KPI Green Energy Ltd

Resolutions

• Purpose: seek ordinary resolution to approve related party transactions with Sun Drops Energia Limited for FY2026-27.
• Enhances aggregate RPT approval limits beyond earlier cap of ₹1,000 crore.
• Item 1: Ordinary resolution to approve related party transactions with Sun Drops Energia Limited for FY2026-27.
• Counterparty: Sun Drops Energia Limited, KPI Green Energy's subsidiary.
• Transaction types include sale/purchase of goods, investments, loans, leases, shared services.
• Estimated values: caps up to ₹1000 crore for goods/investments and ₹500 crore for leases & services.
• Loans: ₹3,000 crore cap, unsecured and repayable on demand.
• Source of funds: own funds; transactions on arm's length basis.
• Turnover impact: 185.46% of KPI FY25-26 turnover.
• Turnover impact (Sun Drops): 858.51% of Sun Drops turnover.
• Abstention: related parties shall not vote on Item 1.
• Voting window: 26 Aug 2026 to 24 Sep 2026.
• Results: to be declared within two working days after voting.
• Audit Committee approval and board recommendation.
• Sun Drops is KPI's subsidiary, 65.86% stake.
• Director relationship: Dr. Faruk G. Patel is KPI MD and Sun Drops director.

ESOP grant details

• NRC approves grant of 4,70,104 stock options under KPI Green ESOP 2023.
• Exercise price set at Rs 35 per option.
• Vesting: minimum 1 year; 25% year 1, 25% year 2, 35% year 3, 15% year 4.

ESOP grant details

• Approval: Compensation Committee approved grant of 470,104 KPI Green ESOP 2023 options.
• Approval date: Aug 24, 2026 via circular resolution.
• Total options: 470,104; 1 option equals 1 equity share of Rs 5.
• Exercise price: Rs 35 per share.
• Vesting: minimum one year; 25% year 1, 25% year 2, 35% year 3, 15% year 4.
• Exercise window: vested options exercisable within three months of vesting.
• Shares issued on exercise are freely transferable; no lock-in.
• Unexercised options lapse; vesting can occur in multiple tranches; maximum vesting period five years.
• Compliance: KPI Green ESOP 2023 complies with SEBI SBEB Regulations 2021.

Meeting Details

• Date: Thursday, Aug 27, 2026; Time: 10:00 AM to 5:00 PM.
• Type: Group meeting / one-to-one; Mode: Physical (Mumbai).
• Event: DAM Capital Renewable Energy Conference.
• Key participants: Company management representatives.
• Purpose: Analyst/institutional investor interaction.

Non-binding LOI with Raz Holding Group

• Non-binding LOI signed between KP Group and Raz Holding Group for a strategic investment and/or collaboration.
• Proposed structure may include acquisitions, capital infusion, or collaboration; final terms to be agreed after due diligence.
• Conditions include satisfactory financial, legal, tax, technical, ESG due diligence and approvals.
• Exclusivity period of 90 days from LOI date; LOI valid until 18 November 2026.
• Binding commitments only upon execution of definitive agreements.
• Regulatory approvals including FEMA/RBI, SEBI and competition law may be required.
• LOI reflects international investor interest in India's clean-energy sector and KP Group's assets.

Non-binding LOI with Raz Holding Group

• Non-binding LOI signed between KP Group and Raz Holding Group for strategic investment or collaboration.
• Investment structure to be finalized via acquisition, capital infusion, or collaboration after due diligence.
• Exclusivity period of 90 days from LOI date; expiry 18 November 2026 unless extended.
• Due diligence covers financial, legal, tax, technical, and ESG aspects.
• Definitive agreements require mutual negotiations and approvals from both parties.
• Regulatory approvals include FEMA/RBI, SEBI, and competition-law compliance where applicable.
• LOI is non-binding and creates no obligation to proceed; binding commitments arise only via definitive agreements.
• Exclusivity aims to finalize definitive agreements within 90 days.
• Parties plan to finalize structure, instrument, and valuation after due diligence.
• KP Group notes growing international investor interest in India's clean-energy sector.

Target overview

• DEK and Mavericks Green Energy Limited (DMGEL), renewable energy EPC and project development, India.

Transaction details

• Acquisition of up to 100% equity shares of DMGEL by Sun Drops.
• Valuation Rs 55.80 crore; consideration via up to 15,89,781 CCPS.
• Price Rs 32.66 per DMGEL share for up to 1,70,84,853 shares.
• DMGEL to become Sun Drops’ step-down subsidiary after 50% stake.
• Completion targeted by 30 September 2026, subject to approvals.

Related party and governance

• Promoter Dr. Faruk G. Patel holds 8.95% of DMGEL; related party.
• Transaction to be at arm's length per valuation report.
• Shareholder approvals required for CCPS issuance.

Regulatory status

• Regulatory approvals: Not Applicable.

Target background and scale

• DMGEL incorporated November 16, 2021; solar EPC and project development.
• Turnover (FY2025-26) Rs 213.98 crore; FY2024-25 Rs 150.04 crore; FY2023-24 Rs 30.62 crore.
• Presence in India.

Meeting Details

• Date: Tuesday, August 25, 2026
• Type: group site visit with analysts / institutional investors
• Mode: on-site (physical) at Gujarat solar and wind sites
• Event/organiser: KPI Green Energy Ltd

Participants

• Company participants: officials of KPI Green Energy Ltd (Company Secretary & Compliance Officer)

Purpose

• Purpose: discuss publicly available information; no UPSI will be shared

Additional Notes

• Schedule may change due to exigencies on investors or company
• Info hosted on KPI Green Energy's official website

Financial Performance

• Q1 FY27 total income: INR 710 crore, up 16% YoY.
• EBITDA: INR 262 crore; +21% YoY.
• EBITDA margin: 37%, up from 35% in Q1 FY26.
• PAT: INR 95 crore; vs INR 111 crore Q1 FY26.
• Cash profit: INR 176 crore; up 6% YoY.
• IPP unit generation grew nearly 4x YoY; quarterly generation >65% of FY26.
• Portfolio: 6.94 GW as of 30 Jun 2026; up 71% YoY.
• Installed capacity: 1.87 GW; WIP: 5.07 GW.
• IPP 2.57 GW; CPP 4.37 GW.
• Commissioned 0.85 GW; fresh orders 2.88 GW.
• BES: 565 MW / 1,130 MWh executed; financial closure underway.
• External Green Bond: INR 670 crore; 5-year; 8.50%; 65% GuarantCo; AA+ rating.
• Botswana land acquired: 500 hectares; revenue from Botswana not in current year.
• Rajasthan footprint expanded to 133 sites.
• Energy trading licenses: intrastate GERC; interstate CERC; pilot.
• Sun Drops PAT ~INR 26 crore; EBITDA INR 42 crore; cash profit ~INR 30 crore.
• Sun Drops top-line this year ~INR 1,500 crore.

Portfolio and Operations

• Portfolio size 6.94 GW as of 30 Jun 2026; IPP 2.57 GW, CPP 4.37 GW.
• Geographic expansion: Rajasthan footprint now 133 sites.
• BES execution: 565 MW / 1,130 MWh; financial closure under process.
• Kadana Dam 142 MW EPC; GUVNL 150 MW PPA signed; SJVN 300 MW PPA under process.
• Botswana: MOU for 5 GW; first 500 MW phase underway.
• UAE project: solar+storage for containerized data center via Sun Drops Energia.

Balance Sheet & Financing

• Leverage: current around 2.x; target long-term debt-to-net-worth ≤ 3:1.
• Auditors: board appointed BDO for governance improvements.
• External Green Bond: INR 670 crore; 8.50% coupon; 65% guarantee; AA+ rating.

Projects and Capex

• Installed 1.87 GW; WIP 5.07 GW; total portfolio 6.94 GW.
• IPP and CPP capacity additions underway; 0.85 GW commissioned this year.
• New orders booked: 2.88 GW; diversification supports energy security.

Guidance and Outlook

• FY27 revenue growth guidance: 30-40% YoY; potential to reach 40-50% CAGR if conditions improve.
• Chairman previously spoke of 40-50% CAGR; may move to 50-60% if conditions improve.
• FY27 PAT margin expected to be lower than 16-18%; H2 to recover in 27/28.
• IPPs to generate >390 crore units annually at full run rate.

Q&A Highlights

• Debt/leverage: current comfortable; long-term target ≤ 3:1; IPP growth funded by new projects.
• Botswana revenue: not expected this year; revenues in subsequent years.
• Sun Drops: quarterly PAT ~INR 26 crore; EBITDA ~INR 42 crore; cash ~INR 30 crore.
• Inventory: March buildup; down this quarter; expect further reductions.
• CPP margins: geopolitics weigh on CPP; recovery expected as issues resolve.

Capacity energisation update

• Energized 130 MW AC 195 MW DC solar capacity under 370 MW AC and 677 MW DC IPP.
• Cumulative energized capacity now 269.7 MW AC and 389.7 MW DC under the Gujarat IPP with GUVNL PPA.
• Project located at Bharuch, Gujarat, under long-term PPA with Gujarat Urja Vikas Nigam Limited.
• Earning visibility and annuity-based revenue expected to improve as capacity energizes further.