The Board of Directors (“Board”) is pleased to present the 18^th (Eighteenth) Annual Report of GK Energy Limited
(“Company”) together with the Audited Standalone and Consolidated Financial Statements and the Reports of
the Statutory Auditors thereon for the financial year ended March 31, 2026. The references to the consolidated
performance include the financial performance of the Company’s subsidiary, wherever applicable.

This being the first report after the Initial Public Offer (“IPO”) and listing of the equity shares on BSE Limited
(“BSE”) and National Stock Exchange of India Limited (“NSE”), BSE and NSE hereinafter collectively referred as
“Stock Exchanges”, the Board extends a warm welcome to all the public shareholders and looks forward to your
continued trust and support in the future.

1. FINANCIAL SUMMARY & HIGHLIGHTS:

The Company’s standalone and consolidated financial performance for the year ended March 31, 2026, is
summarized below:

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance
with the Indian Accounting Standards (‘Ind AS’) as notified under the Companies (Indian Accounting
Standards) Rules, 2015, as amended and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

2. FINANCIAL PERFORMANCE:

• Standalone Performance

The Company has delivered a strong financial
and operational performance for the year
ended March 31, 2026. On a standalone
basis, the total income for the year stood
at '' 15,420.26 Million as compared to

'' 10,991.82 Million in the previous financial
year, representing a growth of 40.28%.

On a standalone basis, the Company has
recorded EBITDA of '' 3131.85 Million during
the financial year under review as against
EBITDA of '' 2040.46 Million during the
previous financial year, representing a growth
of 53.49%.

The standalone profit after tax (PAT) stood
at '' 2,012.73 Million as compared to '' 1,332.23
Million in the previous year, representing a
growth of 51.08%.

The Company supplied and installed 61,085
decentralized solar systems comprising of
solar-powered agriculture water pump
systems and solar rooftop during financial year
2025-26 as compared to 45,655 decentralized
solar systems during previous financial year
representing a growth of 34%. In terms of
power generation capacity, the Company
installed 276 Megawatt across as compared
to 184 Megawatt in previous year. Till date, the
Company has expanded its presence to over
7,500 villages across six States in India.

• Consolidated Performance

On a consolidated basis, the total income
for the year stood at '' 17,245.70 Million as
compared to '' 10,991.76 Million in the previous
financial year, registering a growth of 56.90%.

The consolidated profit after tax (PAT) stood
at '' 2042.97 Million as compared to '' 1,332.09
Million in the previous year, representing a
growth of 53.57%.

On Consolidated basis, the Company has
recorded EBITDA of '' 3184.36 Million during
the financial year under review as against
EBITDA of '' 2040.35 Million during the
previous financial year, representing a growth
of 56.07%.

The financial year 2025-26 was marked by a good
growth in revenues and an even stronger growth
in profitability and a focus on long-term value
creation. The Company continues to maintain a
healthy financial position and remains committed
to delivering sustainable growth across all business
segments.

3. STATE OF COMPANY’S AFFAIR:

The Company is engaged in the business of
execution and deployment of decentralized
renewable energy infrastructure, including solar-
powered agricultural pumping systems, rooftop
solar systems, and other distributed clean energy
solutions. The Company undertakes the design,
procurement, installation, testing, commissioning,
and maintenance of renewable energy projects
across India.

There was no change in the nature of the business
of the Company during the year under review.

4. SHARE CAPITAL STRUCTURE:

• Authorized Capital

As at March 31, 2026, the Authorized Share
Capital of the Company is '' 75,00,00,000
divided into 37,50,00,000 Equity Shares having
face value of '' 2/- each.

There was no change in the Authorized Share
Capital of the Company during the year
under review. The Company’s issued share
capital structure is as mentioned below:

• Issued, Subscribed and Paid-up Equity Share
Capital

As at March 31, 2026, the Issued, Subscribed
and Paid-up Equity Share Capital of the
Company stood at ''40,56,34,532, comprising
20,28,17,266 Equity Shares of ''2/- each. All the
Equity Shares of the Company are held in
dematerialised form.

During the year under review, the Issued,
Subscribed and Paid-up Equity Share Capital
of the Company increased on two occasions,
the details of which are as follows:

I. Raising Capital through Private
Placement

Pursuant to the approval of the Members
at the Extra-Ordinary General Meeting
held on August 25, 2025, the Board of
Directors, at its meeting held on August
26, 2025, approved the allotment of
65,35,947 Equity Shares of face value
of ''2/- each at an issue price of ''153/-
per Equity Share (including a premium
of ''151/- per Equity Share) on a private
placement basis.

Accordingly, the Company raised an
aggregate amount of ''1,000 Million
through the said private placement.

II. Raising Capital Through Initial Public
Offer

During the year under review, the
Company successfully completed its Initial

Public Offer (“IPO”) in accordance with
the provisions of the Companies Act,
2013, the Securities and Exchange Board
of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, and
other applicable laws.

The IPO comprised a Fresh Issue of

2.61.43.790 Equity Shares of face value of
''2/- each aggregating to ''4,000.00 million,
and an Offer for Sale of 42,00,000 Equity
Shares by the Promoter aggregating to
''642.60 million, at an issue price of ''153/-
per Equity Share (including a premium of
''151/- per Equity Share).

Pursuant to the Fresh Issue, the
Company’s Issued, Subscribed and Paid-
up Equity Share Capital increased by

2.61.43.790 Equity Shares of face value
''2/- each. The Offer for Sale did not
result in any change in the Company’s
share capital. The Equity Shares of the
Company were listed and admitted to
dealings on BSE Limited and the National
Stock Exchange of India Limited with
effect from September 26, 2025.

5. DEBENTURES:

During the year under review, the Company
redeemed 250 Secured, Redeemable Non¬
Convertible Debentures (NCDs) having a face value
of ''10,00,000 each, aggregating to ''25 Million, on
their scheduled maturity date, i.e., December 8,
2025. The redemption was affected in accordance
with the terms of issue, and the Company has duly
complied with all applicable statutory, regulatory
and contractual requirements in respect of the
redemption of the said NCDs.

6. DIVIDEND:

The Board of Directors (‘the Board’) of your
Company is pleased to recommend the declaration
of a final dividend of ''0.50/- per Equity Share of
face value ''2/- each, i.e., (25%) for the financial
year 2025-26. The Board has recommended the
dividend based on the parameters laid down in the
Dividend Distribution Policy and dividend will be paid
out of the profits of the year. The said dividend, if
approved by the Members at the ensuing Annual
General Meeting (‘the AGM’) will be paid to those
Members whose name appears on the register
of Members of the Company as at the end of
Monday, August 24, 2026. The said dividend, would
involve cash outflow of ''101.41 million, resulting in a
payout of 5.04% of the standalone net profit of the
Company for FY26.

Pursuant to the Finance Act, 2020, dividend income
is taxable in the hands of the Members, w.e.f. April
1, 2020 and the Company is required to deduct tax
at source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

Pursuant to Regulation 43A (1) of SEBI Listing
Regulations, the Board of the Company has
formulated and adopted Dividend Distribution
Policy which has been hosted on the website of
the Companyhttps://gkenergy.in/wp-content/
uploads/2026/01/4.-Dividend-Distribution-Policy.pdf.

7. TRANSFER TO RESERVES:

The Board does not propose to carry any amount
to the general reserves for the financial year
ending March 31, 2026. The entire amount of profit
for the year forms part of the ‘Retained Earnings’.

8. DEPOSIT:

During the year under review, your Company
has neither invited nor accepted any deposits
from the public or its members pursuant to the
provisions of Sections 73 and 76 of the Companies
Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 and aaccordingly, no amount
of principal or interest on public deposits was
outstanding as at March 31, 2026.

The details of the loans received from directors
of the Company under the proviso to Rule 2(1)
(c)(viii) of Companies (Acceptance of Deposit)
Rules, 2014 have been disclosed in Note No. 32
of the Standalone Financial Statements forming
part of the Annual Report. Further, in compliance
with provisions of the Companies (Acceptance of
Deposits) Rules, 2014, the director of the Company,
from whom money was received during the year,
have furnished declaration in writing confirming
that such amounts were not being given by him
out of funds acquired by him by borrowing or
accepting loans or deposits from others.

9. REPORT ON SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES:

As on March 31, 2026 and the date of this report,
the Company has one wholly-owned subsidiary, we
do not have any joint venture, associate

1. GK Energy Solar Private Limited, (Wholly-
owned Subsidiary)

Pursuant to Regulation 46(2)(h) of the
SEBI LODR Regulations, the Company has
formulated a “Policy for Determining Material
Subsidiary” which may be accessed on the
Company’s website athttps://gkenergy.in/
wp-content/uploads/2026/01/16.-Policy-for-
Determining-Material-Subsidiries.pdf

The Company did not have any material
subsidiary as at March 31, 2026. However,
subsequent to the closure of the financial year,
upon approval of the financial statements for
FY 2025-26, GK Energy Solar Private Limited
became a Material Subsidiary in accordance
with Regulation 16(1)(c) of the SEBI Listing
Regulations.

Pursuant to the provisions of Section 129(3)
of the Companies Act, 2013 a statement
containing the salient features of financial
statements of the Company’s Subsidiary in
Form AOC-1 forms part of this Annual Report
and hence not repeated. The contribution of
the subsidiary to the overall performance of
the Company is attached with the Consolidated
Financial Statements.

I n accordance with Section 136 of the
Companies Act, 2013 read with the SEBI
Listing Regulations, the audited standalone
and consolidated financial statements of the
Company, together with the audited financial
statements of its subsidiary, are available on
the Company’s website at www.gkenergy.in.

10. BOARD OF DIRECTORS:

a) Directors

As at March 31, 2026, the Board of the
Company comprises Executive and Non¬
Executive Directors, including Independent
Directors, in compliance with the provisions
of the Companies Act, 2013 and the SEBI
Listing Regulations. The detailed composition
of the Board is provided in the Corporate
Governance Report forming part of this Annual
Report. All the Directors have submitted the
necessary declarations and disclosures as
required under the Companies Act, 2013 and
the SEBI Listing Regulations.

b) Changes in Directorate

During the financial year under review,
the Board of Directors, based on the
recommendation of the Nomination and
Remuneration Committee, appointed Mr.
Subhash Vasant Ghaisas (DIN: 11479724) as an
Additional Non-Executive Independent Director
of the Company with effect from February 13,
2026, to hold office as an Independent Director
for a first term of five consecutive years up to
February 12, 2031.

Subsequent to the close of the financial year,
the Members of the Company approved the

appointment of Mr. Subhash Vasant Ghaisas
as a Non-Executive Independent Director by
way of passing the Special Resolution through
Postal Ballot on May 08, 2026. The voting
results along with the Scrutinizer’s Report
were submitted to the Stock Exchanges on
May 09, 2026 in compliance with Regulation
44 of the SEBI Listing Regulations.

During the year under review, Mrs. Chandra
Iyengar (DIN: 02821294) resigned from the
office of Non-Executive Independent Director
with effect from February 26, 2026. The Board
places on record its sincere appreciation
for her valuable guidance and contributions
during her tenure with the Company.

c) Director Liable to Retire by Rotation

I n accordance with the provisions of Section
152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Mehul Ajit
Shah (DIN: 03508348), Whole-Time Director,
retired by rotation and, being eligible, was re¬
appointed by the Members at the 17^th Annual
General Meeting of the Company held on
June 02, 2025.

11. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Sections 2(51) and
203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following
were the Key Managerial Personnel of the Company
as at March 31, 2026:

a) Mr. Gopal Rajaram Kabra -

Managing Director 5 Chief Executive Officer

b) Mr. Mehul Ajit Shah -

Whole-Time Director 5 Chief Operating Officer

c) Mr. Sunil Kamalkishor Malu -
Chief Financial Officer

d) Mr. Shubham Suresh Jain -
Company Secretary 5 Compliance Officer

During the year under review, Mr. Jeevan
Santoshkumar Innani resigned from the office of
Company Secretary 5 Compliance Officer with
effect from March 14, 2026 to pursue professional
opportunities outside the Company. Based on
the recommendation of the Nomination and
Remuneration Committee, the Board appointed Mr.
Shubham Suresh Jain as the Company Secretary
5 Compliance Officer of the Company with effect
from March 16, 2026.

12. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 12 (Twelve) meetings
of the Board of Directors were held and the details
of which are given in the Report on Corporate
Governance that forms part of the Annual Report.
The intervening gap between any two meetings of
the Board was not more than one hundred and
twenty (120) days as stipulated under the Act and
SEBI Listing Regulations.

The number and dates of meetings held by the
Board and its Committees, attendance of Directors
and details of remuneration paid to them is given
separately in the Report on Corporate Governance
in terms of Section 134(3)(b) of the Companies
Act, 2013.

Pursuant to the requirements of Schedule IV of
the Companies Act, 2013 and the SEBI Listing
Regulations, separate Meetings of the Independent
Directors of the Company were also held on
September 15, 2025 and March 14, 2026, without
the presence of Non-Independent Directors and
members of the management, to inter alia review
the performance of Non-Independent Directors
and the Board as a whole, the performance of
the Chairperson of the Company, taking into
account the views of Executive Directors, Non¬
Executive Non-Independent Directors and also to
assess the quality, quantity and timelines of flow of
information between the Company’s Management
and the Board.

13. COMMITTEES OF THE BOARD OF
DIRECTORS:

As at March 31, 2026 the Board of Directors had
constituted the following Committees in accordance
with the provisions of the Companies Act, 2013,
the Rules made thereunder and the SEBI Listing
Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Executive Committee

• IPO Committee

The composition of the Committees is in compliance
with the applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations. The
details relating to the composition, terms of
reference, number of meetings held during the
financial year and attendance of the members
at such meetings are provided in the Report on
Corporate Governance, which forms part of this
Annual Report.

During the financial year under review, all the
recommendations made by the Committees of
the Board, which were mandatorily required to be
considered by the Board, were accepted by the
Board.

14. DECLARATION BY INDEPENDENT
DIRECTORS:

In terms of the provisions of Section 149 of
the Companies Act, 2013 and the SEBI Listing
Regulations, Mr. Susheel Dwarkadas Bhandari,
Mrs. Pooja Pawan Chandak and Mr. Subhash
Vasant Ghaisas are the Independent Directors of
the Company as on March 31, 2026 and continue
to hold office as Independent Directors on the date
of this Report.

During the period under report, all Independent
Directors of the Company have given declarations
under Schedule IV, Section 149(7) of the Act, that
they meet the criteria of independence as laid down
under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations. In terms
of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they
are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge
their duties with an objective and independent
judgement and without any external influence.

The Company has received confirmations from
all the Independent Directors regarding their
registration with the Independent Directors’
Databank maintained by the Indian Institute of
Corporate Affairs (IICA), as required under Rule 6
of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

In the opinion of the Board, the Independent
Directors possess the requisite integrity, expertise,

experience and proficiency and fulfil the conditions
of independence specified under the Act, the Rules
made thereunder and the SEBI Listing Regulations.
The Company has also received necessary
disclosures from all Directors, including Form DIR-
8 under Section 164(2) and disclosures of interest
under Section 184 of the Act.

15. POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION:

Pursuant to the provisions of Section 178(3) of
the Companies Act, 2013 and Regulation 19(4)
read with Part D of Schedule II of the SEBI
Listing Regulations, the Company has adopted
the Nomination and Remuneration Policy for the
appointment and remuneration of Directors,
Key Managerial Personnel, Senior Management
Personnel and other employees.

The Policy, inter alia, lays down the criteria for
determining qualifications, positive attributes,
independence of Directors and other matters
as required under the applicable provisions of
the Companies Act, 2013 and the SEBI Listing
Regulations. The Nomination and Remuneration
Committee identifies and recommends to the
Board individuals qualified to become Directors and
persons who may be appointed as Key Managerial
Personnel or Senior Management Personnel, based
on the criteria prescribed under the Policy.

The Nomination and Remuneration Policy is available
on the Company’s website athttps://gkenergy.in/
wp-content/uploads/2026/01/7.-Nomination-and-
Remuneration-Committee-Policy.pdf

16. RETIREMENT BY ROTATION AND
SUBSEQUENT RE-APPOINTMENT:

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Mr. Navaniit Narayandas
Mandhaani (DIN: 08653090), Non-Executive Non¬
Independent Director of the Company, retires by
rotation at the ensuing Annual General Meeting
and, being eligible, has offered himself for
re-appointment. The Board recommends his
re-appointment.

The brief profile of the Director seeking re¬
appointment along with other details as stipulated
under Regulation 36(3) of the SEBI Listing Regulations
and Secretarial Standards issued by The Institute of
Company Secretaries of India, is provided in the
Notice convening the ensuing AGM of the Company,
forming part of the Annual Report.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the
annual performance evaluation of the Board, its

committees and individual Directors were carried
out during the year.

The Board evaluated its performance after seeking
inputs from all the Directors on the basis of criteria
such as the Board composition and structure,
effectiveness of Board processes, information
and functioning, etc. The performance of the
Committees was evaluated by the Board after
seeking inputs from the Committee members on
the basis of criteria such as the composition of
Committees, effectiveness of Committee meetings,
etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the
SEBI.

In compliance with Regulation 17(10) of the SEBI Listing
Regulations, the Board carried out performance
evaluation of Independent Directors without the
participation of the Director whose performance
was being evaluated. In a separate meeting of
the Independent Directors, the performance of
the Non-Independent Directors, Chairperson and
the Board as a whole was evaluated. The Board
expressed satisfaction with the evaluation process
and its outcome.

The Performance Evaluation Policy is available
on the Company’s website athttps://gkenergy.
in/wp-content/uploads/2026/01/8.-Performance-
Evaluation-Policy.pdf

18. FAMILIARISATION PROGRAM FOR
INDEPENDENT DIRECTORS:

The Company familiarises its Independent
Directors in accordance with the requirements of
Regulation 25(7) of the SEBI Listing Regulations.
The familiarisation programme aims to provide
Independent Directors with an understanding
of the Company’s business, operations, industry
dynamics, regulatory environment, roles and
responsibilities, and other relevant matters.

The Independent Directors are provided with
necessary information and presentations on
an ongoing basis during Board and Committee
Meetings, covering various aspects including
business performance, financial performance,
strategy, operations, risk management, governance
practices and regulatory developments.

The details of the familiarisation programmes
imparted to the Directors of the Company are
available on the Company’s website athttps://
gkenergy.in/wp-content/uploads/2026/03/11.-
Familiarization-programme-for-IDs.pdf

19. ANNUAL RETURN:

The Annual Report as required under Section 134(3)
(a) and Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, is available on the
website of the Company athttps://gkenergy.in/
annual-returns/

20. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(3) read with Schedule
V of the SEBI Listing Regulations, the Management
Discussion and Analysis Report for the financial
year under review is presented in a separate
section and forms an integral part of this Annual
Report.

21. CORPORATE GOVERNANCE:

The Company has complied with all mandatory
requirements relating to Corporate Governance
under SEBI Listing Regulations. Pursuant to
Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations, a separate Report on Corporate
Governance together with the requisite certificate
issued by CS Avanti Rajwade (Membership No.
A30219; Certificate of Practice No. 20728), CS

Avanti Rajwade, Practicing Company Secretary,
Pune (Peer Review Certificate No. 4654/2023),
Secretarial Auditor of the Company, confirming
compliance with the conditions of Corporate
Governance, forms an integral part of this Annual
Report.

22. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE
REPORT:

There have been no material changes or
commitments affecting the financial position of the
Company between the end of the financial year
ended March 31, 2026 and the date of this Report.

23. LISTING OF SHARES:

The Equity Shares of the Company were listed on
BSE Limited and National Stock Exchange of India
Limited with effect from September 26, 2025.

As per the market capitalization list released by NSE and BSE, the ranking of your Company stood at 893
and 913, respectively, as of December 31, 2025.

24. LISTING FEES:

The annual listing fees for FY 2026-27 has been paid to both the Stock Exchanges i.e., BSE and NSE.

25. UTILIZATION OF IPO PROCEEDS:

As on March 31, 2026, the proceeds of funds raised under Fresh Issue during the IPO of the Company are
utilized as per the objects of the issue. There has been no deviation or variation in the utilization of IPO
proceeds. The details of the utilization are given below:

The entire amount of '' 11.07 crore remains unutilized and pertains to issue-related expenses. This has also
been disclosed in the Monitoring Agency Report for the year ended March 31, 2026, which is available on the
Company’s website (www.gkenergy.in) under the Investor section.

26. STATEMENT OF DEVIATION OR VARIATION:

The Company raised gross amount of '' 4,000.00 million through the fresh issue of Equity Shares (other than
offer for sale) pursuant to its IPO. The Equity Shares of the Company were listed on the Main Board of NSE
and BSE on September 26, 2025.

Pursuant to the provisions of Regulation 32 of the SEBI Listing Regulations, the Company has submitted the
Statement of Deviation(s) or Variation(s), on a quarterly basis, to the Stock Exchanges confirming that the
proceeds raised through the IPO have been utilized for the objects stated in the Prospectus.

During the financial year under review, there was no deviation or variation in the utilization of funds raised
through the IPO and funds raised through private placement amounting '' 1,000 million.

27. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year ended March 31,
2026.

28. CHANGE IN THE REGISTERED OFFICE ADDRESS:

During the period under review, the Board of Directors at its meeting held on October 10, 2025, approved
shifting of the Registered Office within the local limits of city, town or village from “Office No. 802, CTS No.
97-A-1/57/2, Suyog Center, Pune, Maharashtra - 411037” to “Office No. 1901, Tower A, Gokhale Business Bay,
Plot No. A6 A7, Sr. No. 20/2, Paschimnagri, Kothrud, Pune, Maharashtra - 411038”.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135
of the Companies Act, 2013. As on March 31, 2026, the CSR Committee comprised the following Directors:

The other details of the CSR Committee including
number 5 dates of meetings of Committee held
during the FY 2025-26 and attendance thereat
are given in the Report on Corporate Governance,
forming part of this Annual Report.

The Company has earmarked the unspent CSR
amount for “AAJEEVAN — An Integrated Village
Transformation Mission”, an ongoing multi-year
project to be implemented through the Gopal
Kabra Foundation, and has transferred the same
to the Unspent CSR Account within the prescribed
timeline, in accordance with the provisions of
Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy)
Rules, 2014. AAJEEVAN involves an initial phase of
village identification, baseline studies, community
consultation and village-specific planning before
full-scale field execution; the amount so transferred
will be utilised for the mission in accordance with
its implementation schedule, applicable provisions
of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR Activities for FY 2025¬
26, as prescribed under the Companies (Corporate
Social Responsibility Policy) Rules, 2014, forms part
of this Report as Annexure-A.

In compliance with Section 135 of the Companies
Act, 2013 along with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 (‘CSR
Rules’), the Board of Directors has adopted a CSR
policy which is in line with the provisions of the
Companies Act, 2013. The CSR Policy is available
on the Company’s website and can be accessed at
https://gkenergy.in/wp-content/uploads/2026/0V6.-
Corporate-Social-Responsibilitv-Policv.pdf

30. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars relating to conservation of energy,
technology absorption and foreign exchange
earnings and outgo, as required under Section
134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014,

are provided in Annexure-B forming part of this
Report.

31. RISK MANAGEMENT POLICY:

The Board of Directors has constituted a Risk
Management Committee, which is entrusted
with the responsibility of overseeing various
organizational risks. The composition, quorum and
meetings of the Risk Management Committee are
in compliance with Regulation 21 of the SEBI Listing
Regulations.

The Board has approved and defined the roles,
responsibilities and functions of the Committee.
The details of the composition of the Committee,
number of meetings held during the financial year
under review, attendance of the members at such
meetings and terms of reference are provided in
the Report on Corporate Governance, which forms
part of this Annual Report.

The Company has formulated a Risk Management
Policy and reviews the risk management framework
on a periodic basis. The Company has adopted a
structured approach to identify, assess, monitor
and mitigate various risks associated with its
business operations and corporate functions.

The Risk Management Policy is available on the
Company’s website athttps://gkenergy.in/wp-
content/uploads/2026/03/Risk-Management-Policy.
pdf

32. PARTICULARS OF REMUNERATION OF
DIRECTORS, KMP AND EMPLOYEES:

The disclosures relating to remuneration and other
particulars as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in
Annexure-C forming part of this Report.

In terms of the provisions of Section 197(12) of
the Act read with Rules 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. Any member interested in obtaining
such information may address their email to
[email protected].

33. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, the Members of
the Company, at the 17^th Annual General Meeting
held on June 2, 2025, approved the appointment
of M/s. Bharat J. Rughani 5 Co., Chartered
Accountants (Firm Registration No. 101220W), as
the Statutory Auditors of the Company for a term
of five consecutive years, to hold office from the
conclusion of the 17^th Annual General Meeting until
the conclusion of the 22^nd Annual General Meeting
to be held in the year 2030.

The Statutory Auditors have confirmed that they
are eligible to continue as Statutory Auditors of the
Company and are not disqualified from continuing
as Statutory Auditors under the provisions of the
Companies Act, 2013.

34. STATUTORY AUDITORS’ REPORT:

The Standalone and Consolidated Financial
Statements of the Company for the financial year
ended March 31, 2026 have been audited by M/s.
Bharat J. Rughani 5 Co., Chartered Accountants
(Firm Registration No. 101220W), Statutory Auditors
of the Company.

The Statutory Auditors have issued their Audit
Reports on the Standalone and Consolidated
Financial Statements with an unmodified opinion.
The Audit Reports do not contain any qualification,
reservation, adverse remark or disclaimer.

35. COST AUDITOR:

The Company is engaged in the business of providing
Engineering, Procurement and Commissioning
(EPC) services for Solar Powered Water Pumping
Systems (SPWPS) and other renewable energy
solutions. The Company does not undertake any
manufacturing activities and procures the required
components from various manufacturers/vendors
for installation at project sites.

Since the services provided by the Company do
not fall under the activities specified in Table A
(Regulated Sectors) or Table B (Non-Regulated
Sectors) of the Companies (Cost Records and Audit)
Rules, 2014, the provisions relating to maintenance
of cost records and appointment of Cost Auditor
under Section 148 of the Companies Act, 2013
read with the said Rules are not applicable to the
Company.

36. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial

Personnel) Rules, 2014 and Regulation 24A of the
SEBI Listing Regulations, the Board of Directors, at
its meeting held on April 26, 2025, approved the
appointment of CS Avanti Rajwade (Membership
No. A30219; Certificate of Practice No. 20728),
CS Avanti Rajwade, Practicing Company Secretary,
Pune (Peer Review Certificate No. 4654/2023), as
the Secretarial Auditor of the Company.

After recommendation of the Audit Committee,
CS Avanti Rajwade (Membership No. A30219;
Certificate of Practice No. 20728), CS Avanti
Rajwade, Practicing Company Secretary, Pune
(Peer Review Certificate No. 4654/2023) appointed
as Secretarial Auditor of the Company for the

term of Five year (2026-27 to 2030-31) subject to
the approval of the Shareholders in the ensuing
Annual General Meeting.

37. SECRETARIAL AUDITORS’ REPORT:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, CS Avanti Rajwade
(Membership No. A30219; Certificate of Practice
No. 20728), Proprietor of M/s. Avanti Rajwade,
Practicing Company Secretary, Pune, conducted
the Secretarial Audit of the Company for the
financial year ended March 31, 2026.

38. ANNUAL SECRETARIAL COMPLIANCE
REPORT:

Pursuant to Regulation 24A (2) of the SEBI
Listing Regulations read with SEBI Circular No.
CIR/CFD/CMD1/27/2019 dated February 8, 2019
(as amended from time to time), the Annual
Secretarial Compliance Report for the financial
year ended March 31, 2026, issued by CS Avanti
Rajwade (Membership No. A30219; Certificate of
Practice No. 20728), Proprietor of M/s. Avanti
Rajwade, Practicing Company Secretary, Pune,
has been submitted to the Stock Exchanges within
the prescribed timelines.

The Annual Secretarial Compliance Report does
not contain any qualification, reservation or
adverse observation.

39. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Company has an
adequate internal audit system commensurate
with the nature, size and complexity of its business
operations.

M/s. Brjesh S. Chandak 5 Co., Chartered
Accountants (Firm Registration No. 125296W), were
appointed as the Internal Auditor of the Company
for the financial year 2025-26. The Internal Auditor
conducted periodic internal audits during the year
and submitted their reports to the Audit Committee.
The Audit Committee periodically reviewed the
internal audit findings, recommendations and the
corrective actions taken by the Management.

During the year under review, no material
weaknesses or significant deficiencies were observed
in the internal control systems as reported by the
Internal Auditor.

Based on the recommendation of the Audit
Committee, the Board of Directors, at its meeting
held on May 13, 2026, re-appointed M/s. Brjesh
S. Chandak 5 Co., Chartered Accountants (Firm
Registration No. 125296W), as the Internal Auditor
of the Company for the financial year 2026-27.

40. INTERNAL FINANCIAL CONTROLS:

Your Company has an effective internal financial
control system, which is continuously evaluated
by the internal and statutory auditors. The
internal financial controls are designed to ensure
that financial and other records are reliable for
preparing financial information and for maintaining
accountability of assets. All financial and audit
control systems are also reviewed by the Board of
the Company. The Board is of the opinion that the
Company has adequate Internal Financial Controls
with reference to the Financial Statements and that
such controls were operating effectively during the
financial year.

41. REPORTING OF FRAUD:

During the financial year 2025-26, neither the
Statutory Auditors nor the Secretarial Auditor
reported any instance of fraud committed against
the Company by its officers or employees under
Section 143(12) of the Companies Act, 2013.

42. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The particulars of loans given, investments made and guarantees provided by the Company under the
provisions of Section 186 of the Companies Act, 2013 are disclosed in the Standalone Financial Statements
forming part of this Annual Report.

43. PARTICULARS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the financial year 2025-26, no Company became or ceased to be a subsidiary, joint venture or
associate of the Company.

45. CREDIT RATING:

During the year the Company has obtained the following Credit Rating from various rating agencies. The
details are as follows:

The details of credit ratings and revisions made during the financial year are available on the website of the
Company at www.gkenergy.in.

46. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (“ICSI”) and approved by the Central Government under Section 118(10) of the Companies
Act, 2013.

47. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no amounts which were required to be transferred to Investor Education and Protection Fund
(“IEPF”).

48. DETAILS OF THE NODAL OFFICER:

After end of the subsequent financial year, the Board of Directors of the Company in its board meeting
held on August 07, 2026, approved the appointment of Mr. Shubham Suresh Jain, Company Secretary and
Compliance Officer of the Company as the Nodal Officer as per the provisions of IEPF. The details of the

same may be accessed on the Company’s website
at www.gkenergy.in.

49. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards sexual
harassment and is committed to providing a safe
working environment for all its employees. The
Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment
at Workplace in compliance with the provisions of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder. Further, an
Internal Complaints Committee (ICC) has been
constituted to redress complaints relating to sexual
harassment at the workplace. The POSH policy
is available on the Company’s website athttps://
gkenergy.in/wp-content/uploads/2026/07/1.-Policy-
for-Prevention-Prohibition-and-Redressal-of-
Sexual-Harassment-at-Workplace.pdf

The Company is committed to providing equal
opportunities without regard to race, caste, sex,
religion, color, nationality, disability, etc. All women
associate (permanent, temporary, contractual and
trainees), as well as women visiting the Company’s
office premises or women service providers are
covered under this Policy. All employees are
treated with dignity with a view to maintaining a
work environment free from sexual harassment,
whether physical, verbal or psychological.

The following is a summary of sexual harassment
complaints received and disposed of during the
financial year:

50. VIGIL MECHANISM POLICY:

Pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 and Regulation 22 of the SEBI
Listing Regulations, the Company has established
a Vigil Mechanism for Directors and employees
to report genuine concerns relating to unethical
behavior, actual or suspected fraud, unethical

practices or violation of the Company’s Code of
Conduct. The Policy provides adequate safeguards
against victimization of persons who use this
mechanism and provides for direct access to the
Chairperson of the Audit Committee in appropriate
cases. No person has been denied access to the
Chairperson of the Audit Committee.

Further, as required under Regulation 18(3) read
with Part C of Schedule II of the SEBI Listing
Regulations, the Audit Committee reviews the
functioning of the Vigil Mechanism (Whistle blower)
Policy.

The Vigil Mechanism (Whistle blower) Policy is
available on the Company’s website athttps://
gkenergy.in/wp-content/uploads/2026/07/11.-Vigil-
Mechanism-Whistle-Blower-Policy.pdf

During the financial year ended March 31, 2026,
the Company did not receive any complaint under
the Vigil Mechanism (Whistle blower) Policy.

51. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING PRACTICES:

The Company has formulated and adopted
a “Code of Conduct for prevention of Insider
Trading” in accordance with the provisions of the
SEBI (Prohibition of Insider Trading) Regulations,
2015, to regulate, monitor and report trading in
the securities of the Company by the Promoters,
Directors and Designated Persons.

The Code requires pre-clearance for dealing
in the Company’s shares and prohibits the
purchase or sale of Company’s shares by the
Promoters, Directors and the designated persons
while in possession of unpublished price sensitive
information in relation to the Company and during
the period when the Trading Window is closed.
The Code is put on the website of the Company
and can be accessed athttps://gkenergy.in/wp-
content/uploads/2026/01/3.-Code-of-Conduct-for-
Prevention-of-Insider-Trading.pdf .

In Compliance with the abovementioned
Regulations, Structural Digital Database (SDD) was
maintained by the Company in compliance with the
SEBI (Prohibition of Insider Trading) Regulations,
2015 and necessary entries were made to monitor
and record the flow of sharing of UPSI.

All the Directors, employees and connected
persons, including intermediaries and fiduciaries
such as auditors, consultants and other
professionals having access to UPSI, are governed
by the aforesaid Code. The Trading Window is
closed during the declaration of financial results
and on the occurrence of any material event, in
accordance with the provisions of the Code.

52. PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, no application was
made and no proceeding was pending against the
Company under the provisions of the Insolvency
and Bankruptcy Code, 2016.

53. DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOANS
FROM BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF:

The Company has not entered into any one-time
settlement with any Bank or Financial Institution
during the financial year under review. Accordingly,
the disclosure required under Rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014 is not applicable
to the Company.

54. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

During the period under review, no significant or
material orders were passed by any Regulators,
Courts or Tribunals which would impact the going
concern status of the Company or its future
operations.

55. CYBER SECURITY INCIDENT:

Cyber security is essential for any organization to
safeguard its digital assets, information systems
and operational infrastructure from cyber threats,
data breaches, and other security risks. Cyber
security is critical to protect against a constantly
evolving threat landscape, where attackers are
becoming more sophisticated in their tactics,
techniques, and procedures.

The Company has implemented appropriate
cybersecurity measures, including security
solutions and best practices, to strengthen its
cyber security framework. These measures are
extended to the Company’s subsidiary, wherever
applicable, applications and external interfaces.
The Company has also implemented monitoring
mechanisms, including round-the-clock surveillance
arrangements, to identify and respond to potential
threats and protect its networks, endpoints and
other operating environments.

During the financial year under review, there was
no material cyber security incident impacting the
operations or financial position of the Company.

56. MATERIAL DEVELOPMENTS DURING THE
FINANCIAL YEAR 2025-26:

During the financial year 2025-26, the Company
achieved a significant milestone by successfully
completing its IPO and its equity shares were listed
on the Main Board of NSE and BSE on September
26, 2025.

The listing of the Company’s equity shares marks
an important step in the Company’s growth
journey, providing enhanced visibility, access to
capital markets and an opportunity to create long¬
term value for its stakeholders.

Except for the above and as disclosed elsewhere in
this Annual Report, there were no other material
developments during the financial year 2025-26
that had a significant impact on the business
operations, financial position or performance of
the Company.

57. COMPLIANCE OF MATERNITY BENEFIT ACT,
1961:

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961, as
amended by the Maternity Benefit (Amendment)
Act, 2017. All eligible women employees are entitled
to maternity benefits, including paid maternity
leave, as prescribed under the applicable laws.

The Company is committed to providing a safe,
inclusive and supportive workplace for its women
employees and endeavours to facilitate a smooth
transition during and after maternity. No complaints
or grievances relating to maternity benefits were
received during the financial year ended March 31,
2026.

58. GENDER-WISE COMPOSITION OF
EMPLOYEES:

In accordance with the principles of diversity,
equity and inclusion, the Company discloses the
gender-wise composition of its workforce as on
March 31, 2026.

The Company remains committed to promoting
an inclusive workplace culture and providing
equal opportunities to all individuals irrespective of
gender.

59. POLICIES AND DISCLOSURES:

The Company has formulated and adopted various
policies in accordance with the provisions of the

Companies Act, 2013, the SEBI Listing Regulations and other applicable laws. These policies have been
approved by the Board of Directors and are available on the website of the Company.

The details of the policies along with the web links are provided below:

60. GREEN INITIATIVE:

The Company has implemented the “Green
Initiative” to enable electronic delivery of notices,
documents and Annual Reports to its shareholders.
The Annual Report for the financial year 2025¬
26 and the Notice convening the 18^th Annual
General Meeting are being sent electronically to
all members whose email addresses are registered
with the Company or their respective Depository
Participants.

Members may note that the Annual Report for the
financial year 2025-26 and the Notice of the 18^th
Annual General Meeting are also available on the
Company’s website atwww.gkenergy.inand on the
websites of the Stock Exchanges, i.e., BSE Limited
at www.bseindia.comand National Stock Exchange
of India Limited at www.nseindia.com.

The above initiatives are in compliance with the
relevant circulars and guidelines issued by the
Ministry of Corporate Affairs (“MCA”) and the
Securities and Exchange Board of India (“SEBI”)
from time to time.

The Company is providing e-voting facility to
its members to enable them to cast their votes
electronically on all resolutions set out in the Notice
of the 18^th Annual General Meeting, pursuant to
the provisions of Section 108 of the Companies
Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014.
The detailed instructions for e-voting are provided
in the Notice convening the 18^th Annual General
Meeting.

61. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the top 1,000 listed entities based
on market capitalisation as on March 31 of each
financial year are required to include a Business
Responsibility and Sustainability Report (“BRSR”)
as part of their Annual Report.

The Company was listed on the Stock Exchanges on
September 26, 2025. Since the Company was not a
listed entity as on March 31, 2025, the requirement
of submission of BRSR was not applicable to the
Company for the financial year 2025-26.

The Company shall comply with the applicable
provisions from the financial year in which the
requirement becomes applicable based on
SEBI’s criteria. The Company is in the process of
strengthening its systems and processes to ensure
timely, accurate and comprehensive reporting in
line with the BRSR framework prescribed by SEBI.

62. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 134(5) of
the Companies Act, 2013, with respect to Directors’
Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts,
the applicable Accounting Standards have
been followed along with proper explanation
relating to material departures;

b) That they had selected such accounting
policies and applied them consistently, and
made judgements and estimates that are
reasonable and prudent, so as to give a true
and fair view of the state of affairs of the
Company at the end of the financial year and
of the profit and loss of the Company for that
period;

c) That they had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing
and detecting fraud and other irregularities;

d) That they had prepared the annual accounts
on a going concern basis;

e) That they had laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively; and

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

63. GENERAL DISCLOSURE:

Your directors state that no disclosure or reporting
is required in respect of the following matters, as
there were no transactions/events of such nature
during the year under review:

1. Issue of equity shares with differential rights as
to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity
Shares) to employees of your Company under
any scheme

3. Revision of financial statements and Directors’
Report of your Company.

64. ACKNOWLEDGEMENTS:

The Board of Directors takes this opportunity to
place on record its sincere appreciation for the
significant contribution made by the employees
through their dedicated service, commitment and
support towards achieving the goals and vision of
the Company.

The Company has achieved growth through the
competence, hard work, solidarity, cooperation and
support of employees at all levels. The Board also
places on record its sincere appreciation for the
continued support and cooperation received from
the Government authorities, dealers, distributors,
vendors, business associates, customers and
local communities associated with the Company’s
operations.

Your directors also wish to place on record their
gratitude to the Government of India, State
Governments, regulatory authorities, banks,
shareholders and investors for their continued
cooperation, confidence and support extended to
the Company.

The Company looks forward to receiving their
continued support in the future.

For GK ENERGY LIMITED

(Formerly known as GK Energy Private Limited,
GK Energy Marketers Private Limited)

Sd/-

Gopal Rajaram Kabra

Place: Pune Chairman & Managing Director & CEO

Date: August 07, 2026 DIN: 02343128

1

Note: Mr. Subhash Vasant Ghaisas was appointed as a Member of the CSR Committee with effect from
February 13, 2026. Mrs. Chandra Iyengar ceased to be a Member of the Committee consequent upon her
resignation from the Board with effect from February 26, 2026.

The Directors have pleasure in presenting you the 17^th Annual Report together with the
audited Statement of Accounts and the Auditors'' Report of your Company (hereinafter
referred to as “the Company”] for the Financial Year ended March 31^st, March 2025 (“year
under review” or “the financial year”].

FINANCIAL RESULTS:

Summary of financial performance of the Company is as under:

in millions.)

BUSINESS PERFORMANCE:

The Key highlights of Standalone business performance of the company for the
financial year ended March 31, 2025:

• The Company has earned total income of ^ 10,991.82 million for financial year 2024¬
2025 as compared to ^ 4,123.12 million in previous year, thereby registering an
impressive growth of 166.59% over previous year.

• Profit after tax of the Company grew exponentially by 269.14% to ^ 1,332.23 million
for financial year 2024-25 as compared to ^ 360.90 million for previous year.

The Key highlights of Consolidated business performance of the company for the
financial year ended March 31, 2025:

• The Company earned total income of ^ 10,991.76 million for financial year 2024-2025
as compared to ^ 4,123.12 million for financial year 2023-2024 thereby registering an
impressive growth of 166.59% over previous year.

• Profit after tax of the Company grew exponentially by 269.10% to ^ 1,332.09 million
for financial year 2024-25 as compared to ^ 360.90 million for previous year.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of the business of the Company.

SUBSIDIARIES / IOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does have a 100% wholly owned subsidiary company, i.e. GK ENERGY
SOLAR PRIVATE LIMITED (CIN: U27400PN2024PTC235469)

DIVIDEND:

In order to plough back the profits for the business growth and to meet the increasing
requirement for working capital of the Company, board of directors do not recommend
payment of dividend for the financial year ended 31st March, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Since no unclaimed dividend amount is pending with the Company, no amount is
required to be transferred to the Investor Education and Protection Fund.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 75,00,00,000 (Rupees Seventy-Five
Crore only] divided into 37,50,00,000 (Thirty-Seven Crore Fifty Lakhs) Equity Shares of
Rs. 2/- each.

The Paid-Up Share Capital of the Company is Rs. 34,02,75,058 (Rupees Thirty-Four Crores
Two Lakhs Seventy-Five Thousand and Fifty-Eight only] divided into 17,01,37,529
(Seventeen Crores One Lakh Thirty-Seven Thousand Five Hundred and Twenty-Nine]
Equity Shares of Rs. 2/- each.

DETAILS OF ISSUE OF BONUS, BUY BACK, CANCELLATION AND ISSUE OF SHARES
FOR OTHER THAN CASH CONSIDERATION:

The Board of Directors, in its meeting held on November 29, 2024, pursuant to Section 63
of the Companies Act, 2013, approved the issuance of bonus shares in the ratio of 25:1
(25 fully paid-up equity shares of ^ 2/-each for every 1 equity share held], subject to
shareholders approval. The members approved this proposal through a special resolution
at the Extraordinary General Meeting (EGM) held on December 2, 2024. The record date
for determining eligible shareholders was December 6, 2024, and on the same day, the
Board allotted 16,24,98,750 bonus shares.

DETAILS OF ALLOTMENT OF NON-CONVERTIBLE DEBENTURES:

During the financial year ended March 31, 2025, the Company successfully allotted 250
(Two Hundred and Fifty] Non-Convertible Debentures of face value ^ 10,00,000 (1
million] each, aggregating to ^ 25,00,00,000/- (250 million Only] by way of private
placement. The funds raised through this issuance will be utilized for Company''s existing
and future financial requirements to support its business operations, the Company needs
additional funds.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:

Pursuant to a resolution passed by the Board on March 11, 2024, and by our Shareholders
on June 3, 2024, the name of Company was changed from “GK Energy Marketers Private
Limited” to "GK Energy Private Limited” to align the name of Company with our
business activities and the certificate of incorporation pursuant to the change of name of
our Company was issued by the Registrar of Companies, Central Processing Centre on July
20, 2024. Our Company was subsequently converted from a private company to a public
company, pursuant to a resolution passed by the Board on October 9, 2024, and by our
Shareholders on October 19, 2024, consequent to which its name was changed to “GK
Energy Limited” and a fresh Certificate of Incorporation consequent upon conversion to
public company was issued by the RoC on December 2, 2024.

The Company proposes to raise funds through an initial public offering of Equity Shares
and for this purpose Company has filed the Draft Red Herring Prospectus with the
Registrar of Companies, Maharashtra at Pune (“RoC”) and with SEBI and other relevant
authorities, including stock exchanges.

No material changes have occurred between the end of the financial year of the Company
to which the financial statement relates and the date of the report.

TRANSFER TO RESERVES:

The Company has transferred Net Profit of ^ 1,332.23 (^ in million] to accumulated
profit account.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5] of the Act, the Board of Directors of
the Company hereby confirms:

(i) In preparing the annual accounts, the applicable accounting standards and proper
explanations relating to material departures were followed;

(ii) The directors had 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 at the end of the financial
year and the loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis;

(v) Company being unlisted sub clause (e) of Section 134 (3) is not applicable; and

(vi) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year, there was changes occurred in the Board of Directors / Key
Managerial Personnel:

Composition of the Board of Directors of the Company as on 31st March, 2025:

Further,

1. Change of designation of Mr. Gopal Kabra, as a Managing Director of the
company w.e.f. 02^nd December, 2024.

2. Change of designation of Mr. Mehul Ajit Shah, as a Whole-time director and Chief
Operating Officer of the company w.e.f. 02^nd December, 2024.

3. Mrs. Chandra Iyengar, Mr. Susheel Dwarkadasj Bhandari and Mrs. Pooja Pawan
Chandak were appointed as an Independent Director of the company w.e.f. 02 ^nd
December, 2024.

4. Change in designation of Mr. Navaniit Narayandas Mandhaani, from additional
director to director of the company w.e.f. 02^nd December,2024.

5. Mr. Sunil Kamalkishor Malu was appointed as Chief Financial Officer of the
Company w.e.f 09^th October, 2024.

6. Mr. Jeevan Santoshkumar Innani was appointed as Company Secretary of the
Company w.e.f 09^th October, 2024.

MEETINGS OF THE BOARD OF DIRECTORS AND IT''S COMMITTEES:

A. BOARD MEETINGS:

During the financial period under review, the Board of Directors of the Company has duly
met Thirty-One (31] times. The provisions of Companies Act, 2013 were adhered to while

considering the time gap between two meetings. The gap between two Board meetings
did not exceed 120 days. The Board meeting dates and the attendance of members in the
meetings are as under.

B. AUDIT COMMITTEE MEETING:

During the financial year under review, the members of Audit Committee of the
Company have duly met one (1] time on 13/12/2024.

C. EXECUTIVE COMMITTEE:

During the financial year under review, the members of Executive Committee of the
Company have duly met seven (7] time on 31/12/2024, 03/01/2025, 07/01/2025,
14/01/2025, 30/01/2025, 28/02/2025 and 31/03/2025.

CHANGE IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As per the provisions of Companies Act 2013, Mr. Mehul Ajit Shah (DIN: 03508348]
Whole-time director who shall retire by rotation, is proposed to be reappointed at the
ensuing Annual General Meeting of the Company to be held on 2^nd June, 2025.

The Board of Directors of the company is duly constituted and has an optimum
combination of Executive, Non- Executive and Independent Directors including two
women directors. Based on the disclosures as received by the Directors of the company,
pursuant to provisions of Section 164(2] of the Companies Act, 2013, none of the
Directors of the Company are found to be disqualified. I

MEETINGS OF THE MEMBER (EOGM):

During the period under review, the members of the Company has duly met eighth (8]
times on 15/04/2024, 03/06/2024, 28/08/2024, 25/09/2024, 30/09/2024,

03/10/2024, 19/10/2024 and 02/12/2024.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from Independent Directors under
Section 149(7] of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6] of the Companies Act, 2013.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY-
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board, the independent directors possess requisite expertise,
integrity and experience (including proficiency].

LOAN FROM DIRECTORS:

During the financial year under review, the Company has accepted loan from Mr. Gopal
Kabra, Director (DIN: 02343128] of Rs. 0.50 million.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

Appointment of Directors:

The Nomination and Remuneration Committee of the Company after considering the
qualifications, positive attributes, relevant experience and expertise of the person(s) in
the industry wherein the Company operates, recommends the appointment of such
person(s) to the Board of Directors. Subsequent to such recommendation of the
Nomination and Remuneration Committee, the proposal of appointment of such
person(s) as the Directors] of the Company is placed the before the Board of Directors
for discussion and consideration and if thought, such person(s) are appointed as the
Director(s) of the Company pursuant to the applicable provisions of the Companies Act,
2013 and the rules made thereunder and subject to such approvals, consents,
permissions and sanctions, if any.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the
subsequent approval of the shareholders at the General Meeting and such other
authorities, as may be required. The remuneration is decided after considering various
factors such as qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.

Remuneration to Non -Executive Directors:

The remuneration to the Non-Executive Directors can be paid by way of sitting fees for
each meeting of the Board and Committee of Directors attended by them.

INDUSTRIAL RELATIONS:

During the financial year under review the Industrial Relations were continued to be
harmonious and cordial.

INTERNAL FINANCIAL CONTROLS AND ADEQUACY:

The Company''s Internal Financial controls with reference to Financial Statements
designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of Financial Statements for external purposes in accordance with
applicable accounting principles. The company''s Internal Financial controls with
reference to Financial Statements include those policies and procedures that:

1. pertains to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company.

2. provide reasonable assurance that, transactions are recorded as necessary to permit
preparation of Financial Statements in accordance with the Indian Accounting Standards
prescribed under Section 133 of the Companies Act read with (Indian Accounting
Standard] Rules, 2015, as amended (Ind AS) and other accounting principles generally
accepted in India and that receipts and expenditures of the Company are being made in
accordance with authorizations of management and Directors of the Company; and

3. provide reasonable assurance regarding the prevention or timely detection of
unauthorized acquisition, use or disposition of the Company''s assets that could have a
material effect on the Financial Statements.

Board periodically reviews the adequacy of Internal Financial controls. During the year,
such controls were tested, and no reportable material weaknesses were observed.

STATUTORY AUDITORS:

The auditors, M/s. Bharat J Rughani & Co, Chartered Accountants (Firm Reg. No.
101220W], be and are hereby proposed to be appointed as Statutory Auditors of the
Company for the term of five (5] years to hold the office from the conclusion of this Annual
General Meeting till the conclusion of Annual General meeting to be held in the year 2030
covering F.Y. 2025-26 to FY 2029-30.

They have confirmed their eligibility and stated that they are not disqualified for the said
appointment.

INTERNAL AUDITOR:

M/s. Brijesh S. Chandak & Co. (FRN: 125296W] have been appointed as the internal
Auditors of the Company to conduct internal audit of the functions and activities of the
Company.

AUDITORS REPORT:

The auditors'' report does not contain any qualification, reservations or adverse remarks.
During the year under review, the Auditors have not reported any fraud under Section
143(12] of the Companies Act, 2013 and therefore no details are required to be disclosed
under Section 134(3] of the Companies Act, 2013 read with Rules framed there under.

RISK ANALYSIS:

The Company has in place a mechanism to inform the Board members about the Risk
assessment and mitigation plans and periodical reviews to ensure that the critical risks
are controlled by the executive management.

RISK MANAGEMENT POLICY:

Periodic assessments to identify the risk areas are carried out and management is briefed
on the risks in advance to enable the company to control risk through a properly defined
plan. The risks are classified as financial risks, operational risks and market risks. The
risks are taken into account while preparing the annual business plan for the year. The
Board is also periodically informed of the business risks and the actions taken to manage
them. The Company has formulated a policy for Risk management with the following
objectives:

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a “risk” culture that encourages all employees to identify risks and
associated opportunities and to respond to them with effective actions.

• Identify, assess and manage existing and new risks in a planned and coordinated
manner with minimum disruption and cost, to protect and preserve Company''s human,
physical and financial assets.

SECRETARIAL AUDITOR AND ITS REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company has approved the appointment of Nishant Bajaj & Associates,
Practicing Company Secretary (Certificate of Practice No. 21438) as the Secretarial
Auditor of the Company to conduct the Secretarial Audit of records and documents of the
Company for the financial year ended March 31, 2025. The Report of the Secretarial
Auditor is annexed herewith as Annexure III. There are no qualifications, reservations,
adverse remarks or disclaimers in their Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the financial year under review, the Company has given corporate
guarantee/deposit in GK Energy Solar Private Limited, a wholly owned subsidiary of the
Company, for business operations, setting up of solar module manufacturing line or any
other business requirements as determined by the management of the subsidiary in
compliance with the provisions of the section 179 and 186 of the Companies Act, 2013.

For further disclosures / details, kindly refer Note No. 61 of the Standalone Financial
Statement for the financial year 2024-25.

Except above, during the financial year under review, there were no loans, securities,
guarantees or investments made by the Company under Section 186 of the Companies
Act, 2013.

ANNUAL RETURN:

A copy of Annual Return made as at 31st March, 2025 will be placed on the Company''s
website after conclusion of the ensuing annual general meeting and can be accessed by
using the link https://gkenergy.in/

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

The Company has entered into the transactions as defined under Section 188 of the
Companies Act, 2013 with the related parties as defined under Section 2 (76] of the
Companies Act, 2013. Further, all the transactions entered with the related parties are in
the ordinary course of the business and on the arm''s length basis. The necessary details
of transaction entered with the related parties are attached herewith in Form No. AOC-2
for your kind perusal and information as (Annexure II].

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In compliance with section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy] Rules, 2014, the Company has framed Corporate Social
Responsibility (CSR) policy.

Annual report on CSR Activities is annexed as Annexure IV and forms part of this
Director''s Report.

DEPOSITS:

The Company has not accepted any deposits covered under Chapter V of the Companies
Act, 2013 during the period ended March 31, 2025.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As the Company is not involved in any manufacturing activity, most of the information as
required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts] Rules, 2014 are not applicable. However, the Company continues
to use latest technology and equipment''s, making all efforts to conserve energy,
technology absorption, adoption and innovation.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign exchange earnings and Outgo:

Value of Imports : Nil

Expenditure in Foreign Currency : Nil

Value of Imported Raw Material : Nil

Foreign Exchange Earnings during the year : Nil

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS:

There were no significant and material orders passed by the regulators or Courts or
Tribunals impacting the going concern status and the company''s operations in future.

DISCLOSURES UNDER THE COMPANIES (APPOINTMENT & REMUNERATION OF
MANAGERIAL REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

The Company being unlisted Company the disclosure in terms of Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel] Rules, 2014 is not applicable
and hence not required to be disclosed.

MAINTENANCE OF COST RECORDS:

During the financial year under review, cost audit was not applicable to the Company.

STATUS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings made or pending under the Insolvency and Bankruptcy
Code, 2016.

THE DETAILS OF DIFFERNCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTELMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

During the Financial year under review, no such event has been occurred. Hence, the
disclosure relating to the same is not applicable to the Company.

ONE TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there were no instances of any one/time settlement with
any banks or financial institutions.

AUDIT COMMITTEE:

Pursuant to Section 177 of the Companies Act, 2013 the Audit Committee of the Company
is comprised of 3 (Three] directors. The Board has accepted all the recommendations of
the Audit Committee.

The below table sets out the composition of the Audit Committee as at end of the financial
year under review:

Terms of Reference:

• Recommend the board for appointment, remuneration and performance,
appointment of auditors;

• Review and monitor the auditor''s independence and performance and
effectiveness of audit process;

• Examine the financial statement and auditor report;

• Reviewing, with the management, the quarterly, half yearly and annual financial
statements before submission to the Board for approval;

• Approval of the disclosure of the key performance indicators to be disclosed in the
offer documents in relation to the initial public offering of the equity shares of the
Company;

• Approve or modify transactions with related parties;

• Scrutiny of inter-corporate loans and investments;

• Evaluate of internal financial control and risk management systems;

• Valuation of assets of the Company, wherever it is necessary;

• Monitoring the end use of funds raised through public offers and related matters;

• Reviewing the adequacy of internal audit function, if any, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the Board;

• Discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern;

• Looking into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends]
and creditors;

• Reviewing the functioning of the whistle blower mechanism;

• Approval of the appointment of the Chief Financial Officer of the Company (“CFO”]
(i.e., the whole-time finance director or any other person heading the finance
function or discharging that function and who will be designated as the CFO of the
Company] after assessing the qualifications, experience and background, etc., of
the candidate;

• Carrying out any other functions as provided under or required to be performed
by the audit committee under the provisions of the Companies Act, the SEBI Listing
Regulations and other applicable laws;

• To formulate, review and make recommendations to the Board to amend the Audit
Committee charter from time to time;

• Establishing a vigil mechanism for directors and employees to report their genuine
concerns or grievances

• Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee;

• Reviewing the utilization of loans and/or advances from/investment by the
holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset
size of the subsidiary, whichever is lower including existing loans / advances /
investments existing as per the SEBI Listing Regulations;

• Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the Company and its shareholders; an

• Such roles as may be specified by the Board from time to time or prescribed under
the Companies Act, the SEBI Listing Regulations or other applicable laws.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178(1] of the Companies Act, 2013 the Nomination and

Remuneration Committee of the Company comprises of 3 (three] directors.

The below table sets out the composition of the Committee as at end of the financial

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The terms of reference of Nomination and Remuneration Committee shall, inter-alia,

include the following:

• To identify persons who are qualified to become directors and laid down criteria
to senior management, recommend board their approval and removal and shall
carryout evaluation of every director''s performance.

• To recommend to the board for appointment and removal of Key Managerial
Personnel, Senior Management.

• To specify the manner for effective evaluation of performance of Board, its
committees and individual Directors to be carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency
and review its implementation and compliance.

• To formulate the criteria for determining qualifications, positive attributes and
independence of a director.

• To recommend to the board a policy, relating to the remuneration for the directors,
key managerial personnel and other employees.

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors of the Company and who
may be appointed in senior management in accordance with the criteria laid down,
and recommend to the Board their appointment and removal. The Company shall
disclose the remuneration policy and the evaluation criteria in its annual report;

• Analysing, monitoring and reviewing various human resource and compensation
matters;

• Determining the Company''s policy on specific remuneration packages for
executive directors including pension rights and any compensation payment, and
determining remuneration packages of such directors

• Recommending to the Board the remuneration, in whatever form, payable to the
senior management personnel and other staff (as deemed necessary];

• Reviewing and approving compensation strategy from time to time in the context
of the then current Indian market in accordance with applicable laws;

• Determining whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance evaluation of
independent directors;

• Perform such functions as are required to be performed by the compensation
committee under the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity] Regulations, 2021, as amended;

• Construing and interpreting the employee stock option scheme/plan approved by
the Board and shareholders of the Company in accordance with the terms of such
scheme/plan (“ESOP Scheme”] and any agreements defining the rights and

obligations of the Company and eligible employees under the ESOP Scheme, and
prescribing, amending and/or rescinding rules and regulations relating to the
administration of the ESOP Scheme, if any;

• Engaging the services of any consultant/professional or other agency for the
purpose of recommending compensation structure/policy;

• Framing suitable policies, procedures and systems to ensure that there is no
violation of securities laws, as amended from time to time;

• Performing such other activities as may be delegated by the Board of Directors
and/or are statutorily prescribed under any law to be attended to by the
Nomination and Remuneration Committee;

• Such terms of reference as may be prescribed under the Companies Act, the SEBI
Listing Regulations, or other applicable laws.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178(5] of the Companies Act, 2013 the Stakeholders'' Relationship
Committee of the Company comprises of 3 (three] directors.

The below table sets out the composition of the Committee as at end of the financial year
under review:

Terms of Reference:

The terms of reference of Stakeholders'' Relationship Committee, inter-alia, include the
following:

• Redressal of all security holders'' and investors'' grievances including complaints
related to transfer/transmission of shares, non-receipt of share certificates and review
of cases for refusal of transfer/transmission of shares and debentures, non-receipt of
declared dividends, non-receipt of annual reports, issue of new/duplicate certificates,
etc., and assisting with quarterly reporting of such complaints;

• Reviewing of measures taken for effective exercise of voting rights by shareholders;

• Investigating complaints relating to allotment of shares, approval of transfer or
transmission of shares, debentures or any other securities;

• Giving effect to all transfer/transmission of shares and debentures, dematerialisation
of shares and re-materialisation of shares, split and issue of duplicate/consolidated
share certificates, compliance with all the requirements related to shares, debentures
and other securities from time to time;

• Reviewing the measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the Company;

• To formulating procedures in line with the statutory guidelines to ensure speedy
disposal of various requests received from shareholders from time to time;

• To approving, registering, refusing to register transfer or transmission of shares and
other securities;

• To giving effect to dematerialisation of shares and re-materialisation of shares, sub¬
dividing, consolidating and/or replacing any share or other securities certificate^] of
the Company, compliance with all the requirements related to shares, debentures and
other securities from time to time;

• To reviewing the adherence to the service standards by the Company with respect to
various services rendered by the registrar and transfer agent of the Company and to
recommend measures for overall improvement in the quality of investor services; and
carrying out such other functions as may be specified by the Board from time to time
or specified/provided under the Companies Act, the SEBI Listing Regulations, or any
other applicable laws.

RISK MANAGEMENT COMMITTEE:

Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements] Regulations, 2015, as amended (“SEBI Listing Regulations”],
and the applicable rules, regulations, guidelines and circulars promulgated thereunder
and as amended, and the uniform listing agreements to be entered into between the
Company and the respective stock exchanges on which its equity shares are proposed to
be listed. The Risk Management Committee of the Company comprises of 3 (three]
directors.

The below table sets out the composition of the Committee as at end of the financial year
under review:

• To formulate a detailed risk management policy;

• To ensure that appropriate methodology, processes and systems are in place to
monitor and evaluate risks associated with the business of the Company;

• To monitor and oversee implementation of the risk management policy, including
evaluating the adequacy of risk management systems;

• To periodically review the risk management policy, at least once in two years,
including by considering the changing industry dynamics and evolving complexity;

• To keep the board of directors informed about the nature and content of its
discussions, recommendations and actions to be taken;

• To keep the board of directors informed about the nature and content of its
discussions, recommendations and actions to be taken;

• To set out risk assessment and minimization procedures and the procedures to
inform the Board of the same;

• To frame, implement, review and monitor the risk management policy for the
Company and such other functions, including cyber security;

• To review the status of the compliance, regulatory reviews and business practice
reviews;

• To review and recommend the Company''s potential risk involved in any new
business plans and processes;

• The appointment, removal and terms of remuneration of the Chief Risk Officer (if
any] shall be subject to review by the Risk Management Committee;

• To perform such other activities as may be delegated by the board of directors
and/or prescribed under any law to be attended to by the Risk Management
Committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per Section 135 of the Companies Act, 2013 (including any statutory modification^]
or re-enactment thereof, for the time being in force, collectively the “Companies Act”],
including the rules framed thereunder, the Corporate Social Responsibility Committee of
the Company be and is hereby reconstituted as under:

• To formulate and recommend to the board, a corporate social responsibility policy
which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII of the Companies Act and the rules made thereunder and make any
revisions therein as and when decided by the Board;

• To identify corporate social responsibility policy partners and corporate social
responsibility policy programmes;

• To recommend the amount of expenditure to be incurred for the corporate social
responsibility activities and the distribution of the same to various corporate social
responsibility programmes undertaken by the Company;

• To formulate the annual action plan of the Company;

• To delegate responsibilities to the corporate social responsibility team and
supervise proper execution of all delegated responsibilities;

• To review and monitor the implementation of corporate social responsibility
policy, corporate social responsibility programmes and issuing necessary
directions as required for proper implementation and timely completion of
corporate social responsibility programmes;

• To perform such other duties and functions as the Board may require the corporate
social responsibility committee to undertake to promote the corporate social
responsibility activities of the Company and exercise such other powers as may be
conferred upon the CSR Committee in terms of the provisions of Section 135 of the
Companies Act, as amended or other applicable laws.

IPO COMMITTEE:

For the purpose of giving effect to the Offer and listing the Equity Shares on one or more
of the stock exchanges, a committee of the Board named the “IPO Committee” be and is
hereby constituted consisting of the following, namely:

• To decide, negotiate and finalize, in consultation with the book running lead
managers appointed in relation to the Offer (the “BRLMs”], on the size, timing
(including opening and closing dates], pricing and all the terms and conditions of
the Offer and transfer of the Equity Shares pursuant to the Offer, including without
limitation the number of the Equity Shares to be issued or offered pursuant to the
Offer (including any reservation, green shoe option and any rounding off in the
event of any oversubscription], price and any discount as allowed under applicable
laws that may be fixed, price band, allocation/allotment to eligible persons
pursuant to the Offer, including any anchor investors, any rounding off in the event
of any oversubscription, to permit existing shareholders to sell any Equity Shares
held by them, determined in accordance with the applicable law, and to accept any
amendments, modifications, variations or alterations thereto;

• To make applications to seek clarifications and obtain approvals and seek
exemptions from, where necessary, the stock exchanges, the SEBI, the relevant
Registrar of Companies, the Reserve Bank of India and any other governmental or
statutory/regulatory authorities as may be required in connection with the Offer
and accept on behalf of the Board such conditions and modifications as may be
prescribed or imposed by any of them while granting such approvals, permissions
and sanctions and wherever necessary, incorporate such modifications /
amendments / alterations / corrections as may be required in the draft red herring
prospectus, the red herring prospectus and the prospectus;

• To invite the existing shareholders of the Company to participate in the Offer by
offering for sale the Equity Shares held by them at the same price as in the Offer;

• All actions as may be necessary in connection with the Offer, including extending
the Bid/Offer period, revision of the Price Band, allow revision of the Offer portion
in case the selling shareholder decides to revise it, in accordance with the
applicable Law;

• To determine the amount, the number of Equity Shares, terms of the issue of the
equity shares, the categories of investors for the Pre-IPO Placement, if any
including the execution of the relevant documents with the investors, in
consultation with the BRLMs, and rounding off, if any, in the event of
oversubscription and in accordance with Applicable Laws;

• To appoint and enter into arrangements with the BRLMs and other parties and in
consultation with the BRLMs, appoint and enter into agreements with other
intermediaries, including, underwriters to the Offer, syndicate members to the
Offer, brokers to the Offer, advisors to the Offer, bankers to the Offer, escrow
collection bank(s) to the Offer, registrars to the Offer, sponsor bank, refund bank(s)
to the Offer, share escrow agent, public issue account bank(s) to the Offer, the
monitoring agency, advertising agencies, legal counsel, chartered engineer and any
other agencies or persons or intermediaries (including any replacements] to the

Offer and to negotiate and finalise and amend the terms of their appointment,
including but not limited to execution of the BRLMs'' mandate letter, negotiation,
finalisation, execution and, if required, amendment of the Offer agreement with the
BRLMs and the selling shareholder and the underwriting agreement with the
underwriters;

• To negotiate, finalise, settle, execute and deliver or arrange the delivery of Offer
agreement, registrar agreement, syndicate agreement, underwriting agreement,
advertising agency agreement, cash escrow and sponsor bank agreement, share
escrow agreement, monitoring agency agreement and all other documents, deeds,
agreements, memorandum of understanding, and any notices, supplements and
corrigenda thereto, as may be required or desirable and other instruments
whatsoever with the registrar to the Offer, legal advisors, auditors, Stock
Exchanges, BRLMs and any other agencies/intermediaries in connection with the
Offer with the power to authorise one or more officers of the Company to negotiate,
execute and deliver all or any of the aforestated documents;

• To decide in consultation with the BRLMs on the size, timing, pricing, discount,
reservation and all the terms and conditions of the Offer, including the price band,
bid period, Offer price, and all the terms and conditions of the Offer and transfer of
the Equity Shares pursuant to the Offer, including without limitation the number
of the Equity Shares to be issued or offered pursuant to the Offer (including any
reservation, green shoe option and any rounding off in the event of any
oversubscription], price and any discount as allowed under applicable laws that
may be fixed, price band, allocation/allotment to eligible persons pursuant to the
Offer, including any anchor investors, any rounding off in the event of any
oversubscription, to permit existing shareholders to sell any Equity Shares held by
them, determined in accordance with the applicable law, and to accept any
amendments, modifications, variations or alterations thereto and to accept any
amendments, modifications, variations or alterations thereto;

• To finalise, settle, approve, adopt, deliver and arrange for, in consultation with the
BRLMs, submission of the draft red herring prospectus (“DRHP”], the red herring
prospectus (“RHP”] and the prospectus (including amending, varying or modifying
the same, as may be considered desirable or expedient], the abridged prospectus,
the preliminary and final international wrap and any amendments, supplements,
notices or corrigenda thereto for the issue of Equity Shares including incorporating
such alterations/corrections/modifications as may be required by SEBI, Registrar
of Companies, or any other relevant governmental and statutory authorities or in
accordance with all Applicable Laws;

• To approve the relevant restated financial statements to be issued in connection
with the Offer;

• To approve and adopt any pro forma financial information in connection with the
Offer;

• To seek, if required, the consent and waiver of the lenders of the Company, its
subsidiaries and other consolidated entities, industry data providers, parties with
whom the Company has entered into various commercial and other agreements,
including without limitation customers, suppliers, strategic partners of the
Company, all concerned government and regulatory authorities in India or outside
India, and any other consents that may be required in relation to the Offer or any
actions connected therewith;

• To open and operate bank account(s] of the Company in terms of the cash escrow
and sponsor bank agreement, as applicable and to authorise one or more officers
of the Company to execute all documents/deeds as may be necessary in this regard;

• To determine the utilization of proceeds of the fresh issue of Equity Shares by the
Company and accepting and appropriating proceeds of the fresh issue in
accordance with the applicable laws;

• To decide the total number of Equity Shares to be reserved for allocation to eligible
categories of investors, if any;

• To authorise and approve, in consultation with the BRLMs, incurring of
expenditure and payment of fees, commissions, brokerage, remuneration and
reimbursement of expenses in connection with the Offer;

• To approve code of conduct as may be considered necessary or as required under
Applicable Laws for the Board, officers of the Company and other employees of the
Company;

• To authorise any concerned person on behalf of the Company to give such
declarations, affidavits, certificates, consents and authorities as may be required
from time to time in relation to the Offer;

• To approve suitable policies in relation to the Offer as may be required under
Applicable Laws;

• To approve any corporate governance requirement that may be considered
necessary by the Board or the IPO Committee or as may be required under
Applicable Laws or the listing agreement to be entered into by the Company with
the relevant stock exchanges, in connection with the Offer;

• To take all actions as may be necessary and authorised in connection with the offer
for sale and to approve and take on record the approval of the selling
shareholder^] for offering their Equity Shares in the offer for sale and the transfer
of Equity Shares in the offer for sale;

• To make applications to the Stock Exchanges for in-principle and final approval for
listing of its equity shares and to execute and to deliver or arrange the delivery and
file such papers and documents with the Stock Exchanges, including a copy of the
DRHP filed with the Securities Exchange Board of India, as may be required for the
purpose;

• To issue notices or advertisements in such newspapers and other media as it may
deem fit and proper in consultation with the relevant intermediaries appointed for
the Offer and in accordance with the SEBI ICDR Regulations, Companies Act, 2013,
as amended and other applicable law;

• To authorise and approve notices, advertisements in relation to the Offer in
consultation with the relevant intermediaries appointed for the Offer in
accordance with the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements] Regulations, 2018, as amended (“SEBI ICDR
Regulations”), Companies Act, 2013, as amended and other applicable laws;

• To open and operate bank accounts of the Company in terms of Section 40(3] of
the Companies Act or as may be required by the regulations issued by SEBI and to
authorise one or more officers of the Company to execute all documents/deeds as
may be necessary in this regard;

• To determine and finalise the bid opening and bid closing dates (including bid
opening and closing dates for anchor investors], floor price/price band for the
Offer, the Offer price for anchor investors, approve the basis for
allocation/allotment and confirm allocation/allotment of the Equity Shares to
various categories of persons as disclosed in the DRHP, the RHP and the
prospectus, in consultation with the BRLMs and the Selling Shareholders (to the
extent applicable] and do all such acts and things as may be necessary and
expedient for, and incidental and ancillary to the Offer including any alteration,
addition or making any variation in relation to the Offer;

• To issue receipts/allotment letters/confirmation of allocation notes either in
physical or electronic mode representing the underlying Equity Shares in the
capital of the Company with such features and attributes as may be required and
to provide for the tradability and free transferability thereof as per market
practices and regulations, including listing on the Stock Exchanges, with power to
authorise one or more officers of the Company to sign all or any of the afforested
documents;

• To withdraw the DRHP or the RHP or not to proceed with the Offer at any stage, if
considered necessary and expedient, in accordance with Applicable Laws;

• To make applications for listing of Equity Shares on the Stock Exchanges and to
execute and to deliver or arrange the delivery of necessary documentation to the
Stock Exchanges and to take all such other actions as may be necessary in
connection with obtaining such listing, including, without limitation, entering into
the listing agreements;

• To do all such deeds and acts as may be required to dematerialise the Equity Shares
and to sign and/or modify, as the case may be, agreements and/or such other
documents as may be required with National Securities Depository Limited,
Central Depository Services (India] Limited, registrar and transfer agents and such
other agencies, as may be required in this connection with power to authorise one
or more officers of the Company to execute all or any of the afore-stated
documents;

• To do all such acts, deeds, matters and things and execute all such other documents,
etc., as it may, in its absolute discretion, deem necessary or desirable for the Offer,
in consultation with the BRLMs, including without limitation, determining the
anchor investor portion and allocation to anchor investors, finalising the basis of
allocation and allotment of Equity Shares to the successful allottees and credit of

Equity Shares to the demat accounts of the successful allottees in accordance with
Applicable Laws;

• To settle all questions, difficulties or doubts that may arise in regard to the Offer,
including such issues or allotment of the Equity Shares as aforesaid in consultation
with the BRLMs and matters incidental thereto as it may deem fit and to delegate
such of its powers as may be deemed necessary and permissible under Applicable
Laws to the officials of the Company and to do all such acts and deeds in connection
therewith and incidental thereto, as the Committee may in its absolute discretion
deem fit;

• To take such action, give such directions, as may be necessary or desirable as
regards the Offer and to do all such acts, matters, deeds and things, including but
not limited to the allotment of Equity Shares against the valid applications received
in the Offer, as are in the best interests of the Company;

• To make any alteration, addition, or variation in relation to the Offer, in
consultation with the BRLMs or SEBI or such other authorities as may be required,
and without prejudice to the generality of the aforesaid, decide the Offer structure,
the exact component of shares to be issued in relation to the Offer;

• To negotiate, finalise, settle, execute and deliver any and all other documents or
instruments and doing or causing to be done any and all acts or things as the IPO
Committee may deem necessary, appropriate or advisable in order to carry out the
purposes and intent of the foregoing or in connection with the Offer and any
documents or instruments so executed and delivered or acts and things done or
caused to be done by the IPO Committee shall be conclusive evidence of the
authority of the IPO Committee in so doing;

• To submit undertaking/certificates or provide clarifications to the Securities and
Exchange Board of India, the Registrar of Companies and the stock exchanges
where the Equity Shares are proposed to be listed;

• To authorise any officers (the “Authorised Officers”), for and on behalf of the
Company, to negotiate, finalize, execute, deliver and terminate, on a several basis,
any agreements and arrangements as well as amendments or supplements thereto
that any such Authorised Officer considers necessary, desirable or advisable, in
connection with the Offer, including, without limitation, engagement letter(s),
memoranda of understanding, the uniform listing agreements with the relevant
stock exchanges, the registrar''s agreement, the depositories agreements, the offer
agreement with the selling shareholders and the BRLMs (and other entities as
appropriate), the underwriting agreement, the share escrow agreement, the
syndicate agreement, the cash escrow and sponsor bank agreement, confirmation
of allocation notes, the advertisement agency agreement, [and any agreement or
document in connection with any Pre-IPO Placement (including any placement
agreement, escrow agreement and Offer documentation)], with, and to make
payments to or remunerate by way of fees, commission, brokerage or the like or
reimburse expenses incurred in connection with the Offer by the BRLMs, syndicate
members, placement agents, registrar to the Offer, bankers to the Offer,
underwriters, escrow agents, accountants, auditors, legal counsel, depositories,
credit rating agencies, advertising agencies, monitoring agencies, and all such
persons or agencies as may be involved in or concerned with the Offer; and any
such agreements or documents so executed and delivered and acts and things done
by any such Authorised Officer shall be conclusive evidence of the authority of the
Authorised Officer and the Company in so doing;

• To delegate any of its powers set out hereinabove, as may be deemed necessary
and permissible under applicable laws to the officials of the Company;

• To take all other actions as may be necessary in connection with the Offer.

EXECUTIVE COMMITTEE:

For the purpose of efficient management of day-to-day affairs of the Company, a
committee of the Board named the “Executive Committee” be and is hereby constituted
consisting of the following, namely:

Terms of Reference:

• To implementing the company''s strategic goals and business plans as approved by
the Board of Directors;

• To monitoring and adjusting operational plans to ensure alignment with the
overall strategy;

• To overseeing daily operations and ensuring efficiency in processes, resource
allocation, and productivity;

• To opening or closing of bank account/s in routine course of business (excluding
taking/accepting any fresh borrowings which shall be within the power of the
board);

• To applying for any new tender/s or submission of expression of interest in regular
course of business;

• To granting authority to submit Bid Documents, represent the Company in all
tender-related matters, including execution, signing, and any other necessary
actions on its behalf.

• To issue corporate guarantee on behalf of the Company in favor of GK Energy Solar
Private Limited, a wholly owned subsidiary for the loans to be availed.

• To negotiate, accept, finalize, accept fresh loans and close the sanction of loans,
credit facilities with Banks and Financial Institutions.

• To applying for any fresh business or statutory registration/empanelment or
modifications in existing business or statutory registration/empanelment;

• To addressing operational challenges and implementing corrective actions where
necessary;

• To reviewing financial performance, budgets, and forecasts to ensure financial
health;

• To approving expenditures, investments, and other financial transactions within
their authority;

• To ensuring compliance with regulatory and legal requirements;

• To negotiating, approving and signing contracts, agreements and other documents
in ordinary course of business (other than purchase/sale of immovable property];

• To acquisition/disposal of fixed assets in ordinary course of business (other than
purchase/sale of immovable property];

• To providing bank guarantees as part of tender process in ordinary course of
business;

• To investment in bank fixed deposits (with scheduled banks], debt mutual funds or
other investments (other than direct equity investments, equity mutual fund
investments or investments in instruments of similar nature];

• To making key decisions on operational issues that do not require Board approval;

• To setting and monitoring performance targets for departments and business
units;

• To acting as a bridge between the Board of Directors and the operational teams;

• To providing regular updates to the Board on company performance, challenges,
and key initiatives;

• To leading by example to promote a positive organizational culture;

• To ensuring talent development, succession planning, and employee engagement.

BOARD''S EVALUATION ON ITS OWN, COMMITTEES AND INDIVIDUAL DIRECTOR''S
PERFORMANCE:

The Board has evaluated the performance of its own, committees and individual
director''s performance as per criteria specified in this regard.

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

The Company has a policy against sexual harassment and a formal process for dealing
with complaints of harassment or discrimination. The Company seeks to ensure that all
such complaints are resolved within defined timelines. During FY2023/24, the Company
has not received any complaints. The Company has conducted awareness sessions on
prevention of sexual harassment for its employees. A brief detail is as under.

VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism / Whistle Blower Policy, to provide a formal
mechanism to the directors and employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee. During the financial year under review, the company
has not received any complaints under the said mechanism.

SECRETARIAL STANDARDS:

During the year under review, the Company has generally observed all applicable
secretarial standards as specified by the Institute of Company Secretaries of India and
notified by the Central Government.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor
have reported to the Audit Committee, under Section 143(12] of the Act, any instances of

fraud committed against the Company by its officers or employees, hence, there is nothing
to be mentioned in the Board''s report in this regard.

ACKNOWLEDGEMENTS:

The Board expresses its whole/hearted appreciation to its employees, customers,
bankers, suppliers and other stakeholders for their commitment and support to the
furtherance of business goals and for their efforts in rendering high standards of service
to the Company''s clients.

For & On behalf of Board of Directors
GK Energy Limited

(Formerly known as GK Energy Marketers Private Limited,

GK Energy Private Limited]

GOPAL «T''^d SHAH D„tally _sla„ed by

RAJARAM RAJARAM KABRA MFHI II ^{SHAH MEHUL AJIT}

Date: 2025.07.07 ^MEHUL ^ 2025.07.07

KABRA 19:03:52 05''30'' AJIT 19:03:30 05''30''

Gopal Kabra Mehul Ajit Shah

Managing Director Whole Time Director

DIN: 02343128 DIN: 03508348

Date: 26/04/2025
Place: Pune