K.P. Energy Limited — Proxy Solicitation & Information Statement 2025

Nov 15, 2025

KPEL/PB-NOTICE/NOV/2025/613

November 15, 2025

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400051

Scrip Code: 539686 Symbol: KPEL

Sub.: Submission of Postal Ballot Notice dated November 14, 2025

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), please find enclosed herewith a copy of the Postal Ballot Notice dated November 14, 2025 (“Notice”) along with Explanatory Statement, seeking consent of members of the Company by means of postal ballot through remote e-voting for the Resolution(s) as set out in the Notice.

Further, the Notice is also available on the Company’s website i.e. www.kpenergy.in .

You are requested to take the same on your record.

Thanking You, Yours faithfully,

For K.P. Energy Limited

Digitally signed by AFFAN FARUK AFFAN FARUK PATEL PATEL Date: 2025.11.15 12:25:09 +05'30'

Affan Faruk Patel Whole Time Director DIN: 08576337

Encl.: a/a

NOTICE OF POSTAL BALLOT

Pursuant to Section 110 of the Companies Act, 2013 and Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014, and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time.

Dear Member,

Notice is hereby given that, pursuant to Section 108 and 110 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) (including any statutory modification(s), amendment(s), or re-enactment(s) thereof, for the time being in force) read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 03/2025 dated September 22, 2025, and other relevant circulars issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), and any other applicable law, rules and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the resolution(s) appended below are proposed to be passed by the Members of the K.P. Energy Limited (“Company”) through postal ballot by remote e-voting process (“e-voting”).

The explanatory statement pursuant to Sections 102 and 110 of the Act, pertaining to the said resolution(s) setting out the material facts concerning each item and the reasons thereof is annexed to this Postal Ballot Notice (“Notice”) and forms part of this Notice. The Postal Ballot Notice is also available on the website of the Company at www.kpenergy.in .

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company, at its meeting held on November 14, 2025, has appointed Mr. Chirag Shah and failing him Mr. Raimeen Maradiya, Partners

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of M/s. Chirag Shah & Associates, Practicing Company Secretaries as the Scrutinizer for conducting the Postal Ballot/e-voting process in a fair and transparent manner.

Pursuant to Section 108 of the Act, read with Rule 20 of the Rules and Regulation 44 of the SEBI Listing Regulations, the Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for the purpose of providing remote e-voting facility to its Members for the Postal Ballot. Members desirous of exercising their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the “Notes” section of this Notice for casting of votes by remote e-voting. The E-voting facility will commence on Tuesday, November 18, 2025, 9:00 a.m. (IST) and will end on Wednesday, December 17, 2025, 5:00 p.m. (IST) . E-voting module will be blocked by CDSL at 5.00 p.m. on Wednesday, December 17, 2025 , and voting shall not be allowed beyond the said date and time.

Members should note that in compliance with the requirements of the MCA Circulars, this Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company, Registrar and Transfer Agent or Depositories as on Friday, November 14, 2025 (“Cut-off date”) and the communication of assent/dissent of the members will take place through the remote e-voting system. Accordingly, the physical postal ballot notice, postal ballot form and pre-paid business envelope are not being sent to the members for this postal ballot. The detailed procedure for remote e-voting forms part of the “Notes” section to this Notice.

Upon completion of the scrutiny, in a fair and transparent manner, the Scrutinizer will submit his report to the Chairperson of the Company or to the Company Secretary or any person authorised by the Chairperson. The results will be declared on or before Friday, December 19, 2025 and shall be communicated to National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”), where the equity shares of the Company are listed and will also be displayed on the Company’s website at www.kpenergy.in and website of CDSL at www.evotingindia.com .

The Board of Directors of the Company recommends approval of the members for the resolution(s) appended below:

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SPECIAL BUSINESS:

ITEM NO. 1:

APPOINTMENT OF DR. INDU GUPTA RAO (DIN: 10427689) AS NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the rules framed thereunder including the Companies (Appointment and Qualification of Directors) Rules, 2014, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) as amended, and subject to such other laws, rules and regulations as may be applicable in this regard, and Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Dr. Indu Gupta Rao (DIN: 10427689) who was appointed as an Additional Director (Non-Executive Independent) by the Board of Directors of the Company, with effect from September 29, 2025, pursuant to the provisions of section 161 of the Act, and who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the SEBI Listing Regulations, be and is hereby appointed as Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of five (5) consecutive years with effect from September 29, 2025, to September 28, 2030.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Registered Office: By Order of the Board of Directors, 'KP House', Near KP Circle, Opp. Ishwar Farm For K.P. Energy Limited Junction BRTS, Canal Road, Bhatar, Surat – 395017, Gujarat, India

Sd/-

Date: November 14, 2025 Karmit Sheth Place: Surat Company Secretary & Compliance Officer

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NOTES:

1. A statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolution(s) mentioned in this Postal Ballot Notice and additional information as required under the SEBI Listing Regulations is enclosed herewith and forms part of this Notice.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear in the register of members / register of beneficial owners as on Friday, November 14, 2025 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

3. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) as the agency to provide e-voting facility.

4. This Postal Ballot Notice will also be available on the Company’s website at www.kpenergy.in, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL at www.evotingindia.com.

5. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.kpenergy.in) duly filled and signed along with requisite supporting documents to Bigshare Services Private Limited, Registrar & Share Transfer Agent (“RTA”) of the Company at Pinnacle Business Park, Office No. S6-2, 6th Floor, Mahakali Caves Road, Next to Ahura Centre, Andheri East, Mumbai - 400093, Maharashtra.

6. Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e- voting. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.

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1. The voting rights of member(s) for e-voting shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-Off date. Any person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the Cut-Off date only shall be entitled to vote through e-voting.

2. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the SEBI Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, as amended (“SEBI Master Circular”), and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution(s) electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.

3. The e-voting period commences at 9:00 a.m. (IST) on Tuesday, November 18, 2025, and ends at 5:00 p.m. (IST) on Wednesday, December 17, 2025. The e-voting will not be allowed beyond the aforesaid date and time, and the e-voting module shall be forthwith disabled by CDSL upon expiry of the aforesaid period.

4. Resolution, if approved, by the members by means of Postal Ballot /e-voting is deemed to have been passed at a General Meeting of the members and the last date of the e- Voting i.e. Wednesday, December 17, 2025 shall be the date on which the resolution shall be deemed to have been passed, if approved by the requisite majority.

5. Any query in relation to the Resolutions proposed to be passed by this Postal Ballot may be addressed to Mr. Karmit Sheth, Company Secretary and Compliance Officer at Email: secretarial@kpgroup.co or for any query / grievance with respect to e-voting, you can write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022-62343626) or Ms. Asawari Kalokhe (022-62343624) or Mr. Rakesh Dalvi (022-62343611).

12. Voting through Electronic Means (“e-voting”)

• In compliance with provisions of Section 108 & Section 110 of the Act read with Rule 20 and Rule 22 of the Rules, Regulation 44 of SEBI Listing Regulations and any other applicable provisions, the Company is pleased to offer remote e-voting facility to its members to cast their vote by electronic means through e-voting platform of CDSL. The E-voting facility is available at www.evotingindia.com .

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THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

• Step 1: Access through Depositories CDSL/NSDL e-voting system in case of individual shareholders holding shares in demat mode.

• Step 2: Access through CDSL e-voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on 9:00 a.m. (IST) on Tuesday, November 18, 2025, and ends on 5:00 p.m. (IST) on Wednesday, December 17, 2025. During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-Off date i.e., Friday, November 14, 2025, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e- voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-voting system in case of individual shareholders holding shares in demat mode.

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(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL Depository

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & My Easi New (Token) Tab. 2) After successful login the Easi / Easiest user will be able to see the e- voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & My Easi New (Token) Tab and then click on registration option. 4) Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from an e-voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting Service Providers.

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Individual Shareholders holding securities in demat mode withNSDL Depository

1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e- voting services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on company name or e- voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e- voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period. 4) For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

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Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- voting facility. After Successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at toll free no.: 022 - 48867000 / 022 – 24997000.

Step 2: Access through CDSL e-voting system in case of shareholders holding shares in physical mode

• and non-individual shareholders in demat mode.

• (v) Login method for Remote e-voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com .

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

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• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

with the Company. Next enter the Image Verification as displayed and Click on Login. If you are holding shares in demat form and had logged on towww.evotingindia.comand voted on an earlier e-voting of any company, then your existing password is to be used. If you are a first-time user follow the steps given below:	with the Company. Next enter the Image Verification as displayed and Click on Login. If you are holding shares in demat form and had logged on towww.evotingindia.comand voted on an earlier e-voting of any company, then your existing password is to be used. If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for K.P. Energy Limited, on which you choose to vote.

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• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com .

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; secretarial@kpgroup.co , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders : Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id

2. For Demat shareholders : Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders: Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-voting from the CDSL e-voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 34/35 Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800-21-09911.

Explanatory Statement to follow

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EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

As required by Section 102 of the Companies Act, 2013 (“Act”), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the following Explanatory Statement sets out all material facts relating to the special business proposed in this Postal Ballot Notice:

Item No. 1

The Nomination and Remuneration Committee, after evaluating and considering the skills, experience and knowledge that would be available to the Board of Directors and pursuant to the provisions of the Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company, recommended to the Board of Directors, appointment of Dr. Indu Gupta Rao (DIN: 10427689), as an Independent Director of the Company. The Board of Directors, vide resolution dated September 29, 2025, considered the recommendation and appointed Dr. Indu Gupta Rao (DIN: 10427689), with effect from September 29, 2025, as an Additional Director, designated as an Independent Director of the Company. The Board of Directors also approved that the term of office of Dr. Indu Gupta Rao as an Independent Director will be for 5 (five) consecutive years from September 29, 2025, subject to the approval of members of the Company .

Further, in terms of the amended Regulation 17(1C) of the SEBI Listing Regulations, a listed entity shall ensure that the approval of Shareholders for appointment of a person on the Board of Directors has to be taken either at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the shareholders is sought to comply with the SEBI Listing Regulations.

Dr. Indu Gupta Rao is qualified to be appointed as a Director in terms of Section 164 of the Act and has given her consent to act as an Independent Director. The Company has also received a declaration from her that she meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and that she is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

In the opinion of the Board of Directors, Dr. Indu Gupta Rao fulfils the conditions for appointment as an Independent Director as specified in the Act and the SEBI Listing Regulations. Dr. Indu Gupta Rao

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is independent of the management and possesses appropriate skills, experience, knowledge and capabilities required for the role of Independent Director.

Brief Profile of Dr. Indu Gupta Rao is as under:

Mrs. Indu Gupta Rao is an accomplished engineer and management professional with over three decades of diversified experience across industry projects, multinational corporations, consultancy, and academia in India, the USA, and the Netherlands. She holds an MBA and two PhDs in Management and in Governance of Industry and Institutions and has completed her post-doctoral research at the Indian Institute of Management, Ahmedabad (IIMA). She has a strong track record of driving innovation in design, processes, systems, and organizational strategy, and has developed technologyenabled solutions that have significantly improved institutional efficiency, quality, and growth. She has successfully led large teams, contributed to institution building, and strengthened industry– institute collaborations. Her pioneering research in the Indian diamond industry and her accomplishments in academic leadership have been widely recognized. She has received several awards from industry, government, and academia for innovative leadership, community service, and research excellence, including the Prominent Alumni Award from NIT Jaipur.

Mrs. Indu Rao’s extensive experience in strategic management, process innovation, and technologyenabled transformation is expected to contribute meaningfully to the Company’s governance, longterm planning, and operational excellence. Her background in institution building and cross-sector collaboration will support the Company’s growth initiatives, enhance stakeholder engagement, and strengthen innovation-driven development. Her leadership experience across global environments will further aid in improving organizational systems, quality standards, and strategic decision-making. The Board is of the view that her appointment as an Independent Director would be in the best interest of the Company.

Details of Dr. Indu Gupta Rao pursuant to the provisions of SEBI Listing Regulations; and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Postal Ballot Notice.

She shall be entitled to payment of fees for attending meetings of the Board or its Committees, or any other meetings as may be decided by the Board of Directors, along with reimbursement of expenses incurred for participating in such meetings, and a profit-related commission, within the limits stipulated under Section 197 of the Companies Act, 2013, and in accordance with the special resolution passed by the shareholders at the Annual General Meeting held on September 26, 2024.

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In accordance with the provisions of Sections 149, 150, 152 read with Schedule IV to the Act and other applicable provisions of the Act, appointment of Dr. Indu Gupta Rao as an Independent Director requires approval of members of the Company. Further, in terms of Regulation 25(2A) of the SEBI Listing Regulations, appointment of Dr. Indu Gupta Rao as an Independent Director requires approval of members of the Company by passing a special resolution.

Accordingly, the approval of members is sought for appointment of Dr. Indu Gupta Rao as an Independent Director of the Company.

Dr. Indu Gupta Rao is interested in the resolution set out at Item No. 1 of this Postal Ballot Notice with regard to her appointment. Relatives of Dr. Indu Gupta Rao may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board of Directors recommends the Special Resolution set out at Item No. 1 of this Postal Ballot Notice for approval by the members.

Registered Office: By Order of the Board of Directors, 'KP House', Near KP Circle, Opp. Ishwar Farm For K.P. Energy Limited Junction BRTS, Canal Road, Bhatar, Surat – 395017, Gujarat, India Sd/Date: November 14, 2025 Karmit Sheth Place: Surat Company Secretary & Compliance Officer

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ANNEXURE TO THE NOTICE

DETAILS OF DIRECTOR SEEKING APPOINTMENT/RE-APPOINTMENT

Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standarad-2 issued by the Institute of Company Secretaries of India

Name of Director	Dr. Indu Gupta Rao
Director Identification Number (DIN)	10427689
Date of Birth(Age)	October 2,1971(54 Years)
Designation	Non-Executive Independent Director
Date of first appointment on the Board	September 29, 2025
Terms and Conditions of appointment	As per the resolution set out at Item No. 1 of this Postal Ballot Notice,read with statementpursuant to Section 102 of the Act.
Qualification	Bachelor of Engineering in Electrical Branch Master of Business Administration Doctor of Philosophy in Management Doctor of Philosophyin Indian Diamond Industry
Brief Profile and nature of expertise in specific functional areas	As mentioned in the explanatory statement to the item no. 1 of the above resolution
Name of the Companies in which he/she holds directorship (other than K.P. EnergyLimited)	KP Green Engineering Limited German Green Steel and Power Limited John EnergyLimited
Name of committees in which he/she holds membership/ chairmanship (other than K.P. Energy Limited)	KP Green Engineering Limited • Audit Committee – Member • Corporate Social Responsibility Committee - Member German Green Steel and Power Limited • Nomination and Remuneration Committee – Chairperson John Energy Limited • Audit Committee – Member • Nomination and Remuneration Committee - Chairperson
Name of listed entities from which the person has resigned in the past three years	Nil
No. of meetings of the Board attended during the year	FY 2025-26: From the date of her appointment till the date of this Postal Ballot Notice, a total of two meetings of the Board have been attended byher.
Details of remuneration last drawn	Commission not exceeding1% of the net profits of the Company.

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Details of remuneration sought to be paid	She shall be entitled to payment of fees for attending meetings of the Board or its Committees, or any other meetings as may be decided by the Board of Directors, along with reimbursement of expenses incurred for participating in such meetings, and a profit-related commission, within the limits stipulated under Section 197 of the Companies Act, 2013, and in accordance with the special resolution passed by the shareholders at the Annual General Meeting held on September 26,2024.
Inter se relationship with other Directors, Manager, and other Key Managerial Personnel of the Company	Dr. Indu Gupta Rao is not related to any Directors of the Company.
Shareholding in the Company as on the date of Notice (self and beneficial basis)	Nil

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