GREENTECH
ENERGYEmpowering the Nation
ANNUAL REPORT 2024/25
Empowering the Nation
Our Vision
"Greentech Energy to be the preferred choice and the leader in providing energy solutions through which the company strives to enhance shareholder value whilst contributing to the socio economic
development of the country."
Our Mission
We are committed to value creation by fulfilling the needs of trade and industry and meeting the national energy requirements by providing competitive and high quality products, services and renewable energy solutions.
We aim to accomplish this through continuous development of the existing business and by diversifying into new products, markets and services and renewable energy projects through optimum procurement, production and distribution in a sustainable and environment friendly manner. In doing so, the company will always be mindful of the obligations to society, the customers, shareholders and the employees.
Contents
Corporate Information 3
Financial Highlights/Financial Calendar 4
Chairman's Review 5
Board of Directors and the Management Team 6
Annual Report of the Board of Directors 7-10
Directors' Profile 11
Statement of Corporate Governance 12-16
Risk Management 17
Statement of Directors' Responsibility 18
Audit Committee Report 19
Related Party Transaction Review Committee 20
Nomination and Governance Committee Report 21
Independent Auditor's Report 22-23
Statement of Comprehensive Income 24
Statement of Financial Position 25
Statement of Changes in Equity 26
Statement of Cash Flow 27
Notes to the Financial Statements 28-49
Ten Year Summary 50
Shareholders Information 51-53
Definitions 54
Notice of Meeting 55
Form of Proxy 56
Corporate Information As at 31st March 2025Name of Company Greentech Energy PLC (PV 17807 PB/PQ)
Legal Form A Limited Liability Company incorporated in Sri Lanka on 19th
March 1979 and converted to a Public Limited Liability Company on 21st November 2011. Name since changed to Mackwoods Energy PLC upon the Company being listed on the Diri Savi Board of CSE on 25thApril 2012 and further Name changed to Greentech Energy PLC at the 12thAnnual General Meeting by adopting the special resolution.
Registered Office Greentech Energy PLC
No. 175/1, Ragama Road, Kadawatha. Tel: +94 11 2697965
Fax: +94 11 2699454
Secretaries Siyapatha Management Services (Private) Limited No. 175/1, Ragama Road, Kadawatha.
Auditors S.Saverimuttu& Company Chartered Accountants P.O.Box : 936, 3rdFloor, Y.M.B.A.Building,Colombo 1.
Tel: +94 11 5742104/2329554
Registrars SSP Corporate Services (Pvt) Ltd
No 101, Inner Flower Road, Colombo 3
Board of Directors Dr. C.N.A.Nonis, BSc (Hons), MBBS(Lond), MRCP(UK) -Chairman
Dr. H.Shafeeu, PhD, MEng (Hons), CEng, MIEE
Mr. C.H.Munasinghe Mr. I.C.K.Perera ACA Mr. S D N K Gajasinghe
Bankers Pan Asia Banking Corporation PLC 996A, Maradana Road, Colombo 08.
Union Bank Plc
40, Gnanartha Pradeepa Mawatha, Colombo 08.
Peoples Bank
Duke Street, Colombo 01.
Bank of Ceylon BOC Square, No 01,
Bank of Ceylon Mawatha, Colombo 01.
Lawyers F J & G De Saram (Attorneys at Law & Notaries Public) No. 216, De Saram Place, Colombo 10
Financial Highlights/Financial CalendarYear Ended 31stMarch | 2025 | 2024 |
Rs '000s | Rs '000s | |
Summary of Results | ||
Revenue | 17,860 | 20,656 |
Total Comprehensive Income | 1,077 | (7,849) |
Balance Sheet Highlights | ||
Stated Capital | 555,583 | 555,583 |
Total Equity | 289,960 | 288,882 |
Net Assets | 289,960 | 288,882 |
Total Assets | 302,484 | 301,538 |
No of Ordinary Shares | 100,000,000 | 100,000,000 |
Shareholders Information | ||
Earnings Per Share (Rs) | 0.01 | -(0.08) |
Net Assets Per Share (Rs) | 2.90 | 2.88 |
Current Ratio (Times) | 21.03 | 20.62 |
Market Price as at 31st March (Rs) | 2.10 | 1.90 |
Market Capitalization as at 31st March (Rs) | 210,000,000 | 190,000,000 |
Dividend Payout | ||
Financial Calendar | ||
1st Quarter Report | 16thAugust 2024 | |
2nd Quarter Report | 22ndNovember 2024 | |
3rd Quarter Report | 20thFebruary 2025 |
4th Quarter Report 30thMay 2025
Annual Report 2024/25 20thSeptember 2025
14th Annual General Meeting 24thOctober 2025
Chairman's Review
On behalf of the Board of Directors, I have pleasure in presenting you the Annual Report and the Audited Accounts of the Company for the year ended 31st March 2025.
The global renewable energy sector is experiencing robust growth, mainly driven by solar and wind power, with global renewable electricity generation projected to nearly double by 2030. This expansion is critical for reducing carbon emissions, with forecasts showing renewables meeting almost half the world's electricity demand by the decade's end. Key trends include tripling solar PV capacity, almost doubling wind capacity, increased demand for renewable fuels in transport, and a growing market value, though challenges remain in regions with high investment needs in developing countries.Sri Lanka's commitment to renewable energy is a strategic imperative, with advancements in solar, wind, hydro, and biomass crucial for securing a stable, sustainable power supply and achieving national energy goals.
Although the Company navigated a mixed operating environment and was impacted by significant economic challenges prevailing in the Country last year, the Company delivered a modest improvement in profitability for the year. The positive trend in the macroeconomic environment over the next year will provide substantial opportunity in the emerging energy market, and the management team is working towards capitalizing on these opportunities, in line with the Government's target of achieving 70% renewable energy generation by 2030. Therefore, notwithstanding the challenges of the preceding year, we are confident of positive growth in the year ahead.
The Company remains optimistic that selective investment and disciplined execution will position Greentech Energy Plc to capture growth opportunities in Sri Lanka's evolving energy landscape. In this context the Company has continued to make substantial progress in discussions towards establishing collaborative and strategic partnerships to add value in terms of technical and financial investments, which will in turn generate sustainable cashflows and greatly enhance shareholder value in the future.
My sincere thanks to the Management Team and employees, for their dedication and commitment. I also convey my appreciation to my colleagues on the Board for their ready support and co-operation at all times, and to all our stakeholders who have stood by us during this year.
Dr. C.N.A. Nonis Chairman
Board of Directors and the
Management Team As at 31st March 2025
BOARD OF DIRECTORS
Dr. Chrisantha Nicholas Anthony Nonis Chairman/Non-Executive Director Dr. HassanShafeeu Independent Non-Executive Director
Mr. C. H. Munasinghe Non-Executive Director
Mr. I. C.K.Perera MrS.D.N.K.Gajasinghe
Independent Non-Executive Director Executive Director
SENIOR MANAGEMENT
S P Jayasekera Chief Executive Officer
Annual Report of the Board of DirectorsThe Directors of the Company have pleasure in presenting their Annual Report together with the Audited Financial Statements of Greentech Energy PLC for the year ended 31st March 2025.
Company's Name
The Company name changed to Mackwoods Energy PLC following the listing on the DiriSavi Board of the Colombo Stock Exchange on 25th April 2012. Further Name changed to Greentech Energy PLC at the 12th Annual General Meeting by adopting the special resolution
Parent Enterprise
The Company's parent undertaking is Mackwoods (Pvt) Ltd, which is a member of the Mackwoods
Group of Companies.
Principal Activities
The principal activities of the Company are the provision of energy solutions covering a range of products and services.
Review of Performance
A brief review of the Company performance and the state of affairs of the company during the year are
given in the Financial Statements and the related notes and the Chairman's Review.
Financial Statements
The Financial Statements of the Company for the year ended 31stMarch 2025 are given on pages 24 to 49.
Auditors' Report
The Auditors' report on the financial statements is given on page 22 to 23.
Accounting Policies
The accounting policies adopted in the preparation of the financial statements are given as notes to the financial statements.
Corporate Governance
Details of Corporate Governance practices of the company are given in the statement of the Corporate Governance.
Capital Expenditure & Investments
Short-term investments (intergroup) amounted to Rs. 38.90 Mn as at 31st March 2025.
Contingent Liabilities & Capital Commitments
Contingent Liabilities and Capital Commitments as at the year-end are disclosed in Note 27.
Events occurring after the Reporting date
All material events after the reporting date have been considered and where necessary adjustments have been made in the financial statements.
Financial Results and Appropriations
Total Comprehensive Income of the Company for the financial year ended 31st March 2025 is Rs 1.07 Mn {2024: Rs.7.84Mn}.
Annual Report of the Board ofDirectors(Contd.)
2023/24 Rs. 000's | 2024/25 Rs. 000's | ||
Balance brought forward 01.04.2023 | (269,136) | (266,700) | |
Prior Year Adjustment | 10,285 | 0 | |
Current Year's Net Profit/ (Loss) after taxation | 2,761 | 3,093 | |
Other comprehensive income | -10,610 | -2,015 | |
Appropriations | (266,700) | (265,622) | |
Dividends | |||
Balance carried forward | (266,700) | (265,622) |
Stated Capital
The Stated Capital of the Company as at 31st March 2025 is Rs.555,583,112/- made up of 100,000,000 ordinary shares.
Directorate
The names of the Directors of the Company who held office as at 31stMarch 2025 are given below and their brief profiles are given in page11.
Dr. C.N.A.Nonis, BSc.(Hons.)(London), MBBS (London), MRCP (UK)
Chairman - (Non-Executive Director)
Dr. H. Shafeeu, PhD, MEng (Hons), CEng, MIEE
(Independent Non-Executive Director)
Mr. C.H.Munasinghe (Non-Executive Director)
Mr.I.C.K.Perera, ACA
(Independent Non-Executive Director)
Mr.S.D.N.K.Gajasinghe (Executive Director)
Interest Register
The following entries have been made in the Interest Register maintained by the Company as at 31/03/2025. Mackwoods (Private) Limited: 53,060,791 ordinary shares (53.06%)
Annual Report of the Board of Directors
(Contd.)
Dr. C.N.A.Nonis was a Director of Mackwoods (Pvt) Ltd as at 31.03.2025.
Directors' shareholdings in the Company as at 31st March 2025 were as follows:
Directors | Share Holding as at 31/3/2025 | Share Holding as at 31/3/2024 |
Dr. C. N. A. Nonis | 328,160 | 328,160 |
Dr. H. Shafeeu | NIL | NIL |
Mr. C.H.Munasinghe | NIL | NIL |
Mr.I. C.K.Perera | NIL | NIL |
Mr.S.D.N.K.Gajasinghe | NIL | NIL |
MrS.P.Jayasekera-CEO | NIL | NIL |
Directors' interests in related party contracts or proposed contracts are disclosed in Note 30 to the accounts and these have been disclosed to the Board.
Directors' Remuneration
Directors' remuneration is disclosed in Note 11 to the Financial Statements.
Auditors
The Accounts for the year have been audited by Messrs. S.Saverimuttu& Company (Chartered Accountants). The Auditors do not have any interest in the Company other than that of auditor and provider of tax and related services.
The Auditors Messrs. S.Saverimuttu& Company is Rs 450,000 which included tax consultancy work.
Shareholder Information
Shareholder Information is disclosed inpage51and 52.
Earnings, Dividend, and Net Asset Value per share
Earnings per share, Dividend per share and net assets per share figures are given below.
2024/25 Rs. | 2023/24 Rs. | |
Earnings per Share | 0.01 | -0.08 |
Net assets per share | 2.90 | 2.88 |
Share Trading Information
The shares of the Company are listed in the Colombo stock Exchange from 25th April 2012. Information
relating to the trading of the Company's share during 2024/25are given below:
2024/25 Rs. | ||
Market Value per Share | - High | 2.60 |
Market Value per Share | - Low | 1.70 |
Market Value per share | - 31stMarch | 2.10 |
(Contd.)
Personnel
The company had in its employment 4 (2023:4) persons as at 31 March 2025.
Corporate Social Responsibility and Corporate Governance
The Company views itself as a responsible corporate citizen and places high degree of importance on sound Corporate Governance practices. An Audit Committee, a Remuneration Committee, Related Party Transactions Review Committee and Nomination & Governance Committee have been set up to function as Board sub committees with directors who possess requisite qualifications and experience.
Board Committees Audit Committee
The Audit Committee consisted of one Non-Executive Director and two Independent Non-Executive Directors, namely Mr. C.H.Munasinghe,Dr H. Shafeeu, PhD, MEng (Hons), CEng, MIEE. and Mr I C K Perera ACA and Mr I C K Perera functioned as the Chairman of the Audit Committee.
Remuneration Committee
The Remuneration Committee consisted of two Independent Non-Executive Directors and one Non-Executive Director, namely Dr. H.Shafeeu, PhD, MEng (Hons), CEng, MIEE,Mr I C K Perera ACA and Dr C.N.A.NonisBSc(Hons),MBBS (Lond),MRCP(UK) and Dr C N A Nonis functioned as the Chairman of the Remuneration Committee.
Related Party Transactions Review Committee
The Related Party Transactions Review Committee during the year consisted of 3 members namely DrH.Shafeeu, PhD, MEng (Hons), CEng, MIEE. Independent Non-Executive Director, Mr. C.H.Munasinghe,
NonExecutive Director and Mr. I.C.K.Perera ACA Independent Non-Executive Director.Dr. H.ShafeeuPhD, MEng (Hons), CEng, MIEE functioned as Chairman of the Committee.
Nomination & Governance Committee
The Nomination & Governance Committee consisted of one Non-Executive Director and two Independent Non-Executive Directors, namely Mr. C.H.Munasinghe,Dr H. Shafeeu, PhD, MEng (Hons), CEng, MIEE. and Mr I C K Perera ACA and Mr I C K Perera functioned as the Chairman of the Nomination & Governance Committee.
Statutory Payments
The Directors to the best of their knowledge are satisfied all statutory payments in relation to Employees and Government have been paid or where relevant, provided for.
Going Concern
The going concern concept has been adopted in preparing the Financial Statements.
Donations
There were no donations given during the year ended 31st March 2025.
Annual General Meeting
The Annual General Meeting will be held on 24thOctober 2025.
`
Mr. C.H.MunasingheI.C.K.Perera
Director Director
On behalf of the Board
Signed
Siyapatha Management Services (Private) Limited Secretaries, Greentech Energy PLC,
Directors' Profile As at 31stMarch 2025
Dr. C. N. A. Nonis - Chairman/Non-Executive Director
BSc.(Hons.)(London), MBBS (London), MRCP (UK)
Dr. Nonis is the Chairman of the Mackwoods Group of Companies. He qualified in London, with a First Class Honours BSc. from Imperial College of Science, Technology and Medicine and obtained his M.B.B.S. from the Royal Free Hospital Medical School, University of London, having spent his electives at Massachusetts General Hospital, Harvard Medical School, Boston, USA. He carried out his postgraduate training at Royal Brompton, the Hammersmith, and Addenbrooke's Hospital, Cambridge, and obtained his M.R.C.P. (U.K.). Dr. Nonis previously served on the Council of the Employers' Federation of Ceylon; the Advisory Committee on Peace and Reconciliation of the Ceylon Chamber of Commerce; the National Enterprise Development Authority; as Deputy Chairman of the Royal Commonwealth Society in London; and formerly served as the Sri Lankan High Commissioner to the United Kingdom.
Dr. Hassan Shafeeu- Independent Non-Executive Director
PhD, MEng (Hons), CEng, MIEE
Dr. Shafeeu qualified in London with a First Class Honors in MEng from the University College London, University of London winning the Clinton Prize for the year 1990 for outstanding performance. He obtained his
PhD in Electronic and Electrical Engineering and carried out his Post Doctoral Research in University College
London, University of London. Dr. Shafeeu presently works as PMTS Product Definition for Maxim Integration Solutions Ltd, a public company based in the USA and counts over 25 years of wide-ranging experience at senior positions in the fields of telecommunications/engineering, in the UK, USA and the Maldives.
MrC.H.Munasinghe- Non-Executive Director
Mr. C.H.Munasinghe has over 30 years of experience in diverse business sectors and is a Director of several companies.
MrI.C.K.Perera- Independent Non-Executive Director ACA
Mr.Perera is a Member of the Institute of Chartered Accountants of Sri Lanka and has over 10 years of experience in accounting and finance in diverse business sectors.
MrS.D.N.K.Gajasinghe- Executive Director
Mr.Gajasinghe has diverse International Commercial experience in the fields of Aviation, Tourism, and Renewable Energy. He currently serves on the boards of Travelinex, Open World Residencies AG (Switzerland), Crover SE (Germany). He was previously Advisor to German Aviation and worked at Turifly GmbH.
Statement of Corporate GovernanceGreentech Energy PLC is committed to maintaining the highest standards of Corporate Governance by which the Company is managed and controlled, and decision making is carried out for value creation and long term sustainability of the Company. In line with this, the Company has complied with the Code of Best Practice on Corporate Governance as detailed below.
The Board
During the year there were no changes to the Board and presently it comprises of 01 Executive Director and 04 Non-Executive Directors, including the Chairman. The names of the Directors as at 31.3.2025 and their brief profiles are given on page 11. The Board has determined that two of the Non-Executive Directors, namely Dr. H. Shafeeu, PhD, MEng (Hons), CEng, MIEE and Mr. I.C.K.Perera, ACA satisfy the criteria to be independent Non-Executive Directors. The Board has an appropriate balance of skills, experience, knowledge, and independence, enabling it to carry out their duties and responsibilities effectively.
The Board meets periodically and has dedicated the responsibility of the day-to-day management of the Company to the Chief Executive Officer who is assisted by the management.
As per the Articles of Association of the Company, Directors are not subject to retirement by rotation.
Management
The Management is carried out by the Chief Executive Officer and is responsible for the performance, annual budget and progressing on projects.
Internal Control & Risk Management
The system of Internal Control and risk management in place is designed to safeguard assets against unauthorized use or disposal, and to ensure that proper accounting records are maintained, and that reliable financial information is generated. However, any system can provide only reasonable and not absolute assurance, that errors and irregularities are prevented or detected within a reasonable time.
The key procedures in place to discharge this responsibility are as follows:
Chief Executive Officer establishes and monitors financial controls appropriate for the operation and the Board provides strategic direction.
Annual budgeting and regular forecasting processes are in place, and the Board reviews performance reports.
The Management follows established policies with regard to investment and capital expenditure and employ adequate risk management processes.
The Company uses the Group support for the audit, legal and support services.
The Company selects and trains employees and provides appropriate channels of communication to foster a control conscious environment.
The Board periodically reviews the effectiveness of the system of financial control. The
Directors' Responsibilities for the financial statements are described inpage 18.
Statement of Corporate Governance(Contd.)
Remuneration Committee
The Remuneration Committee consisted of two Independent Non-Executive Directors and one Non-Executive Director, namely Dr. H.Shafeeu, PhD, MEng (Hons), CEng, MIEE,Mr I C K Perera ACA and Dr C.N.A.NonisBSc(Hons),MBBS(Lond),MRCP(UK) and Dr C N A Nonis functioned as the Chairman of the Remuneration Committee.
The Committee recommends to the Board the framework for the remuneration benefits and incentives for Executive Directors, including terminal benefits.
Remuneration Policy
The Remuneration Policy is to support the recruitment, motivation and retention of high caliber individuals, having regard to business objectives, performance and stakeholder expectations. In setting remuneration policy, the Committee is guided by individual and collective performance and market information available and endeavors to align policy on remuneration and incentives, to the achievement of key corporate objectives and performance.
Directors' remuneration is reported in Note 11 to the Financial Statements.
Audit Committee
The Audit Committee consisted of one Non-Executive Director and two Independent Non-Executive Director, namely Mr. C.H.Munasinghe,Dr H. Shafeeu, PhD, MEng (Hons), CEng, MIEE. and Mr I C K Perera ACA and Mr I C K Perera functioned as the Chairman of the Audit Committee.
During the year under review, the Committee met on 05 occasions. The Committee assists the Board oversight of the compliance with financial reporting standards, Company's internal controls and risk management procedures, going concern status and independence and performance of the Company's external Auditors. The Audit Committee recommends the appointment, terms of engagement, and fees of the External Auditors. The Audit Committee Report appears on page 19.
Nomination & Governance Committee
The Nomination & Governance Committee consisted of one Non-Executive Director and two Independent Non-Executive Director, namely Mr. C.H.Munasinghe, Dr H. Shafeeu, PhD, MEng (Hons), CEng, MIEE. and Mr I C K Perera ACA and Mr I C K Perera functioned as the Chairman of the Audit Committee.
During the year under review, the Committee met on 02 occasions. The Committee assists the Board in matters concerning the selection and appointment of new directors, re-election of directors and formulates a succession plan for the Board of Directors and Key Management Personnel. The Nomination & Governance Committee Report appears on Page 21.
Statement of Corporate Governance (Contd.)
Levels of Compliance with the CSE's Listing Rules Section 7.10 & 9.11 Rules on Corporate Governance are given below:
RULE NO. | SUBJECT | APPLICABLE REQUIREMENT | COMPLIANCE STATUS | DETAILS As at 31.03.2025 |
7.10.1. (a) | Non -Executive Directors | At least one-third of the total number of Directors should be Non-Executive Directors | √ | Four out of Five Directors are Non-Executive Directors |
7.10.2. (a) | Independent Directors | Two or one third of Non-Executive Directors, whichever is higher should be independent | √ | Two out of Four Non-Executive Directors is independent. |
7.10.2. (b) | Independent Directors | Each Non-Executive Director should submit a declaration of Independence / Non-Independence in the prescribed format. | √ | Non-Executive Directors have submitted Declarations |
7.10.3. (a) | Disclosure Relating to Directors | Names of Independent Directors should be disclosed in the Annual Report | √ | Please refer page 6 under the heading "Board of Directors" |
7.10.3. (b) | Disclosure Relating to Directors | The basis for the Board to determine a director is Independent, if criteria specified for Independence is not met. | √ | Please refer page 7 under the heading "The Board on the Statement of Corporate Governance" |
7.10.3. (c) | Disclosure Relating to Directors | A brief resume of each Director should be included in the Annual Report and should include the Director's areas of expertise | √ | Please refer Profile of Directors |
7.10.3. (d) | Disclosure Relating to Directors | Forthwith provide a brief resume of Compliant new Directors appointed to the Board with details specified in 7.10.3 (a), (b) and (c) to the Exchange | √ | Not Applicable |
7.10.5 | Remuneration Committee | A listed company shall have a Remuneration Committee | √ | Please refer page 10. |
7.10.5. (a) | Composition of Remuneration Committee | Shall comprise Non-Executive Directors a majority of whom will be independent | √ | Please refer page 10. |
7.10.5. (b) | Functions of Remuneration Committee | The Remuneration Committee shall recommend the remuneration of Chief Executive Officer and Executive Directors | √ | Please refer page 10. |
7.10.5. (c) | Disclosure in theAnnualRepo rtrelatingto Remuneration. Committee | The Annual Report should set out:
| √ | Please refer page 10. |
Statement of Corporate Governance (Contd.)
RULE NO. | SUBJECT | APPLICABLE REQUIREMENT | COMPLIANCE STATUS | DETAILS As at 31.03.2025 |
7.10.6. | Audit Committee | The Company shall have an Audit Committee | √ | Please refer page 10 |
7.10.6.(a) | Composition of Audit Committee | Shall comprise of Non-Executive Directors, a majority of whom will be Independent Non-Executive Director shall be appointed as the Chairman of the Committee. Chief Executive Officer and Chief Financial Officer should attend Audit Committee Meetings. The Chairman of the Audit Committee or one member should be a member of a professional accounting body. | √ | Chief Executive Officer, Financial Officers attended meetings by invitation. Chairman of the Audit Committee is a highly qualified professional. |
7.10.6. (b) | Audit Committee Functions | Functions shall include:
| √ | The terms of reference of the Audit Committee have been agreed by the Board |
7.10.6. (c) | Disclosure in the Annual Report relating to Audit Committee |
| √ | Please refer Audit Committee Report |
RULE NO. | SUBJECT | APPLICABLE REQUIREMENT | COMPLIANCE STATUS | DETAILS As at 31.03.2025 |
9.11.1 | Nominations and Governance | Establishment of a Nominations and Governance Committee that Conforms to the requirements set out in Rule 9.11 | √ | Please refer pages 10,13 & 21 |
9.11.2 | Nominations and Governance | Formal procedure for the appointment of new Directors and re-election of Directors to the | √ | Please refer pages 10,13 & 21 |
9.11.3 | Nominations and Governance | Clearly define Scope, Authority and Duties | √ | Please refer pages 10,13 & 21 |
9.11.4 | Nominations and Governance | Comprise of a minimum of three (03) Directors. Out of which a minimum of two members shall be Independent Directors | √ | Please refer pages 10,13 & 21 |
9.11.5 | Nominations and Governance | Matters concerning the selection and appointment of new directors, reappointment/ re-election of directors and formulates a succession plan for the Board of Directors | √ | Please refer pages 10,13 & 21 |
Risk Management
Greentech Energy is exposed to various risks, which the Board of Directors manage by adopting a systematic process of identification, assessment and mitigation of the risks and thereby driving the Company towards achieving the corporate objectives and maintaining sustainable growth.
Given below are the main risks that are applicable for the current operations of the Company.
Operational Risks | The company is vulnerable to operational risks arising from day-to-day operations including government policy on Renewable Energy, increasing competition and dependence on product manufacturers and suppliers. The successful track record and reliability of the Company's products and services and strong relationships and agreements in place with suppliers and manufacturers of products mitigate these risks. Further, strong internal controls, procedures, checks, and balances of key activities have been implemented to mitigate operational risks. |
Economic Risk | This refers to the changes in the macro economic factors (Eg.Interest rate and inflation) and policies relating to electricity tariffs and electrification policies as priorities. Comprehensive analysis of the macro economic variables and monitoring of key variables impacting on the cost variation enables the Company to address this risk. |
Credit Risk | Trading activities are exposed to market conditions and customer credit issues. This risk is mitigated through stringent credit control measures including the evaluation of credit worthiness of customers, fixing credit limits and monitoring/active follow up of debtors and through bank guarantees and credit exposure mitigation measures, where possible. |
Exchange Rate Risk | Since imports are in foreign currency, undue fluctuations in the exchange rates may have an adverse impact on the business. This however is a risk affecting imports trade in general and not a company specific risk. This risk is mitigated through quotations for supply of products, keeping provision for price fluctuations and by the broad basing of revenue streams. |
Regulatory procedures and tariff policies | The Company is exposed to potential changes in regulatory procedures in the approval process of Renewable Energy projects, the time lag in coordinating with multiple state organizations in the approval pipeline and the periodic changes in tariff policies for renewable and thermal energy sources. The PUCSL may revise the power purchase tariff based on the tariff structure chosen by the state power utility. |
Human Resources Risk | The Company is dependent on the performance of its key Employees and this is addressed through structured training, development and appropriate benefit schemes. |
Statement of Directors' Responsibility
The responsibilities of the Directors in relation to the Financial Statements of the Company are detailed below. The responsibility of the Auditors' in relation to the Financial Statements is set out in the Independent Auditors' Report appearing onPage 22-23.
The Directors are responsible, under the Companies Act No. 7 of 2007, to prepare Financial Statements and the Annual Report for each financial year, which give a true and fair view of the state of affairs of the Company as at end of the financial year and the profit and loss during the financial year.
The Directors consider that, in preparing the Financial Statements on pages 24 to 50 the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates, and that accounting standards, which they consider to be applicable have been followed.
The Directors have responsibility for ensuring that the Company keeps accounting records, which disclose with reasonable accuracy the financial position of the Company and which enable them to ensure that financial statements comply with the Companies Act No. 7 of 2007. The Directors have general responsibility for taking reasonable measures, to safe guard the assets of the Company and to prevent and detect frauds and other irregularities.
The Directors are required to prepare the Financial Statements and to provide the Auditors with every opportunity to undertake whatever inspections they consider appropriate to enable them to submit their audit report.
The Directors state that they have strived to comply with these requirements and have continued to adopt the going concern basis in preparing the accounts.
The Directors are confident that they have discharged their responsibility as set out in this statement as far as possible. They also state that to the best of their knowledge all-statutory payments payable by the Company as at the Balance Sheet date have been paid or where relevant, provided for.
On behalf of the Board
Signed
Siyapatha Management Services (Private) Limited Secretaries, Greentech Energy PLC
Colombo, 19thSeptember 2025
Audit Committee Report
The Audit committee assisted the Board inter alia on the oversight of the effectiveness of the functions described in the Statement of Corporate Governance.
The Audit Committee consisted of one Non-Executive Director and two Independent Non-Executive Director, namely Mr. C.H.Munasinghe, Dr H. Shafeeu, PhD, MEng (Hons), CEng, MIEE. and Mr I C K Perera ACA and Mr I C K Perera functioned as the Chairman of the Audit Committee.
The Committee had 05 meetings during the year. Mr. C.H.MunasingheandDrH.Shafeeu, PhD, MEng (Hons), CEng, MIEEand subsequently Mr.I.C.K.Perera ACA held all meetings through electronic media.
Name of Director | Total Meetings Attended |
Mr.I.C.K.Perera | 5/5 |
Dr H.Shafeeu | 5/5 |
Mr. C.H.Munasinghe | 5/5 |
The Chief Executive Officer and the Accountant also attended the Audit Committee meetings. Other Directors were present on invitation as required. Audit Committee deliberations and findings were reported to the Board.
The Committee assisted the Board oversight of the:
Financial reporting and internal and external audit framework.
Assessment of the Company's internal controls and risk management framework.
The effectiveness of the internal audit function and the external auditors' independence.
The Committee reviewed changes in the risk profile effecting the Company and risk management processes in place.
The Committee discussed the internal audit activities carried out by the Group Internal Audit Division.
The Chief Executive Officer assisted the Committee by providing necessary information and cooperation to carry out its activities effectively.
Having carefully reviewed the scope of audit and assessed the other services provided by the external auditors, the committee is satisfied that the independence of the external auditors has not been adversely affected.
MrI.C.K.Perera
Chairman Audit Committee Colombo, 19thSeptember 2025
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