The Company adopted Indian Accounting Standards (“Ind AS”) from April 1,2016, with transition date from April 1,2015. Accordingly, the financial reports for current financial year 2022-2023 and previous financial year 2021-2022 have been prepared as per Ind AS reporting framework.

The financial highlights of the Company for the year ended March 31,2023, are as follows:

STATE OF COMPANY’S AFFAIRS

The State of Affairs of the Company is presented in the Management Discussion and Analysis Report forming part of this Report.

SHARE CAPITAL OF THE COMPANY

The Authorised share capital of the company as on 31.03.2023 is Rs. 12,60,00,000/- divided into 1,92,00,000 equity shares of Rs. 5/- each and 60,00,000 preference shares of Rs. 5/- each.

The issued, subscribed and paid up Share Capital of the company as on 31.03.2023 was Rs. 8,02,87,330/- divided into 1,60,57,466 equity shares of face value of Rs. 5/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company, Mr. Prashant Ranade (DIN: 00006024), Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the reappointment of Mr. Prashant Ranade (DIN: 00006024) for the consideration of the members of the company at the ensuing Annual General Meeting. Brief details of Mr. Prashant Ranade (DIN: 00006024) has been mentioned in the notice convening the Annual General Meeting at “Information pursuant to the Listing Regulations and in respect of Appointment/ Re-appointment of Directors”.

Key Managerial Personnel

The following are the Whole-Time Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Pranav Kumar Ranade - Managing Director,

2. Ms. Aakansha Sharma - Company Secretary

3. Mr. Prashant Ranade - Whole-Time Director

4. Mr. Hrydesh Jain - Chief Financial Officer

There has been no change in the KMPs during the year under review.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors had submitted their disclosures to the Board that they fulfill the requirements as stipulated under Section 149(6) of the Act and Regulation 25(8) of Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations.

None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31^st March, 2023.

COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Directors has approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that the Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board. The Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

The policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under Sub-Section (3) of Section 178 of the Companies Act, 2013, is adopted by the Board on the recommendation of Nomination and Remuneration Committee.

The remuneration provided to all the directors, key managerial personnel and other employees of the Company is in accordance with the remuneration policy of the Company.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out evaluation of its own performance, the directors individually and evaluation of working of the Committees of the Board during the financial year 2022-23 as per the criteria laid down by Nomination and Remuneration Committee. The evaluation process contained various aspects of the functioning of the Board and its Committees and their roles, frequency of meetings and level of participation.

Further, Independent Directors at a separate meeting held on 29^th March 2023 evaluated performance of the NonIndependent Directors, Board as a whole and that of the Chairman of the Board.

CORPORATE GOVERNANCE

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report.

A Certificate from a Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report and annexed as Annexure- I.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details 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 is annexed as Annexure-II to this report.

During the year under review, there was no employee drawing remuneration in excess of limits prescribed under Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, list of top 10 employees is attached in the Annexure-II forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

(a) In the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards have been followed and there no material departures from the same;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at 31^st March 2023 and of the profit and loss of the company for year ended on that date;

(c) the directors had 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 had 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; and

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

INTERNAL FINANCIAL CONTROL

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

STATUTORY AUDITOR

The Members of the Company at 10th AGM of the Company, held on 30^th September 2021, approved the appointment of M/s. GSA & Associates LLP (Firm Registration No. 000257N/N500339) as Statutory Auditors of the Company, to hold office for a period of five years, from the conclusion of the 10^th AGM till the conclusion of the 15^th AGM.

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on 31^st March, 2023. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

SECRETARIAL AUDITOR

The Board had appointed M/s. Navneet K Arora & Co. LLP to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31,2023, is annexed as Annexure-III (A).

Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, M/s Navneet K Arora & Co LLP, Company Secretaries in Practice has issued Annual Secretarial Compliance Report is also annexed to this report as Annexure- III (B).

The BSE Ltd has imposed a fine of Rs. 59000 and also the demat accounts have been frozen, stating the Company has not complied with Regulation 33 of SEBI (LODR) Regulations 2015 and have not submitted the financial results for the financial year ended 31 ^st March 2022.

However, the Company has filed the financial results for the year ended 31^st March 2022 to the stock exchange on 25^th May 2022 immediately after the conclusion of Board Meeting, which was acknowledged via Acknowledgement No. 4071559 dated 25^th May 2022.

Due to the large size of financial results, the file was only partially uploaded. The matter was taken up to the stock exchange over the telephone and a reply on 07^th June was received from Stock exchange.

The stock exchange responded on 07^th June, keeping in view of the large size of the financial results due to which the financials could only be partially uploaded, directed filing of the complete financials at the earliest failing which action may be initiated.

In this regard we have to inform you that while re-uploading the PDF file of financials under the head of Financial Results at the site of BSE, there was no option of re-submission. Therefore, we have asked Stock Exchange that where to submit the revised file. They suggested uploading the same as the General Announcement.

The Company has already approached to BSE Ltd for waiver of imposing fine, in the month of December 2022. However, the reply from BSE is still awaited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards etc. covered under the Secretarial Audit. The Secretarial Audit Report does contain remark stating that the above matter.

SECRETARIAL STANDARD

The company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meeting and Annual General Meetings.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the said Act, the Annual Return containing details as of March 31, 2023, is available on the Company’s website www.pkrgroup.in.

MEETINGS OF THE BOARD

During the year under the review, the Board of Directors met 4 (Four) times i.e. 25.05.2022, 08.08.2022, 03.11.2022 and 13.02.2023. The details of which are provided in the corporate governance report.

COMMITTEES

i) AUDIT COMMITTEE

The Composition of Audit Committee is as under and is in compliance with the provisions of Section 177 of the Companies Act, 2013 read with Rules thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The scope of the activities of the Audit Committee is set out in the Corporate Governance Report.

Dr. Priya Somaiya (Chairperson) - Independent Director

Mr. Prashant Ranade - Executive Director

Mr. Anil Kohli - Independent Director

All the recommendations made by the Audit Committee of the Company have been considered and accepted by the Board of Directors of the Company.

The members of the Audit Committee met four times during the year under review, details stated in the Corporate Governance Report.

ii) NOMINATION AND REMUNERATION COMMITTEE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations the members of the Nomination and Remuneration Committee met once during the year under review. The details of the constitution of the Nomination and Remuneration Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report.

iii) STAKEHOLDER RELATIONSHIP COMMITTEE

During the year under review, the members of the Stakeholder Relationship Committee met once. The details of the constitution of the Stakeholder and Relationship Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report.

VIGIL MECHANISM/WHISTILE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Company. The details of the Policy are posted on the website of the Company www.pkrgroup.in.

PARTICULARS OF LOANS, OR GUARANTEE OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulation disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the notes to accounts of the Standalone Financial Statement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY OR COURTS

There are no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY

The Company has developed and implementing a risk management policy which includes the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

SUBSIDIARIES

PKR Energy Limited, wholly owned subsidiary of the Company is under the process of Voluntary Winding Up.

The Company has three subsidiaries outside India viz. Global Power and Trading (GPAT) PTE. Ltd., Singapore, and Advance Power and Trading GMBH, in Germany and PKR Technologies Canada Limited.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, a statement containing salient features of the Financial Statements of your Company’s Subsidiaries in Form AOC-1 is attached to Financial Statements annexed as “Annexure-IV”.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

The particulars of all contracts or arrangement entered with the related parties as referred to in Section 188 of the Companies Act, 2013 in the prescribed form AOC-2 is appended as “Annexure-V”.

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

Information required under section 134(3)(m) of the companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is appended as “Annexure- VI”

MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section of section 148 of the Companies Act, 2013 are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act. Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The amount, which it proposes to carry to any reserves.

2. The amount which it recommends should be paid by way of Dividend.

3. Details relating to deposits covered under Chapter V of the Act.

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

5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

6. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”), the Management Discussion and Analysis Report for the year under review, is annexed to this report as “Annexure-VII”.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board Sd/-

Pranav Kumar Ranade

Date: 11.08.2023 (Chairman & Managing Director)

Place: New Delhi DIN: 00005359