Dear Members,
Your directors are pleased to present the 11th (Eleventh) Annual Report on the business and operations of K2 Infragen Limited (the Company) together with the Audited Financial Statements (Consolidated and Standalone) for the financial year ended March 31, 2026 (financial year under review).
(Amount in ? Lakhs)
| Particulars | Standalone Year ended 31-03-2026 | Standalone Year ended 31-03-2025 | Consolidated Year ended 31-03-2026 | Consolidated Year ended 31-03-2025 |
| Total Revenue | 18,467.61 | 14,661.19 | 18,524.43 | 14,680.83 |
| Total Expenditure | 17,239.62 | 13,355.95 | 17,289.17 | 13,374.64 |
| Share of profit / (loss) of an associate | - | - | (12.78) | (10.72) |
| Profit / (Loss) Before Tax | 1,652.50 | 1,497.34 | 1,649.02 | 1,487.10 |
| Less: Current Tax | 444.56 | 366.90 | 444.56 | 366.90 |
| Deferred Tax (including earlier year taxes) | (125.01) | (34.11) | (125.01) | (34.11) |
| Profit / (Loss) after Taxation | 1,332.95 | 1,164.55 | 1,329.47 | 1,154.31 |
| Earnings per Equity Share - Basic | 10.58 | 9.25 | 10.53 | 9.16 |
| Earnings per Equity Share - Diluted | 10.58 | 9.25 | 10.53 | 9.15 |
The Standalone Revenue from the operations (net) for the Financial Year 2025-26 was ?18,467.61 Lakhs (Previous year ?14,661.19 Lakhs). The company earned Net Profit of ?1,332.95 Lakhs (Previous Year ?1,164.55 Lakhs). The Earning per share was ?10.58.
The Consolidated Revenue from the operations (net) for the Financial Year 2025-26 was ?18,524.43 Lakhs (Previous Year ?14,680.83 Lakhs). The company earned Consolidated Net Profit ?1,329.47 Lakhs (Previous Year ?1,154.31 Lakhs). The Consolidated Earning per share was ?10.53.
The previous year figures have been restated, rearranged, regrouped and consolidated, to enable comparability of the current year figures of accounts with the relative previous years figures.
During the year under review company has adopted Indian Accounting Standards (Ind AS).
During the year under review, the Company recorded a Total Income of ?18,892.12 Lakhs against a Total Expenditure of ?17,239.62 Lakhs, yielding a Profit Before Tax of ?1,652.50 Lakhs. The tax expense for the period comprised Current Income Tax of ?444.56 Lakhs and Deferred Tax (inclusive of earlier years) of ?125.01 Lakhs, culminating in a Net Profit After Tax of ?1,332.95 Lakhs.
Your directors continue to drive proactive measures to optimize operations and accelerate the Companys sustainable business growth.
Pursuant to Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, there was no change in the nature of the business of the Company during the Financial Year ended March 31, 2026. The Company continues to operate in the engineering, procurement, and construction (EPC) and infrastructure services domain.
During the Financial Year under review, there was no change in the capital structure of the Company. The share capital of the Company as on March 31, 2026, stood as under:
Authorized Share Capital
The Authorised Capital of the Company is ?14,00,00,000/- (Rupees Fourteen Crores only) divided into 1,40,00,000 Equity Shares of ?10/- each.
Issued, Subscribed & Paid-up Capital
The Issued, Subscribed and Paid-up Capital of the Company is ?12,61,83,940/- (Rupees Twelve Crores Sixty-One Lakhs Eighty-Three Thousand Nine Hundred Forty only) divided into 1,26,18,394 Equity Shares of ?10/- each.
During the year under review:
A) Issue of Equity Shares with Differential Rights - The Company has not issued any Equity Shares with differential rights during the year under review.
B) Issue of Sweat Equity Shares - The Company has not issued any Sweat Equity Shares during the year under review.
C) Issue of Bonus Shares - The company has not issued any Bonus Shares during the year under review.
D) Employee Stock Option Scheme (ESOP) - During the year under review there is no employee stock option scheme approved.
E) Issue of Debentures/Bonds/Warrants or Any Non-convertible Securities: During the year under review, the Company has not issued any debentures, bonds, warrants or any nonconvertible securities. As on date, the Company does not have any outstanding debentures, bonds, warrants or any nonconvertible securities.
The Equity Shares of the Company are listed on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge) under the scrip symbol K2INFRA. The Company has paid the annual listing fees to the National Stock Exchange of India Limited for the Financial Year 2025-26.
M/s KFin Technologies Limited, Registrar and Share Transfer Agent registered with SEBI (Registration No.INRO00000221), acts as the Registrar and Share Transfer Agent (RTA) of the Company pursuant to Regulation 7 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to Section 29 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, and Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the equity shares of the Company are compulsorily traded in dematerialised form.
The Company has established connectivity with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), under International Securities Identification Number (ISIN) INE0DEZ01013.
As on March 31, 2026, the Issued, Subscribed, and Paid-up Equity Share Capital of the Company stood at ?12,61,83,940/- divided into 1,26,18,394 Equity Shares of face value of ?10/- each.
During the Financial Year under review, the Company successfully facilitated the dematerialisation of the balance 4,86,239 Equity Shares that were previously held in physical mode. Consequently, as on March 31, 2026, 100% of the Paid-up Equity Share Capital of the Company is held in dematerialised form.
The Company maintains an official website at ., which provides information relating to the Company, its business activities, services, corporate profile, and other statutory and regulatory disclosures, as applicable from time to time.
Pursuant to Section 134(3)(k) of the Companies Act, 2013, the Board of Directors has not recommended any dividend for the year ended March 31, 2026, with a view to conserving internal accruals for business growth and operational commitments.
During the financial year under review, the Company has proposed to transfer an amount of ?1,332.95 Lakhs to the General Reserve out of the profits of the Company for the financial year ended 31 March 2026.
Subsequent to the close of the financial year ended March 31, 2026, and up to the date of this Report, the Company incorporated a new subsidiary company, namely K2IL Bhongir Private Limited, on July 29, 2026.
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed above and elsewhere in this Report, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year to which these financial statements relate (March 31, 2026) and the date of this Boards Report.
In accordance with the provisions of Section 134(5) of the Act, your Directors confirm that:
a) in the preparation of the annual accounts, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) The directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
As on March 31, 2026, the Board of Directors of the Company comprised nine (9) Directors, consisting of four (4) Executive Directors, two (2) Non-Executive Directors, and three (3) Independent Non-Executive Directors (including a total of two women directors across the Board).
The composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2026, was as follows:
| S. No. | Name of Director/KMP | Designation/Category | DIN | Date of Appointment |
| 1 | Mr. Pankaj Sharma | Managing Director | 03318951 | 14/02/2018 |
| 2 | Ms. Priya Sharma | Executive Director | 02743915 | 27/10/2016 |
| 3 | Mr. Naresh Kumar | Executive Director | 09163376 | 23/08/2024 |
| 4 | Mr. Vikas Lakhanpal | Executive Director | 11366501 | 05/11/2025 |
| 5 | Mr. Rajesh Tiwari | Non-Executive Director | 06947965 | 05/03/2015 |
| 6 | Mr. Neeraj Kumar Bansal | Non-Executive Director | 02526757 | 01/02/2022 |
| 7 | Mr. Ajai Kumar Singh Chauhan | Independent Non-Executive Director | 08863524 | 10/10/2023 |
| 8 | Ms. Shipra Sharma | Independent Non-Executive Director | 08926052 | 10/10/2023 |
| 9 | Mr. Sagar Bhatia | Independent Non-Executive Director | 10366005 | 07/11/2023 |
| 10 | Ms. Priyanka Pareek | CFO | - | 27/09/2023 |
| 11 | Ms. Jyoti Pulyani | Company Secretary & Compliance Officer | - | 30/04/2025 |
During the Financial Year under review, the following appointments, re-designation, and cessations took place:
1. Appointments:
Ms. Jyoti Pulyani (M.No.55697) was appointed as Company Secretary and Compliance Officer of the company w.e.f. 30.04.2025.
Mr. Vikas Lakhanpal (DIN: 11366501) was appointed as an Additional Director (Executive Category) pursuant to Section 161(1) of the Companies Act, 2013, with effect from November 05, 2025, to hold office up to the date of the ensuing Annual General Meeting. Further, pursuant to Sections 196, 197, 198, and 203 read with Schedule V to the Act, the Board also approved his appointment as Whole-Time Director for a period of 5 (five) years commencing from November 05, 2025, subject to the approval of the Members at the ensuing Annual General Meeting.
2. Re-designation:
Mr. Devender Kumar Valecha (DIN: 06847789) was re-designated from Executive Director to Non-Executive Director with effect from May 29, 2025.
3. Cessations/Resignations:
Ms. Jyoti Lakra (M.No.37300) resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 25.04.2025.
Mr. Devender Kumar Valecha (DIN: 06847789) resigned from the Board as a Non-Executive Director with effect from August 04, 2025 (close of business hours), due to his pre-occupations.
Between the close of the financial year (March 31, 2026) and the date of this Report, the following changes occurred in the composition of the Board:
| S. No. | Name of Director | DIN | Designation /Category | Nature of Change | Effective Date |
| 1 | Ms. Shipra Sharma | 08926052 | Independent Non-Executive Director | Resignation | May 19, 2026 |
| 2 | Mr. Neeraj Kumar Bansal | 02526757 | Non-Executive Director | Resignation | June 16, 2026 |
| 3 | Mr. Vikas Lakhanpal | 11366501 | Additional (Whole-Time Director) | Resignation | July 15, 2026 |
| 4 | Mr. Naresh Kumar | 09163376 | Executive Director | Resignation | September 02, 2026 |
Subsequent to the financial year end, Mr. Vikas Lakhanpal resigned w.e.f. July 15, 2026 due to personal pre-occupations. Consequently, no resolution for his regularisation/appointment is placed before the ensuing AGM. The Board places on record its appreciation for his services.
In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Rajesh Tiwari (DIN: 06947965), Non-Executive Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, recommends his re-appointment, and the same is included in the notice of the ensuing Annual General Meeting.
Further, sub-section (13) of Section 149 of the Act provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to the Independent Directors. Hence, none of the Independent Directors will retire by rotation at the ensuing Annual General Meeting.
The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013, and the rules framed thereunder. In the opinion of the Board, all Independent Directors fulfill the conditions of independence specified under the Act and possess the requisite integrity, expertise, and experience (including proficiency). The Independent Directors have also confirmed that they are registered with the Independent Directors Data Bank maintained by the Indian Institute of Corporate Affairs (IICA) pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Separate Meeting of Independent Directors:
Pursuant to Schedule IV to the Companies Act, 2013, a separate meeting of the Independent Directors was held on March 21, 2026, without the presence of Non-Independent Directors and members of the management. The Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson of the Company, and assessed the quality, quantity, and timeliness of flow of information between the Company management and the Board.
During the financial year ended March 31, 2026, Seven (7) meetings of the Board of Directors were convened and held in accordance with the provisions of the Companies Act, 2013 and Secretarial Standard-1 (SS-1). The intervening gap between any two consecutive Board meetings was within the maximum stipulated period of 120 days as prescribed under Section 173(1) of the Companies Act, 2013, Secretarial Standard-1 (SS-1) issued by the ICSI, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In respect of all above meetings, proper notices were given, and the proceedings were properly recorded and the Minutes Book maintained for the purpose. All the recommendations of the Committee meetings were duly accepted by the Board.
A. Details of Meetings of Board of Directors:
| Sr. No | Date of meeting | Board Strength | No. of Directors attended |
| 1 | 30-04-2025 | 9 | 5 |
| 2 | 29-05-2025 | 9 | 8 |
| 3 | 27-08-2025 | 8 | 7 |
| 4 | 10-10-2025 | 8 | 4 |
| 5 | 05-11-2025 | 8 | 5 |
| 6 | 14-11-2025 | 9 | 9 |
| 7 | 19-02-2026 | 9 | 5 |
B. Details of Committee Meetings:
| Committee Name | Sr. No | Date of meeting | Committee Strength | No. of Members attended |
| Audit Committee | 1 | 29-05-2025 | 3 | 3 |
| 2 | 27-08-2025 | 3 | 2 | |
| 3 | 14-11-2025 | 3 | 3 | |
| 4 | 13-03-2026 | 3 | 3 | |
| Nomination and Remuneration Committee | 1 | 30-04-2025 | 3 | 2 |
| 2 | 29-05-2025 | 3 | 3 | |
| 3 | 27-08-2025 | 3 | 2 | |
| 4 | 05-11-2025 | 3 | 3 | |
| Stakeholder Relationship Committee | 1 | 31-03-2026 | 3 | 2 |
| Corporate Social Responsibility Committee | 1 | 21-03-2026 | 3 | 3 |
C. Details of General Meetings:
| Sr. No. | Type of Meeting | Date of Meeting | Mode / Platform |
| 1 | 10th Annual General Meeting | 26-09-2025 | Video Conferencing (VC) / Other Audio Visual Means (OAVM) |
During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
During the Financial Year ended March 31, 2026, all contracts, arrangements, or transactions entered into by the Company with related parties pursuant to Section 188(1) of the Companies Act, 2013, were in the ordinary course of business and on an arms length basis. No material related party transactions were entered during the financial year by the Company.
Accordingly, the requirement of providing disclosure of related party transactions in Form AOC-2 in terms of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.
The Policy on materiality of related party transactions and policy on dealing with the related party transactions are available on the Companys website at .
Disclosures on related party transactions pursuant to applicable Accounting Standards are set out in Notes to the Financial Statements forming part of this Annual Report.
The particulars of loans given, guarantees or securities provided, and investments made by the Company during the Financial Year ended March 31, 2026, pursuant to the provisions of Section 186 of the Companies Act, 2013, are fully disclosed in Notes to the Financial Statements forming part of this Annual Report.
The Company has a familiarisation programme for Independent Directors with regard to their roles, rights, and responsibilities in the Company, the nature of the industry in which the Company operates, the business models of the Company, etc., and the same is available on the website of the Company at .
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and is annexed as Annexure-I.
Pursuant to Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of Rs.1.02 Cr. or more, and every employee employed for part of the year and in receipt of remuneration of Rs.8.50 Lakhs or more per month is attached as Annexure-II of this report.
a) Statutory Auditors and Auditors Report
Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules 2014, M/s. S.N. Dhawan & Co. LLP, Chartered Accountants (FRN : 000050N/N500045) were appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 8th Annual General Meeting held in 2023 till the conclusion of 13th Annual General Meeting of the Company to be held in 2028, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined in consultation with the Auditors and duly approved by the members of the Company.
Explanation to Auditors Report:
The Auditors Report to the Members for the year, under review, does not contain any qualification(s), observation(s) or adverse remark(s). The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. Further, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of your Company during the year under review.
b) Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s SMD and Co., Company Secretaries (M. No.: F9545 and CP No.: 26611), were appointed as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from FY 2025-26 to FY 2029-30, as approved by the Board of Directors at its meeting held on August 27, 2025 and subsequently approved by the members at the Annual General Meeting held on September 26, 2025.
The Secretarial Audit Report for the financial year ended March 31, 2026, in the prescribed format (Form MR-3) issued by M/s SMD & Co., Company Secretaries is annexed to this Report as Annexure-III. The report does not contain any qualification(s), observation(s) or adverse remark(s).
Further, the Secretarial Auditors have not reported any incident of fraud to the Board of Directors of your Company during the year under review.
c) Internal Auditor
During the year under the review, to ensure better governance, compliance and internal control over financial reporting and financial processes, the Board of Directors in their meeting held on November 14, 2025 appointed M/s. ASA & Associates, Chartered Accountants (FRN: 009571N/N500006), Practicing Chartered Accountants as an Internal Auditor of the Company for the F.Y. 2025-26 as per the requirements of section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.
d) Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company has duly maintained the required cost accounts and records as specified by the Central Government.
The Board of Directors, upon recommendation of the Audit Committee, appointed M/s MM & Associates, Cost Accountants (Registration No. 000454) as the Cost Auditor to conduct the audit of the cost records of the Company for FY 2025-26 at its meeting held on August 27, 2025. The remuneration payable to the Cost Auditor was subsequently ratified by the members at the Annual General Meeting held on September 26, 2025.
The Cost Audit Report for the financial year ended March 31, 2025 was duly filed with the Ministry of Corporate Affairs within the prescribed timeline.
a. Disclosure of financial Summary / Highlights:
The financial performance and summary of operations of the Company are set out in the Financial Results section forming part of this Report.
b. Disclosure of Change in Nature of Business:
The details regarding the nature of business of the Company are detailed in the Change in Nature of Business section of this Report.
c. Details of Directors / Key Managerial Personnel Appointed / Resigned:
The details of appointments, re-designations, and cessations of Directors and Key Managerial Personnel during the financial year under review are detailed in the Directors and Key Managerial Personnel section of this Report and summarized below:
| Name | Designation | DIN | Nature of Change | Date of Change in Designation |
| Ms. Jyoti Lakra | Company Secretary & Compliance Officer | - | Cessation (Resignation) | 25-04-2025 |
| Ms. Jyoti Pulyani | Company Secretary & Compliance Officer | - | Appointment | 30-04-2025 |
| Mr. Devender Kumar Valecha | Director | 06847789 | Re-designated from Executive Director to Non-Executive Director | 29-05-2025 |
| Mr. Devender Kumar Valecha | Director | 06847789 | Cessation (Resignation) | 04-08-2025 |
| Mr. Vikas Lakhanpal | Additional (Whole-Time Director) | 11366501 | Appointed as Additional Director & approved as WTD (subject to AGM) | 05-11-2025 |
d. Details of Subsidiary Companies / Joint Ventures / Associate Companies:
During the financial year under review, the Company acquired 49% of the equity share capital of Animaus Energy Private Limited (CIN: U29253HR2015PTC054817), consequently making it an Associate Company of the Company. Apart from this, the Company continues to have its existing Subsidiary, K2 Nextgen Solutions Private Limited, and existing Associate Company, K2 Recyclers Private Limited. Additionally, the Company enters into unincorporated Joint Venture(s)/ Consortium arrangements primarily for project bidding and tender qualification purposes and incorporates project-specific Joint Venture entities/ Special Purpose Vehicles (SPVs) upon successful award of contracts, in accordance with the terms and conditions of the respective tenders.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiary and Associate Companies in Form AOC-1 is annexed as Annexure-IV to this Report.
Subsequent to the closure of the financial year and up to the date of this Report, the Company incorporated a new subsidiary company, namely K2IL Bhongir Private Limited, on July 29, 2026. Accordingly, its financials are not included in the financial statements or Form AOC-1 for FY 2025-26 and will be consolidated in FY 2026-27.
e. Details regarding Deposit covered under Chapter V of the Companies Act, 2013.
During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 and Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed or unpaid deposits lying with the Company, and no amount of principal or interest on deposits was outstanding as on March 31, 2026. Consequently, there are no details required to be reported under Rule 8(5)(v) of the Companies (Accounts) Rules, 2014.
f. Details of Deposit which are not in compliance with requirements of Chapter V of the Act.
Not Applicable
g. Details of Significant and Material Orders passed by Regulators or Courts or Tribunals.
No significant or material orders were passed by any regulator, court, or tribunal.
h. Internal Financial Control System:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
i. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
j. Disclosure with respect to Maintenance of Cost Records
The Company has maintained such cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, to the extent applicable to the business activities carried on by the Company.
k. Disclosure Regarding One-Time Settlement with Banks or Financial Institutions
During the year under review, the Company has not entered into any One-Time Settlement of loans with Banks or Financial Institutions, therefore, the requirement of stating the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise.
The Board has constituted five committees to assist in discharging its functions: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Executive Committee. During the year under review, all recommendations made by the respective Committees of the Board were duly accepted and approved by the Board of Directors.
a) Audit Committee:
The constitution, composition, and terms of reference of the Audit Committee comply with the provisions of Section 177 of the Companies Act, 2013 and other applicable regulatory provisions. During the financial year under review, the Committee was reconstituted on August 27, 2025. Subsequent to the close of the financial year, the Committee was further reconstituted on May 26, 2026.
The composition of the Audit Committee as on the date of this Report is as follows:
| S. No. | Name of the Member | Designation | Type of Member |
| 1. | Mr. Ajai Kumar Singh Chauhan | Independent Director | Chairman |
| 2. | Mr. Sagar Bhatia | Independent Director | Member |
| 3. | Mr. Pankaj Sharma | Managing Director | Member |
b) Stakeholder Relationship Committee
The constitution, composition, and terms of reference of the Stakeholders Relationship Committee comply with the provisions of Section 178 of the Companies Act, 2013. During the financial year under review, the Committee was reconstituted on August 27, 2025. Subsequent to the close of the financial year, the Committee was reconstituted on May 26, 2026, and subsequently on July 20, 2026.
The composition of the Stakeholders Relationship Committee as on the date of this Report is as follows:
| S. No. | Name of the Member | Designation | Type of Member |
| 1. | Mr. Sagar Bhatia | Independent Director | Chairman |
| 2. | Mr. Pankaj Sharma | Managing Director | Member |
| 3. | Mr. Rajesh Tiwari | Non-Executive Director | Member |
3) Nomination & Remuneration Committee
The constitution, composition, and terms of reference of the Nomination and Remuneration Committee comply with the provisions of Section 178 of the Companies Act, 2013. During the financial year under review, the Committee was reconstituted on August 27, 2025. Subsequent to the close of the financial year, the Committee was further reconstituted on May 26, 2026.
The composition of the Nomination and Remuneration Committee as on the date of this Report is as follows:
| S. No. | Name of the Member | Designation | Type of Member |
| 1. | Mr. Ajai Kumar Singh Chauhan | Independent Director | Chairman |
| 2. | Mr. Sagar Bhatia | Independent Director | Member |
| 3. | Mr. Rajesh Tiwari | Non-Executive Director | Member |
d) Corporate Social Responsibility Committee
The constitution, composition, and functioning of the Corporate Social Responsibility Committee comply with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. During the financial year under review, the Committee was reconstituted on August 27, 2025. Subsequent to the close of the financial year, the Committee was further reconstituted on May 26, 2026, and subsequently on July 20, 2026.
The Annual Report on CSR activities in the prescribed format is annexed hereto as Annexure-V.
The composition of the Corporate Social Responsibility Committee as on the date of this Report is as follows:
| S. No. | Name of the Member | Designation | Type of Member |
| 1. | Mr. Sagar Bhatia | Independent Director | Chairman |
| 2. | Mr. Pankaj Sharma | Managing Director | Member |
| 3. | Ms. Priya Sharma | Executive Director | Member |
e) Executive Committee
The Executive Committee was constituted by the Board of Directors on April 30, 2025 to facilitate prompt operational, financial, and administrative decisions. Subsequent to the close of the financial year, the Committee was reconstituted on May 26, 2026, July 20, 2026 and further on September 2, 2026.
Pursuant to the provisions of Section 179 of the Companies Act, 2013 and the Articles of Association of the Company, the Committee exercises such powers as delegated to it by the Board of Directors from time to time. The minutes of the meetings of the Executive Committee are regularly placed before the Board of Directors for noting and confirmation.
The composition of the Executive Committee as on the date of this Report is as follows:
| S. No. | Name of the Member | Designation | Type of Member |
| 1. | Mr. Pankaj Sharma | Managing Director | Chairman |
| 2. | Ms. Priya Sharma | Executive Director | Member |
| 3. | Mr. Rajesh Tiwari | Non-Executive Director | Member |
The relations between the employees/workmen and the management continued to remain cordial, harmonious, and peaceful during the year under review.
The Company is committed to providing a safe, secure, and respectful work environment and has zero tolerance towards sexual harassment at the workplace. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder, the Company has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment and has constituted an Internal Committee (IC) to address and resolve any complaints.
During the financial year under review, consequent to the resignation of Ms. Jyoti Lakra, the Internal Committee was reconstituted, and Ms. Jyoti Pulyani was appointed as the Presiding Officer effective May 29, 2025. Subsequent to the close of the financial year, following the resignation of Ms. Shipra Sharma, Ms. Ankita was briefly inducted as a Member; subsequently, the Committee was further reconstituted on September 2, 2026, wherein Mr. Virendra Kumar was inducted as a Member in place of Ms. Ankita.
The composition of the Internal Committee as on the date of this Report is as follows:
| S. No. | Name of Member | Status in Committee |
| 1. | Ms. Jyoti Pulyani | Presiding Officer |
| 2. | Ms. Roshni Verma | Member |
| 3. | Mr. Virendra Kumar | Member |
| 4. | Mr. Deepender Hooda | External Member |
The details of complaints received and disposed of during the Financial Year 2025-26 are summarized below:
| S. No. | Particulars | No. of Complaints |
| 1 | Number of complaints of sexual harassment received during the year | Nil |
| 2 | Number of complaints resolved during the year | Nil |
| 3 | Number of complaints pending for redressal during the year | Nil |
Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Company affirms that it has duly complied with all the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time, and has extended all statutory benefits, including maternity leave and other entitlements, to all eligible women employees during the financial year under review.
Pursuant to Section 177 of the Companies Act, 2013 and applicable SEBI Regulations, the Company has adopted a Vigil Mechanism and Whistle Blower Policy for Directors and employees to report genuine concerns, unethical behavior, or violations of the Code of Conduct.
The policy provides adequate safeguards against victimization and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Compliance Officer is designated to receive complaints, including reports on leak of Unpublished Price Sensitive Information (UPSI).
No personnel were denied access to the Audit Committee, and no complaints were received under this mechanism during FY 2025-26. The policy is available on the Companys website at: .
The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing or mitigating the same. The Company periodically reviewed to ensure smooth operation and effective management control, the key risks associated with the business and measures and steps in place to minimize the same.
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors has adopted a Nomination and Remuneration Policy which lays down the framework for appointment, tenure, evaluation, removal, and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management Personnel.
The policy sets out the criteria for determining qualifications, positive attributes, and independence of Directors. Its primary objective is to attract, retain, and motivate competent talent, while maintaining an appropriate balance between fixed and performance-linked compensation aligned with the operational goals of the Company. The Nomination and Remuneration Policy of the Company is hosted on the Companys website and can be accessed at: .
The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non-Independent Directors and Managing Director of the Company. Pursuant to this framework, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Managing Director of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.
The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Boards functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Companys long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Boards effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.
The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. Further, the Board has expressed its satisfaction and has been thankful to all its Independent Directors for sharing their knowledge and expertise which has been proved beneficial towards the progress of the Company.
The Annual Return for the financial year 2025-26 will be made available on the website of the Company at .
The Management discussion and analysis report, highlighting the performance of the Company and its business prospects, is provided in a separate section and forms an integral part of this Annual Report.
Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant particulars are detailed below:
(A) CONSERVATION OF ENERGY:
i. The steps taken or impact on conservation of energy: Energy conservation is an area of priority, and the Company has made all efforts to ensure continuous monitoring and optimize energy consumption across all its offices and project sites.
ii. The steps taken by the company for utilizing alternate sources of energy: The Company is not utilizing any alternate source of energy.
iii. The capital investment on energy conservation equipment: The Company has not made any Capital Investment on energy conservation equipments.
(B) TECHNOLOGY ABSORPTION AND RESEARCH AND DEVELOPMENT:
The Company does not undertake any activities relating to technology absorption.
(C) FOREIGN EXCHANGE OUTFLOW & INFLOW (ON ACCRUAL BASIS):
(Amount in INR Lakhs)
i. Foreign Exchange Earnings: Nil
ii. Foreign Exchange Outgo: Nil
iii. Advance to Supplier: Nil
The equity shares of the Company are listed on the SME platform of the National Stock Exchange of India Limited (NSE Emerge). Pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirements relating to Corporate Governance are not applicable to the Company. Accordingly, a separate Corporate Governance Report does not form part of this Annual Report.
In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SEBI PIT Regulations), the Company has adopted a Code of Conduct to Regulate, Monitor, and Report Trading by Designated Persons and Immediate Relatives of Designated Persons, as well as a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).
Further, in compliance with Regulation 3(5) of the SEBI PIT Regulations, the Company internally maintains a tamper-proof Structured Digital Database (SDD) with time-stamping and audit trails to track Unpublished Price Sensitive Information (UPSI) and the recipients thereof.
During the financial year under review, the Company complied with the applicable provisions of the SEBI PIT Regulations.
The Company is committed to maintaining transparency and effective communication with its shareholders and investors. All material information concerning financial performance, corporate developments, and statutory disclosures is disseminated through prescribed regulatory channels, the Stock Exchange, and the Companys corporate website at: .
The Company has in place an efficient mechanism for addressing investor queries and grievances. The Registrar and Share Transfer Agent (RTA) facilitates the prompt redressal of shareholder grievances in coordination with the Company and in compliance with applicable statutory provisions. The Company is also registered on SEBI Complaints Redress System (SCORES).
The status of investor complaints received and resolved during the Financial Year 2025-26 is as under:
| Particulars | Q1 | Q2 | Q3 | Q4 | Total |
| Complaints received during the quarter | 1 | Nil | Nil | Nil | 1 |
| Complaints disposed of / resolved | 1 | Nil | Nil | Nil | 1 |
| Complaints pending at the end of quarter | Nil | Nil | Nil | Nil | Nil |
The Company considers its human capital to be its most valuable asset and remains committed to fostering an inclusive, performance-driven, and growth-oriented work culture. The Companys human resource policies are designed to attract, nurture, and retain top industry talent while promoting workforce diversity and employee well-being.
To enhance operational capabilities and technical expertise, the management regularly conducts structured training and skill-development programs. The Company maintains a transparent, objective performance appraisal system aimed at evaluating employee potential, recognizing contributions, and identifying targeted training needs. Additionally, a robust succession planning framework is in place to ensure seamless leadership transitions and support long-term organizational growth.
During the year under review, the Statutory Auditor has not reported any instances of fraud under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board.
The Company remains deeply committed to sustainable and safe operations. All business activities are conducted with utmost care to ensure the safety and well-being of all stakeholders, statutory compliance with environmental standards, and the preservation of natural resources.
The Board places on record its deep sense of appreciation for the committed services, hard work, and dedication shown by all the employees of the Company across project sites and corporate offices.
The Board would also like to express its sincere appreciation for the valuable assistance, trust, and co-operation received from financial institutions, banks, government and regulatory authorities, stock exchanges, clients, vendors, sub-contractors, business associates, and members during the year under review.
On behalf of the Board of Directors
For K2 Infragen Limited
Sd/-
Pankaj Sharma
Managing Director
DIN:03318951
Sd/-
Priya Sharma
Director
DIN:02743915
Place: Gurgaon
Date: September 2, 2026
i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26:
| S. No. | Name of the Director | Designation | Ratio to median remuneration of the employees |
| 1 | Mr. Pankaj Sharma | Managing Director | 14.21 |
| 2 | Ms. Priya Sharma | Director | 4.42 |
| 3 | Mr. Naresh Kumar | Director | 11.11 |
| 4 | Mr. Vikas Lakhanpal | Director | 12.16 |
ii. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2025-26:
| S. No. | Name | Designation/Category | Increase/decrease |
| 1 | Mr. Pankaj Sharma | Managing Director | 26% |
| 2 | Ms. Priya Sharma | Executive Director | 4% |
| 3 | Mr. Naresh Kumar | Executive Director | 25% |
| 4 | Mr. Devender Kumar Valecha | Executive Director | NA |
| 5 | Mr. Rajesh Tiwari | Non-Executive Director | NA |
| 6 | Mr. Neeraj Kumar Bansal | Non-Executive Director | NA |
| 7 | Mr. Vikas Lakhanpal | Executive Director | NA |
| 8 | Ms. Priyanka Pareek | CFO | 21% |
| 9 | Ms. Jyoti Pulyani | Company Secretary | NA |
iii. The percentage increase in median remuneration of employees in financial year 2025-26: 17.37%
iv. The number of permanent employees on the rolls of company: 84
v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: 19.09%
vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.
On behalf of the Board of Directors
For K2 Infragen Limited
Place: Gurgaon
Date: September 2, 2026
Sd/-
Pankaj Sharma
Managing Director
DIN: 03318951
Sd/-
Priya Sharma
Director
DIN: 02743915
1. Top 10 employees at per Rule 5(2) of the Companies (Appointment and Remuneration Rules, 2014, Employees Salary Act, 2014, Employees Salary Act, 2014, Employees Salary Act, and Employees Salary Act, 2014, Employees Salary Act, 2014, Employee
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