GVK Power & Infrastructure Ltd Directors Report

Dear Stakeholders,

Your Directors present the 30th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2024 for your approval.

Financial Results

Following is the summaryofStandaloneandconsolidatedfinancialresults of the Company including its subsidiaries, associate and joint ventures.

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Financial Performance
Operational Incomes	760	1,000	108,014	212,036
EBIDTA	364	(74)	92,664	131792
Other Income	1,208	786	7,499	5,870
Finance Costs	-	-	53,373	107,371
Depreciation	11	11	22,702	39,974
Exceptional item (net)	-	-	-	324,200
Impairment of Deemed investment	2,284	-	-	-
Share of loss of jointly controlled entity	-	-	(71)	(225)
Profit / (Loss) from ordinary activities	(1,451)	701	24,017	314,292
Profit/(Loss) before tax	(1,451)	701	24,017	314,292
Tax expense/(credit)	343	55	2,896	7,184
Profit/(Loss) for the period from continuing operations	-	-	21,121	307,108
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	(1,794)	646	21,121	307,108
Other comprehensive (expense)/income -
		-	90	(39)
Continuing operations
Other comprehensive (expense)/income -
		-	-	-
Discontinuing operations
Total other comprehensive (expense)/income	(1,794)	646	90	(39)
Total comprehensive (expense)/income for the period	-	-	21,121	307,069
Owners of the company	-	-	2,128	2,43,839
Non controlling interests	-	-	19,083	63,230
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	(0.11)	0.04	0.13	15
- Discontinuing operations		-		-
- Total operations	(0.11)	0.04	0.13	15
Financial Position:
Fixed Assets (Net of depreciation)	23	46	351,308	373,433
Cash and Bank balance	3,936	4,676	50,458	50,808
Net current assets	(14,497)	(5,757)	(1,39,219)	(1,16,128)
Total Assets	263,959	256,554	780,922	768,937
Equity	15,792	15,792	15,792	15,792
Other equity	69,711	71,505	(134,041)	(130,924)
Net worth	85,503	87,297	56,277	45,301
Market Capitalisation	153,973	32,690	153,973	32,690

Our consolidated total income for the year stood at Rs. 108,014 Lakhs compared to Rs. 212,036 Lakhs in the previous year. The net profit after tax, share of profit from associate, share of profit from joint venture and non-controlling interest stood at Rs. 21,121 Lakhs as against net profit of Rs. 307,108 Lakhs in theprevious year.

Dividend

The Board of Directors of your Company has not recommended any dividend for the FY 2023-24

Transfer to Reserves

During FY 2023-24, 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, 2024 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 Mr. G Narender, a Practicing Company Secretary confirming compliance with the conditions of the to the Directors Report.

Subsidiaries and Consolidated Financial Statements

As on March 31, 2024 your Company has 7 direct Subsidiaries, 8 step down subsidiaries as per Companies Act, 2013.

During the period under review, GVK Airports International PTE LTD, the wholly owned subsidiary of the Company have been struck off from the register of Accounting and Corporate Regulatory Authority of Singapore with effect from 4th September, 2023, accordingly it is no more the subsidiary of the company

Scheme of Amalgamation

On 31-03-2022, the Company had duly filed all the requisite documents with NCLT, Hyderabad Bench for its approval to a Scheme of Amalgamation for amalgamation of the following companies with GVK Power & Infrastructure Limited.

A. GVK Airport Services Pvt Ltd B. GVK Power (Khadur Sahib) Pvt Ltd C. GVK Shivpuri Dewas Expressway Pvt Ltd. D. Sutara Roads & Infra Ltd

Further, due to the inordinate delay that has taken place in getting NCLT approvals for the said scheme, it was decided to withdraw the scheme and the withdrawal decision has been communicated to NCLT.

During the year, there has been no material change in the nature of the business of the Company. Details of the subsidiaries of the Company and their business operations during the year under review are covered in the Management Discussion and Analysis Report. A statement containing salient features of the financial statement of these companies as required to be provided under section 129(3) of the Act, are enclosed herewith in the specified form, as Annexure A. Accordingly, this annual report does not contain the reports and other statements of the subsidiary companies. Any member intends to have a certified copy of the Balance Sheet and other financial statements of these subsidiaries may write to the Company Secretary. These documents are available for inspection during business hours at the registered office of the Company and that of the respective subsidiary companies. The Policy for determining material subsidiaries as approved may be accessed on the Companys website at the link: https://www.gvk.com/files/investorrelations/ investors/corpgovernance/policy_ for_determining_material_subsidiaries_gvk_pil.pdf.

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, Dr. GVK Reddy, Chairman & Non-executive Director of the Company will retire by rotation at this ensuing Annual General Meeting and being eligible, your Board recommends his re- appointment. Chairman being a Non-Executive Director, the Board of your Company has an optimum mix of Executive, Non-Executive and Independent Directors which is in compliance with the Companies Act, 2013 read with the SEBI (LODR) Regulations, 2015, as amended.

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

During the year under review, Mr. P V Rama Seshu, Company Secretary & Compliance Officer of

Company with effect from 1st September, 2023 and Mr. T Ravi Prakash has been appointed as Company Secretary and Compliance Officer of the Company from 1st September 2023.

During the year under review, Mr. A Issac George, Whole-time Director & CFO of the Company resigned from the Company with effect from 31st August, 2023 and Mr. Sanjeev Kumar Singh has been appointed as CFO of the Company with effect from 26th September, 2023

Declaration by Independent Directors

Each of the Independent Directors have given a declaration to the Company that they meet the criteria of independence as required under section 149(7) of the Companies Act, 2013 read with amended Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. An exclusive meeting of the Independent Directors of the Company has been held on 27th March, 2024 which was attended by all the Independent Directors. They have reviewed the performance of the non-independent directors and the Board as a whole, performance of chairperson and quality of information to the Board as provided under Schedule IV of the Companies Act, 2013. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors have formulated and adopted a policy on appointment / remuneration of directors including criteria for determining qualifications, positive attributes, independence of the Directors and other matters. This policy also covers the performance evaluation of all directors, Board, Committees and Key Managerial Personnel.

The Company has adopted a program on familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of business and the industry in which the Company operates among other things. The same is put up on the website of the Company at the link https://www.gvk.com/files/investor relations/investors/corpgovernance/ Familiarisation_Programme_for_Independent_Directors.pdf

Evaluation of Board

Board evaluation is in line with the Corporate Governance Guidelines of the Company. Annual Performance Evaluation was conducted for all directors along with the working of the Board and its Committees. This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in consonance with Guidance Note on Board Evaluation issued by SEBI in January 2017.

The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings. Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to whole-time director, etc. Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organizations strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Nomination & Remuneration Committee and the Board duly evaluates the performance of every director. The

Board has received improved ratings on its overall effectiveness, including higher rating on Board communication, relationships and Board Committees. The Board has also noted areas requiring more focus in the future.

Policy on Directors Appointment and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management

Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. Salient features of the Remuneration Policy is set out in the Corporate Governance Report. The Remuneration Policy is available on the Companys website at https://www.gvk.com/files/investorrelations/investors/ corpgovernance/Remuneration-

Policy.pdf.

Board Meetings

During the year 2023-24, Five Board Meetings were held, the details of which are given in the Corporate Governance Report.

Board Committees

All Committees of the Board of Directors are in line with the provisions of the Companies Act, 2013 and the applicable SEBI (LODR)

Regulations, 2015, as amended

Audit Committee

The Audit Committee as on 31st March 2024 comprises of Mr. Anil Kumar Reddy, Mr. Anumolu Rajasekhar and Ms Rama Rao as members and all of whom are Independent Directors. All the periodic recommendations made by the Audit Committee were accepted by the Board.

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 Companys internal financial controls were adequate and effective during the financial year 2023-24. 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 accountsforthefinancialyear ended March 31, 2024, 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, 2024 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, 2024 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 Mr. G Narender of Narender & Associates, a firm of Practicing Company Secretaries, 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.

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.

Managements response on the qualifications made by the Statutory Auditors in their Audit Reports

The Managements 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 28-05-2024 while announcing the audited financial statements for the FY ended 31-03-2024.

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 arms 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 Boards 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, 2024 is available on the Companys 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 Companys 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 toreportanyfraudulentfinancialor other information to the stakeholders, and any conduct that results in violation of the Companys 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 employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Audit Committee periodically reviews the functioning of this mechanism. No personnel of the Company was denied access to the Audit Committee.

Corporate Social Responsibility

Since, there are no adequate average net profits during theprecedingthreefinancialyears, there are no specific funds that are 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 2023-24 (Rs In lakhs)	% Increase in Remuneration in the Financial year 2023-24	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
2. P V Prasanna Reddy Whole Time Director				Other than CS (Upto August 31, 2023) and
3. A Issac George (upto August 31, 2023) Whole-time Director & CFO				CFO (from September 26, 2023) no other
4. Sanjeev Kumar Singh (From Sepetember 26, 2023) CFO	87.39			KMP or any Director is being paid any remuneration.
5. P V Rama Seshu (upto August 31, 2023) Company Secretary	58.43			Hence not applicable
4. T Ravi Prakash (w.e.f. September 1, 2023 Company Secretary

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 Companys 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

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 : 14th November, 2024	Non-Executive Chairman
	Annual Report 2023-24
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