GK Energy Ltd

To,

THE MEMBERS,

GK ENERGY LIMITED

(Formerly known as GK Energy Marketers Private Limited,

GK Energy Private Limited)

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 inancial performance of the Company is as under:

( in millions.)

BUSINESS PERFORMANCE:

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

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

Pro it after tax of the Company grew exponentially by 269.14% to 1,332.23 million for inancial year 2024-25 as compared to 360.90 million for previous year.

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

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

Pro it after tax of the Company grew exponentially by 269.10% to 1,332.09 million for inancial 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 / JOINT 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 inancial 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 inancial 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 certi icate 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 Certi icate 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 iled 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 inancial year of the Company to which the inancial statement relates and the date of the report.

TRANSFER TO RESERVES:

The Company has transferred Net Pro it of 1,332.23 ( in million) to accumulated pro it account.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Act, the Board of Directors of the Company hereby con irms: (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 inancial year and the loss of the Company for that period;

(iii) The directors had taken proper and suf icient 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 inancial 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 inancial 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 inancial 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 disquali ied.

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 quali ications, 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 Director(s) 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 quali ication, experience, performance, responsibilities shouldered, industry standards as well as inancial 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 inancial 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 ive (5) years to hold the of ice 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 con irmed their eligibility and stated that they are not disquali ied 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 quali ication, 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 de ined plan. The risks are classi ied as inancial 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

De ine 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 inancial 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 (Certi icate 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 inancial year ended March 31, 2025. The Report of the Secretarial Auditor is annexed herewith as Annexure III. There are no quali ications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the inancial 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 inancial year 2024-25. Except above, during the inancial 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 de ined under Section 188 of the Companies Act, 2013 with the related parties as de ined 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:

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.

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 year under review:

Terms of Reference:

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, subdividing, consolidating and/or replacing any share or other securities certificate(s) 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:

Terms of Reference

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(s) 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:

Terms of Reference:

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:

Terms of Reference:

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(s) 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.

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 speci ied by the Institute of Company Secretaries of India and noti ied 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 of icers 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.