9, 2023 and March 27, 2023.

The number of Meetings of the Board that each Director attended is provided in the Report on Corporate Governance, appended to, and forming part of, this Report.

AUDIT COMMITTEE

During the year, the Audit Committee was reconstituted and Mr. Mofatraj P. Munot, Non-Executive Non-Independent Director was appointed as member of the Audit Committee with effect from May 14, 2022.

As on March 31, 2023, the composition of the Audit Committee consists of Mr. Sajjanraj Mehta as Chairman, Mr. Mofatraj P. Munot, Mr. Vimal Bhandari and Mr. Narayan K Seshadri as members of the Committee.

The powers and roles of the Audit Committee are included in Corporate Governance Report, which forms an integral part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

OTHER COMMITTEES

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees including the following: Nomination and Remuneration Committee Stakeholder's Relationship Committee Corporate Social Responsibility Committee Risk Management Committee Share Transfer Committee Executive Committee The details with respect to the compositions, powers, roles, terms of reference etc. of relevant Committees are given in detail in the ‘Report on Corporate Governance' of your Company which forms part of this Report. The dates on which Meeting of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each Director attended is provided in the ‘Report on Corporate Governance'. The minutes of the Meetings of all Committees are circulated to the Board for discussion and noting.

During the year, all recommendations of the committees were approved by the Board.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Rajeev Kumar, Company Secretary of the Company resigned w.e.f. close of working hours of May 31, 2022. In the interim, the Company had designated Mr. Krunal Shah, Senior Manager as an Interim Compliance Officer in terms of Regulation 6 of the LODR Regulations effective from June 01, 2022.

Subsequently, the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee, approved the appointment of Ms. Shweta Girotra (Membership No. FCS 7313) as Company Secretary & Key Managerial Personnel of the Company w.e.f. November 10, 2022 in terms of the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder. She was also appointed as Compliance Officer of the Company in terms of Regulation 6 of the LODR Regulations effective from November 10, 2022.

During the year under review, Mr. Shailendra Kumar Tripathi was appointed as Dy. Managing Director of the Company (Key Managerial Personnel) w.e.f. January 04, 2023. Presently, Mr. Manish Mohnot, Managing Director & CEO, Mr. Shailendra Kumar Tripathi, Dy. Managing Director, Mr. Ram Patodia, Chief Financial Officer and Ms. Shweta Girotra, Company Secretary are the Key Managerial Personnel (KMPs) as per provisions of Companies Act, 2013.

CORPORATE GOVERNANCE

Your Company is conscious of the fact that the success of a corporation is a reflection of the professionalism, conduct and ethical values of its management and employees. Your Company's business objective and that of its management and employees is to provide valuable services in such a manner to enhance value that can be sustained over the long term for its clients, shareholders, employees, business partners and the national economy.

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”).

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations is attached. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013 for the year under review. A certificate from M/s. B S R & Co. LLP, Statutory Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations is annexed to Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation, 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year, the Corporate Social Responsibility (CSR) Committee was reconstituted and Mr. Mofatraj P. Munot, Non-Executive Non-Independent Director was appointed as member of the CSR Committee with effect from May 14, 2022. As on March 31, 2023, the composition of the CSR Committee consists of Mr. Sajjanraj Mehta as Chairman, Mr. Mofatraj P. Munot, Mr. Parag M. Munot and Mr. Manish Mohnot as members of the Committee.

Your Company has been committed to the welfare of the communities through philanthropic interventions even before the provisions of Companies Act, 2013 made it mandatory. In order to leverage the demographic dividend, the Company has been focusing on social issues of Healthcare, Education, Skilling/Livelihood, Animal Welfare, Environment and Community development by undertaking need based initiatives. The Company implemented some innovative and sustainable initiatives for the marginalized and vulnerable communities around the Plant locations in Gandhinagar, Raipur & Padampur along with remote project site locations across India. These projects were aligned to the Schedule VII of the Companies Act, 2013 and the United Nation's Sustainable Development Goals and have strived towards achieving scalable impact, outcomes and outputs in the community. The initiatives were implemented either directly or through Kalpatraru Foundation & Kalpataru Welfare Trust. Your Company has formed a CSR Committee as per the requirement of the Companies Act, 2013. On recommendation of CSR Committee, the Board of Directors' of your Company has approved a CSR Policy which is available on the website of your Company at https://kalpatarupower.com/wp-content/ uploads/2016/05/CSR-Policy-May-2021.pdf The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the Annual Report on CSR activities undertaken during the year as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) are set out in Annexure A of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under “Business Responsibility and Sustainability Report” (‘BRSR'). The BRSR seeks disclosure on the performance of the Company against nine principles of the “National Guidelines on Responsible Business Conduct”. As per the SEBI Circulars, effective from the financial year As at 31st March, 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalization. Accordingly, for the financial year ended March 31, 2023, your Company has published BRSR instead of Business Responsibility Report. The BRSR forms an integral part of this Annual Report.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a vigil mechanism (whistle-blower policy) under which the employees, vendors and persons having business dealing with the Company are free to report violations of applicable laws and regulations and the Code of Conduct of the Company. The reportable matters may be disclosed to the Chief Ethics Officer and Anti Bribery Management System Committee which operates under the supervision of the Audit Committee. Further, the functioning of the vigil mechanism is being monitored by the Audit Committee from time to time. The whistle blower may also report violations to the Chairman of the Audit Committee in exceptional cases. During the year, no employee/person was denied access to the Audit Committee. The Whistle Blower Policy has been disclosed on the Company's website https://kalpatarupower.com/wp-content/ uploads/2016/05/Whistle-Blower-Policy-November-2021.pdf .

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, 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 disclosures.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional experts and testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively considering the nature of our industry and are operating as intended.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, have been appointed as the Statutory Auditors of the Company at the 37^th Annual General Meeting held on August 7, 2018 to hold office for a period of 5 (five) consecutive years i.e. from the conclusion of 37^th Annual General Meeting (AGM) till the conclusion of the 42^nd Annual General Meeting of the Company subject to compliance of the various provisions of the Companies Act, 2013 (‘the Act'). Based on the recommendations of the Audit Committee, the Board of Directors of your Company, subject to the approval of the members at the ensuing AGM has approved the reappointment of M/s. B S R & Co. LLP, (Firm Registration No. 101248W/W-100022) Chartered Accountants as the Statutory Auditors of the Company for a period of 5 (five) consecutive years i.e. till the conclusion of 47^th AGM of the Company to be held in the year 2028. The requisite resolution for approval by the members of the Company has been set out in the Notice of the 42^nd AGM of your Company.

M/s. B S R & Co. LLP, Chartered Accountants have given their consent to be re-appointed as the Statutory Auditors of your Company and have confirmed that the said re-appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

The Statutory Auditors of the Company have issued Audit Reports on the Standalone and Consolidated Annual Financial Statement of the Company with unmodified opinion. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in their reports on the Standalone Annual Financial Statement.

The explanations of your Board of Directors in relation to remarks appearing in para (xxi) of Annexure A to Independent Auditor's Report under Companies (Auditor's Report) Order, 2020 (CARO) issued by Statutory Auditors of the Company on consolidated financial statements as a result of remarks by respective statutory auditors of Kurukshetra Expressway Private Limited (“KEPL” or “Concessionaire”), a joint venture of the Company and Wainganga Expressway Private Limited (“WEPL”), a wholly owned subsidiary of the Company, are as under:

Name of the Company		Clause no. of CARO		Remarks appearing in the consolidated CARO		Explanation
KEPL		Clause (ix) (a)		According to the information and explanations given to us and as per the books of accounts and records examined by us, in our opinion, read with the fact that the project has been terminated and there are no operations the company has defaulted in the repayment of loans and payment of interest thereon to its lenders as and when the same were due and hence the facilities granted by the banks / NBFC have been classified as Non- Performing Assets (NPA). The details w.r.t. the amount of borrowing and interest overdue may be referred to at Note No. 11 of the accompanying financial statements.		KEPL, a joint venture (49.57%) of the Company, served a notice of termination of Concession Agreement (“CA”) vide letter dated October 7, 2021 to the National Highways Authority of India (“NHAI”) on account of continuous disruption and blockade of traffic at National Highway-71 due to farmer agitation with stoppage of toll collection that resulted into cash losses. The provisions of Concession Agreement provide for termination where events which are not in control of KEPL, and obliges NHAI paying KEPL for repayment of Debt Due along with Adjusted Equity after necessary adjustments. However, pending receipt of final termination payment from NHAI, KEPL could not pay the loan and interest to its lenders in October 2021 and consequently the outstanding amount of loan and interest was classified as NPA (Non- performing asset) by the lenders.
		Clause (xvii)		The company has incurred cash losses of H 160.72 Lacs & H 3,857.11 Lacs respectively in the current as well as the immediately preceding previous year		Upon receipt of termination payment and other claims filed against NHAI, KEPL believes that it will be able to meet its liabilities. KEPL has received a copy of the letter dated February 3, 2022 from an Independent Engineer
		Clause (xix)		On the basis of the financial ratios, ageing and expected dates of realization of assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions indicate that a material uncertainty exists as on the date of the audit report indicating that the company may not be able to meet its liabilities existing at the date of balance sheet as and when		(“IE”) appointed by NHAI in which the IE has sought to limit the amount payable (net of other deductions) as “Termination Payment”. KEPL do not agree to it. Although, the Company and other promoter of KEPL have, jointly and severally given ‘shortfall undertakings' to the Senior Lenders in case there is any shortfall between amounts received from NHAI and that payable by KEPL to its lenders, however, upon receipt of termination payment and other claims filed against NHAI and based on management's assessment and legal advice, KEPL believes that it will be able to meet its liabilities.
				they fall due within a period of one year from the balance sheet date. However, as represented to us, the company is reasonably sure of receiving the amount of claims and shall be able to meet the liabilities, though with some delay.		The Company has made provision for impairment of its entire Equity investment in KEPL, expected credit loss against the entire amount of loan given (including amount paid on behalf of other promoter) to KEPL and potential shortfall, if any.
						The Company has made above provisions without prejudice to its and KEPL legal rights and claims against NHAI and will continue to pursue these amounts against KEPL. Further, it will seek KEPL to pursue their claims and termination payment against NHAI notwithstanding the above recognition.
Name of the Company	Clause no. of CARO		Remarks appearing in the consolidated CARO		Explanation
WEPL	Clause (ix) (a)		According to the information and explanations given to us and as per the books of accounts and records examined by us, in our opinion, the company has defaulted in the repayment of loans and payment of interest thereon to its lenders as and when the same were due, there were delay of 1-89 days during the year. As at the reporting date the aggregate amount of default pertaining to interest and principal aggregated to H 611.87 Lacs and H 1514.22 Lacs respectively for which the details may be referred to at Note No. 9(a) of the accompanying financial statements.		WEPL, a wholly owned subsidiary of the Company has been incurring losses due to development of alternate routes, changes in rules /regulations/ policies by the Government and NHAI. WEPL has initiated arbitration proceedings against NHAI as per the provisions of the Concession Agreement (executed with NHAI) for losses suffered by it on account of aforesaid reasons (including breach of contractual obligations) and sought reliefs in relation to waiver of premium payment, compensation for future shortfall etc. As the matter is currently sub- judice and losses suffered due to aforesaid reasons, there have been delay in payments to lenders. Having said that, while there have been substantial reduction in toll revenue due to traffic diversion to alternate routes, economic slowdown etc., WEPL has been paying its debt obligations through its accruals which is further supplemented by infusion of funds from internal accruals by the Company to maintain the loan account of the lenders as Standard, as per the RBI Guidelines.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT RISK MANAGEMENT FRAMEWORK REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Urmil Ved, Practising Company Secretary, Gandhinagar, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY As at 31st March, 2022-23. The Report of the Secretarial Auditor for the FY As at 31st March, 2022-23 is annexed to this report as Annexure B. There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.

COST AUDITOR AND COST ACCOUNTS

In terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to maintain cost records in respect of its steel manufacturing, electricity, roads & infrastructure and construction activity and have the cost records audited by a qualified Cost Accountant.

The Company made and maintained cost records as specified by the Central Government under Section 148(1) of Companies Act, 2013 and such records have been audited by the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014. Based on the recommendation of the Audit Committee, the Board of Directors of the Company has approved appointment of and remuneration payable to M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) as the Cost Auditor of the Company to audit the cost records for FY 2023-24.

Your Company has constituted a Risk Management Committee as per the statutory requirement. The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board Members about risk assessment. The Risk Management Committee undertakes risk assessment and minimization procedures and recommend the same to the Board of Directors.

Further, after closure of the FY As at 31st March, 2022-23, the Risk Management Committee was reconstituted by addition of Mr. Shailendra Kumar Tripathi, Dy. Managing Director, Mr. Amit Uplenchwar, Director-Strategy Business Group, Mr. N. Neelakanteswaran, Dy. President (Project Controls) & Mr. Hardik Hundia, Sr. Vice President as members of Risk Management Committee and cessation of Mr. Kamal Kishore Jain as member of the Committee. The Board periodically reviews Risk Management taking into consideration the recommendations of Risk Management Committee and Audit Committee.

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company monitors, manages and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company's SOP's, organizational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manage associated risks. Your Company also has a separate Bribery Risk assessment framework which also defines the key mitigation actions.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to the Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the organization structure and upto the Risk Management Committee on a periodic basis about how risks are being monitored, managed, assured and improvements are made.

More details in respect to the risk management are given in the Management Discussion and Analysis Report forming part of this Annual Report.

PARTICULARS OF REMUNERATION

A. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 (‘the Act') read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are forming part of this report as Annexure C1. B. In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said Annexure is open for inspection at the Registered office of your Company. Any member interested in obtaining copy of the same may write to the Company Secretary.

PERFORMANCE EVALUATION

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own, the Non-Independent and Independent Directors individually as well as the evaluation of the working of various Committees at their Meetings held on May 08, 2023 in the manner prescribed in the performance evaluation policy. While doing performance evaluation of Independent Directors, the Director being evaluated had not participated. The evaluation of the Independent Directors were made on the basis of attendance at the Meeting of the Board, Committee and General Meeting, knowledge about the latest developments, contribution in the Board development processes, participation in the Meetings and events outside Board Meetings, expression of views in best interest of the Company, assistance given in protecting the legitimate interests of the Company, employees and investors, extending individual proficiency and experience for effective functioning and operation of the Company etc. The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation of the Board, its Committees and of individual Directors has been made are also reproduced in the “Report on Corporate Governance”, which forms part of this Report.

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

Your Company‘s policy on remuneration for the Directors', Key Managerial Personnel and other employees is placed on website of the Company at https://kalpatarupower.com/wp-content/ uploads/2016/05/Policy-on-Remuneration-for-Directors-KMPs-and-Other-Employees.pdf. This Policy is directed towards establishing reasonable and sufficient level of remuneration to attract, retain and motivate Directors & employees of the quality required to run the Company successfully. This Policy is in consonance with existing industry practice. There has been no change in the said Policy during the year under review. The sitting fees for the meetings of the Board and its various Committees thereof has been amended by the Board at its meeting held on May 14, 2022. Your Company's policy on Directors' appointment including criteria for determining qualifications, positive attributes, independence of a director is placed on website of the Company at https://kalpatarupower.com/wp-content/uploads/2016/05/ Policy-On-Directors-Appointment-including-criteria-for-determining-qualifications-positive-attri.pdf. This Policy sets out the guiding principles for the Nomination and Remuneration Committee to identify persons who are eligible to be appointed as Directors and to determine the independence of a candidate at the time of considering his/her appointment as an Independent Director of the Company. The Policy also provides for the criteria and qualification in evaluating the suitability for appointment as Director & in Senior Management that are relevant for the Company's operations. There has been no change in the said Policy during the year under review.

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

Information required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure D and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company is in compliance with the provisions of Section 186 of the Companies Act, 2013. The particulars of loans given, investments made, guarantees given and securities provided are given in the standalone financial statement (Please refer to Note No. 6, 29 & 37 to the Standalone Financial Statements).

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the website of Company at https://kalpatarupower. com/investor-information/

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Your Company takes prior omnibus approval from Audit Committee for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at an arm's length basis.

The Related Party Transactions Policy was last reviewed and approved by the Board of Directors of the Company at their meeting held on May 14, 2022 on the recommendation of the Audit Committee. The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the ‘Report on Corporate Governance'. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Attention of Members is drawn to the disclosure of transactions with related parties set out in Note No. 41 of Standalone Financial Statements, forming part of the Annual Report.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT,

2013

Your Company has zero tolerance towards any action of any executive which may fall under the ambit of ‘Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Anti

Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company received one complaint during the year under review which was satisfactorily resolved. There were no complaints pending as on the beginning and end of the financial year.

ANTI-BRIBERY MANAGEMENT SYSTEM

As an organization, your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Kalpataru Code of Conduct (“KCoC”) applicable to all the employees of your Company. The Code provides for the matters related to governance, compliance, ethics and other matters. Your Company has adopted strong anti-bribery anti-corruption policy and practices and has also been certified with ISO-37001 for establishing Anti Bribery Management System across the organization.

STATEMENT OF DIRECTORS' RESPONSIBILITY

Pursuant to requirement under Section 134(3)(c) of the Companies Act, 2013 (‘the Act'), your Directors' confirm that: (a) in the preparation of the annual accounts for the year ended on March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they had prepared the annual accounts on a going concern basis; (e) they, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year As at 31st March, 2022-23.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review: Details relating to deposits covered under Chapter V of the Companies Act, 2013. Issue of equity shares with differential rights as to dividend, voting or otherwise. Issue of shares (including sweat equity shares) to employees of the Company under any scheme or any stock options scheme. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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. The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board's report. There has been no change in the nature of business of the Company except the businesses of erstwhile JMC Projects (India) Limited which got merged with the Company. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the Government and Regulatory Authorities, Financial Institutions, Banks, Debenture holders and Debenture Trustee, JV Partners, Consortium Partners, Customers, Vendors, Suppliers, SubContractors and Members and all other stakeholders for their valuable continuous support. The Board of Directors wish to place on record its sincere appreciation for the committed and loyal services rendered by the Company's executives, staff and workers. Your Directors also appreciate and acknowledge the confidence reposed in them by members of the Company.

On behalf of the Board of Directors

	Mofatraj P. Munot
Place: Mumbai	Non-Executive Chairman
Date: May 08, 2023	DIN: 00046905

Kalpataru Projects International Ltd Company Background

Mofatraj P MunotManish Mohnot
Incorporation Year 1981
Registered Office Plot No 101 Part III,GIDC Estate Sector 28
Gandhinagar,Gujarat-382028
Telephone 91-79-23214000,Managing Director
Fax 91-79-23211966
Company Secretary Shweta Girotra
Auditor B S R & Co LLP
Face Value 2
Market Lot 1
Listing BSE,MSEI ,NSE,
Registrar Link Intime India Pvt Ltd
5th Floor 506 to 508,ABC-I Off C G Road ,Navrangpura ,Ahmedabad-380009

Kalpataru Projects International Ltd Company Management

Director Name Director Designation Year
Parag Munot Non-Exec & Non-Independent Dir 2023
Manish Mohnot Managing Director & CEO 2023
Sajjanraj Mehta Non-Exec. & Independent Dir. 2023
Vimal Bhandari Non-Exec. & Independent Dir. 2023
Narayan Seshadri Non-Exec. & Independent Dir. 2023
Anjail Seth Non-Exec. & Independent Dir. 2023
Sanjay Dalmia Executive Director 2023
Shailendra Raj Mehta Independent Director 2023
Shweta Girotra Company Sec. & Compli. Officer 2023
Shailendra Kumar Tripathi Deputy Managing Director 2023
Mofatraj P Munot Chairman (Non-Executive) 2023

Kalpataru Projects International Ltd Listing Information

Listing Information
BSE_500
BSE_CG
CNX500
BSESMALLCA
BSEALLCAP
INDUSTRIAL
SML250
MSL400
NFTYMSC400
NFTYSC250
NF500M5025
NFTYTOTMKT
NMIF503020

Kalpataru Projects International Ltd Finished Product

Product Name Unit Installed
Capacity Production
Quantity Sales
Quantity Sales
Value
EPC Contracts NA 0 0 0 13443.79
Tower Parts-Traded MT 0 0 0 656.84
Sale of Scrap NA 0 0 0 107.59
Others NA 0 0 0 98.64
Export Benefits NA 0 0 0 29.96
Real Estate Division (Flats) No 0 0 0 0
Electrical Energy MU 0 0 0 0
Steel Angles/Bars No 0 0 0 0
Transmission & Distribution NA 0 0 0 0
Transmission Towers& Heavy St. MT 0 0 0 0
Equipments - Traded No 0 0 0 0
Cranes No 0 0 0 0
Computers No 0 0 0 0
Income from Services NA 0 0 0 0
Job Work NA 0 0 0 0
Certified Emission Reduction NA 0 0 0 0
Excise Duty Refund & Rebate NA 0 0 0 0
Export Services NA 0 0 0 0
Infrastructure Division NA 0 0 0 0
Other Operating Income NA 0 0 0 0
Sale of Products NA 0 0 0 0
Lease Income NA 0 0 0 0
Trading Sales NA 0 0 0 0

Director Name	Director Designation	Year
Parag Munot	Non-Exec & Non-Independent Dir	2023
Manish Mohnot	Managing Director & CEO	2023
Sajjanraj Mehta	Non-Exec. & Independent Dir.	2023
Vimal Bhandari	Non-Exec. & Independent Dir.	2023
Narayan Seshadri	Non-Exec. & Independent Dir.	2023
Anjail Seth	Non-Exec. & Independent Dir.	2023
Sanjay Dalmia	Executive Director	2023
Shailendra Raj Mehta	Independent Director	2023
Shweta Girotra	Company Sec. & Compli. Officer	2023
Shailendra Kumar Tripathi	Deputy Managing Director	2023
Mofatraj P Munot	Chairman (Non-Executive)	2023

Listing Information
BSE_500
BSE_CG
CNX500
BSESMALLCA
BSEALLCAP
INDUSTRIAL
SML250
MSL400
NFTYMSC400
NFTYSC250
NF500M5025
NFTYTOTMKT
NMIF503020

Product Name	Unit	Sales Value
EPC Contracts	NA	13443.79
Tower Parts-Traded	MT	656.84
Sale of Scrap	NA	107.59
Others	NA	98.64
Export Benefits	NA	29.96
Real Estate Division (Flats)	No	0
Electrical Energy	MU	0
Steel Angles/Bars	No	0
Transmission & Distribution	NA	0
Transmission Towers& Heavy St.	MT	0
Equipments - Traded	No	0
Cranes	No	0
Computers	No	0
Income from Services	NA	0
Job Work	NA	0
Certified Emission Reduction	NA	0
Excise Duty Refund & Rebate	NA	0
Export Services	NA	0
Infrastructure Division	NA	0
Other Operating Income	NA	0
Sale of Products	NA	0
Lease Income	NA	0
Trading Sales	NA	0

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Chairman's Speech

Company History

Directors Report

Background information

Company Management

Listing Information

Finished Products

MARKET CAP (RS CR)	20209.11
P/E	39.78
BOOK VALUE (RS)	336.1414945
DIV (%)	350
MARKET LOT	1

EPS (TTM)	31.27
PRICE/BOOK	3.70097122894775
DIV YIELD.(%)	0.56
FACE VALUE (RS)	2
DELIVERABLES (%)	28.21

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