Directors Report of K2 Infragen Ltd.

Mar 31, 2025

The directors are pleased to present the 10^th Annual Report on the business and operations of the Company together with
the Audited Financial Statements for the Financial Year ended March 31,2025.

1. FINANCIAL RESULTS

(Amount in lakhs)

	Standalone		Consolidated
	Year ended 31-03-2025	Year ended 31-03-2024	Year ended 31-03-2025	Year ended 31-03-2024
Total Revenue	14,661.19	10,871.82	14,680.83	10,871.82
Total Expenditure	13,355.95	9,248.59	13,374.64	9,248.59
Share of profit / (loss) of an associate	-	-	(10.72)	(4.80)
Profit /(Loss) Before Tax	1,49734	1,676.31	1,48710	1,671.51
Less: Current Tax	366.90	545.13	366.90	545.13
Deferred Tax	(34.11)	(119.02)	(34.11)	(119.02)
Profit /(Loss) after Taxation	1,164.55	1,250.20	1,154.31	1,245.40
Earnings per Equity Share
Basic	9.25	13.81	9.16	13.76
Diluted	9.25	13.81	9.16	13.76

The Standalone Revenue from the operations (net) for the
Financial Year 2024-25 was ''14,661.19 Lakhs (Previous
year ''10,871.82 Lakhs). The company earned Net Profit
of ''1,164.55 Lakhs (Previous Year ''1,250.20 Lakhs). The
Earning per share was ''9.25.

The Consolidated Revenue from the operations (net) for the
Financial Year 2024-25 was ''14,680.83 Lakhs (Previous Year
''10871.82 Lakhs). The company earned Consolidated Net
Profit ''1,154.31 Lakhs (Previous Year ''1,245.40. Lakhs). The
Consolidated Earning per share was ''9.16.

There was no change in the nature of business of the
company during the year.

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
year’s figures.

For consolidated figures, the figures for the previous period
is not comparable as the current year figure include impact
of consolidation of subsidiary w.e.f 9 October 2024.

2. THE STATE OF THE COMPANY’S AFFAIRS:

The total income during the year is ''14,853.29 Lakhs and
Total expenditure of the Company is ''13,355.95 Lakhs.
The Profit before provision of Tax is ''1,49734 Lakhs.
The Company Current Income Tax during the year is
''366.90 Lakhs. Deferred tax (including Tax related to
earlier years) for the year under review is ''34.11 Lakhs.
The net profit of the Company is ''1,164.55 Lakhs for
the year under review. Your directors will assure to put
their efforts for growth of the company.

3. SHARE CAPITAL AND OTHER CHANGES

During the Financial Year 2024-25, the capital structure
of the company was as under:

Authorized Share Capital

The Authorised Capital of the Company stands at
''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 present 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.

The subscribed, paid-up capital of the Company at
the end of previous Financial year was ''9,21,15,940/-
divided into 92,11,594 Equity Shares of ''10/- each.

During the year, the Company successfully completed its
Initial Public Offering (IPO) of ''40,54,09,200/- (Rupees
Forty Crores Fifty-Four Lakhs Nine Thousand Two
Hundred only), comprising 34,06,800 Equity Shares
at a price of ''119/- per share (including a premium of
''109/- per share). The shares were allotted on April 4,
2024, and the Company’s Equity Shares were listed on
the Emerge Platform of the National Stock Exchange
of India Limited (NSE) on April 8, 2024.

M/s Kfin Technologies Limited, duly registered under
the Securities and Exchange Board of India, has been
appointed as the Registrar and Share Transfer Agent
to an Issue of the Company in accordance with the
Regulation 7 of the Securities Exchange Board of India
(Listing and Obligations of Disclosure Requirements)
Regulations, 2015.

A) I SSUE OF EQUITY SHARE WITH DIFFERENTIAL
RIGHTS

The Company has not issued any Equity Shares with
differential rights during the year under review.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares
during the year under review.

C) BONUS ISSUE

The company has not issued any Bonus Share during
the year under review.

D) EMPLOYEE STOCK OPTION

During the year under review there is no employee stock
option scheme approved.

E) DEBENTURES/BONDS/WARRANTS OR ANY
NONCONVERTIBLE 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.

4. LISTING FEES & DEPOSITORY FEE

The Equity Shares of the Company are listed on SME
Platform of National Stock Exchange of India Limited
(NSE Emerge). The trading symbol of the Company
is ‘K2INFRA. The Company has paid Listing fees for

the financial year 2024-25 according to the prescribed
norms & regulations.

5. DEMATERIALIZATION OF EQUITY SHARES:

During the year under review except 4,86,239 shares
all shares were in dematerialization form.

6. DEPOSITORY SYSTEM:

As the Members are aware, the shares of your Company
are trade-able compulsorily in electronic form and your
Company has established connectivity with both the
National Securities Depository Limited (NSDL) and the
Central Depository Services (India) Limited (CDSL).
The ISIN allotted to the Company’s Equity shares
is INE0DEZ01013

7. WEBSITE:

https://k2infra.com is the website of the company. All the
requisite details, policies are placed on the website of
the company.

8. DIVIDEND:

To conserve financial resources for future growth of the
Company, the Board does not recommend any dividend
for the approval of the members at the forthcoming
Annual General Meeting. The Board is confident that
plough back of profits into the business of the Company
will generate long term wealth for the members.

9. TRANSFER TO RESERVES:

During the current financial year our Company incurred
a profit of ''1,164.55 Lakhs and same amount transfer
to reserve this year.

10. MATERIAL CHANGES AND COMMITMENT IF
ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN
THE END FINANCIAL YEARS TO WHICH THIS
FINANCIAL STATEMENT RELATES AND THE
DATE OF THE REPORT:

No material changes and commitments affecting the
financial position of the Company occurred between
the end of the financial year to which this financial
statement relates and the date of this report.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013,
the directors would like to state that:

(a) In the preparation of the annual accounts,
the applicable accounting standards have
been followed.

(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.

12. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As on March 31,2025, the Board comprised of 9 (nine)
Directors - 4 (four) Executive Directors, 2 (two) Non¬
Executive Directors and 3 (three) Independent Directors.

During the year under review, following changes
were made:

1. Mr. Neeraj Kumar Bansal (DIN: 02526757), was
redesignated from Executive Director to Non¬
Executive Director of the Company w.e.f. May
27 2024.

2. Mr. Devender Kumar Valecha (DIN: 06847789),
was appointed as Additional Director w.e.f. August
23, 2024 who was regularized in the previous
annual general meeting held on September
25, 2024.

3. Mr. Naresh Kumar (DIN 09163376) was appointed
as Additional Director w.e.f. August 23, 2024 who was
regularized in the previous annual general meeting held on
September 25, 2024.

The details of the Board of Directors and Key Managerial Personnel(s) as on March 31,2025 are as follows:

S.No.	Name	Designation	DIN	Appointment Date
1	Pankaj Sharma	Managing Director	03318951	14/02/2018
2	Priya Sharma	Executive Director	02743915	27/10/2016
3	Naresh Kumar	Executive Director	09163376	23/08/2024
4	Devender Kumar Valecha*	Executive Director	06847789	23/08/2024
5	Rajesh Tiwari	Non-Executive Director	06947965	05/03/2015
6	Neeraj Kumar Bansal	Non-Executive Director	02526757	01/02/2022
7	Ajai Kumar Singh Chauhan	Independent Non-Executive Director	08863524	10/10/2023
8	Shipra Sharma	Independent Non-Executive Director	08926052	10/10/2023
9	Sagar Bhatia	Independent Non-Executive Director	10366005	07/11/2023
10	Priyanka Pareek	CFO	-	27/09/2023
11	Jyoti Lakra**	Company Secretary	-	27/09/2023

CHANGE IN DIRECTORS & KMP

Post closure of the financial year under review, the
following changes were made in the Board composition
of the Company:

Ms. Jyoti Lakra** (M No. A37300) resigned from the
designation of Company Secretary of the company
w.e.f. April 25, 2025 and Ms. Jyoti Pulyani (M No.
A55697) was appointed as the Company Secretary of
the company w.e.f. April 30, 2025.

Further, Mr. Devender Kumar Valecha* (DIN 06847789)
redesignated from Executive Director to Non-Executive
Director of the company w.e.f. May 29, 2025 and
thereafter resigned from the designation of Non¬
Executive Director of the company w.e.f. August
04, 2025.

13. BOARD MEETINGS:

During the financial year ended March 31,2025, 06 (Six) board meetings were convened and held. The intervening gap
between two board meetings was within the stipulated period of 120 days prescribed under the Companies Act, 2013
and SEBI (LODR) Regulations, 2015.

The Board of Directors and Member of various Committees were met during the year on following dates:

A. Details of Meeting of Board of Directors of the company:

Sr. No	Date of meeting	Board Strength	No. of Directors attended
1	04-04-2024	7	3
2	27-05-2024	7	6
3	23-08-2024	7	7
4	14-11-2024	9	7
5	20-02-2025	9	5
6	26-03-2025	9	6

I. Details of Meeting of members of Committees:

Sr. No	Date of meeting	Board Strength	No. of Directors attended
Audit Committee
1	27-05-2024	3	3
2	18-09-2024	3	2
3	14-11-2024	3	2
4	24-02-2025	3	3
Corporate Social Responsibility Committee
1	19-03-2025	3	2
Stakeholder Relationship Committee
1	19-03-2025	3	2
Nomination and Remuneration Committee
1	23-08-2024	3	2

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.

B. GENERAL MEETINGS

Following are the Details of meeting of Members of the Company

Sr. No. Date of Meeting	Type of Meeting
1 25-09-2024	Annual General Meeting

14. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association
of the Company, Mr. Pankaj Sharma (DIN: 03318951) Managing Director of the company is liable to retire by rotation and
being eligible, seeks reappointment at the ensuing Annual General Meeting of the Company. Mr. Pankaj Sharma is not
disqualified under Section 164(2) of the Companies Act, 2013. The Board of Directors recommends their re-appointment
in the best interest of the Company.

15. SECRETARIAL STANDARDS:

The Company has complied with all the applicable
provisions of Secretarial Standards on Meetings
of Board of Directors (SS-1), Revised Secretarial
Standards on General Meetings (SS-2) issued by
Institute of Company Secretaries of India.

16. RELATED PARTY TRANSACTIONS:

During the year under review, all related party
transactions entered by the Company were in ordinary
course of the business and on arm’s length basis.

The disclosure of material related party transactions
as required under Section 134(3)(h) of the Act in form
AOC-2 is enclosed as “Annexure-I’.’

The Policy on materiality of related party transactions
and policy on dealing with the related party transactions
are available on the Company’s website at https://
k2infra.com.

17. PARTICULARS OF LOANS / GUARANTEES
/ INVESTMENT:

The particulars of loans, guarantees and investments as
per Section 186 of the Act by the Company have been
disclosed in the financial statements.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has complied with the definition of
Independence according to the provisions of Section
149(6) of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Company has also obtained declarations
from all the Independent Directors pursuant to Section
149(7) of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Independent Directors have
provided declarations that they meet the criteria of
independence as laid down under Section 149(6) of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

19. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

In accordance with the provisions of Regulation
25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
conducted familiarization programme for its Independent
Directors. The details of such familiarization programme
for Independent Directors have been disclosed on the
website of the Company at https://www.k2infra.com.

20. DISCLOSURE OF PARTICULARS OF
EMPLOYEES AS REQUIRED UNDER RULE

5 (2) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES 2014:

During the year under review, there was no employee
who has drawn remuneration in excess of the limits set
out under section 197 (12) of the Companies Act, 2013
read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Disclosures pertaining to remuneration and other
details as required under Section 197 (12) of the Act
read with rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
attached as “Annexure-II”.

21. AUDITORS:

A) STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the
Companies Act, 2013 and rules frame there
under M/s. S.N. Dhawan & Co. LLP, Chartered
Accountants (FRN : 000050N/N500045) has
been appointed as the Statutory Auditors of
the Company for a period of five years from the
conclusion of 8^th Annual General Meeting held
in 2023 till the conclusion of 13^th 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) or observation(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, the Board appointed
Mr. Devender Suhag (FCS No. 9545, CP No. 26611,
Peer Review No. 6991/2025), a Practicing
Company Secretary in the name of M/S SMD &
Co, Company Secretaries as a Secretarial Auditor
of the Company for the financial year 2024-25 in
the Board meeting held on May 27, 2024.

The Secretarial Audit Report for the financial
year ended March 31, 2025, in the format
prescribed (Form MR-3) as provided by M/s
SMD & Co., Company Secretaries has been
annexed to the Report (Annexure-III). The report
does not contain any major qualification(s) or
observation(s). However, there was a procedural
delay in the submission of voting results pursuant
to Regulation 44(3) of the said Regulations, for
which a nominal penalty of ''11,800 was levied by
the Stock Exchange.

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

The Company has appointed M/s. ASA &
Associates, Chartered Accountants (FRN:
009571N/N500006), Practicing Chartered
Accountants as an Internal Auditor of the Company
for the F.Y. 2024-25 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 Section 148 of the Companies Act,
2013 read with the Companies (Cost Records
and Audit) Rules, 2014 the Board appointed M/s
MM & Associates, Cost Accountants (Registration
No. 000454) as a Cost Auditor of the company to
conduct audit of cost records made and maintained
by the company for financial year commencing on
April 01, 2024 and ending on March 31, 2025 in
the Board meeting held on August 23, 2024.

22. DISCLOSURE UNDER RULE 8 (5) OF
COMPANIES ACCOUNTS RULES, 2014:

a. Disclosure of financial Summary / Highlights:

As stated in financial Results of the Directors Report.

b. Disclosure of Change in Nature of Business:

There is no change in nature of Company Business.

c. Details of Directors / Key Managerial Personnel
Appointed / Resigned:

During the year under the review, following
Directors / Key Managerial Personnel were
Appointed / resigned:

Name	Designation	DIN	Appointment Date	Change in Designation	Date of Change in Designation
Neeraj Kumar Bansal	Executive Director	02526757	01-02-2022	Non Executive Director	27-05-2024
Devender Kumar Valecha	Additional Director	06847789	23-08-2024	Executive Director	25-09-2024
Naresh Kumar	Additional Director	09163376	23-08-2024	Executive Director	25-09-2024

d. Details of Subsidiary Companies / Joint
Ventures / Associate Companies:

During the financial year under review, the Company
increased its equity stake in K2 Nextgen Solutions
Private Limited (CIN: U72900HR2020PTC088915)
(formerly known as K2 Cloud Private Limited).
Consequently, K2 Nextgen Solutions Private
Limited has become a subsidiary of the Company
with effect from October 09, 2024. The details of
Subsidiary and Associate Companies are provided
in Form AOC-1, which forms part of the Board’s
Report as Annexure-IV.

e. Details regarding Deposit covered under
Chapter V of the Companies Act, 2013.

The Company has not invited any deposit other
than the exempted deposit as prescribed under
the provision of the Companies Act, 2013 and the
rules framed there under, as amended from time
to time. Hence there are no particulars to report
about the deposit falling under Rule 8 (5) (v) and
(VI) of 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.

There was no regulatory or Court or Tribunal Order
passed against the Company.

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

Pursuant to Rule 8(5)(ix) of the Companies
(Accounts) Rules, 2014, the Board of Directors
confirms that the Company is required to maintain
cost records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013
and that such accounts and records are duly
maintained for the financial year 24-25.

k. During the year under review, the Company has
not entered 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.

23. COMMITTEES OF BOARD:

The Company has four Committees namely, Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee. All the recommendations of
the Committees of the Board which were mandatorily
required have been accepted by the Board. The
Composition of the above Committees as on March 31,
2025 are given below.

Subsequent to the year-end, the Board at its meeting
held on April 30, 2025, constituted an Executive
Committee to facilitate operational efficiency, with
delegated powers inter alia to borrow funds, make
investments, provide guarantees/securities within
approved limits, and manage banking operations.

a) AUDIT COMMITTEE:

The Audit Committee was constituted on November
07, 2023. The Constitution, composition and
functioning of the Audit Committee meets with the
requirements of Section 177 of the Companies Act,
2013. All the recommendations of Audit Committee
have been accepted by the Board of Directors of
the Company. The Audit Committee comprises of:

S. No.	Name of the Director	Designation	Type of Member
1.	Mr. Ajai Kumar Singh Chauhan	Independent Director	Chairman
2.	Ms. Shipra Sharma	Independent Director	Member
3.	Mr. Rajesh Tiwari	Non-Executive Director	Member

b) STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee
was constituted on 07^th November, 2023. The
Constitution, composition and functioning of the
Stakeholder Relationship Committee also meets
with the requirements of Section 178 of the
Companies Act, 2013. All the recommendations
of Stakeholder Relationship Committee have
been accepted by the Board of Directors of
the Company. The Stakeholder Relationship
Committee comprises of:

S. No.	Name of the Designation Director		Type of Member
1.	Mr. Rajesh Tiwari	Non-Executive Director	Chairman
2.	Mr. Pankaj Sharma	Managing Director	Member
3.	Ms. Shipra Sharma	Independent Director	Member

iii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was
constituted on November 07 2023. The Constitution,
composition and functioning of the Nomination
& Remuneration Committee also meets with the
requirements of Section 178 of the Companies Act,
2013. All the recommendations of Nomination &
Remuneration Committee have been accepted by the
Board of Directors of the Company. The Nomination &
Remuneration Committee comprises of:

S. No.	Name of the Director	Designation	Type of Member
1.	Ms. Shipra Sharma	Independent Director	Chairman
2.	Mr. Ajai Kumar Independent Singh Chauhan Director		Member
3.	Mr. Rajesh Tiwari	Non-Executive Director	Member

iv) CORPORATE SOCIAL RESPONSIBITY COMMITTEE

The Corporate Social Responsibility Committee was
constituted on November 07 2023. The Constitution,
composition and functioning of the Corporate Social
Responsibility Committee also meets with the
requirements of Section 135 of the Companies Act,
2013. All the recommendations of Corporate Social
Responsibility Committee have been accepted by
the Board of Directors of the Company. The detail
reporting is made in Annexure-V. The Corporate Social
Responsibility Committee comprises of:

S. No.	Name of the Director	Designation	Type of Member
1.	Mr. Rajesh Tiwari	Non-Executive Director	Chairman
2.	Mr. Pankaj Sharma	Managing Director	Member
3.	Ms. Shipra Sharma	Independent Director	Member

24. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations
between the workmen and the management continued
to remain cordial during the year under review.

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

The Company has zero tolerance for sexual harassment
at workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules
thereunder for prevention and redressal of complaints
of sexual harassment at workplace. The Company
has complied with constitution of Internal Complaints
Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

The Composition of Internal Complaints Committee as
on March 31,2025 was as follows:

S.No. Name of Member		Status in Committee
1.	Ms. Jyoti Lakra1	Presiding Officer
2	Ms. Roshni Verma	Member
3	Ms. Shipra Sharma	Member
4	Mr. Deepender Hooda External Member

The summary of the complaints received, resolved and
pending for redressal is as under:

1	Number of complaints of sexual harassment received during the year	0
2	Number of complaints resolved during the year	0
3	Number of complaints pending for redressal during the year	0

Committee were reconstituted and Ms. Jyoti Pulyani,
Company Secretary will become the Presiding Officer
of the ICC.

26. MATERNITY BENEFIT: RULE 8(5)(XIII) OF
COMPANIES (ACCOUNT) RULES, 2014

The Company affirms that it has duly complied with
all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women
employees during the year.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company is committed to principles of professional
integrity and ethical behaviour in the conduct of its
affairs. The Whistle-blower Policy provides for adequate
safeguards against victimisation of director(s) /
employee(s) who avail of the mechanism. It is affirmed
that no person has been denied access to the Audit
Committee. The Compliance officer is mandated to
receive the complaints under this policy. Whistle Blower
policy is available on the website of the Company at
https://k2infra.com. The Policy ensures complete
protection to the whistle-blower and follows a zero
tolerance approach to retaliation or unfair treatment
against the whistle-blower and all others who report any
concern under this Policy. During the year under review,
the Company did not receive any complaint of any fraud,
misfeasance etc. The Company’s Whistle Blower Policy
(Vigil Mechanism) has also made employees aware of
the existence of policies and procedures for inquiry
in case of leakage of Unpublished Price Sensitive
Information to enable them to report on leakages, if any.

28. RISK MANAGEMENT FRAMEWORK

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.

29. PERFORMANCE EVALUATION:

The Board of Directors has adopted a Nomination
and Remuneration Policy in terms of the provisions
of sub- section (3) of Section 178 of the Act dealing
with appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management
Personnel. The policy covers criteria for determining
qualifications, positive attributes, independence and
remuneration of Directors, Key Managerial Personnel
and Senior Management Personnel. The Nomination
and Remuneration Policy of the Company is hosted
on the Company’s website under the web link https://
k2infra.com.

30. BOARD EVALUATION:

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 Board’s
functioning such as understanding of Board members
of their roles and responsibilities, time devoted by the
Board to Company’s long-term strategic issues, quality
and transparency of Board discussions, quality, quantity
and timeliness of the information flow between Board
members and management, Board’s 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.

31. ANNUAL RETURN:

The Annual Return of the Company is displayed on
website of the Company i.e. https://k2infra.com.

32. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Management Discussion and Analysis Report for the
financial year 2024-25, as stipulated under Regulation
34(2)(e) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a
separate section forming part of this Annual Report.

33. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

In accordance with the requirements of Sub-section (3)
Sub-clause (m) of section 134 of the Companies Act,
2013, read with Companies (Accounts) Rules, 2014,
particulars with respect to conservation of energy,
technology absorption, foreign exchange earnings and
outgo are as follows:

(A) CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation
of energy:

a. Shutting off the lights and systems when not
in use.

b. Minimizing the usage of papers.

c. Counsel employees on optimum utilization
of air conditioning by maintaining
optimum temperature.

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

34. CORPORATE GOVERNANCE REPORT:

The Company is covered under criteria of Regulation
15(2)(b) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, and is not required
to provide ‘Report on Corporate Governance’.

35. OTHERS:

No Employee stock option was issued.

No Sweat Equity Shares were issued.

No amount was required to be transferred to Investor
Education and Protection Fund.

Various policies required are disclosed on the website
of the Company namely https://k2infra.com/

Other Disclosures required to be made in the Directors
Report are either nil or not applicable.

36. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:

The Company’s policy on appointment of Directors is
available on the Company’s website at https://k2infra.com

The policy on remuneration and other matters provided
in Section 178(3) of the Act is available on the Company’s
website at https://k2infra.com

37. HUMAN RESOURCE

Employees are the most important assets of the
organization. The human resource policy of the company
is designed with the objective to attract and retain best
talents available in the industry. The management
conducts various training programs on a frequent basis
to enhance the skill sets of employees. The Company
has a transparent performance appraisal system which
tries to make an objective assessment of employees’
performance and requirement for further training. The
objective of HR policy is to attract, motivate and develop
a competent talent pool, provide conducive environment
to perform and to ensure optimum utilization of human
capital to become the best place to work. The policy is
designed to provide a balanced working environment
and to promote diversity in work force. The Company
has designed a succession plan for future leadership
roles emerging in the organization.

38. CORPORATE GOVERNANCE:

The Company understands and respects its fiduciary
role and responsibility towards its stakeholders and
society at large and strives to serve their interests,
resulting in creation of value for all its stakeholders. The
Company has been listed on SME Emerge Platform of
NSE and by virtue of Regulation 15 of SEBI (Listing
obligations and disclosure requirements) Regulations,
2015 (“LODR”) the compliance with the corporate
governance provisions as specified in Regulation
17 to 27 and clauses (b) to (i) of sub-regulation (2)
of Regulation 46 and Para C, D and E of Schedule
V are not applicable to the Company. Hence, the
Corporate Governance Report does not form part of
this Annual Report.

39. STRUCTURED DIGITAL DATABASE

SEBI, vide SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, introduced the
concept of Structured Digital Database which came
into effect from 1^st April, 2019. As per Regulation 3(5)
of SEBI (PIT) Regulations, 2015, the organisation is
required to maintain Structured Digital Database.

As per Regulation 3(2A) of the PIT Regulations, 2015,
an intermediary/ fiduciary /other entity shall maintain
a separate Structured Digital Database internally, for
recording details of:

• The UPSI shared and persons with whom such
UPSI is shared;

• The UPSI shared and the persons who have shared
such UPSI with the intermediary/ fiduciary/ entity.

The company is maintaining the Structural Digital
Database (SDD) internally with adequate internal
controls and checks such as time stamping and audit
trails to ensure non-tampering of the database in
compliance with SEBI (PIT) Regulations, 2015.

40. REPORTING OF FRAUDS

During the year under review, the Statutory Auditor has
not reported any frauds to the Audit Committee under
Section 143(12) of the Companies Act, 2013 any fraud.

41. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations. The
Company’s policy required to conduct operations
in such a manner, so as to ensure safety of all
concerned compliances, environmental regulations and
preservation of natural resources.

42. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to
Shareholders for the confidence reposed by them and
thank all the Clients, and other business associates,
regulatory and Government authorities for their
continued support and contribution to the Company’s
growth. The Directors also wish to express their
appreciation for the efficient and loyal services rendered
by each and every employee, without whose whole¬
hearted efforts, the overall satisfactory performance
would not have been possible. Your Board appreciates
the precious support provided by the Auditors and
Consultants. The Company will make every effort to
meet the aspirations of its Shareholders

For K2 Infragen Limited For K2 Infragen Limited

Pankaj Sharma Naresh Kumar

Managing Director Director

DIN:03318951 DIN: 09163376

Date: August 27, 2025 Date: August 27, 2025

Place: Gurugram Place: Gurugram

1

Post closure of financial year, consequent to the
resignation of Ms. Jyoti Lakra, former Company
Secretary and Presiding Officer of the Internal
Complaints Committee (ICC), the Internal Complaints

---

Mar 31, 2024

The directors are pleased to present the 9^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31,2024.

1. FINANCIAL RESULTS

(Amount in lakhs)

		Standalone		Consolidated
	Year ended 31-03-2024	Year ended 31-03-2023	Year ended 31-03-2024	Year ended 31-03-2023
Total Revenue	10,871.82	6,655.41	10871.82	7479.08
Total Expenditure	9,248.59	5,138.15	9,248.59	5,966.11
Share of profit / (loss) of an associate	-	-	(4.80)	8.58
Profit /(Loss) Before Tax	1,676.31	1,528.26	1,671.51	1,532.55
Less: Current Tax	545.13	462.30	545.13	462.30
Deferred Tax	(119.02)	(62.07)	(119.02)	(62.07)
Profit /(Loss) after Taxation	1,250.20	1,128.03	1,245.40	1,132.32
Earnings per Equity Share
Basic	13.81	1794	13.76	18.04
Diluted	13.81	15.31	13.76	15.40

The Standalone Revenue from the operations (net) for the Financial Year 2023-24 was ''10,871.82 Lakhs (Previous year ''6,655.41 Lakhs). The company earned Net Profit of ''1,250.20 Lakhs (Previous Year ''1,128.03 Lakhs). The Earning per share was ''13.81.

The Consolidated Revenue from the operations (net) for the Financial Year 2023-24 was ''10,871.82 Lakhs (Previous Year ''7,479.08 Lakhs). The company earned Consolidated Net Profit ''1,245.40 Lakhs (Previous Year ''1,132.32 Lakhs). The Consolidated Earning per share was ''13.76.

There was no change in the nature of business of the company during the year.

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 year’s figures.

During the year under review company has adopted Indian Accounting Standards (Ind AS).

2. THE STATE OF THE COMPANY’S AFFAIRS:

The total income during the year has ''10,924.90 Lakhs and Total expenditure of the Company is ''9,248.59 Lakhs. The Profit before provision of Tax is ''1,676.31 Lakhs. The Company Current Income Tax during the year is ''545.13 Lakhs. Deferred tax (including Tax related to earlier years) for the year under review is ''119.02 Lakhs. The net profit of the Company is ''1,250.20 Lakhs for the year under review. Your directors will assure to put their efforts for growth of the company.

3. SHARE CAPITAL AND OTHER CHANGES

During the Financial Year 2023-24, the capital structure of the company is: -

Authorized Share Capital

The present Authorised Capital of the Company is ''14,00,00,000/- divided into 1,40,00,000 Equity Shares of ''10/- each.

The Authorised Share Capital of the Company have been increased from ''4,00,00,000 (Rupees Four Crore

Only) consisting of 5,85,444 Preference Shares of ''10/-(Rupees Ten Only) each and 34,14,556 Equity Shares of ''10/- (Rupees Ten Only) each to ''14,00,00,000 (Rupees Forteen Crore Only) consisting of 5,85,444 Preference Shares of ''10/- (Rupees Ten Only) each and 1,34,14,556 Equity Shares of ''10/- (Rupees Ten Only) each during the year.

But, in Extra-ordinary General meeting held on 28^th September 2023, the preference shares were again reclassified as equity shares as there were no subsisting preference share in the company.

Issued, Subscribed & Paid-up Capital

The present Issued, Subscribed and Paid-up Capital of the Company is ''12,61,83,940/- divided into 1,26,18,394 Equity Shares of ''10/- each.

As on March 31, 2024 issued Paid up capital is ''12,61,83,940 consisting of 1,26,18,394 Equity shares of ''10 each. Further the Subscribed and Paid-up Capital of the Company is ''9,21,15,940 consisting of ''10 each share.

The Company had come up with the Initial Public Offering (the “IPO”) of ''40,54,09,200/- comprising of 34,06,800 shares @ ''119/- per share having Face Value ''10/- per share and Securities Premium of ''109/- per share on the Emerge Platform of the National Stock Exchange of India Limited (“the NSE”) on April 4, 2024. Prior to the IPO, the company had made a preferential allotment date August 07 2023 of 4,58,715 (Four Lakhs Fifty Eight Thousand Seven Hundred Fifteen) equity shares of ''10 each @ premium of ''109/-.

During the year under review the Company had also issued Equity Shares by way of Bonus Issue to the existing shareholders in the ratio of 1:2.90 comprising of 65,08,551 (Sixty-Five Lakhs Eight Thousand Five Hundred Fifty One) number of Equity Shares.

M/s Kfin Technologies Limited, duly registered under the Securities and Exchange Board of India, has been appointed as the Registrar and Share Transfer Agent to an Issue of the Company in accordance with the Regulation 7 of the Securities Exchange Board of India (Listing and Obligations of Disclosure Requirements) Regulations, 2015.

ALTERATION OF MEMORANDUM OF ASSOCIATION:

Due to change share capital and change in name (from Private Limited to Public Limited) the Company

had with the approval of the members adopted a new set of Memorandum of Association. The Company has received approval of the Ministry of Corporate Affairs to the said alterations.

ALTERATION OF ARTICLES OF ASSOCIATION:

Due to changes in the share capital and change in name (from Private Limited to Public Limited) the Company had with the approval of the members adopted a new set of Articles of Association. The Company has received approval of the Ministry of Corporate Affairs to the said alterations.

A) ISSUE OF EQUITY SHARE WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the year under review.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C) BONUS SHARES

During the year under review the Company had also issued Equity Shares by way of Bonus Issue to the existing shareholders in the ratio of 1:2.90 comprising of 65,08,551 (Sixty-Five Lakhs Eight Thousand Five Hundred Fifty One) number of Equity Shares.

D) EMPLOYEE STOCK OPTION

During the year under review there is no employee stock option scheme approved.

E) DEBENTURES / BONDS / WARRANTS OR ANY NONCONVERTIBLE 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.

4. CONVERSION FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY

During the year, the Company has converted from Private Limited Company to Public Limited Company for which the Company had sought approval of the Board and Members vide their meetings dated 07^th August, 2023 and 28^th September, 2023 respectively.

5. LISTING FEES & DEPOSITORY FEE

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited

(NSE Emerge). The trading symbol of the Company is ‘K2INFRA. The Company has paid Listing fees for the financial year 2024-25 according to the prescribed norms & regulations.

6. DEMATERIALIZATION OF EQUITY SHARES

During the year under review except 4,86,239 shares all shares were in dematerialization form.

7. DEPOSITORY SYSTEM

As the Members are aware, the shares of your Company are trade-able compulsorily in electronic form and your Company has established connectivity with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The ISIN allotted to the Company’s Equity shares is INE0DEZ01013

8. WEBSITE

https://k2infra.com is the website of the company. All the requisite details, policies are placed on the website of the company.

9. DIVIDEND

To conserve financial resources for future growth of the Company, the Board does not recommend any dividend for the approval of the members at the forthcoming Annual General Meeting. The Board is confident that plough back of profits into the business of the Company will generate long term wealth for the members.

10. TRANSFER TO RESERVES

During the current financial year our Company incurred a profit of ''1,250.20 Lakhs and same amount transfer to reserve this year.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END FINANCIAL YEARS

TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the directors would like to state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(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.

13. COMPOSITION OF BOARD:

Pursuant to the provisions of Section 203 of the Companies Act 2013, the Key Managerial Personnel (KMP) of the Company as on date of this report are as follows:

S. No.	Name	Designation	DIN	Appointment Date
1	Pankaj Sharma	Managing Director	03318951	14/02/2018
2	Priya Sharma	Executive Director	02743915	27/10/2016
3	Rajesh Tiwari	Non-Executive Director	06947965	05/03/2015
4	Neeraj Kumar Bansal	Non-Executive Director	02526757	27/05/2024
5	Ajai Kumar Singh Chauhan	Independent Non-Executive Director 08863524		10/10/2023

S. No.	Name	Designation	DIN	Appointment Date
6	Shipra Sharma	Independent Non-Executive Director 08926052		10/10/2023
7	Sagar Bhatia	Independent Non-Executive Director 10366005		07/11/2023
8	Devender Kumar Valecha	Additional Directors	06847789	23/08/2024
9	Naresh Kumar	Additional Directors	09163376	23/08/2024
10	Priyanka Pareek	CFO	-	27/09/2023
11	Jyoti Lakra	Company Secretary	-	27/09/2023

All the KMPs were appointed during the financial year 2023-24 in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

A. CHANGE IN DESIGNATION OF DIRECTORS:

Mr. Pankaj Sharma (DIN: 03318951), was redesignated from Executive Director to Managing Director of the Company w.e.f. September 01,2023.

Mr. Rajesh Tiwari (DIN: 06947965), was redesignated from Executive Director to Non-Executive Director of the Company w.e.f. September 01,2023.

During the period under review; Mr. Ajai Kumar Singh Chauhan (DIN 08863524), was appointed as Additional Independent Non-Executive Director w.e.f. October 10, 2023.

Ms. Shipra Sharma (DIN 08926052) was appointed as Additional Independent Non-Executive Director w.e.f. October 01,2023.

Mr. Sagar Bhatia (DIN 10366005) was appointed as Additional Independent Non-Executive Director w.e.f. November 07, 2023.

14. BOARD MEETINGS:

During the financial year ended March 31,2024, 13 board meetings were convened and held. The intervening gap between two board meetings was within the stipulated period of 120 days prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Board of Directors and Member of various Committees were met during the year on following dates:

A. Details of Meeting of Board of Directors of the company:

Sr. No	Date of meeting	Board Strength	No. of Directors attended
1	17-04-2023	4	4
2	03-07-2023	4	4
3	14-07-2023	4	4
4	20-07-2023	4	4
5	22-07-2023	4	4
6	07-08-2023	4	4
7	25-08-2023	4	4
8	27-09-2023	4	4
9	10-10-2023	4	4
10	07-11-2023	6	4
11	29-11-2023	7	4
12	29-02-2024	7	4
13 20-03-2024 7 3

I. Details of Meeting of members of Committees:

Sr. No	Date of meeting	Board Strength	No. of Directors attended
Audit Commitee
1	29-11-2023	3	2
2	19-03-2024	3	2
3	20-03-2024	3	3
Corporate Social Responsibility Committee
1	20-03-2024	3	3
IPO Committee
1	21-12-2023	3	3
2	14-03-2024	3	3
3	19-03-2024	3	3

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.

B. GENERAL MEETINGS

Following are the Details of meeting of Members of the Company

Sr. No.	Date of Meeting	Type of Meeting
1	05-07-2023	Extra-Ordinary General Meeting
2	21-07-2023	Extra-Ordinary General Meeting
3	11-09-2023	Annual General Meeting
4	28-09-2023	Extra-Ordinary General Meeting
5	20-09-2023	Extra-Ordinary General Meeting
6	29-11-2023	Extra-Ordinary General Meeting

15. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rajesh Tiwari (DIN: 06947965), Non-Executive Director of the Company and Ms. Priya Sharma, (Din:02743915) Executive Director of the company, are liable to retire by rotation and being eligible, seeks reappointment at the ensuing Annual General Meeting of the Company. Mr. Rajesh Tiwari and Ms. Priya Sharma are not disqualified under Section 164(2) of the Companies Act, 2013. The Board of Directors recommends their re-appointment in the best interest of the Company.

16. SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1), Revised Secretarial Standards on General Meetings (SS-2) issued by Institute of Company Secretaries of India.

17 RELATED PARTY TRANSACTIONS:

All contracts or arrangements or transactions with related parties during the year under review as referred to in Section 188(1) of the Companies Act, 2013, were in the ordinary course of business and on arms’ length basis. Details of such material contracts/ arrangement/ transactions with related parties which may have potential conflict with the interest of the Company, has been disclosed in terms of Section 134 of the Act in AOC-2 which is forming part of board’s report as an Annexure-II.

As per the provisions of Section 188 of the Companies Act, 2013, approval of the Board of Directors is obtained for entering into related party transactions by the Company.

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report.

18. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The details of loans and advances and investments, if any, are specified in the notes to the Balance Sheet. The Company has not provided any guarantee or provided any Security for the loans availed by others.

19. DECLARATION BY INDEPENDENT DIRECTORS

The Company has complied with the definition of Independence according to the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also obtained declarations from both the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Both the Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In accordance with the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has conducted familiarization programme for its Independent Director The details of such familiarization programme for Independent Directors have been disclosed on the website of the Company at https://www.k2infra.com.

21. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under section 197 (12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure-III’.

22. STATUTORY AUDITORS:

M/s S.N. Dhawan & Co. LLP, Chartered Accountants, Gurugram who were appointed as the Auditors of the

Company by the Shareholders at their meeting held on 11^th September 2023, to hold office up to the conclusion of the Annual General Meeting to be held for financial year 2027-28. Being eligible for appointment as Auditors, M/s S.N. Dhawan & Co. LLP, Chartered Accountants, Gurugram have given their consent for appointment as Auditors for a consecutive period of 5 years from the conclusion of the Eight Annual General Meeting of the members of the Company.

23. EXPLANATION TO AUDITORS’ REPORT:

The Auditors’ Report to the Members for the year, under review, does not contain any qualification(s) or observation(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.

24. 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, the Board was not required to undertake the Secretarial Audit of the Company during financial year 2023-24.

25. INTERNAL AUDITOR:

Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, internal control and governance processes.

The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach. The Company was not required to appoint the Internal Auditor of the Company for the financial year 2023-24.

26. DISCLOSURE UNDER RULE 8 (5) OF COMPANIES ACCOUNTS RULES, 2014:

a. Disclosure of financial Summary / Highlights :

As stated in financial Results of the Directors Report.

b. Disclosure of Change in Nature of Business :

There is no change in nature of Company Business.

c. Details of Directors / Key Managerial Personnel Appointed / Resigned:

During the year under the review, following Directors / Key Managerial Personnel were Appointed / resigned:

Name	Designation	DIN	Appointment Date	Change In Designation	Date of Change in Designation
Pankaj Sharma	Director	03318951	14-02-2018	Managing Director	01-09-2023
Rajesh Tiwari	Executive Director	06947965	05-03-2015	Non-Executive Director	01-09-2023
Ajai Kumar Singh Additional Independent Chauhan Non-executive Director		08863524	10-10-2023	-	-
Shipra Sharma	Additional Independent Non-executive Director	08926052	10-10-2023	-	-
Sagar Bhatia	Additional Independent Non-executive Director	10366005	07-11-2023	-	-
Priyanka Pareek	CFO	-	27-09-2023	-	-
Jyoti Lakra	Company Secretary	-	27-09-2023	-	-

d. Details of Subsidiary Companies / Joint Ventures / Associate Companies:

The Company does not have any subsidiary company at the beginning or any time during the year or at the end of the financial year 2023-24. However, the details of the Associate company are disclosed in AOC-1 which is forming a part of board’s report as an Annexure-I.

e. Details regarding Deposit covered under Chapter V of the Companies Act, 2013.

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (VI) of 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.

There was no regulatory or Court or Tribunal Order passed against the Company.

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

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 related to maintenance of cost records is not applicable to the Company for the Financial Year 2023-24.

27. COMMITTEES OF BOARD:

During the year, the Board has constituted four Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and IPO Committee. All the recommendations of the Committees of the Board which were mandatorily required, have been accepted by the Board.

a) AUDIT COMMITTEE:

The Audit Committee was reconstituted on November 07, 2023. The Constitution, composition

and functioning of the Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company. The Audit Committee comprises of:

S. No.	Name of the Designation Director		Type of Member
1.	Mr. Ajai Kumar Singh Chauhan	Independent Director	Chairman
2.	Ms. Shipra Sharma	Independent Director	Member
3.	Mr. Rajesh Tiwari	Non-Executive Director	Member

b) STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee was reconstituted on November 07, 2023. The Constitution, composition and functioning of the Stakeholder Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of Stakeholder Relationship Committee have been accepted by the Board of Directors of the Company. The Stakeholder Relationship Committee comprises of:

S. No.	Name of the Designation Director		Type of Member
1.	Mr. Rajesh Tiwari	Non-Executive Director	Chairman
2.	Mr. Pankaj Sharma	Managing Director	Member
3.	Ms. Shipra Sharma	Independent Director	Member

iii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was reconstituted on November 07 2023. The Constitution, composition and functioning of the Nomination & Remuneration Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of Nomination & Remuneration Committee have been accepted by the Board of Directors of the Company. The Nomination & Remuneration Committee comprises of:

S. No.	Name of the Designation Director		Type of Member
1.	Ms. Shipra Sharma	Independent Director	Chairman
2.	Mr. Ajai Kumar Singh Chauhan	Independent Director	Member
3.	Mr. Rajesh Tiwari	Non-Executive Director	Member

iv) CORPORATE SOCIAL RESPONSIBITY COMMITTEE

The Corporate Social Responsibility Committee was reconstituted on November 07, 2023. The Constitution, composition and functioning of the Corporate Social Responsibility Committee also meets with the requirements of Section 135 of the Companies Act, 2013. All the recommendations of Corporate Social Responsibility Committee have been accepted by the Board of Directors of the Company. The detail reporting is made in Annexure-IV. The Corporate Social Responsibility Committee comprises of:

S. No.	Name of the Designation Director		Type of Member
1.	Mr. Rajesh Tiwari	Non-Executive Director	Chairman
2.	Mr. Pankaj Sharma	Managing Director	Member
3.	Ms. Shipra Sharma	Independent Director	Member

v) IPO COMMITTEE

The IPO Committee was constituted on November 29, 2023. All the recommendations of IPO Committee have been accepted by the Board of Directors of the Company. The IPO Committee comprises of:

S. No.	Name of the Designation Director		Type of Member
1	Mr. Pankaj Sharma	Managing Director	Chairman
2	Mr. Rajesh Tiwari	Non-executive Director	Member
3	Ms. Priya Sharma	Director	Member

28. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the workmen and the management continued to remain cordial during the year under review.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Composition of Internal Complaints Committee is as follows:

S. No.	Name of the Director	Status in Committee
1.	Ms. Jyoti Lakra	Presiding Officer
2	Ms. Priyanka Pareek	Member
3	Ms. Shipra Sharma	Member
4	Mr. Suresh Chand	External Member

The summary of the complaints received, resolved an

pending for redressal is as under:

1 Number of complaints of sexual harassment 0 received during the year

2 Number of complaints resolved during the 0 year

3 Number of complaints pending for redressal 0 during the year

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affair. The Whistle-blower Policy provides for adequate safeguards against victimisation of director(s) / employee(s) who avail of the mechanism. It is affirmed that no person has been denied access to the Audit Committee. The Compliance officer is mandated to receive the complaints under this policy. Whistle Blower policy is available on the website of the Company at https://k2infra.com. The Policy ensures

complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company’s Whistle Blower Policy (Vigil Mechanism) has also made employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any.

31. RISK MANAGEMENT FRAMEWORK

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.

32. PERFORMANCE EVALUATION:

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub- section (3) of Section 178 of the Act dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy of the Company is hosted on the Company’s website under the web link https://k2infra. com.

33. BOARD EVALUATION

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 Director. The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board’s functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Company’s long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Board’s 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.

34. EXTRACTS OF ANNUAL RETURN:

The Annual Return of the Company is displayed on website of the Company i.e. https://k2infra.com.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year 2023-24, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirements of Sub-section (3) Sub-clause (m) of section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy:

a. Shutting off the lights and systems when not in use.

b. Minimizing the usage of papers.

c. Counsel employees on optimum utilization of air conditioning by maintaining optimum temperature.

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 '' Lakhs)

i. Foreign Exchange Earnings: Nil

ii. Foreign Exchange Outgo: Nil

iii. Advance to Supplier: Nil

37. CORPORATE GOVERNANCE REPORT:

The Company is covered under criteria of Regulation 15(2)(b) of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015, and is not required to provide ‘Report on Corporate Governance’.

38. OTHERS:

No Employee stock option was issued.

No Sweat Equity Shares were issued.

No Cost Audit was applicable during previous year under review.

Various policies required are disclosed on the website of the Company namely https://k2infra.com/

Other Disclosures required to be made in the Directors Report are either nil or not applicable.

39. MATERIAL EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

After balance sheet date the company got listed on Emerge NSE portal on April 08, 2024.

40. HUMAN RESOURCE

Employees are the most important assets of the organization. The human resource policy of the company is designed with the objective to attract and retain best talents available in the industry. The management conducts various training programs on a frequent basis to enhance the skill sets of employees. The Company has a transparent performance appraisal system which

tries to make an objective assessment of employees’ performance and requirement for further training. The objective of HR policy is to attract, motivate and develop a competent talent pool, provide conducive environment to perform and to ensure optimum utilization of human capital to become the best place to work. The policy is designed to provide a balanced working environment and to promote diversity in work force. The Company has designed a succession plan for future leadership roles emerging in the organization.

41. CORPORATE GOVERNANCE:

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholder. The Company has been listed on SME Emerge Platform of NSE and by virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 (“LODR”) the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

42. STRUCTURED DIGITAL DATABASE

SEBI, vide SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, introduced the concept of Structured Digital Database which came into effect from April 01, 2019. As per Regulation 3(5) of SEBI (PIT) Regulations, 2015, the organisation is required to maintain Structured Digital Database.

As per Regulation 3(2A) of the PIT Regulations, 2015, an intermediary/ fiduciary /other entity shall maintain a separate Structured Digital Database internally, for recording details of:

• The UPSI shared and persons with whom such UPSI is shared;

• The UPSI shared and the persons who have shared such UPSI with the intermediary/ fiduciary/ entity.

The company is maintaining the Structural Digital Database (SDD) internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database in compliance with SEBI (PIT) Regulations, 2015.

43. REPORTING OF FRAUDS

During the year under review, the Statutory Auditor has not reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any fraud.

44. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy required to conduct operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

45. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, and other business associates, regulatory and Government authorities for their continued support and contribution to the Company’s growth. The Directors also wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Board appreciates the precious support provided by the Auditors and Consultants. The Company will make every effort to meet the aspirations of its Shareholders.