Dear Stakeholders,
Your Directors present the 31st Annual Report of the Company along with
the Audited Financial Statements for the financial year ended March 31, 2025 for your
approval.
Financial Results
Following is the summary of Standalone and consolidated financial
results of the Company including its subsidiaries, associate and joint ventures.
(Rs. Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Financial Performance |
|
|
|
|
| Operational Incomes |
150 |
760 |
80,216 |
108,014 |
| EBIDTA |
(319) |
(364) |
65,930 |
92,664 |
| Other Income |
367 |
1,208 |
7,669 |
7,499 |
| Finance Costs |
- |
- |
42,449 |
53,373 |
| Depreciation |
6 |
11 |
22,449 |
22,702 |
| Exceptional item (net) |
- |
- |
56,341 |
- |
| Impairment of Deemed investment |
5 |
2,284 |
- |
- |
| Share of loss of jointly controlled entity |
- |
- |
- |
(71) |
| Profit / (Loss) from ordinary activities |
37 |
(1,451) |
65,227 |
24,017 |
| Profit/(Loss) before tax |
37 |
(1,451) |
65,227 |
24,017 |
| Tax expense/(credit) |
69 |
343 |
5,461 |
2,896 |
| Profit/(Loss) for the period from continuing operations |
- |
- |
59,766 |
21,121 |
| Profit/(Loss) before Tax for the period from discontinuing
Operations |
- |
- |
- |
- |
| Tax expense of discontinuing operations |
- |
- |
- |
- |
| Profit/(Loss) for the period from discontinuing operations |
|
|
- |
- |
| Profit / Loss for the Period |
(32) |
(1,794) |
59,761 |
21,121 |
| Other comprehensive (expense)/income - Continuing operations |
|
- |
(5) |
90 |
| Other comprehensive (expense)/income - Discontinuing
operations |
- |
- |
(5) |
90 |
| Total other comprehensive (expense)/income |
(32) |
(1,794) |
(5) |
90 |
| Total comprehensive (expense)/income for the period |
- |
- |
59,761 |
21,121 |
| Owners of the company |
- |
- |
56,512 |
2,128 |
| Non controlling interests |
- |
- |
3,249 |
19,083 |
| EPS (Rupees): |
|
|
|
|
| Weighted Average no. of Equity Shares |
1,57,92,10,400 |
1,57,92,10,400 |
1,57,92,10,400 |
1,57,92,10,400 |
| Basic and Diluted earnings per share in Rs |
|
|
|
|
| - Continuing operations |
(0.00) |
(0.11) |
3.58 |
0.13 |
| - Discontinuing operations |
|
|
|
|
| - Total operations |
(0.00) |
(0.11) |
3.58 |
0.13 |
| Financial Position: |
|
|
|
|
| Fixed Assets (Net of depreciation) |
17 |
23 |
329,069 |
351,308 |
| Cash and Bank balance |
2,737 |
3,936 |
35,185 |
50,458 |
| Net current assets |
(14,454) |
(14,497) |
(218,958) |
(1,39,219) |
| Total Assets |
128,340 |
263,959 |
516,906 |
780,922 |
| Equity |
15,792 |
15,792 |
15,792 |
15,792 |
| Other equity |
69,679 |
69,711 |
(77,529) |
(134,041) |
| Net worth |
85,471 |
85,503 |
116,810 |
56,277 |
| Market Capitalisation |
58,430 |
153,973 |
58,430 |
153,973 |
GVK Power & Infrastructure Limited
Our consolidated total income for the year stood at Rs. 80,216 Lakhs
compared to Rs. 108,014 Lakhs in the previous year. The net profit after tax, share of
profit from associate, share of profit from joint venture, Exceptional items and
non-controlling interest stood at Rs. 59,766 Lakhsasagainstnetprofit 21,121 Lakhs in the
previous year. of Rs.
Admission of GVK Energy Limited into Corporate Insolvency Resolution
Process
Members may please note that GVK Energy Limited, a wholly owned
subsidiary of the Company, has been admitted into the Corporate Insolvency Resolution
Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 pursuant to the order dated
May 6, 2025 passed by the Hon'ble National Company Law Tribunal (NCLT), Hyderabad
Bench.
The CIRP was initiated on a petition filed by IDBI Bank Limited for
default of1,106.78 Crore in respect of corporate guarantee obligations extended by GVK
Energy Limited for loans sanctioned to GVK Power (Goindwal Sahib) Limited, a fellow group
company.
Upon default by GVK Goindwal, IDBI Bank invoked the guarantee which GVK
Energy Limited was unable to honour.
The Hon'ble NCLT has appointed Mr. Venkata Chalam Varanasi as the
Resolution Professional (RP) to manage the affairs of GVK
Energy Limited in terms of the Code. The outcome of the CIRP
proceedings will be intimated in due course.
Dividend
The Board of Directors of your Company has not recommended any dividend
for the FY 2024-25
Transfer to Reserves
During FY 2024-25, there are no funds that are required to be
transferred to Reserves.
Share Capital
The paid up equity share capital of the Company as on March 31, 2025 is
Rs. 157.92 Crore. There was no public issue, rights issue, bonus issue or preferential
issue etc., during the year. The Company has not issued any shares with differential
voting rights, sweat equity shares nor has it granted any stock options during the year
under review.
Management Discussion and Analysis
The Management Discussion and Analysis Report highlighting the industry
structure and developments, opportunities and threats, future outlook, risks and concerns
etc. is furnished separately and forms part of this Annual Report.
Corporate Governance
As in the past, your Company continues to follow best of Corporate
Governance policies. As stipulated under the requirements of the Listing Regulations, a
report on Corporate Governance is appended for the information of the Members. A
Certificate from compliance with the conditions of the Corporate Governance is
Ms.NehaPamnani,aPracticingCompanySecretaryconfirming annexed to the Directors Report.
Subsidiaries and Consolidated Financial Statements
As on March 31, 2025 your Company has 7 direct Subsidiaries, 8 step
down subsidiaries as per Companies Act, 2013
Directors
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with the Articles of Association of the Company and Regulation 36(3) of Listing
Regulations, 2015, G V Sanjay Reddy, Director of the Company will retire by rotation at
this ensuing Annual General Meeting and being eligible, your Board recommends his re-
appointment.
Further, Mr. Anumolu Rajasekhar, Independent Director of the Company
resigned from the Board with effect from 25th April, 2024 and Mr. N Anil Kumar Reddy, Ms
Rama Rao & Mr Ilyas Ghulam Hussain Ghouse resigned from the Board with effect from 4th
October,
2024.
Key Managerial Personnel
There is no change in Key managerial Personnel during the period under
review.
Declaration by Independent Directors
During the year under review, all the Independent Directors of the
Company have resigned from the Board. Consequently, as on the date of this Report, the
Company does not have any Independent Director on its Board. Hence Declaration by
Independent Directors for the year ended 31st March, 2025 is not applicable to our Company
during the period under review.
Evaluation of Board
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company is required to carry out an annual evaluation of its own
performance, that of its committees and individual Directors.
However, pursuant to the commencement of the Corporate Insolvency
Resolution Process (CIRP) of the Company under the provisions of the Insolvency and
Bankruptcy Code, 2016 ("IBC"), the powers of the Board of Directors have been
suspended and are being exercised by the Resolution Professional. Accordingly, the
evaluation of the Board, its committees and individual Directors has not been carried out
for the year FY 2024-25.
Policy on Director's Appointment and Remuneration
In terms of Section 178 of the Companies Act, 2013, the Company has in
place a policy on appointment and remuneration of Directors, Key Managerial Personnel and
Senior Management. However, pursuant to the commencement of the Corporate Insolvency
Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016, the powers of
the Board of Directors stand suspended and are being exercised by the Resolution
Professional. Accordingly, the policy on appointment and remuneration of Directors is
presently not operative during the CIRP period.
Board Meetings
During the year 2024-25, Four Board Meetings were held, the details of
which are given in the Corporate Governance Report
Board he Board of Directors had constituted various Committees in
compliance with the provisions of the Companies Act, 2013 and the applicable SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
However, pursuant to the commencement of the Corporate Insolvency
Resolution Process (CIRP) of the Company under the Insolvency and Bankruptcy Code, 2016,
the powers of the Board of Directors and its Committees stand suspended and are being
exercised by the Resolution Professional.
Audit Committee
As per Regulation 15(2A) of Chapter IV of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
LODR Regulations"), the provisions specified under Regulation 17
(relating to the Board of Directors) shall not be applicable during the insolvency
resolution process of a listed entity. Accordingly, the roles and responsibilities of the
Board as specified under Regulation 17 shall be discharged by the RP for the duration of
the CIRP.
Consequently, the Audit Committee, Nomination and Remuneration
Committee, and other committees of the Board shall remain inoperative/not applicable
during the tenure of the CIRP.
Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal and
secretarial auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate and effective during the
financial year 2024-25. However, the auditors have qualified their opinion for operating
effectiveness over internal financial controls over use of assumptions for analysis for
asset impairments.
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013, with respect to the Directors' Responsibilities Statement, it is hereby
confirmed that;
i) in the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable Accounting Standards have been followed along with
proper explanations relating to material departures;
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 as at March 31, 2025
and of the profit or loss of the Company for the said period;
iii) that the directors had taken proper and sufficientcare for the
maintenance of adequate accounting records in accordance the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
iv) the directors had prepared the annual accounts for the financial
year ended March 31, 2025 on a "going concern" basis;
v) they have laid down internal financial controls in the Company that
are adequate and were operating effectively and
vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are operating effectively.
Secretarial Auditors
The Board had appointed Ms. Neha Pamnani, Practicing Company Secretary,
to carry out the Secretarial Audit under the provisions of Section 204 of the Companies
Act, 2013 and the Rules made thereunder. The report of the Secretarial Auditor in Form
MR-3 is enclosed to this report as Annexure B. The Secretarial Auditor Report does
not contain any qualification, reservation or adverse remarks.
GVK Power & Infrastructure Limited
Statutory Auditors
Pursuant to the Notification issued by the Ministry of Corporate
Affairs on 7th May, 2018, amending section 139 of the Companies Act, 2013, the mandatory
requirement for ratification of appointment of Auditors by the Members at every AGM has
been omitted and hence your Company has not proposed any such a ratification, at the
forthcoming AGM.
Cost Records
Your Company is not required to maintain cost audit records for any of
the services of the Company as per Section 148(1) of the Act.
Management's response on the qualifications made by the Statutory
Auditors in their Audit Reports
The Management's response on the qualifications made by the
Statutory Auditors in their respective audit report on the Standalone Financial Statements
and the Consolidated Financial Statements are appended hereto as Annexure 1 & 2 to the
Board report which were already reported to the stock exchanges and made available to
public on 30-05-2025 while announcing the audited financial statements for the FY ended
31-03-2025.
Particulars of Loans, Guarantees or Investments
Particulars of loans and guarantees given, investments made and
securities provided under Section 186 of the Companies Act, 2013 are given under the Notes
to the financial statements and forms part of this Annual Report.
Contracts and Arrangements with the Related Parties
All the related party transactions that were entered during the
financial year were on an arm's length basis and were in the ordinary course of
business. These transactions are placed before the Audit Committee and the Board for their
prior approvals. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on a materiality of related party transactions.
The policy on related party transactions is available on our website under the following
link https://www.gvk.com/files/investorrelations/
investors/corpgovernance/relatedpartytransactionpolicy.pdf The Company has not entered
into any transactions with any person or entity belonging to the Promoter / Promoter Group
holding 10% or more shareholding in the Company.
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2, is
appended as Annexure C to the Board's report.
Annual Return
Pursuant to the provisions of Section 92(3) and Section 134(3) of the
Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended from time to time, the Annual
Return of the Company as on 31st March, 2025 is available on the Company's website
and can be accessed at www.gvk.com
Internal Financial Control Systems and their adequacy
The Management continuously reviews the internal control systems and
procedures for the efficient conduct of the Company's business. The Company adheres
to the prescribed guidelines with respect to the transactions, financial reporting and
ensures that all its assets are safeguarded and protected against losses. The Internal
Auditor of the Company conducts the audit on regular basis and the Audit Committee
periodically reviews internal audit reports and effectiveness of internal control systems.
Public Deposits
During the year under review, your Company has neither invited nor
accepted any deposits from the public.
Vigil Mechanism/Whistle Blower Policy
In terms of section 177(9) & (10) of the Companies Act, 2013 read
with Regulation 22 of the Listing Regulation a Vigil Mechanism for Directors and employees
to report genuine concerns has been established by the Board along with the whistle blower
policy. The Vigil Mechanism and whistle blower policy have been uploaded on the website of
the Company. The same can be accessed at the link
https://www.gvk.com/files/investorrelations/investors/corp
governance/Whistle-Blower-Policy.pdf Under this policy, your Company encourages its
employees to report any fraudulent financial or other information to the stakeholders, and
any conduct that results in violation of the Company's code of business conduct, to
the management (on an anonymous basis, if employees so desire). Further, your Company has
prohibited discrimination, retaliation or harassment of any kind against any employees
who, based on the employee's reasonable belief that such conduct or practice have
occurred or are occurring, reports that information or participates in the investigation.
Corporate Social Responsibility
Since, there are no adequate average net profits during the preceding
three financial years, there are no specific funds required to be set aside and spent by
the Company during the year under review towards CSR obligations. Members can access the
CSR Policy on the website of the Company at link
https://www.gvk.com/files/investorrelations/investors/corpgovernance/ CSR_ Policy_final_
copy.pdf
Particulars of employees and related disclosures
During the year under review, none of the employees are in receipt of
remuneration which is in excess of the limits as specified in Rules 5(2) and 5(3) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended
from time to time.
Disclosures relating to remuneration and other details as required
under Section 197(12) read with Rule 5(1) of Companies (Appointment & Remuneration of
Managerial personnel) Rules, 2015.
| Name of the Director/ KMP and Designation |
Remuneration of Director/KMP for financial
year 2024-25 (Rs In lakhs) |
% Increase in Remuneration in the Financial
year 2024-25 |
Ratio of remuneration of each director/
median remuneration of employees |
Comparison of the Remuneration of the KMP
against the performance of the Company |
| 1. Dr. GVK Reddy Chairman |
|
|
|
Other than CFO no other KMP or any Director is being paid any
remuneration. |
| 2. P V Prasanna Reddy Whole Time Director |
|
|
|
|
| 3. Sanjeev Kumar Singh CFO |
9.00 (w.e.f. July 2024) |
|
|
|
| 4. T Ravi Prakash Company Secretary |
|
|
|
Hence not applicable |
Particulars regarding Conservation of energy, Research and Development
and Technology Absorption
Details of steps taken by your Company to conserve Energy, Research and
Development and Technology Absorption have been disclosed as part of the MD&A Report.
Foreign exchange earnings and Outgo
In accordance with the provisions of Section 134(3) (m) of the
Companies Act, 2013, read with the Rule 5 of the Companies
(Accounts) Rules, 2014, the information relating to foreign exchange
earnings and outgo is provided under Notes to the Balance Sheet and Profit and Loss
Account.
Material Changes and Commitments Affecting the Financial Position of
the Company
There have been no material changes and commitments, affecting the
financial position of the Company which occurred between the end of the financial year to
which the financial statements relate and the date of this report.
Details of Significant and Material Orders Passed by the
regulators/Courts/Tribunals Impacting the
Going Concern Status and the Company's Operations in Future
There are no significant and material orders passed by the
Regulators/Courts/Tribunals which would impact the going concern status of the Company and
its future operations.
Reporting of frauds by Auditor
During the year under review, neither the statutory auditor nor the
secretarial auditor has reported any instance of fraud committed against the Company by
its officers or employees under Section 143(12) of the Companies Act, 2013.
Further, M/s. T R Chadha & Co LLP, Statutory Auditors of the
Company have submitted the Statement on impact of Audit qualification for Standalone and
consolidated financials with a disclaimer of opinion
Information Required under Sexual Harassment of Women at Work place
(Prevention, Prohibition &
Redressal) Act, 2013
Your Company has a policy and framework for employees to report sexual
harassment complaints at workplace and its process ensures complete anonymity and
confidentiality of information. Ethics Committee of the Company monitors the complaints,
if any, which are dealt with in compliance of this policy. During the year under review,
there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website
of the Company at https://www.gvk.com/investorrelations/ investors/otherdisclosures.aspx
GVK Power & Infrastructure Limited
Acknowledgements
Your Directors take this opportunity to thank every shareholders,
suppliers, bankers, business partners/ associates, financial institutions and Central and
State Governments for their consistent support and encouragement to the Company. I am sure
you will join our Directors in conveying our sincere appreciation to all employees of the
Company and its subsidiaries and associates for their hard work and commitment. Their
dedication and competence has ensured that the Company continues to be a significant and
leading player in the Infrastructure industry.
|
For and on behalf of the Board of Directors |
| Place : Hyderabad |
Dr GVK Reddy |
| Date : 13th August, 2025 |
Non-Executive Chairman |