Your Directors are pleased to present the 14th (Fourteenth) Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024 ("Financial Year under review").

Financial Performance

The key highlights of the Company's financial performance for the Financial Year ended March 31, 2024 as compared to the previous Financial Year ended March 31, 2023 are summarised below:

On a standalone basis, the revenue from operations for the Financial Year 2023-24 stood at Rs. 8.40 lakh as compared to Rs. 21 lakhs in the Financial Year 2022-23, Total revenue for the Financial Year 2023-24 stood at Rs. 87.63 lakh as compared to Rs. 887.20 lakhs in the Financial Year 2022-23. The Tax provision of Rs. 9.50 lakh for the FY 2023-24 has been considered as per IND-AS Compliances. Total profit after tax for the Financial Year 2023-24 stood at Rs. 26.34 lakh as compared to Rs. 785.88 lakhs in the Financial Year 2022-23.

Business Overview

The Company is providing operations and maintenance ("O&M") services for generating Renewable energy from non-conventional sources, including for projects constructed by third parties.

The Company's operations are supported by a competent and engineering team which is responsible for designing solutions that it believes are innovative and cost effective, with an aim to increase the performance ratio of various generation of renewable energy projects.

Share Capital

There was no change in the Share Capital of the Company during the Financial Year under review. As on March 31, 2024, 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 10/- (Rupee Ten only) each fully paid.

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

Material Events during the Financial Year under Review

During the Financial Year under review, there is no material event have been done other than declaration financial results for quarterly, half yearly or Yearly basis.

Transfer to Reserves

No amount has been transferred to general reserves for the Financial Year ended March 31, 2024.

Dividend

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

Particulars of Loans, Guarantees, Investments & Securities

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's Company has not invited or accepted any deposits during the financial year ended on 31st March, 2024 under Section 73 of the Companies Act, 2013 and rules made thereunder.

Directors & Key Managerial Personnel

Directors

As on March 31, 2024, the Board comprises of 1 Managing Director, 1 Non- Executive woman Director and 2 (two) Non-Executive Independent Directors.

Retiring by rotation at the ensuing 14^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 14^th Annual General Meeting ("14^th AGM").

The approval of the Shareholders will be sought at the 14^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 Director's Database maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise and holds 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 are 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, 2024:

Mr. Kumar Vaidyanathan Chief Financial Officer

Mr. Manas Ranjan Sahoo Company Secretary

Performance Evaluation of the Board, its Committees and Individual Directors

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

Directors' Responsibility Statement

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, 2024, 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, 2024 and of the profit of the Company for the year ended on March 31, 2024;

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, 2024 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 Company's performance and strategies. During the Financial year under review, 5 (Five) Board meetings were held. The Board meeting was held on 23^rd May 2023, 14^th August 2023, 26^th August 2023,03^rd November 2023 and 30^th January 2024.

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 Company's performance and strategies and recommend the Board for the review and approval. The Audit Committee met four times during the year 2023-24.

The Nomination and Remuneration Committee met once during the year 2023-24.

The Stakeholders Relationship Committee met Nine times during the Financial Year 2023-24. The Risk management Committee met Four times during the financial year 2023-24.

The CSR Committee met once during the financial year 2023-24 for formation of CSR Committee under Section 135 as recommendation of the Board.

Committees of the Board

The Company has constituted the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Risk Management Committee;

4. Stakeholders' Relationship Committee; and

5. CSR Committee

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

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

As per section 135 of the Companies Act, 2013 every company having Net worth of Rs. 500 crore or more or Turnover of Rs.1000 Crore or more or Net Profit of Rs. 5 Crore or more during the immediately preceding financial year shall constitute the Corporate Social Responsibility Committee of the Board of Directors of the Company.

Accordingly, since the Company fulfilled the aforesaid criteria for the Financial Year 2023-24, Board of Directors of the Company has constituted the Corporate Social Responsibility Committee on the Board meeting dated 23^rd May 2023 to comply the above section on recommendation of Audit Committee.

The CSR committee consists of following Directors

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 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.

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

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 2023-24 in the prescribed Form No. MGT-7 is available on the Company's website at https: / / www.gitarenewable.com / services.html

Business Responsibility and Sustainability Report

SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. May 05, 2021, has introduced new reporting requirements for the top 1000 listed companies with effect from the Financial Year 2023-24 on ESG (Environment, Social and Governance) parameters called the Business Responsibility and Sustainability Report ("BRSR").

The Company is not required to submit the BRSR under the above said regulations

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.

The Report on Corporate Governance is not required as stipulated under the as per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 and other applicable SEBI regulations

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

Employee Stock Options Plan

The Company has not issued any shares under Employee Stock Options Plan

Statutory Auditor

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 2025-26.

The Notes on financial statement 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, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 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 Arrangement 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 arm's 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 Company's 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 (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 Company's Whistle blower Policy encourages its Directors and Employees and also its Stakeholders to bring to your Company's 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 Company's 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 Company's policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of your Company.

The Company is using 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 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 adequate and effective system of internal controls to ensure compliance with the requirements of the PIT Regulations.

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 average of 3 years of Net Loss of the Company is 1.29 Cr. Therefore, the CSR obligation for the Financial Year 2023-24 is Nil.

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 of during the financial year : Nil

c) Number of complaints pending as on end of the financial year : 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 Company's 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 Company's objectives. Risk management, which aims at managing the impact of these uncertainties, is an integral part of the Company's 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 Company's longterm goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from Employees across the organization. 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 Company's Senior Management, the Audit Committee, the Risk Management Committee and the Board.

Mitigation plans to 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.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the Financial Year 2023-24, no order has been passed by any regulatory authorities or Courts impacting the going concern status and Company's operations in future.

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 Company's 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, 2024, 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.

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 Company's 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

Sd/-

Place: Gummidipoondi R. Natarajan

Date : August 28^th 2024 Chairman & Managing Director

(DIN-00595047)