Directors Report of Gita Renewable Energy Ltd.

Mar 31, 2024

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:

Particulars	Standalone (in Rs. in Thousands)
	FY 2023-24	FY 2022-23
Revenue from Operation	840.00	2100.00
Other Income	7,923.53	86,620.05
Total Income	8,763.53	88,720.05
Total Expenses	5,178.12	10,132.32
Profit before tax	3,585.41	78,587.74
TAX	950.74	Nil
PAT	2,634.67	78,587.74

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

Sl No	Name of the Member	Executive/Non-Executive / Independent	Profile
1	Seshadri Sekar	Non-Executive Independent	Chairman
2	Sankaran Sivasailapathi	Non-Executive Independent	Member
3	Ramamoorthy Natarajan	Executive- Director	Member

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)

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Mar 31, 2015

Dear Members,

The directors have pleasure in presenting 5th Annual report of the Company together with the financial statements for the year ended 31st March, 2015.

Financial Summary:

The financial highlights for the year under review are as follows:

(Amount in Rupees) Year Ended Year Ended PartlGularS 31.03.2015 31.03.2014

Sales - Net 4,12,71,545 4,43,68,280

Profit /(Loss) after Interest & Depreciation (2,16,15,891) (65,79,040)

Current Tax - 72,809

Deferred Tax (60,21,955) (23,06,774)

Prof it /(Loss) after Tax (1,55,93,936) (43,45,075)

Less: Taxation Adjustments of Previous Years (10,954) -

Add: Balance of Profit brought from previous year 2,93,22,023 72,77,098

Profit available for Appropriation (1,26,72,867) (2,93,22,023)

APPROPRIATIONS

Equity Dividend Proposed (Final) - -

Dividend Distribution Tax (Final) - -

Transfer to General Reserve - -

Balance Carried Forward (1,26,72,867) (2,93,22,023)

Company's performance:

Your Company is engaged in generation of power.

During the year, the turnover was Rs. 41,271,545 /- as against Rs. 44,368,280 /- for the previous year. The loss before tax was Rs. 21,615,891/- as against Rs. 6,579,040/- for the previous year. No transfer of profit to the General reserves under review.

Dividend:

The Board of Directors has not recommended any dividend for the financial year. (Previous year: NIL).

Management Discussion & Analysis:

A detailed analysis on the performance of the industry, the Company, internal control systems, risk management policy are provided in the Management Discussion and Analysis report and form enclosed as Annexure I.

Directors' responsibility statement:

In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 the end of the financial year and of the loss of the company for that period;

(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; and

(e) 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.

Meetings of the Board:

During the year, Seven Board meetings were held under review.

Directors:

Mr.Sunil Kumar Singh was appointed as an Additional Director of the company with effect from February 26, 2015.

Ms.R.Saraswathi was appointed as a women Additional Director of the company with effect from March 31,2015.

Mr.R.Natarajan was appointed as the Chairman and Managing Director of the Company effective from March 31,2015.

The Board seeks members' confirmation for appointment of Ms.R.Saraswathi and Mr.Sunil Kumar Singh as directors and Mr.Natarajan as the Chairman and Managing Director of the company at the ensuing AGM of the company.

Mr.Vishal Bakshi resigned from the directorship effective from February 26, 2015.

Mr.Ravi Kumar Gupta resigned as Chairman and Managing Director of the company effective from March 31, 2015. The Board places its appreciation and thanks to Mr.Vishal Bakshi and Mr.Ravi Kumar Gupta for the services rendered during their tenure.

All the Independent Directors have given the declarations pursuant to Section 149(7) of the Act affirming that they meet the criteria of independence as provided in sub section (6).

Key Managerial Personnel (KMP):

Mr.V.Kumar was appointed as Chief Financial Officer (CFO) of the company effective from March 31,2015.

Particulars of employees and related disclosures:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Sub rules (1) to (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement is enclosed in Annexure II.

Corporate governance:

Your Company is compliant with the Corporate Governance guidelines as prescribed in Clause 49 of the Listing Agreement. Detailed report on the compliance and a certificate by the Statutory Auditors forms part of this report as Annexure III.

Auditors and Auditors' report:

M/s. Chaturvedi & Company, Chartered Accountants, Chennai, retires at the ensuing AGM of the Company and M/s. S.K.Gulecha & Associates, Chartered Accountants, Chennai be appointed as the Auditors of the company.

There are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise.

Particulars of loans, guarantees or investments by the company:

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

Particulars of contracts or arrangements with related parties:

Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 as Annexure - IV.

Material Changes and Commitments:

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (i.e.,March 31, 2015) and the date of the Report i.e., May 29, 2015).

Conservation of Energy, Technology absorption and Foreign Exchange Earnings & Outgo:

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 134 (3) (m) of the companies Act,2013, read with the Companies (Accounts) Rules,2014, is given in Annexure V and forms part of this Report.

Annual return:

The details forming part of the extract of the Annual Return in form MGT-9 is enclosed and marked as Annexure VI.

Remuneration policy:

The remuneration policy of the company is provided in the corporate Governance report that forms an integral part of this report.

Secretarial Audit:

M/s.S.Dhanapal Associates, a firm of Company Secretaries, Chennai had been engaged for the services of Secretarial audit for the financial year 2014-15 pursuant to Section 204 of the Companies Act,2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial audit report in FORM No.MR-3 is enclosed in Annexure VII. The company is taking necessary steps to comply.

Vigil Mechanism / Whistle Blower Policy:

The company has established a vigil mechanism for directors and employees to report genuine concerns pursuant to section 177 of the Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and clause 49 of the Listing Agreement. Deposits:

During the year under review, your Company has not accepted any deposits.

Significant and material orders impacting the company:

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

Board evaluation:

An evaluation on the performance of the Board is provided in the corporate governance report that forms an integral part of this report.

Corporate social responsibility (CSR):

The company is not covered under section 135 of the Companies Act,2013 and formulation of CSR policy and constitution of a CSR committee did not arise.

CEO/ CFO certification:

Mr.R. Natarajan, Chairman and Managing Director and Mr.V. Kumar, Chief Financial Officer have certified to the Board in terms of under the Listing Agreement.

Acknowledgement:

Your directors place on record their great appreciation of the fine efforts of all Executives and Employees of the Company. Your directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of India, the Customers, shareholders and other stakeholders for continuing support and encouragement.

Place: Chennai For and on behalf of the Board of Directors Date: May 29, 2015 R. Natarajan. Chairman & Managing Director

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 4th Annual Report together with the Audited Accounts for the financial year ended 31st March 2014.

FINANCIAL HIGHLIGHTS :

The summarized Financial Results for the year ended 31st March 2014 and for the previous financial year ended 31st March 2013 are as under:

(Amount in Rs.) PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013

Revenue from Operations 44,368,280 62,269,625

Other Income 3,572,659 -

Total Revenue 47,940,939 62,269,625

Total Expenses 54,519,979 61,484,508

Profit after Interest & Depreciation(6,579,040) 785,117

Current Tax 72,809 149,604

Deferred Tax (2,306,774) 1,055,041

Profit after Tax (4,345,075) (419,528)

Add: Taxation Adjustments of Previous Years - -

Add: Balance of Profit brought from previous year - -

Profit available for Appropriation - -

APPROPRIATIONS

Equity Dividend Proposed (Final) - -

Dividend Distribution Ta x (Final) - -

Transfer to General Reserve - -

Balance Carried Forward - -

LISTING OF SHARES:

The Company has obtained an In-principle approval for listing of shares at Bombay Stock Exchange, Mumbai [BSE]. Securities Exchange Board of India (SEBI) also granted a relaxation of Rule 19(2)(b) of Securities Contract (Regulation) Rules, 1957. BSE''s approval for trading is pending.

DIVIDEND:

During the year, the Board of Directors has not recommended any dividend.

AUDITORS REPORT :

The observations made in the Auditors'' Report and Notes on accounts are self-explanatory and do not require any further explanations.

FIXED DEPOSITS :

The Company has not accepted any deposit during the year.

DIRECTORS :

There is no change in directorship.

AUDITORS:

The term of office of M/s. CHATURVEDI & COMPANY, Chartered Accountants, Chennai as Statutory Auditors of the Company will expire with the conclusion of 4th Annual General Meeting of the Company and the Auditors are eligible for appointment.

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

Particulars with respect to Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo as required under section 217 (1) (e) of the companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure I.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and accounts as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to

Directors Responsibility Statement, it is hereby confirmed that:

i) the applicable accounting standards have been followed in preparation of annual accounts for financial year ended 31st March, 2014 and proper explanations have been furnished relating to material departures;

ii) the accounting policies have been selected and applied consistently and reasonably and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of loss of the Company for year under review;

iii) the proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts for financial year ended 31st March 2014 have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

The Company has voluntarily established the various Clauses mandated in the Listing Agreement. Being the Company is in the process of Listing, the required disclosures of the Listing Agreement are not provided together with this report.

DEMATERIALISATION OF SHARES:

The company has entered into an agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dematerialization of the Company''s shares. Members are requested to hold their shares in demat form since it will help in easy trading in shares even though they are informed that holding of shares in demat form is not compulsory but only optional.

PERSONNEL:

Personnel relations with all employees remained cordial & harmonious throughout the year.

ACKNOWLEDGEMENT:

Your Directors place on record their great appreciation of the fine efforts of all Executives and Employees of the Company which was instrumental in achieving the financial results in a difficult year. Your Directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of India, the Customers, the Shareholders and other stakeholders for their support and assistance during the year and look forward their continuing support and encouragement in future.

For and on behalf of Board of Directors,

Date : 04.08.2014 RAVI KUMAR GUPTA Place : Chennai Chairman & Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 3rd Annual Report together with the Audited Accounts for the financial year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

The summarized Financial Results for the year ended 31st March 2013 and for the previous financial year ended 31st March 2012 are as under:

(Rs. in Lakhs) PARTICULARS Year Ended Year Ended 31.03.2013 31.03.2012

Revenue from Operations 622.69 -

Total Revenue 622.69 -

totalal Expenses 614.84 -

Profit after Interest & Depreciation 7.85 (0.17)

Provision for Tax 1.49 -

Deferred Tax 10.55 -

profit after Tax (4.19) (0.17)

Add: Taxation Adjustments of Previous Years - -

Add: Balance of Profit brought from previous year - -

Profit available for Appropriation -

APPROPRIATIONS

Equity Dividend Proposed (Final) - -

Dividend Distribution Tax (Final) - -

Transfer to General Reserve - -

Balance Carried Forward - -

SCHEME OF ARRANGEMENT:

The Honourable High Court of Judicature at Madras vide its Order dated 04.01.2013 sanctioned the Scheme of Arrangement between Kanishk Steel Industries Limited ("Demerged Company"), Gita Renewable Energy Limited ("the Company" or "First Resulting Company") Chennai Ferrous Industries Limited ("Second Resulting Company") and their respective Shareholders under Section 391 to 394 of Companies Act, 1956 ("the Scheme"). Pursuant to the Scheme, the Power Division of Kanishk Steel Industries Limited has been vested with the Company, as a going concern basis. The Scheme became effect on 28.02.2013.

The Demerged Company fixed 05.04.2013 as Record date for ascertaining its Members who would be entitled to receive the shares as mentioned below:

- 1 (one) equity share in Gita Renewable Energy Limited of face value of Rs.10/- each as fully paid up for 7 (Seven) equity shares of Rs.10/- each fully paid up held in the Demerged Company;

Accordingly, the Board of Directors of the Company allotted 4062296 numbers of Equity Shares of Rs.10/- each fully paid up on 19.04.2013 pursuant to scheme. The cost of acquisition of Equity Shares in the Demerged Company and Resulting companies has been apportioned as follows: Kanishk Steel Industries Limited: 36.36%; Gita Renewable Energy Limited: 34.80% and Chennai Ferrous Industries Limited : 28.85%.

LISTING OF SHARES:

The Company has filed an application seeking listing of shares at Bombay Stock Exchange, Mumbai (BSE). Approval from BSE is expected shortly.

The information Memorandum filed with BSE is available in the Company''s website www.gitarenewable.com DIVIDEND:

Your Board of Directors has not declared any dividend for the year.

DIRECTORS:

During the year 2012-13, there is no change in directorship, under review. Mr.Ravi Kumar Gupta was designated as Chairman and Managing Director of the Company on 03.06.2013 and the Board of Directors seeks Members'' ratification at the ensuing Annual General Meeting.

Mr.Vishal Bakshi and Mr.C.K.Sharma were appointed as Additional Directors on 03.06.2013 and they are proposed to appoint as Directors of the Company at the ensuing Annual General Meeting.

Mr.Rajesh Kumar Gupta and Ms.Avantika Gupta resigned as Directors of the Company on 03-06-2013. The Board expresses its sincere thanks and appreciation for their services during their tenure.

AUDITORS'' REPORT:

The observations made in the Auditors'' Report and Notes on accounts are self-explanatory and do not require any further explanations.

FIXED DEPOSITS:

The Company has not accepted any deposit during the year.

AUDITORS:

M/s.CHATURVEDI & COMPANY, Chartered Accountants, Chennai retire at the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment.

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

Particulars with respect to Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo as required under section 217 (1) (e) of the companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure I and form part of this report.

PARTICULARS OF EMPLOYEES:

For the year 2012-13 under review, the information required as per section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, about the particulars of employees is not provided as there are no employee who are in receipt of remuneration of more than Sixty lakhs rupees per financial year and Five Lakhs rupees per month.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) the applicable accounting standards have been followed in preparation of annual accounts for financial year ended 31st March, 2013 and proper explanations have been furnished relating to material departures;

(ii) the accounting policies have been selected and applied consistently and reasonably and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of loss of the Company for year under review;

(iii) the proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts for financial year ended 31st March 2013 have been prepared on a going concern basis.

DEMATERIALISATION OF SHARES:

The company has entered into an agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dematerialization of the Company''s shares. Members are requested to hold their shares in demat form since it will help for easy trading of shares. Holding of shares in demat form is not compulsory but only optional.

PERSONNEL:

Personnel relations with all employees remained cordial & harmonious throughout the year under review. Your Directors wish to place on record their deep appreciation to the efficient and loyal services rendered by all staffs and workman of the company.

ACKNOWLEDGEMENT:

Your Directors place on record their great appreciation of the fine efforts of all Executives and Employees of the Company. The Directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of India, State Bank of Patiala, Corporation Bank and other commercial Banks, the Customers, Shareholders and investors for their unstinted support and assistance during the year and look forward to their continuous support assistance and encouragement in future.

For and on behalf of Board of Directors of Gita Renewable Energy Limited,

Date : 6th August, 2013 RAVI KUMAR GUPTA Place: Chennai Chairman and Managing Director

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Mar 31, 2012

Dear Shareholders,

The Directors take pleasure in presenting the 2nd Annual Report of the Company together with the Audited accounts for the year ended 31st March 2012.

BUSINESS ACTIVITY

The Company is to carry on the business of Power Generation from Renewable sources.

CORPORATE RESTRUCTURING THROUGH SCHEME OF ARRANGEMENT:

The Company has filed its petition and looks forward to obtain the sanction of Hon''ble High Court of Judicature at Madras to the SCHEME OF ARRANGEMENT between Kanishk Steel Industries Limited ("Demerged Company"), Gita Renewable Energy Limited ("First Resulting Company ") and Chennai Ferrous Industries Limited ("Second Resulting Company") and their respective Shareholders under Section 391 to 394 of Companies Act, 1956.

DEPOSIT:

The Company has not accepted any deposits during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act 1956, the Directors confirm that:

i. In the preparation of Annual Accounts for the year ended March 31st 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 31st March 2012;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis.

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 217(1)(e) of the companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure-I and forms part of this Report.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and accounts as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company at the Registered Office of the Company.

AUDITORS:

M/s. CHATURVEDI & COMPANY, Chartered Accountants, [Firm Registration No: 302137E], Chennai, hold office till the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment.

DIRECTORS:

The Board of Directors at their meeting held on 31.03.2012, appointed Ms.Avantika Gupta as an additional Director of your company pursuant to Section 260 of the Companies Act, 1956. Ms.Avantika Gupta holds office upto the date of this Annual General Meeting and is proposed to be appointed as Director at this Annual General Meeting.

Mr. Arvind Gupta resigned from Directorship effective from 31.03.2012. The Board places on record the invaluable services rendered by Mr. Arvind Gupta during his tenure as a Director of the Company.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to offer their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, Bankers, Customers, Shareholders, investors & all other business associates for their unstinted support and assistance and look forward to their continuing support and encouragement.

For and on behalf of Board of Directors

Date: 25.072012 RAJESH KUMAR GUPTA RAVI KUMAR GUPTA Place: Chennai Director Director