GVK Power & Infrastructure Ltd Directors Report

Our consolidated total income for the year stood at Rs. 8,053 Lakhs compared to Rs. 80,216 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.(138,269) Lakhs as against net profit of Rs. 59,766 Lakhs in the previous year.

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 Honble National Company Law Tribunal (NCLT), Hyderabad Bench.

The CIRP was initiated on a petition filed by IDBI Bank Limited for default of 1,106.78 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 Honble 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

The Board of Directors of your Company has not recommended any dividend for the FY 2025-26

During FY 2025-26, there are no funds that are required to be transferred to Reserves.

The paid up equity share capital of the Company as on March 31,2026 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.

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.

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 Ms. Neha Pamnani, a Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance is annexed to the Directors Report.

As on March 31,2026 your Company has 6 direct Subsidiaries, 8 step down subsidiaries as per Companies Act, 2013

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 & Director of the Company will retire by rotation at this ensuing Annual General Meeting and being eligible, your Board recommends his re- appointment. Mr. P V Prasanna Reddy, Whole-time Director of the company is being considered for re-appointment for a period of three years with effect from 14th November, 2026

There is no change in Key managerial Personnel during the period under review.

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, 2026 is not applicable to our Company during the period under review.

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.

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.

During the year 2025-26, Four Board Meetings were held, the details of which are given in the Corporate Governance Report

The 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.

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.

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 2025-26. 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, 2026, 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 31,2026 and of the profit or loss of the Company for the said period;

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

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.

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.

The Board recommends the re-appointment of M/s. T R Chadha & Co. LLP as Statutory Auditors of the Company for a further term, subject to the approval of the Members at the ensuing Annual General Meeting.

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.

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 29-05-2026 while announcing the audited financial statements for the FY ended 31-03-2026.

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.

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. 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.

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, 2026 is available on the Companys website and can be accessed at www.gvk.com

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.

During the year under review, your Company has neither invited nor accepted any deposits from the public.

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 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.

Since, there are no adequate average net profits during the preceding three financial years, 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

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.

• Mr. Sathish Kumar Gupta, Resolution Professional, was paid professional fees amounting to Rs.60 lakh during the financial year 2025-26.

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.

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.

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.

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.

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

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

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.