The Board of Directors (“Board”) is pleased to present the 18^th (Eighteenth) Annual Report of GK Energy Limited
(“Company”) together with the Audited Standalone and Consolidated Financial Statements and the Reports of
the Statutory Auditors thereon for the financial year ended March 31, 2026. The references to the consolidated
performance include the financial performance of the Company’s subsidiary, wherever applicable.

This being the first report after the Initial Public Offer (“IPO”) and listing of the equity shares on BSE Limited
(“BSE”) and National Stock Exchange of India Limited (“NSE”), BSE and NSE hereinafter collectively referred as
“Stock Exchanges”, the Board extends a warm welcome to all the public shareholders and looks forward to your
continued trust and support in the future.

1. FINANCIAL SUMMARY & HIGHLIGHTS:

The Company’s standalone and consolidated financial performance for the year ended March 31, 2026, is
summarized below:

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance
with the Indian Accounting Standards (‘Ind AS’) as notified under the Companies (Indian Accounting
Standards) Rules, 2015, as amended and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

2. FINANCIAL PERFORMANCE:

• Standalone Performance

The Company has delivered a strong financial
and operational performance for the year
ended March 31, 2026. On a standalone
basis, the total income for the year stood
at ' 15,420.26 Million as compared to

' 10,991.82 Million in the previous financial
year, representing a growth of 40.28%.

On a standalone basis, the Company has
recorded EBITDA of ' 3131.85 Million during
the financial year under review as against
EBITDA of ' 2040.46 Million during the
previous financial year, representing a growth
of 53.49%.

The standalone profit after tax (PAT) stood
at ' 2,012.73 Million as compared to ' 1,332.23
Million in the previous year, representing a
growth of 51.08%.

The Company supplied and installed 61,085
decentralized solar systems comprising of
solar-powered agriculture water pump
systems and solar rooftop during financial year
2025-26 as compared to 45,655 decentralized
solar systems during previous financial year
representing a growth of 34%. In terms of
power generation capacity, the Company
installed 276 Megawatt across as compared
to 184 Megawatt in previous year. Till date, the
Company has expanded its presence to over
7,500 villages across six States in India.

• Consolidated Performance

On a consolidated basis, the total income
for the year stood at ' 17,245.70 Million as
compared to ' 10,991.76 Million in the previous
financial year, registering a growth of 56.90%.

The consolidated profit after tax (PAT) stood
at ' 2042.97 Million as compared to ' 1,332.09
Million in the previous year, representing a
growth of 53.57%.

On Consolidated basis, the Company has
recorded EBITDA of ' 3184.36 Million during
the financial year under review as against
EBITDA of ' 2040.35 Million during the
previous financial year, representing a growth
of 56.07%.

The financial year 2025-26 was marked by a good
growth in revenues and an even stronger growth
in profitability and a focus on long-term value
creation. The Company continues to maintain a
healthy financial position and remains committed
to delivering sustainable growth across all business
segments.

3. STATE OF COMPANY’S AFFAIR:

The Company is engaged in the business of
execution and deployment of decentralized
renewable energy infrastructure, including solar-
powered agricultural pumping systems, rooftop
solar systems, and other distributed clean energy
solutions. The Company undertakes the design,
procurement, installation, testing, commissioning,
and maintenance of renewable energy projects
across India.

There was no change in the nature of the business
of the Company during the year under review.

4. SHARE CAPITAL STRUCTURE:

• Authorized Capital

As at March 31, 2026, the Authorized Share
Capital of the Company is ' 75,00,00,000
divided into 37,50,00,000 Equity Shares having
face value of ' 2/- each.

There was no change in the Authorized Share
Capital of the Company during the year
under review. The Company’s issued share
capital structure is as mentioned below:

• Issued, Subscribed and Paid-up Equity Share
Capital

As at March 31, 2026, the Issued, Subscribed
and Paid-up Equity Share Capital of the
Company stood at '40,56,34,532, comprising
20,28,17,266 Equity Shares of '2/- each. All the
Equity Shares of the Company are held in
dematerialised form.

During the year under review, the Issued,
Subscribed and Paid-up Equity Share Capital
of the Company increased on two occasions,
the details of which are as follows:

I. Raising Capital through Private
Placement

Pursuant to the approval of the Members
at the Extra-Ordinary General Meeting
held on August 25, 2025, the Board of
Directors, at its meeting held on August
26, 2025, approved the allotment of
65,35,947 Equity Shares of face value
of '2/- each at an issue price of '153/-
per Equity Share (including a premium
of '151/- per Equity Share) on a private
placement basis.

Accordingly, the Company raised an
aggregate amount of '1,000 Million
through the said private placement.

II. Raising Capital Through Initial Public
Offer

During the year under review, the
Company successfully completed its Initial

Public Offer (“IPO”) in accordance with
the provisions of the Companies Act,
2013, the Securities and Exchange Board
of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, and
other applicable laws.

The IPO comprised a Fresh Issue of

2.61.43.790 Equity Shares of face value of
'2/- each aggregating to '4,000.00 million,
and an Offer for Sale of 42,00,000 Equity
Shares by the Promoter aggregating to
'642.60 million, at an issue price of '153/-
per Equity Share (including a premium of
'151/- per Equity Share).

Pursuant to the Fresh Issue, the
Company’s Issued, Subscribed and Paid-
up Equity Share Capital increased by

2.61.43.790 Equity Shares of face value
'2/- each. The Offer for Sale did not
result in any change in the Company’s
share capital. The Equity Shares of the
Company were listed and admitted to
dealings on BSE Limited and the National
Stock Exchange of India Limited with
effect from September 26, 2025.

5. DEBENTURES:

During the year under review, the Company
redeemed 250 Secured, Redeemable Non¬
Convertible Debentures (NCDs) having a face value
of '10,00,000 each, aggregating to '25 Million, on
their scheduled maturity date, i.e., December 8,
2025. The redemption was affected in accordance
with the terms of issue, and the Company has duly
complied with all applicable statutory, regulatory
and contractual requirements in respect of the
redemption of the said NCDs.

6. DIVIDEND:

The Board of Directors (‘the Board’) of your
Company is pleased to recommend the declaration
of a final dividend of '0.50/- per Equity Share of
face value '2/- each, i.e., (25%) for the financial
year 2025-26. The Board has recommended the
dividend based on the parameters laid down in the
Dividend Distribution Policy and dividend will be paid
out of the profits of the year. The said dividend, if
approved by the Members at the ensuing Annual
General Meeting (‘the AGM’) will be paid to those
Members whose name appears on the register
of Members of the Company as at the end of
Monday, August 24, 2026. The said dividend, would
involve cash outflow of '101.41 million, resulting in a
payout of 5.04% of the standalone net profit of the
Company for FY26.

Pursuant to the Finance Act, 2020, dividend income
is taxable in the hands of the Members, w.e.f. April
1, 2020 and the Company is required to deduct tax
at source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

Pursuant to Regulation 43A (1) of SEBI Listing
Regulations, the Board of the Company has
formulated and adopted Dividend Distribution
Policy which has been hosted on the website of
the Companyhttps://gkenergy.in/wp-content/
uploads/2026/01/4.-Dividend-Distribution-Policy.pdf.

7. TRANSFER TO RESERVES:

The Board does not propose to carry any amount
to the general reserves for the financial year
ending March 31, 2026. The entire amount of profit
for the year forms part of the ‘Retained Earnings’.

8. DEPOSIT:

During the year under review, your Company
has neither invited nor accepted any deposits
from the public or its members pursuant to the
provisions of Sections 73 and 76 of the Companies
Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 and aaccordingly, no amount
of principal or interest on public deposits was
outstanding as at March 31, 2026.

The details of the loans received from directors
of the Company under the proviso to Rule 2(1)
(c)(viii) of Companies (Acceptance of Deposit)
Rules, 2014 have been disclosed in Note No. 32
of the Standalone Financial Statements forming
part of the Annual Report. Further, in compliance
with provisions of the Companies (Acceptance of
Deposits) Rules, 2014, the director of the Company,
from whom money was received during the year,
have furnished declaration in writing confirming
that such amounts were not being given by him
out of funds acquired by him by borrowing or
accepting loans or deposits from others.

9. REPORT ON SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES:

As on March 31, 2026 and the date of this report,
the Company has one wholly-owned subsidiary, we
do not have any joint venture, associate

1. GK Energy Solar Private Limited, (Wholly-
owned Subsidiary)

Pursuant to Regulation 46(2)(h) of the
SEBI LODR Regulations, the Company has
formulated a “Policy for Determining Material
Subsidiary” which may be accessed on the
Company’s website athttps://gkenergy.in/
wp-content/uploads/2026/01/16.-Policy-for-
Determining-Material-Subsidiries.pdf

The Company did not have any material
subsidiary as at March 31, 2026. However,
subsequent to the closure of the financial year,
upon approval of the financial statements for
FY 2025-26, GK Energy Solar Private Limited
became a Material Subsidiary in accordance
with Regulation 16(1)(c) of the SEBI Listing
Regulations.

Pursuant to the provisions of Section 129(3)
of the Companies Act, 2013 a statement
containing the salient features of financial
statements of the Company’s Subsidiary in
Form AOC-1 forms part of this Annual Report
and hence not repeated. The contribution of
the subsidiary to the overall performance of
the Company is attached with the Consolidated
Financial Statements.

I n accordance with Section 136 of the
Companies Act, 2013 read with the SEBI
Listing Regulations, the audited standalone
and consolidated financial statements of the
Company, together with the audited financial
statements of its subsidiary, are available on
the Company’s website at www.gkenergy.in.

10. BOARD OF DIRECTORS:

a) Directors

As at March 31, 2026, the Board of the
Company comprises Executive and Non¬
Executive Directors, including Independent
Directors, in compliance with the provisions
of the Companies Act, 2013 and the SEBI
Listing Regulations. The detailed composition
of the Board is provided in the Corporate
Governance Report forming part of this Annual
Report. All the Directors have submitted the
necessary declarations and disclosures as
required under the Companies Act, 2013 and
the SEBI Listing Regulations.

b) Changes in Directorate

During the financial year under review,
the Board of Directors, based on the
recommendation of the Nomination and
Remuneration Committee, appointed Mr.
Subhash Vasant Ghaisas (DIN: 11479724) as an
Additional Non-Executive Independent Director
of the Company with effect from February 13,
2026, to hold office as an Independent Director
for a first term of five consecutive years up to
February 12, 2031.

Subsequent to the close of the financial year,
the Members of the Company approved the

appointment of Mr. Subhash Vasant Ghaisas
as a Non-Executive Independent Director by
way of passing the Special Resolution through
Postal Ballot on May 08, 2026. The voting
results along with the Scrutinizer’s Report
were submitted to the Stock Exchanges on
May 09, 2026 in compliance with Regulation
44 of the SEBI Listing Regulations.

During the year under review, Mrs. Chandra
Iyengar (DIN: 02821294) resigned from the
office of Non-Executive Independent Director
with effect from February 26, 2026. The Board
places on record its sincere appreciation
for her valuable guidance and contributions
during her tenure with the Company.

c) Director Liable to Retire by Rotation

I n accordance with the provisions of Section
152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Mehul Ajit
Shah (DIN: 03508348), Whole-Time Director,
retired by rotation and, being eligible, was re¬
appointed by the Members at the 17^th Annual
General Meeting of the Company held on
June 02, 2025.

11. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Sections 2(51) and
203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following
were the Key Managerial Personnel of the Company
as at March 31, 2026:

a) Mr. Gopal Rajaram Kabra -

Managing Director 5 Chief Executive Officer

b) Mr. Mehul Ajit Shah -

Whole-Time Director 5 Chief Operating Officer

c) Mr. Sunil Kamalkishor Malu -
Chief Financial Officer

d) Mr. Shubham Suresh Jain -
Company Secretary 5 Compliance Officer

During the year under review, Mr. Jeevan
Santoshkumar Innani resigned from the office of
Company Secretary 5 Compliance Officer with
effect from March 14, 2026 to pursue professional
opportunities outside the Company. Based on
the recommendation of the Nomination and
Remuneration Committee, the Board appointed Mr.
Shubham Suresh Jain as the Company Secretary
5 Compliance Officer of the Company with effect
from March 16, 2026.

12. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 12 (Twelve) meetings
of the Board of Directors were held and the details
of which are given in the Report on Corporate
Governance that forms part of the Annual Report.
The intervening gap between any two meetings of
the Board was not more than one hundred and
twenty (120) days as stipulated under the Act and
SEBI Listing Regulations.

The number and dates of meetings held by the
Board and its Committees, attendance of Directors
and details of remuneration paid to them is given
separately in the Report on Corporate Governance
in terms of Section 134(3)(b) of the Companies
Act, 2013.

Pursuant to the requirements of Schedule IV of
the Companies Act, 2013 and the SEBI Listing
Regulations, separate Meetings of the Independent
Directors of the Company were also held on
September 15, 2025 and March 14, 2026, without
the presence of Non-Independent Directors and
members of the management, to inter alia review
the performance of Non-Independent Directors
and the Board as a whole, the performance of
the Chairperson of the Company, taking into
account the views of Executive Directors, Non¬
Executive Non-Independent Directors and also to
assess the quality, quantity and timelines of flow of
information between the Company’s Management
and the Board.

13. COMMITTEES OF THE BOARD OF
DIRECTORS:

As at March 31, 2026 the Board of Directors had
constituted the following Committees in accordance
with the provisions of the Companies Act, 2013,
the Rules made thereunder and the SEBI Listing
Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Executive Committee

• IPO Committee

The composition of the Committees is in compliance
with the applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations. The
details relating to the composition, terms of
reference, number of meetings held during the
financial year and attendance of the members
at such meetings are provided in the Report on
Corporate Governance, which forms part of this
Annual Report.

During the financial year under review, all the
recommendations made by the Committees of
the Board, which were mandatorily required to be
considered by the Board, were accepted by the
Board.

14. DECLARATION BY INDEPENDENT
DIRECTORS:

In terms of the provisions of Section 149 of
the Companies Act, 2013 and the SEBI Listing
Regulations, Mr. Susheel Dwarkadas Bhandari,
Mrs. Pooja Pawan Chandak and Mr. Subhash
Vasant Ghaisas are the Independent Directors of
the Company as on March 31, 2026 and continue
to hold office as Independent Directors on the date
of this Report.

During the period under report, all Independent
Directors of the Company have given declarations
under Schedule IV, Section 149(7) of the Act, that
they meet the criteria of independence as laid down
under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations. In terms
of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they
are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge
their duties with an objective and independent
judgement and without any external influence.

The Company has received confirmations from
all the Independent Directors regarding their
registration with the Independent Directors’
Databank maintained by the Indian Institute of
Corporate Affairs (IICA), as required under Rule 6
of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

In the opinion of the Board, the Independent
Directors possess the requisite integrity, expertise,

experience and proficiency and fulfil the conditions
of independence specified under the Act, the Rules
made thereunder and the SEBI Listing Regulations.
The Company has also received necessary
disclosures from all Directors, including Form DIR-
8 under Section 164(2) and disclosures of interest
under Section 184 of the Act.

15. POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION:

Pursuant to the provisions of Section 178(3) of
the Companies Act, 2013 and Regulation 19(4)
read with Part D of Schedule II of the SEBI
Listing Regulations, the Company has adopted
the Nomination and Remuneration Policy for the
appointment and remuneration of Directors,
Key Managerial Personnel, Senior Management
Personnel and other employees.

The Policy, inter alia, lays down the criteria for
determining qualifications, positive attributes,
independence of Directors and other matters
as required under the applicable provisions of
the Companies Act, 2013 and the SEBI Listing
Regulations. The Nomination and Remuneration
Committee identifies and recommends to the
Board individuals qualified to become Directors and
persons who may be appointed as Key Managerial
Personnel or Senior Management Personnel, based
on the criteria prescribed under the Policy.

The Nomination and Remuneration Policy is available
on the Company’s website athttps://gkenergy.in/
wp-content/uploads/2026/01/7.-Nomination-and-
Remuneration-Committee-Policy.pdf

16. RETIREMENT BY ROTATION AND
SUBSEQUENT RE-APPOINTMENT:

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Mr. Navaniit Narayandas
Mandhaani (DIN: 08653090), Non-Executive Non¬
Independent Director of the Company, retires by
rotation at the ensuing Annual General Meeting
and, being eligible, has offered himself for
re-appointment. The Board recommends his
re-appointment.

The brief profile of the Director seeking re¬
appointment along with other details as stipulated
under Regulation 36(3) of the SEBI Listing Regulations
and Secretarial Standards issued by The Institute of
Company Secretaries of India, is provided in the
Notice convening the ensuing AGM of the Company,
forming part of the Annual Report.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the
annual performance evaluation of the Board, its

committees and individual Directors were carried
out during the year.

The Board evaluated its performance after seeking
inputs from all the Directors on the basis of criteria
such as the Board composition and structure,
effectiveness of Board processes, information
and functioning, etc. The performance of the
Committees was evaluated by the Board after
seeking inputs from the Committee members on
the basis of criteria such as the composition of
Committees, effectiveness of Committee meetings,
etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the
SEBI.

In compliance with Regulation 17(10) of the SEBI Listing
Regulations, the Board carried out performance
evaluation of Independent Directors without the
participation of the Director whose performance
was being evaluated. In a separate meeting of
the Independent Directors, the performance of
the Non-Independent Directors, Chairperson and
the Board as a whole was evaluated. The Board
expressed satisfaction with the evaluation process
and its outcome.

The Performance Evaluation Policy is available
on the Company’s website athttps://gkenergy.
in/wp-content/uploads/2026/01/8.-Performance-
Evaluation-Policy.pdf

18. FAMILIARISATION PROGRAM FOR
INDEPENDENT DIRECTORS:

The Company familiarises its Independent
Directors in accordance with the requirements of
Regulation 25(7) of the SEBI Listing Regulations.
The familiarisation programme aims to provide
Independent Directors with an understanding
of the Company’s business, operations, industry
dynamics, regulatory environment, roles and
responsibilities, and other relevant matters.

The Independent Directors are provided with
necessary information and presentations on
an ongoing basis during Board and Committee
Meetings, covering various aspects including
business performance, financial performance,
strategy, operations, risk management, governance
practices and regulatory developments.

The details of the familiarisation programmes
imparted to the Directors of the Company are
available on the Company’s website athttps://
gkenergy.in/wp-content/uploads/2026/03/11.-
Familiarization-programme-for-IDs.pdf

19. ANNUAL RETURN:

The Annual Report as required under Section 134(3)
(a) and Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, is available on the
website of the Company athttps://gkenergy.in/
annual-returns/

20. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(3) read with Schedule
V of the SEBI Listing Regulations, the Management
Discussion and Analysis Report for the financial
year under review is presented in a separate
section and forms an integral part of this Annual
Report.

21. CORPORATE GOVERNANCE:

The Company has complied with all mandatory
requirements relating to Corporate Governance
under SEBI Listing Regulations. Pursuant to
Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations, a separate Report on Corporate
Governance together with the requisite certificate
issued by CS Avanti Rajwade (Membership No.
A30219; Certificate of Practice No. 20728), CS

Avanti Rajwade, Practicing Company Secretary,
Pune (Peer Review Certificate No. 4654/2023),
Secretarial Auditor of the Company, confirming
compliance with the conditions of Corporate
Governance, forms an integral part of this Annual
Report.

22. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE
REPORT:

There have been no material changes or
commitments affecting the financial position of the
Company between the end of the financial year
ended March 31, 2026 and the date of this Report.

23. LISTING OF SHARES:

The Equity Shares of the Company were listed on
BSE Limited and National Stock Exchange of India
Limited with effect from September 26, 2025.

As per the market capitalization list released by NSE and BSE, the ranking of your Company stood at 893
and 913, respectively, as of December 31, 2025.

24. LISTING FEES:

The annual listing fees for FY 2026-27 has been paid to both the Stock Exchanges i.e., BSE and NSE.

25. UTILIZATION OF IPO PROCEEDS:

As on March 31, 2026, the proceeds of funds raised under Fresh Issue during the IPO of the Company are
utilized as per the objects of the issue. There has been no deviation or variation in the utilization of IPO
proceeds. The details of the utilization are given below:

The entire amount of ' 11.07 crore remains unutilized and pertains to issue-related expenses. This has also
been disclosed in the Monitoring Agency Report for the year ended March 31, 2026, which is available on the
Company’s website (www.gkenergy.in) under the Investor section.

26. STATEMENT OF DEVIATION OR VARIATION:

The Company raised gross amount of ' 4,000.00 million through the fresh issue of Equity Shares (other than
offer for sale) pursuant to its IPO. The Equity Shares of the Company were listed on the Main Board of NSE
and BSE on September 26, 2025.

Pursuant to the provisions of Regulation 32 of the SEBI Listing Regulations, the Company has submitted the
Statement of Deviation(s) or Variation(s), on a quarterly basis, to the Stock Exchanges confirming that the
proceeds raised through the IPO have been utilized for the objects stated in the Prospectus.

During the financial year under review, there was no deviation or variation in the utilization of funds raised
through the IPO and funds raised through private placement amounting ' 1,000 million.

27. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year ended March 31,
2026.

28. CHANGE IN THE REGISTERED OFFICE ADDRESS:

During the period under review, the Board of Directors at its meeting held on October 10, 2025, approved
shifting of the Registered Office within the local limits of city, town or village from “Office No. 802, CTS No.
97-A-1/57/2, Suyog Center, Pune, Maharashtra - 411037” to “Office No. 1901, Tower A, Gokhale Business Bay,
Plot No. A6 A7, Sr. No. 20/2, Paschimnagri, Kothrud, Pune, Maharashtra - 411038”.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135
of the Companies Act, 2013. As on March 31, 2026, the CSR Committee comprised the following Directors:

The other details of the CSR Committee including
number 5 dates of meetings of Committee held
during the FY 2025-26 and attendance thereat
are given in the Report on Corporate Governance,
forming part of this Annual Report.

The Company has earmarked the unspent CSR
amount for “AAJEEVAN — An Integrated Village
Transformation Mission”, an ongoing multi-year
project to be implemented through the Gopal
Kabra Foundation, and has transferred the same
to the Unspent CSR Account within the prescribed
timeline, in accordance with the provisions of
Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy)
Rules, 2014. AAJEEVAN involves an initial phase of
village identification, baseline studies, community
consultation and village-specific planning before
full-scale field execution; the amount so transferred
will be utilised for the mission in accordance with
its implementation schedule, applicable provisions
of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR Activities for FY 2025¬
26, as prescribed under the Companies (Corporate
Social Responsibility Policy) Rules, 2014, forms part
of this Report as Annexure-A.

In compliance with Section 135 of the Companies
Act, 2013 along with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 (‘CSR
Rules’), the Board of Directors has adopted a CSR
policy which is in line with the provisions of the
Companies Act, 2013. The CSR Policy is available
on the Company’s website and can be accessed at
https://gkenergy.in/wp-content/uploads/2026/0V6.-
Corporate-Social-Responsibilitv-Policv.pdf

30. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars relating to conservation of energy,
technology absorption and foreign exchange
earnings and outgo, as required under Section
134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014,

are provided in Annexure-B forming part of this
Report.

31. RISK MANAGEMENT POLICY:

The Board of Directors has constituted a Risk
Management Committee, which is entrusted
with the responsibility of overseeing various
organizational risks. The composition, quorum and
meetings of the Risk Management Committee are
in compliance with Regulation 21 of the SEBI Listing
Regulations.

The Board has approved and defined the roles,
responsibilities and functions of the Committee.
The details of the composition of the Committee,
number of meetings held during the financial year
under review, attendance of the members at such
meetings and terms of reference are provided in
the Report on Corporate Governance, which forms
part of this Annual Report.

The Company has formulated a Risk Management
Policy and reviews the risk management framework
on a periodic basis. The Company has adopted a
structured approach to identify, assess, monitor
and mitigate various risks associated with its
business operations and corporate functions.

The Risk Management Policy is available on the
Company’s website athttps://gkenergy.in/wp-
content/uploads/2026/03/Risk-Management-Policy.
pdf

32. PARTICULARS OF REMUNERATION OF
DIRECTORS, KMP AND EMPLOYEES:

The disclosures relating to remuneration and other
particulars as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in
Annexure-C forming part of this Report.

In terms of the provisions of Section 197(12) of
the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement
showing the names of the top ten employees in
terms of remuneration drawn and names and
other particulars of the employees drawing
remuneration in excess of the limits set out in the
said rules, forms part of this Report.

Having regard to the provisions of the second
proviso to Section 136(1) of the Act and as
advised, the Annual Report excluding the aforesaid
information is being sent to the members of the
Company. Any member interested in obtaining
such information may address their email to
investors@gkenergy.in.

33. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, the Members of
the Company, at the 17^th Annual General Meeting
held on June 2, 2025, approved the appointment
of M/s. Bharat J. Rughani 5 Co., Chartered
Accountants (Firm Registration No. 101220W), as
the Statutory Auditors of the Company for a term
of five consecutive years, to hold office from the
conclusion of the 17^th Annual General Meeting until
the conclusion of the 22^nd Annual General Meeting
to be held in the year 2030.

The Statutory Auditors have confirmed that they
are eligible to continue as Statutory Auditors of the
Company and are not disqualified from continuing
as Statutory Auditors under the provisions of the
Companies Act, 2013.

34. STATUTORY AUDITORS’ REPORT:

The Standalone and Consolidated Financial
Statements of the Company for the financial year
ended March 31, 2026 have been audited by M/s.
Bharat J. Rughani 5 Co., Chartered Accountants
(Firm Registration No. 101220W), Statutory Auditors
of the Company.

The Statutory Auditors have issued their Audit
Reports on the Standalone and Consolidated
Financial Statements with an unmodified opinion.
The Audit Reports do not contain any qualification,
reservation, adverse remark or disclaimer.

35. COST AUDITOR:

The Company is engaged in the business of providing
Engineering, Procurement and Commissioning
(EPC) services for Solar Powered Water Pumping
Systems (SPWPS) and other renewable energy
solutions. The Company does not undertake any
manufacturing activities and procures the required
components from various manufacturers/vendors
for installation at project sites.

Since the services provided by the Company do
not fall under the activities specified in Table A
(Regulated Sectors) or Table B (Non-Regulated
Sectors) of the Companies (Cost Records and Audit)
Rules, 2014, the provisions relating to maintenance
of cost records and appointment of Cost Auditor
under Section 148 of the Companies Act, 2013
read with the said Rules are not applicable to the
Company.

36. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial

Personnel) Rules, 2014 and Regulation 24A of the
SEBI Listing Regulations, the Board of Directors, at
its meeting held on April 26, 2025, approved the
appointment of CS Avanti Rajwade (Membership
No. A30219; Certificate of Practice No. 20728),
CS Avanti Rajwade, Practicing Company Secretary,
Pune (Peer Review Certificate No. 4654/2023), as
the Secretarial Auditor of the Company.

After recommendation of the Audit Committee,
CS Avanti Rajwade (Membership No. A30219;
Certificate of Practice No. 20728), CS Avanti
Rajwade, Practicing Company Secretary, Pune
(Peer Review Certificate No. 4654/2023) appointed
as Secretarial Auditor of the Company for the

term of Five year (2026-27 to 2030-31) subject to
the approval of the Shareholders in the ensuing
Annual General Meeting.

37. SECRETARIAL AUDITORS’ REPORT:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, CS Avanti Rajwade
(Membership No. A30219; Certificate of Practice
No. 20728), Proprietor of M/s. Avanti Rajwade,
Practicing Company Secretary, Pune, conducted
the Secretarial Audit of the Company for the
financial year ended March 31, 2026.

38. ANNUAL SECRETARIAL COMPLIANCE
REPORT:

Pursuant to Regulation 24A (2) of the SEBI
Listing Regulations read with SEBI Circular No.
CIR/CFD/CMD1/27/2019 dated February 8, 2019
(as amended from time to time), the Annual
Secretarial Compliance Report for the financial
year ended March 31, 2026, issued by CS Avanti
Rajwade (Membership No. A30219; Certificate of
Practice No. 20728), Proprietor of M/s. Avanti
Rajwade, Practicing Company Secretary, Pune,
has been submitted to the Stock Exchanges within
the prescribed timelines.

The Annual Secretarial Compliance Report does
not contain any qualification, reservation or
adverse observation.

39. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Company has an
adequate internal audit system commensurate
with the nature, size and complexity of its business
operations.

M/s. Brjesh S. Chandak 5 Co., Chartered
Accountants (Firm Registration No. 125296W), were
appointed as the Internal Auditor of the Company
for the financial year 2025-26. The Internal Auditor
conducted periodic internal audits during the year
and submitted their reports to the Audit Committee.
The Audit Committee periodically reviewed the
internal audit findings, recommendations and the
corrective actions taken by the Management.

During the year under review, no material
weaknesses or significant deficiencies were observed
in the internal control systems as reported by the
Internal Auditor.

Based on the recommendation of the Audit
Committee, the Board of Directors, at its meeting
held on May 13, 2026, re-appointed M/s. Brjesh
S. Chandak 5 Co., Chartered Accountants (Firm
Registration No. 125296W), as the Internal Auditor
of the Company for the financial year 2026-27.

40. INTERNAL FINANCIAL CONTROLS:

Your Company has an effective internal financial
control system, which is continuously evaluated
by the internal and statutory auditors. The
internal financial controls are designed to ensure
that financial and other records are reliable for
preparing financial information and for maintaining
accountability of assets. All financial and audit
control systems are also reviewed by the Board of
the Company. The Board is of the opinion that the
Company has adequate Internal Financial Controls
with reference to the Financial Statements and that
such controls were operating effectively during the
financial year.

41. REPORTING OF FRAUD:

During the financial year 2025-26, neither the
Statutory Auditors nor the Secretarial Auditor
reported any instance of fraud committed against
the Company by its officers or employees under
Section 143(12) of the Companies Act, 2013.

42. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The particulars of loans given, investments made and guarantees provided by the Company under the
provisions of Section 186 of the Companies Act, 2013 are disclosed in the Standalone Financial Statements
forming part of this Annual Report.

43. PARTICULARS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the financial year 2025-26, no Company became or ceased to be a subsidiary, joint venture or
associate of the Company.

45. CREDIT RATING:

During the year the Company has obtained the following Credit Rating from various rating agencies. The
details are as follows:

The details of credit ratings and revisions made during the financial year are available on the website of the
Company at www.gkenergy.in.

46. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (“ICSI”) and approved by the Central Government under Section 118(10) of the Companies
Act, 2013.

47. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no amounts which were required to be transferred to Investor Education and Protection Fund
(“IEPF”).

48. DETAILS OF THE NODAL OFFICER:

After end of the subsequent financial year, the Board of Directors of the Company in its board meeting
held on August 07, 2026, approved the appointment of Mr. Shubham Suresh Jain, Company Secretary and
Compliance Officer of the Company as the Nodal Officer as per the provisions of IEPF. The details of the

same may be accessed on the Company’s website
at www.gkenergy.in.

49. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards sexual
harassment and is committed to providing a safe
working environment for all its employees. The
Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment
at Workplace in compliance with the provisions of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder. Further, an
Internal Complaints Committee (ICC) has been
constituted to redress complaints relating to sexual
harassment at the workplace. The POSH policy
is available on the Company’s website athttps://
gkenergy.in/wp-content/uploads/2026/07/1.-Policy-
for-Prevention-Prohibition-and-Redressal-of-
Sexual-Harassment-at-Workplace.pdf

The Company is committed to providing equal
opportunities without regard to race, caste, sex,
religion, color, nationality, disability, etc. All women
associate (permanent, temporary, contractual and
trainees), as well as women visiting the Company’s
office premises or women service providers are
covered under this Policy. All employees are
treated with dignity with a view to maintaining a
work environment free from sexual harassment,
whether physical, verbal or psychological.

The following is a summary of sexual harassment
complaints received and disposed of during the
financial year:

50. VIGIL MECHANISM POLICY:

Pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 and Regulation 22 of the SEBI
Listing Regulations, the Company has established
a Vigil Mechanism for Directors and employees
to report genuine concerns relating to unethical
behavior, actual or suspected fraud, unethical

practices or violation of the Company’s Code of
Conduct. The Policy provides adequate safeguards
against victimization of persons who use this
mechanism and provides for direct access to the
Chairperson of the Audit Committee in appropriate
cases. No person has been denied access to the
Chairperson of the Audit Committee.

Further, as required under Regulation 18(3) read
with Part C of Schedule II of the SEBI Listing
Regulations, the Audit Committee reviews the
functioning of the Vigil Mechanism (Whistle blower)
Policy.

The Vigil Mechanism (Whistle blower) Policy is
available on the Company’s website athttps://
gkenergy.in/wp-content/uploads/2026/07/11.-Vigil-
Mechanism-Whistle-Blower-Policy.pdf

During the financial year ended March 31, 2026,
the Company did not receive any complaint under
the Vigil Mechanism (Whistle blower) Policy.

51. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING PRACTICES:

The Company has formulated and adopted
a “Code of Conduct for prevention of Insider
Trading” in accordance with the provisions of the
SEBI (Prohibition of Insider Trading) Regulations,
2015, to regulate, monitor and report trading in
the securities of the Company by the Promoters,
Directors and Designated Persons.

The Code requires pre-clearance for dealing
in the Company’s shares and prohibits the
purchase or sale of Company’s shares by the
Promoters, Directors and the designated persons
while in possession of unpublished price sensitive
information in relation to the Company and during
the period when the Trading Window is closed.
The Code is put on the website of the Company
and can be accessed athttps://gkenergy.in/wp-
content/uploads/2026/01/3.-Code-of-Conduct-for-
Prevention-of-Insider-Trading.pdf .

In Compliance with the abovementioned
Regulations, Structural Digital Database (SDD) was
maintained by the Company in compliance with the
SEBI (Prohibition of Insider Trading) Regulations,
2015 and necessary entries were made to monitor
and record the flow of sharing of UPSI.

All the Directors, employees and connected
persons, including intermediaries and fiduciaries
such as auditors, consultants and other
professionals having access to UPSI, are governed
by the aforesaid Code. The Trading Window is
closed during the declaration of financial results
and on the occurrence of any material event, in
accordance with the provisions of the Code.

52. PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, no application was
made and no proceeding was pending against the
Company under the provisions of the Insolvency
and Bankruptcy Code, 2016.

53. DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOANS
FROM BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF:

The Company has not entered into any one-time
settlement with any Bank or Financial Institution
during the financial year under review. Accordingly,
the disclosure required under Rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014 is not applicable
to the Company.

54. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

During the period under review, no significant or
material orders were passed by any Regulators,
Courts or Tribunals which would impact the going
concern status of the Company or its future
operations.

55. CYBER SECURITY INCIDENT:

Cyber security is essential for any organization to
safeguard its digital assets, information systems
and operational infrastructure from cyber threats,
data breaches, and other security risks. Cyber
security is critical to protect against a constantly
evolving threat landscape, where attackers are
becoming more sophisticated in their tactics,
techniques, and procedures.

The Company has implemented appropriate
cybersecurity measures, including security
solutions and best practices, to strengthen its
cyber security framework. These measures are
extended to the Company’s subsidiary, wherever
applicable, applications and external interfaces.
The Company has also implemented monitoring
mechanisms, including round-the-clock surveillance
arrangements, to identify and respond to potential
threats and protect its networks, endpoints and
other operating environments.

During the financial year under review, there was
no material cyber security incident impacting the
operations or financial position of the Company.

56. MATERIAL DEVELOPMENTS DURING THE
FINANCIAL YEAR 2025-26:

During the financial year 2025-26, the Company
achieved a significant milestone by successfully
completing its IPO and its equity shares were listed
on the Main Board of NSE and BSE on September
26, 2025.

The listing of the Company’s equity shares marks
an important step in the Company’s growth
journey, providing enhanced visibility, access to
capital markets and an opportunity to create long¬
term value for its stakeholders.

Except for the above and as disclosed elsewhere in
this Annual Report, there were no other material
developments during the financial year 2025-26
that had a significant impact on the business
operations, financial position or performance of
the Company.

57. COMPLIANCE OF MATERNITY BENEFIT ACT,
1961:

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961, as
amended by the Maternity Benefit (Amendment)
Act, 2017. All eligible women employees are entitled
to maternity benefits, including paid maternity
leave, as prescribed under the applicable laws.

The Company is committed to providing a safe,
inclusive and supportive workplace for its women
employees and endeavours to facilitate a smooth
transition during and after maternity. No complaints
or grievances relating to maternity benefits were
received during the financial year ended March 31,
2026.

58. GENDER-WISE COMPOSITION OF
EMPLOYEES:

In accordance with the principles of diversity,
equity and inclusion, the Company discloses the
gender-wise composition of its workforce as on
March 31, 2026.

The Company remains committed to promoting
an inclusive workplace culture and providing
equal opportunities to all individuals irrespective of
gender.

59. POLICIES AND DISCLOSURES:

The Company has formulated and adopted various
policies in accordance with the provisions of the

Companies Act, 2013, the SEBI Listing Regulations and other applicable laws. These policies have been
approved by the Board of Directors and are available on the website of the Company.

The details of the policies along with the web links are provided below:

60. GREEN INITIATIVE:

The Company has implemented the “Green
Initiative” to enable electronic delivery of notices,
documents and Annual Reports to its shareholders.
The Annual Report for the financial year 2025¬
26 and the Notice convening the 18^th Annual
General Meeting are being sent electronically to
all members whose email addresses are registered
with the Company or their respective Depository
Participants.

Members may note that the Annual Report for the
financial year 2025-26 and the Notice of the 18^th
Annual General Meeting are also available on the
Company’s website atwww.gkenergy.inand on the
websites of the Stock Exchanges, i.e., BSE Limited
at www.bseindia.comand National Stock Exchange
of India Limited at www.nseindia.com.

The above initiatives are in compliance with the
relevant circulars and guidelines issued by the
Ministry of Corporate Affairs (“MCA”) and the
Securities and Exchange Board of India (“SEBI”)
from time to time.

The Company is providing e-voting facility to
its members to enable them to cast their votes
electronically on all resolutions set out in the Notice
of the 18^th Annual General Meeting, pursuant to
the provisions of Section 108 of the Companies
Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014.
The detailed instructions for e-voting are provided
in the Notice convening the 18^th Annual General
Meeting.

61. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the top 1,000 listed entities based
on market capitalisation as on March 31 of each
financial year are required to include a Business
Responsibility and Sustainability Report (“BRSR”)
as part of their Annual Report.

The Company was listed on the Stock Exchanges on
September 26, 2025. Since the Company was not a
listed entity as on March 31, 2025, the requirement
of submission of BRSR was not applicable to the
Company for the financial year 2025-26.

The Company shall comply with the applicable
provisions from the financial year in which the
requirement becomes applicable based on
SEBI’s criteria. The Company is in the process of
strengthening its systems and processes to ensure
timely, accurate and comprehensive reporting in
line with the BRSR framework prescribed by SEBI.

62. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 134(5) of
the Companies Act, 2013, with respect to Directors’
Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts,
the applicable Accounting Standards have
been followed along with proper explanation
relating to material departures;

b) That they had selected such accounting
policies and applied them consistently, and
made judgements 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 financial year and
of the profit and loss of the Company for that
period;

c) That they 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;

d) That they had prepared the annual accounts
on a going concern basis;

e) That they had laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively; and

f) That they had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

63. GENERAL DISCLOSURE:

Your directors state that no disclosure or reporting
is required in respect of the following matters, as
there were no transactions/events of such nature
during the year under review:

1. Issue of equity shares with differential rights as
to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity
Shares) to employees of your Company under
any scheme

3. Revision of financial statements and Directors’
Report of your Company.

64. ACKNOWLEDGEMENTS:

The Board of Directors takes this opportunity to
place on record its sincere appreciation for the
significant contribution made by the employees
through their dedicated service, commitment and
support towards achieving the goals and vision of
the Company.

The Company has achieved growth through the
competence, hard work, solidarity, cooperation and
support of employees at all levels. The Board also
places on record its sincere appreciation for the
continued support and cooperation received from
the Government authorities, dealers, distributors,
vendors, business associates, customers and
local communities associated with the Company’s
operations.

Your directors also wish to place on record their
gratitude to the Government of India, State
Governments, regulatory authorities, banks,
shareholders and investors for their continued
cooperation, confidence and support extended to
the Company.

The Company looks forward to receiving their
continued support in the future.

For GK ENERGY LIMITED

(Formerly known as GK Energy Private Limited,
GK Energy Marketers Private Limited)

Sd/-

Gopal Rajaram Kabra

Place: Pune Chairman & Managing Director & CEO

Date: August 07, 2026 DIN: 02343128

1

Note: Mr. Subhash Vasant Ghaisas was appointed as a Member of the CSR Committee with effect from
February 13, 2026. Mrs. Chandra Iyengar ceased to be a Member of the Committee consequent upon her
resignation from the Board with effect from February 26, 2026.