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KPI Green Energy Ltd.

BSE: 542323 Sector: Infrastructure
NSE: KPIGREEN ISIN Code: INE542W01017
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OPEN 852.75
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VOLUME 5788
52-Week high 963.95
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P/E 25.53
Mkt Cap.(Rs cr) 1,534
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OPEN 852.75
CLOSE 844.70
VOLUME 5788
52-Week high 963.95
52-Week low 126.95
P/E 25.53
Mkt Cap.(Rs cr) 1,534
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KPI Green Energy Ltd. (KPIGREEN) - Director Report

Company director report

To

The Members

K.P.I. Global Infrastructure Limited

The Directors are pleased to present the 13 Annual Report on the business and operaonof your Company along with audited standalone and consolidated financial statements of theCompany for the year ended March 31 2021.

1. Financial Results: (Rs. In lacs)

Standalone

Consolidated

Particluars FY 21 FY 20 FY 21 FY 20
Revenue from operaons 10350.21 5928.05 10350.21 5928.05
Other Income 43.43 26.53 43.53 26.53
Total Income 10393.64 5954.58 10393.73 5954.58
Expenditure 4489.90 3215.77 4509.12 3223.49
Pro t Earnings before interest tax depreciaon and amorz aon (EBITD A) 5903.74 2738.81 5884.61 2731.09
Finance Cost 1616.02 784.10 1616.06 784.10
Depreciaon 1252.17 748.47 1252.17 748.47
Extraordinary items/Prior Period Items 11.40 6.78 11.40 6.78
Pro t Before Taxaon 3024.15 1199.45 3004.98 1191.74
Tax expenses 812.98 549.88 812.98 547.94
Pro t for the period 2211.17 649.57 2192.00 643.80

(Previous period/year gures have been re-grouped/re-classi ed wherever required)

2. Performance Highlights:

On a standalone basis the revenue for FY 2021 was Rs. 10350.21 Lacs compare toprevious year's revenue of Rs. 5928.05 Lacs. The profit a er tax (PAT) aribut able toshareholders for FY 2021 and FY 2020 was Rs. 2211.17 Lacs and Rs. 649.57 Lacs respecvely. The Pro t Ae r Tax a ributable to shareholders for FY 2021 registers remarkablegrowth compare to FY 2020 Pro t A er Tax. On a consolidated basis the revenue for FY 2021was Rs. 10350.21 Lacs compare to previous year's revenue of Rs. 5928.05 Lacs. The profita er tax (PAT) aribut able to shareholders for FY 2021 and FY 2020 was Rs. 2192.00 Lacsand Rs. 643.80 Lacs respecv ely.

3. Dividend and Reserves:

For the year ended March 31 2021 the Board of Directors has not declared/recommendedany dividend for the current financial year and have opt for conservaon of profits and connued investment in the business. The company has transferred the whole amount of Pro t toReserve and surplus account as per aa ched audited Balance sheet for the year ended March31 2021.

4. Share Capital:

During the year under review there was no change in Authorised Issued Subscribed andPaid-up Share Capital of the Company. The Company has not issued any equity shares withdifferenal rights during the year.

Authorised Share Capital:

The Authorised Share Capital of the company as on March 31 2021 is Rs. 200000000/-(Rupees Twenty Crores only) divided into 20000000 (Two Crores) Equity Shares of Rs.10/- (Rupees ten only) each.

Paidup Share Capital:

The paid up Share Capital of the company as on March 31 2021 is Rs. 180670000/-(Rupees Eighteen Crores Six Lakhs Seventy Thousand only) divided into 18067000 (OneCrore Eighty Lakhs Sixty-Seven Thousand) Equity Shares of Rs. 10/- (Rupees ten only) each.

5. COVID-19 Pandemic:

The COVID-19 pandemic has intensi ed into a global crisis driving the naon to enforcelock-down of all economic acvity for the last few months. The management does not see anymedium to long term risks in the Company's ability to connue as a going concern and meengits liabilies. As we are in the business of electricity generaon which has been una ecteddue to COVID-19. There was some impact on Electricity o -take but nothing detrimental. Nomajor impact as solar power units gets first set-o against consumpon as per solar policy.We remain commi ed to the health and safety of our employees and their families as wellas business connuity to safeguard the interests of our shareholders partners customersand other stakeholders.

6. Amount of Unpaid/Unclaimed dividend transfer to unpaid dividend account of theCompany:

During the financial year 2020-21 and in the earlier years the Company has not paidany dividend to their members; hence the company has not transferred any amount tounpaid/unclaimed dividend to a special account opened by the company called theUnpaid/Unclaim Dividend Account.

7. Deposits from public:

During the financial year 2020-21 the Company has not accepted/invited any depositsfrom public and as such there has not been any amount of principal or interest on depositsfrom public was outstanding as on March 31 2021 pursuant to secon 73 of the CompaniesAct 2013.

8. Credit Rang:

During the financial year 2020-21 the ICRA has undertaken credit analysis of the bankfacili es of the company and assigned/rea rmed the credit ra ng as men oned below:

Facilities in crores Rating/Outlook
Term Loans 183.75 [ICRA]BBB+ (Stable); Assigned
Cash Credit 13.00 [ICRA]BBB+ (Stable); Rea rmed/Assigned
Working Capital Demand Loans 2.75 [ICRA]A2; Assigned
Bank Guarantee 0.50 [ICRA]A2; Assigned
Bank Guarantee* (2.00) [ICRA]A2; Rea rmed/Assigned
TOTAL 200.00

*Above men_oned Bank Guarantee is a sublimit of cash credit.

Further the Company has also availed the rangs from Acuite Rangs & Research ofACUITE Provisional A- (A Minus); Outlook: Stable for the long term facilies for the amountof Rs. 25 Crores (Rupees Twenty-Five Crores only) for proposed issuance of Non-Conver bleDebenture which has not yet issued / proposed by the Board of Directors of the Company.

9. Employee Stock Opon Plan:

During the financial year 2020-21 your Company has not granted any Stock Opons underEmployee Stock Opon Scheme/Employee Stock Purchase Scheme and there were no Stock Oponsoutstanding as on March 31 2021. Hence there are no disclosures provided as requiredunder Rule 12(9) of The Companies (Share Capital and Debentures) Rules 2014.

10. Material changes and commitments a ec ng the financial posion of the Company:

During the financial year 2020-21 the Company has availed financial assistance of Rs.76 Crores towards seng up of new 20 MW (DC) Solar power project and also availed Rs. 31.50Crores towards re financing of the enr e exisng 15 MW (DC) Solar Power Project which hasbeen earlier nanced by State Bank of India. Except this there have been no materialchanges and commitments which affects the financial posion of the Company which haveoccurred between the end of the financial year to which the Financial Statements relateand the date of this Report.

11. Directors and Key Managerial Personnel:

Board of Directors:

As on March 31 2021 the Company has Six (6) Directors consis ng of three (3)Independent Directors one (1) Non-Execuv e Directors and two (2) Execuv e Director out ofwhich one (1) is Whole Time Director and one (1) is Chairman and Managing Director. Inaccordance with the provisions of Secon 152 and other applicable provisions of theCompanies Act 2013 Mrs. Bhadrabala Dhimant Joshi (DIN: 07244587) Director is liable torer e by rotaon and offer herself for re-appointment as Director of the company. A erconsidering recommendaons of Board the members of the Company at the ensuing AnnualGeneral Meeng may re-appoint Mrs. Bhadrabala Dhimant Joshi as Director of the company.Brief pro le of Mrs. Bhadrabala Dhimant Joshi has been given in the Noce convening the 13Annual General Meeng. During the financial year 2020-21 Mr. Rajnikant Harilal Shah thenon-execu ve director of the Company has passed away on August 10 2020. The Board in themeeting held on August 31 2020 expressed their deep condolences and place on record theirdeepest sense of appreciaon for the valuable services rendered by him in course of hisassociaon with the Company.

Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company pursuant to Secon 2(51)and 203 of the Companies Act 2013 as on March 31 2021: 1. Mr. Farukbhai Gulambhai PatelChairman & Managing Director 2. Mr. Mohmed Sohil Yusuhai Dabhoya Whole Time Director3. Mr. Salim Suleman Yahoo Chief Financial Officer (Resigned w.e.f. June 4 2021) 4. Ms.Rajvi Upadhyay Company Secretary & Compliance Officer

12 Declaraon b y an Independent Director(s):

Pursuant to Secon 149 and other applicable provisions of the Companies Act 2013 theCompany has received declara ons from the Independent Directors of the Company confirmingthat they connue to meet the criteria of independence as prescribed under Secon 149(6) ofthe Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Lisng Obligaons andDisclosure Requirements) Regulations 2015. The Independent Directors have also con rmedthat they have complied with the Company's code of conduct.

13. Board evaluaon:

The Board carried out an annual evaluaon of its own performance and that of itscommittees and individual directors pursuant to the provisions of the Act and LisngRegulations. The performance evalua on of all the Directors was carried out by the Nominaon and Remuneraon Commi ee. The performance evaluaon of the Chairman the Non-IndependentDirectors and the Board as a whole was carried out by the Independent Directors. Theperformance evaluaon was carried out through a structured evaluaon pr ocess coveringvarious aspects of the Board funconing such as composion of the Board & committeesexperience & competencies performance of specific dues & obligaons contribuon atthe meengs and otherwise independent judgment governance issues etc.

14. Meengs of Board of Directors:

The Board of Directors met 9 (nine) mes during the year under review. The details ofboard meengs and the a endance of the Directors are provided in the Corporate GovernanceReport which forms part of this Report.

15. Independent Directors and their Meeng:

The Independent Directors met on March 22 2021 without the a endance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairperson of the Company taking into account the views of Execuv eDirectors and Non-Execuv e Directors and assessed the quality quanty and meliness of flowof informa on between the Company Management and the Board that is necessary for the Boardto e ecv ely and reasonably perform their dues.

16. Commiuees of the Board of Directors:

The Company has cons tuted various Commi ees pursuant to the requirements of SEBI(Lisng Obligaons and Disclosure Requirements) Regulations 2015 and Companies Act 2013.Presently the Company has following Commi ees of the Board of Directors: 1. Audit Commiee 2. Nominaon and Remuneraon Commi ee 3. Stakeholders' Relaonship Commi ee 4. CorporateSocial Responsibility Commi ee The details with respect to the composion meengs powersroles terms of reference etc. of these Commi ees are given in the 'Report onCorporate Governance' of the Company which forms part of this Annual Report.

17. Subsidiaries Joint Ventures and Associate companies:

As on March 31 2021 the company has two (2) wholly own subsidiaries. As on March 312021 the Company does not have any Associate and/or Joint Venture Companies. The list ofSubsidiaries and associates of the company as on March 31 2021 is forming a part ofBoard's Report and the details under secon 129 of the Companies Act 2013 read with rule5 of Companies (Accounts) Rules 2014 regarding the performance and financial posion ofeach of the Subsidiaries/associate companies/joint ventures of the company is provided in 'FormAOC-1' under ANNEXURE - C which forms part of this report.

18. Auditors and Auditor's Report:

x _ _ Statutory Auditors:

Pursuant to the provisions of Secon 139 and any other applicable provisions and theRules framed thereunder if any of the Companies Act 2013 (including any statutory modica on(s) or re-enactment thereof for the me being in force) read with Companies (Audit andAuditors) Rules 2014 as amended from me to me M/s. K A Sanghavi & Co. LLPChartered Accountants bearing Firm Registra on No.0120846W / W100289 wereappointed as the statutory auditor at the Annual

General Meeng held on September 29 2016 for a term of ve (5) years from the conclusionof the 8 annual general meeng ll the conclusion of 13 annual general meeng.

The Audit Commi ee and the Board at their meeng held on August 31 2021 approved thereappointment subject to the approval of the members of the company in the ensuing AnnualGeneral Meeng of M/s. K A Sanghavi & Co. LLP Chartered Accountants asstatutory auditor of the Company for a second term of ve (5) years i.e from conclusion ofthe 13 Annual General Meeng ll the conclusion of 18 Annual General Meeng.

The necessary resoluon(s) seeking the approval of the members for the re-appointment ofabovemenoned statutory auditor for the second term are included in the noce of the ensuingannual general meeng which forms part of this report.

Statutory Auditors' observaons in Audit Report:

The Audit Report submi ed by statutory auditors for the financial year ended March 312021 does not contain any quali ca ons reserva ons adverse remarks or disclaimers.

Secretarial Auditor:

Pursuant to provision of Sec on 204 of the Companies Act 2013 rule 9 of the Companies(Appointment and Remuneraon personnel) Rules 2014 and any other applicable provisions andthe Rules framed thereunder if any of the Companies Act 2013 (including any statutorymodi caon(s) or re-enactment thereof for the me being in force) on the recommendaons ofthe Audit Commi ee the Board of Directors of the Company has appointed

M/s SJV & Associates Prac cing Company Secretary as a Secretarial Auditor ofthe Company to conduct a Secretarial Audit for the Financial Year 2020-21 in Meeng ofBoard of Directors held on July 22 2020. A Secretarial Audit Report in 'Form MR-3'issued by M/s SJV & Associates Praccing Compan y Secretary has been provided in an ANNEXURE- A which forms part of this Report.

Secretarial Auditors' observaons in Secretarial Audit Report:

The Secretarial Audit Report issued by the secretarial auditors does not contain anyquali ca ons reservaons or adverse remarks or disclaimers.

_ Internal Auditor:

Pursuant to Secon 138 of the Companies Act 2013 and rule 13 of the Companies(Accounts) Rules 2014 and any other applicable provisions and the Rules framedthereunder if any of the Companies Act 2013 (including any statutory modi caon(s) orre-enactment thereof for the me being in force) on the recommendaons of the Audit Commiee the Board of Directors of the Company has appointed M/s. RHA & Co.Chartered Accountant (FRN 142551W) as an Internal Auditor of the Company to conduct theinternal Audit for the Financial Year 2020-21 in Meeng of Board of Directors held on July22 2020.

Cost Auditor:

Pursuant to Secon 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 and any other applicable provisions and the Rules framed thereunderif any of the Companies Act 2013 the company is required to maintain the cost accountsand records of the company accordingly on recommenda on of the Audit Commi ee the Boardof Directors of the Company has appointed M/s. V.M. Patel & Associates CostAccountants as a Cost Auditor to prepare the Cost records and also undertake the CostAudit for the financial year 2020-2021 in the meeng of Board of Directors held on August31 2020. Accordingly a er considering the recommenda ons of Audit Commi ee and Board ofDirectors the remuneraon payable to the Cost Auditor shall be ra ed by the members at theensuing Annual General Meeng. The Cost Audit Report for the year 2019-20 was led beforethe due date with the Ministry of Corporate A airs.

Reporng of frauds by Auditors:

During the year under review the Statutory Auditors Internal Auditor and SecretarialAuditor have not reported any instances of frauds commi ed in the Company by its Officersor Employees to the Audit Commi ee under Secon 143 (12) of the Companies Act 2013details of which needs to be menoned in this Report. Hence it is NOT APPLICABLE to theCompany.

19 . Corporate Social Responsibility (CSR):

The Company has constut ed the CSR Commi ee in accordance with Secon 135(1) of theCompanies Act 2013; Employees are one of the key stakeholders and support the CSR acviesof the Company by giving acv e parcipa on through volunteering. The Company has undertakenactivities in the area of Educa on Rural Development and other acvies as per the ScheduleVII of the Companies Act 2013 and as per the Company's CSR policy. The approved CSRpolicy is also available on the Company's website hps://kpigil.com/Policies-Disclosures.html. The Report on CSR acvies as required is annexedas ANNEXURE - B to this report.

20 . Management Discussion and Analysis:

The Management Discussion and Analysis Report on the operaons of the Company asrequired under the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regulaons 2015 isprovided in a separate secon which forms part of this Annual Report.

21. Corporate Governance:

As per Regulaon 34(3) read with Schedule V of the Securies and Exchange Board of India(Lisng Obligaons and Disclosure Requirements) Regulations 2015 a separate sec on onCorporate Governance report together with a Cer cate from prac cing Company Secretaryregarding compliance of mandatory requirements thereof are annexed separately to thisreport.

22. Internal financial control systems and their adequacy:

The Company has put in place adequate strong and e ecv e internal control systems withbest processes commensurate with its size and scale of operaons which ensures that all theassets are safeguarded and protected and that the transacons are authorized recorded andreported correctly. The internal audit covers a wide variety of opera onal mae rs andensures compliance with specific standard with regards to availability and suitability ofpolicies and procedures. During the year no reportable material weakness in the design oropera on were observed.

23. Vigil mechanism/Whistle Blower Policy:

The Company has adopted a whistle blower policy and has established the necessary vigilmechanism for employees and Directors to report concerns about unethical behaviour. Thesaid policy is uploaded on the website of the Company www.kpigil.com

24. Annual Return:

The Annual Return of the Company as on March 31 2021 is available on the website ofthe Company at hp://kpigil.c om/Financials.html.

25. Significant and material orders passed by the Regulators or Courts:

There were no significant and material orders passed by the Regulators/Courts thatwould impact the going concern status of the Company and its future operaons.

26. Parcular s of loans guarantees or investments:

The provisions of Secon 186 of the Companies Act 2013 with respect to loansguarantees investments or security are not applicable to the Company as the Company isengaged in providing infrastructural facili es and is exempted under Secon 186 of theCompanies Act 2013. The details of investments made during the year under review aredisclosed in the financial statements.

27. Related Party Transacons:

All Related Party Transacons that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Lisng Regulaons. All Related Party Transacons areplaced before the Audit Commi ee for approval and prior omnibus approval of the same hasbeen obtained for the transacons which are planned/repev e in nature and omnibus approvalsare taken as per the policy laid down for unforseen transacons. The parcular s ofcontracts / arrangements with related pares referred to in Secon 188(1) entered intoduring the financial year under review as required to be given in 'Form AOC-2'have been provided in an ANNEXURE - D which forms part of this Report.

28. Conserva on of energy technology absorp on and foreign exchange earnings andoutgo:

The informaon on conservaon of energy technology absorpon and foreign exchangeearnings and outgo spula ted under Secon 134(3)(m) of the Act read with rule 8 of TheCompanies (Accounts) Rules 2014 as amended from me to me is annexed to this Report as

Annexure - E.

29 Parcular s of employees and remuneraon:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneraon ofManagerial Personnel) Rules 2014 are not applicable to the Company as none of theemployees has received remuneraon above the limits specified in the rule 5(2) & (3) ofthe Companies (Appointment & Remuneraon of Managerial Personnel) Rules 2014 duringthe financial year 2020-21. Further the disclosures pertaining to remuneraon and otherdetails as required under secon 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies and Remuneraon of Managerial Personnel) Rules 2014 is annexed in ANNEXURE F.

30. Policies:

The policies adopted by the Company as per statutory and governance requirements areuploaded on website of the Company at hps://kpigil.c om/Policies-Disclosures.html

31. Policy on Directors' appointment and Remuneraon:

The Company's policy on directors' appointment and remunera on and other mae rsprovided in Sec on 178(3) of the Act is available on the website of the Company athps://kpigil.c om/Policies-Disclosures.html

32. Health Safety & Environment Policy:

The Company has recognized health management occupaonal safety and environmentprotecon (HSE) as one of the most important elements in the organizaon's sustainablegrowth and has closely linked it to its cultural values. Company con nually strives tocreate a safe working environment by being responsive caring and commi ed to the variousneeds governing the security and well-being of employees. The HSE policy has been reviewedby the company and is also available on the Company's website hps://kpigil.com/Policies-Disclosures.html

33. Obligaon of company under the sexual harassment of women at Workplace (Preven onProhibi on and Redressal) Act 2013

As per the requirement of the provisions of the sexual harassment of women at workplace(Preven on Prohibion & Redressal) Act 2013 read with rules made thereunder ourCompany has cons tuted Internal Complaints Commi ees as per requirement of the Act whichare responsible for redressal of complaints relang to sexual harassment against woman atworkplace. During the year under review there were no complaints pertaining to sexualharassment against women.

34. Migraon of Company from SME Pla orm to the Main Board of BSE Limited and NaonalStock Exchange of India Limited:

The equity shares of the company were listed on SME Pla orm of the BSE Limited on sinceJanuary 22 2019. Moreover the consent of the members of the company was accorded formigraon of equity shares to both the exchanges and the Company successfully received theapprovals from BSE Limited and Naonal Stock Exchange of India Limited bearing le er ref.no. LO / Migraon /VM/MIG-TP/112/2021-22 dated July 23 2021 and NSE/LIST/C/2021/0515 datedJuly 23 2021 respecv ely for migraon of the Equity Shares of the Company from the BSESME pla orm to main board of BSE Limited and Naonal Stock Exchange of India Limitedrespecv ely with effect from Tuesday July 27 2021. The Annual lisng fee for theyear 2021-22 has been paid to both the Exchanges.

35. Directors' Responsibility Statement:

Accordingly pursuant to Sec_on 134(3)( c ) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability con rm that:

I. in the prepara on of the annual accounts the applicable accounng standards havebeen followed along with proper explanaon relang to material departures;

II. We have selected such accoun ng policies and applied them consistently and madejudgments and esma tes that are reasonable and prudent so as to give a true and fair viewof the state of a airs of the company at the end of the financial year and of the profitof the company for that period;

III. they have taken proper and sufficient care for the maintenance of adequate accounng records in accordance with the provisions of the Act for safeguarding the assets ofthe company and for preven ng and detec ng fraud and other irregularies;

IV. they have prepared the annual accounts on a going concern basis;

V. they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operang e ecv ely;

VI. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operang e ecv ely.

36. Compliance with Secretarial Standards of ICSI:

The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Instut e of CompanySecretaries of India and that such systems were adequate and operang e ecv ely.

37. Other disclosures:

As per SEBI Lis ng Regulations the Corporate Governance Report with the Auditors' Cercate thereon and the Management Discussion and Analysis are a ached which forms part ofthis report.

None of the Directors of the Company has been debarred or disqualified from beingappointed or con nuing as a Director by SEBI / Ministry of Corporate A airs / StatutoryAuthories.

Neither the Managing Director nor the Whole-me Directors of the Company receive anyremuneraon or commission from any of its subsidiaries.

38. Acknowledgement:

The Directors would like to place on record the appreciaon for the connued co-operaonand support received by the Company during the year from bankers financial instuonsGovernment authories Regulatory Authories Customers and Suppliers Business PartnersShareholders and other Stakeholders and all persons who are directly or indirectlyassociated with the company. The Directors also place on record their sincere appreciaonfor the dedicated efforts and consistent contribu on made by the employees at all levelsto ensure that the Company connues to grow and excel.

For and on behalf of
K.P.I. Global Infrastructure Limited
Place: Surat Farukhbhai Gulambhai Patel Moh. Sohil Yusuhai Dabho ya
Date: August 31 2021 Chairman & Managing Director Whole Time Director
DIN: 00414045 DIN: 07112947

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