Gita Renewable Energy Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 15^th (Fifteenth) Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 ("Financial Year under review").

Financial Performance.

The key highlights of the Companys financial performance for the Financial Year ended March 31, 2025 as compared to the previous Financial Year ended March 31, 2024 are summarised below:

Particulars	Standalone (in Rs. in Thousands)
	FY 2024-25	FY 2023-24
Revenue from Operation	560.00	840.00
Other Income	1144.65	7,923.53
Total Income	1704.65	8,763.53
Total Expenses	5665.33	5,178.12
Profit before tax	(3960.69)	3,585.41
TAX	(33.94)	950.74
PAT	(3926.75)	2,634.67

On a standalone basis, the revenue from operations for the Financial Year 2024-25 stood at Rs. 5.60 lakhs as compared to Rs. 8.40 lakhs in the Financial Year 2023-24, Total revenue for the Financial Year 2024-25 stood at Rs. 17.04 lakhs as compared to Rs. 87.63 lakhs in the Financial Year 2023-24. The Tax provision of Rs. (3.394) lakhs for the FY 2024-25 has been considered as per IND-AS Compliances. Total profit after tax for the Financial Year 2024-25 stood at Rs. 39.2675 lakhs as compared to Rs. 26.34 lakhs in the Financial Year 2023-24.

Share Capital.

There was no change in the Share Capital of the Company during the Financial Year under review. As on March 31, 2025, the issued, subscribed and paid-up Equity Share Capital of the Company stood at Rs. 4,11,22,960/- comprising of 41,12,296 Equity Shares of Rs.10/- (Rupees Ten only) each fully paid.

Details of Funds Raised Through Issue of Securities.

During the Financial Year under review, the Company has not raised any funds through Issue of any Securities.

Material Changes or commitments.

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

Transfer to Reserves.

No amount has been transferred to general reserves for the Financial Year ended March 31, 2025. Dividend.

The Directors do not recommend any dividend for the Financial Year under review.

Particulars of Loans, Guarantees & Investments.

Loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the Financial Statements provided in this Annual Report.

Public Deposits.

Your Company has not invited or accepted any deposits during the financial year ended on 31st March, 2025, under Section 73 of the Companies Act, 2013, and rules made thereunder.

Directors & Key Managerial Personnel.

Directors

As of March 31, 2025, the Board comprises of 1 Managing Director, 1 Non-Executive Woman Director and 2 (two) Non-Executive Independent Directors.

Re-Appointment of Managing Director.

Mr. R Natarajan (DIN: 00595027), Managing Director whose term of office is concluding on 31^st March, 2025 is liable to be appointed for another term of five years

The approval of the Shareholders will be sought at the 15^th AGM for re- appointment of Mr. R Natarajan, (DIN: 00595027), Managing Director as the Managing Director to hold office with effect from 01^st April, 2025 to 31^st March, 2030.

Retiring by rotation at the ensuing 15^th Annual General Meeting.

Pursuant to the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mrs. Saraswathi (DIN: 07140959), Non-Executive Non-Independent Director of the Company is liable to retire by rotation in the ensuing 15^th Annual General Meeting ("15^th AGM").

The approval of the Shareholders will be sought at the 15^th AGM for appointment of Mrs. Saraswathi (DIN: 07140959) as a Non-Executive Non-Independent Director on the Board of the Company.

Declaration by Independent Directors.

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

The Board is of opinion that the Independent Directors of the Company possess the requisite qualifications, experience, and expertise and hold the highest standards of integrity.

Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, for attending the Board/ Committee meetings of the Company.

None of the Directors of the Company is disqualified to act as a Director under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel.

During the Financial Year under review, there were no changes in the Key Managerial Personnel ("KMPs") of the Company.

Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the Rules framed thereunder, the following persons are KMPs of the Company as on March 31, 2025:

Mr. R Natarajan	Managing Director
Mr. Kumar Vaidyanathan	Chief Financial Officer
Mr. Manas Ranjan Sahoo	Company Secretary

Performance Evaluation of the Board, its Committees and Individual Directors.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the Directors individually, as well as the working of the Committees of the Board. The evaluation process was carried out through structured discussions led by the Chairman, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance of individual Directors was evaluated on parameters such as preparedness, participation, quality of contribution, and effectiveness of decision-making. The Committees were assessed on the clarity of their roles, effectiveness of recommendations, and the level of oversight provided.

Based on the evaluation, the Board expressed satisfaction with the overall performance of the Board, its Committees and the individual Directors.

Directors Responsibility Statements.

Pursuant to Section 134(5) of the Act, the Board of the Company hereby confirms that:

1. in the preparation of the Annual Financial Statements for the Financial Year ended on March 31, 2025, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year ended on March 31, 2025;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts for the Financial Year ended on March 31, 2025 are prepared on a going concern basis;

5. they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Meetings of the Board of Directors.

The Board meets at regular intervals to discuss and decide on the Companys performance and strategies. During the Financial year under review, 5 (Five) Board meetings were held. The Board meeting was held on 17^th May 2024, 13^th August 2024, 28^th August 2024,13^th November 2024 and 12^th February, 2025.

All the information that is required to be made available to the Directors in terms of the provisions of the Act and the SEBI Listing Regulations, so far as applicable to the Company, is made available to the Board.

Committee Meetings.

The Audit Committee met at regular intervals to discuss and decide on the Companys performance and strategies and recommend the Board for review and approval. The Audit Committee met four times during the year 2024-25.

The Nomination and Remuneration Committee met once during the year 2024-25.

The Stakeholders Relationship Committee met 11 times during the Financial Year 2024-25. Committees of the Board.

The Company has constituted the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

The composition of each of the above Committees is available in our website https://www.gitarenewable.com/services.htm

All the recommendations made by the various Committee(s), during the year, were accepted by the Board of your Company.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Board has adopted a Nomination and Remuneration Policy in terms of the provisions of Section 178(3) of the Act and the SEBI Listing Regulations, dealing with the appointment and remuneration of Directors, Key Managerial Personnel ("KMP"). The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors and KMP. The same has been available on the website of the Company at https://www.gitarenewable.com/services.htm

Internal Financial Control Systems and its Adequacy.

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the Management and suggest improvements.

The Audit Committee of the Board approves the annual internal audit plan and periodically reviews the progress of audits as per the approved audit plan, along with critical internal audit findings presented by internal auditors, status of implementation of audit recommendations, if any, and adequacy of internal controls.

The details with respect to internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this Annual Report. (Annexure-1)

Annual Return.

In terms of the provisions of Section 92(3) and Section 134 (3) (a) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 2024-25 in the prescribed Form No. MGT-7 is available on the Companys website at https://www.gitarenewable.com/services.htm

Corporate Governance.

The Company believes that an effective framework of Corporate Governance is the foundation for sustainable growth and long-term shareholders value creation. It is critical to ensure sound Corporate Governance for enhancing and retaining stakeholders trust and your Company seeks to ensure that its performance goals are met accordingly. The efforts of the Company are focused on long term value creation to all its stakeholders, including members, customers, partners, employees, lenders and the society at large. The Board reaffirms its continued commitment to good corporate governance practices.

A certificate from M/s. M K Madhavan & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company confirming compliance with the non-applicability of corporate governance as stipulated under the SEBI Listing Regulations, is annexed to this Report. (Annexure-2)

Credit Rating.

The Company has not obtained any credit rating from any credit rating agency.

Disclosures with respect to demat suspense account/ unclaimed suspense account as per Schedule-V Part -F of SEBI (LODR) regulation 2015-

SL No Disclosures	Quantity
a. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;	20,844
b. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year;	NIL
c. Number of shareholders to whom shares were transferred from suspense account during the year;	NIL
d. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;	20,844
e. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.	NIL

Employee Stock Options Plan.

The Company has not issued any shares under Employee Stock Options Plan Auditors & Reports Statutory Auditors

Pursuant to the provisions of Sections 139, 142 of the Act read with Companies (Audit & Auditors) Rules, 2014, M/s S.K. Gulecha & Associates, Chartered Accountants, Chennai (Firm Registration No. 013340S) were appointed as the Statutory Auditors of the Company by the shareholders for a term of five consecutive years, from the conclusion of the 10th Annual General Meeting (AGM) of the Company till the conclusion of the 15th Annual General Meeting to be held in the year 202526. The Board proposed the appointment of M/s. Aayush Bohra A & Co., Chartered Accountants, Chennai (Firm Registration No. 026932S) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 15^th Annual General Meeting upto the conclusion of 20^th Annual General Meeting. The Board has received the necessary consent letter as specified in section 141 of the Companies Act, 2013.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. M K Madhavan & Associates, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025, is annexed herewith as (Annexure-3) to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Particulars of Contracts or Arrangements with Related Parties.

All contracts/ arrangements/ transactions entered into by the Company during the Financial Year with its related parties were approved and reviewed by the Audit Committee from time to time and the details of same are disclosed as part of the Financial Statements of the Company for the Financial Year under review, as per the applicable provisions of the Act.

All contracts/ arrangements/ transactions with related parties entered into during the Financial Year were at arms length and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made thereunder, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions. During the Financial Year under review, there were no transactions for which consent of the Board was required to be taken and accordingly, no disclosure is required in respect of the Related Party Transactions in the Form AOC-2 in terms of Section 134 of the Act and Rules framed thereunder. The Nil Form AOC-2 is annexed as Annexure-4.

Vigil Mechanism/ Whistle Blower Policy.

Your Company promotes ethical behavior in all its business activities and your Company has adopted a Policy on Vigil Mechanism and Whistle Blower in terms of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations for receiving and redressing complaints from Employees, Directors and other Stakeholders.

Your Companys Whistle blower Policy encourages its Directors and Employees and also its Stakeholders to bring to your Companys attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company, or actual or suspected instances of leak of Unpublished Price Sensitive Information ("UPSI") that could adversely impact your Companys operations, business performance and/ or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is your Companys policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of your Company. The Whistle blower policy has been displayed on the website of the Company at https://www.gitarenewable.com/services.htm

The Company is using the SDD platform to track the same.

Code for Prevention of Insider Trading.

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, ("PIT Regulations") as amended, the Company has formulated and adopted the Internal Code of Conduct to regulate, monitor and report trading by Insiders ("the Insider Trading Code"). The Insider Trading Code prohibits dealing in securities of the Company by the designated persons and their immediate relatives, while in possession of unpublished price-sensitive information in relation to the Company and during the period(s) when the trading window is closed.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code of Fair Disclosure") in line with the PIT Regulations and has formulated a Policy for the determination of ‘legitimate purposes as a part of the Code of Fair Disclosure. The Code of Fair Disclosure also includes policy for procedures of inquiry in case of leak of (UPSI) and aims at preventing misuse of UPSI.

Pursuant to the above, the Company has put in place an adequate and effective system of internal controls to ensure compliance with the requirements of the PIT Regulations. The same has been available at the website of the Company at https://www.gitarenewable.com/services.htm

Corporate Social Responsibility.

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, During the Financial Year 2023-24, the Net Profit of the Company is 0.36 Cr. Therefore, the CSR obligation for the Financial Year 2024-25 is Nil. Hence, the CSR is not applicable to the Company.

Policy on Code of Business Ethics and Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013.

The Company places importance in the way its business is conducted and the way each employee performs his/ her duties. The Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. The Company has Code on Business Ethics Policy ("Code") setting out the guiding fundamentals for the organization to conduct its business. The Code provides for the matters related to governance, compliance, ethics and other matters.

The Company has always believed in providing a safe and harassment free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment.

a) Number of complaints received during the financial year : Nil

b) Number of complaints disposed off during the financial year : Nil

c) Number of complaints pending for more than 90 days: Nil

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo.

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this Report as (Annexure-5)

Particulars of Employees.

Disclosure with respect to remuneration of Directors and Employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("said Rules") forms part of this Report as (Annexure 6)

Risk Management.

Risk management is integral to the Companys strategy and for the achievement of the long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks.

The challenges faced by the Company have brought a mix of opportunities and uncertainties impacting the Companys objectives. Risk management, which aims at managing the impact of these uncertainties, is an integral part of the Companys strategy setting and decision-making process. The Company regularly identifies uncertainties and after assessing them, devises shortterm and long-term actions to mitigate any risk which could materially impact your Companys long term goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from Employees across the organisation. The Company engages regularly with various stakeholders to foresee changing/ emerging expectations and proactively tries to integrate the same with the overall plans and priorities of the Company. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to the Companys Senior Management, the Audit Committee, the Risk Management Committee and the Board.

Mitigation plans to mitigate significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership. The Company endeavours to continually sharpen its risk management systems and processes in line with a rapidly changing business environment.

Further details on the risk management activities including the implementation of Risk Management framework/ policy, key risks identified and their mitigations are covered in the Management Discussion and Analysis, which forms part of this Annual Report.

Secretarial Standards.

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively.

General.

The Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/ events have not taken place during the year under review:

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and the Companys operations in future.

• The Company has not accepted any deposits within the meaning of Section 2(31) and Section 73 of the Act and the Rules framed thereunder. As on March 31, 2025, there were no deposits lying unpaid or unclaimed.

• There is no plan to revise the Financial Statements or Directors Report in respect of any previous Financial Years.

• The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

• The Company has not issued shares (including sweat equity shares) to employees under any schemes.

• No material changes and commitments have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report affecting the financial position of the Company.

• In the absence of any amounts required to be transferred to the Investor Education and Protection Fund (IEPF) under Section 125(1) and Section 125(2) of the Act, the Company was not required to transfer any such sum to the IEPF.

• Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act, is not required to be done by the Company. Accordingly, such accounts and records are not prepared nor maintained by the Company.

• No application has been made against the Company under the Insolvency and Bankruptcy Code, 2016 ("IBC") hence the requirement to disclose the details of application made or any proceeding pending under the IBC (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable. There was no instance of onetime settlement with any Bank or Financial Institution.

• The Company has made compliances pertaining to the provisions of Maternity Benefit Act, 1961.

• No Frauds has been reported by auditors to the Audit Committee under Section (12) of Section 143 of Companies Act, 2013.

• The Company doesnt have any subsidiary/ Joint Ventures/Associates Companies during the year.

• The Company is not mandated to maintain the cost records under Section 148 (1) of the Companies Act, 2013.

Acknowledgement.

The Directors take this opportunity to express their appreciation for the support and cooperation extended by our Customers, Bankers, Vendors, Suppliers, Sub-Contractors and all other stakeholders. The Directors gratefully acknowledge the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys employees at all levels. Your Directors also appreciate and acknowledge the confidence reposed in them by the Members of the Company.

	For and on behalf of the Board of Directors
Place: Gummidipoondi	R. Natarajan
Date : August 25th 2025	Chairman & Managing Director
	(DIN-00595047)