Gita Renewable Energy Ltd Directors Report

To the Members,

Gita Renewable Energy Limited

Your Directors have pleasure in presenting the 16 th Annual Report of your Company together with the Audited Accounts for the Financial year ended 31 st March, 2026.

FINANCIAL SUMMARY/ HIGHLIGHTS/ PERFORMANCE - RULE 8(5)(I) OF THE COMPANIES ( ACCOUNTS ) RULES, 2014:

The key highlights of the Companys Standalone Financial Performance for the Financial Year ended 31 st March, 2026 and the Corresponding figures for the last year are summarised as under:

( Amount in Rs. Lakhs )

PARTICULARS	For the year ended 31.03.2026	For the year ended 31.03.2025
Revenue from operations	0.00	5.60
Other income	32.24	11.45
Total Revenue	32.24	17.05
Cost of materials consumed	0.00	0.00
Changes in Inventories	0.00	0.00
Employee Benefit Expense	11.58	21.20
Other Expenses	20.38	34.80
Total Expenditure	31.96	56.00
Earnings / ( Loss ) before Depreciation, Financial Charges and Tax ( EBIDTA )	0.28	(38.95)
Financial Costs/Charges	1.49	0.66
Depreciation & Amortization	0.00	0.00
( Loss ) before Tax	(1.21)	(39.61)
Current Tax	0.00	0.00
Net Current Tax	0.00	0.34
Deferred Tax	0.00	0.00
( Loss ) after tax	(1.21)	(39.27)
Dividend ( including Interim if any and final )	0.00	0.00
Balance in P&L Account as at year beginning	900.29	939.55
Balance in P&L Account as at Year closing	884.91	900.29
Earnings per share ( Basic & Diluted ) Rupees	(0.00)	(0.01)

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS RULE 8(5) (I) OF THE COMPANIES ( ACCOUNTS ) RULES, 2014

During the year under review, the Company had On a standalone basis, the Company did not generate any revenue from operations for the Financial Year 2025-26 as compared to Rs. 5.60 lakhs as Compared to the Financial Year 2024-25, further the Total revenue for the Financial Year 2025-26 stood at Rs. 32.24 lakhs as compared to Rs. 17.05 lakhs in the Financial Year 2024-25. The management continues to focus on exploring new business opportunities, improving operational efficiency, and strengthening the Companys financial position. The Company remains committed to identifying potential growth avenues and is optimistic about achieving better operational performance and sustainable growth in the coming years.

REGISTERED OFFICE:

The Registered Office of the Company is located at Survey No 180 & 181 OPG Nagar, Periya Obulapuram Village, Nagaraja Kandigai, Madharapakkam Road, Thiruvallur, Gummidipoondi, Tamil Nadu 601201. Further there is no change in the registered office of the Company.

ANNUAL RETURN - SECTION 134(3)(A):

As per the Notification No. 1066(E) issued by the Ministry of Corporate Affairs effective on 5 th March, 2021, the requirement of extract of Annual Return pursuant to provisions of Section 92(3) read with Rule 12 of the Companies [ Management and Administration ] Rules, 2014 has been deleted. Accordingly, the Extract of Annual Return is not being attached.

The Company has an official website ( www.gitarenewable.com ), a copy of the Annual Return will be placed in the official website of the company in accordance with the provisions of Section 92(3) of the Companies Act, 2013. However, the same can also be inspected by the Members at the Registered Office of the Company and a copy of the same can be provided to the Members on request.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW - SECTION 134(3)(b):

The Board of Directors of your Company met 6 ( Six ) times on the following dates during the year under review as per the details given below:

BOARD MEETING

SL. NO BOARD MEETING DATE	RAMAMOORTHY NATARAJAN	SESHADRI SEKAR	SANKARAN SIVA SAILAPATHI	SARASWATHI
No. of meetings attended	6	6	6	6
1 28-MAY- 2025	YES	YES	YES	YES
2 14-AUG- 2025	YES	YES	YES	YES
3 25-AUG- 2025	YES	YES	YES	YES
4 12-NOV- 2025	YES	YES	YES	YES
5 12-DEC- 2025	YES	YES	YES	YES
6 10-FEB- 2026	YES	YES	YES	YES

AUDIT COMMITTEE

SL. NO AC MEETING DATE	RAMAMOORTHY NATARAJAN	SESHADRI SEKAR	SANKARAN SIVA SAILAPATHI	SARASWATHI
No. of meetings attended	5	5	5	5
1 28-MAY- 2025	YES	YES	YES	YES
2 14-AUG- 2025	YES	YES	YES	YES
3 25-AUG- 2025	YES	YES	YES	YES
4 12-NOV- 2025	YES	YES	YES	YES
5 10-FEB- 2026	YES	YES	YES	YES

NOMINATION AND REMUNERATION COMMITTEE

SL. NO NRC MEETING DATE	RAMAMOORTHY NATARAJAN	SESHADRI SEKAR	SARASWATHI
No. of meetings attended	2	2	2
1 25-AUG-2025	YES	YES	YES
2 10-FEB-2026	YES	YES	YES

STAKEHOLDER RELATIONSHIP COMMITTEE

SL. NO SRC MEETING DATE	RAMAMOORTHY NATARAJAN	SESHADRI SEKAR	SANKARAN SIVA SAILAPATHI	SARASWATHI
No. of meetings attended	1	1	1	1
1 28-MAY- 2025	YES	YES	YES	YES

RISK MANAGEMENT COMMITTEE

SL. NO RMC MEETING DATE	RAMAMOORTHY NATARAJAN	SESHADRI SEKAR	SARASWATHI
No. of meetings attended	1	1	1
1 28-MAY-2025	YES	YES	YES

The Company has constituted the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and 4. Risk Management Committee.

The composition of each of the above Committees is available in our website www.gitarenewable.com .

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

DIRECTORS RESPONSIBILITY STATEMENT 134(5):

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:-

a. In Preparation of the Annual Accounts for the Financial Year ended 31 st March, 2026, the applicable Accounting Standards had been followed and there are no material departures in adoption of these standards; 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 the year ended on that date;

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

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS - SECTION 134 (3) (CA):

There is no fraud in the Company during the financial year ended 31 st March, 2026. There is no fraud which has been reported in their audit report for the financial year ended 31 st March, 2026 which are neither reportable to the Central Government nor otherwise.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS - SECTION 134 (3) (D):

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

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

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

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

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

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

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

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES - SECTION 134(3)(E):

The selection and appointment of Directors at Gita Renewable Energy Limited is undertaken by the Nomination and Remuneration Committee ( NRC ), which identifies individuals of integrity possessing an appropriate mix of skills, expertise, industry knowledge, experience, and leadership qualities to enhance the effectiveness of the Board. In carrying out this responsibility, the NRC ensures an appropriate balance of diversity, independence, age, qualifications, and other positive attributes in line with the Companys Board Diversity Policy and the requirements prescribed under the Companies Act, 2013, the SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, and other applicable laws. The Companys Nomination and Remuneration Policy provides the framework for the appointment, evaluation, and remuneration of Directors, Key Managerial Personnel ( KMP ), and Senior Management Personnel, and sets out the criteria relating to qualifications, positive attributes, independence, and remuneration. The said policy is available on the Companys website for the perusal of the members.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS - SECTION 134(3)(F):

The Board of Directors hereby confirms that there were no qualifications, reservations, adverse remarks, or disclaimers made by the Statutory Auditors in their Audit Report for the financial year under review. The Audit Report requires no comments by the Board under Section 134(3)(f) of the Companies Act, 2013.

Further, the Secretarial Audit Report issued by the Practicing Company Secretary does not contain any qualification, reservation, adverse remark, or disclaimer requiring explanation by the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 - SECTION 134(3)(G):

During the financial year under review, the Company has not granted any loans, provided any guarantees, made any securities, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013. Accordingly, the disclosure requirements under Section 134(3)(g) of the Companies Act, 2013 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES - SECTION 188(2) & SECTION 134(3)(H):

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business, there no were materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons and subsidiaries which may have a potential conflict with the interest of the Company at large.

The particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 are prepared in Form No. AOC-2 pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8 (2) of the Companies ( Accounts ) Rules, 2014 and the same is enclosed as Annexure 3 to this Report

THE STATE OF THE COMPANYS AFFAIRS - SECTION 134(3)(I):

During the financial year under review, the Company has not generated any revenue through operation but has generated income from other sources, your directors are confident that the company will be able to generate revenue from operation and profits in the upcoming years.

TRANSFER TO RESERVES - SECTION 134(3)(J):

The Company does not propose to transfer any amount to the General Reserve for the financial year ended 31 st March 2026.

DIVIDEND - Section 134(3)(k):

No dividend was declared during the year under review by your Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT - SECTION 134(3)(1)

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO - SECTION 134(3)(M):

THE INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO STIPULATED UNDER SECTION 134(3) OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES ( ACCOUNTS ) RULES, 2014 ARE UNDER:

a. Conservation of energy:

(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of energy	Energy consumptions are minimal and optimized. The Company is making all possible efforts to keep the energy consumption at optimum levels.
(iii) the capital investment on energy conservation equipment\u2019s

b. Technology absorption:

(i) the effort made towards technology absorption the benefits derived like product improvement
(ii) .cost reduction product development or import substitution in case of imported technology ( imported during the last three years reckoned from the beginning of the financial year)	Not Applicable
(a) the details of technology imported
(b) the year of import;
(iii) (c) whether the technology been fully absorbed	Not Applicable
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)the expenditure incurred on Research and Development	Nil

c. Foreign exchange earnings and outgo

( Amount in Lakhs )

Particulars	Financial Year ended 31 st March, 2026	Financial Year ended 31 st March, 2025
Foreign Exchange Earnings	0.00	0.00
Foreign Exchange Outgo	0.00	0.00

STATEMENT INDICATION DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY - SECTION 134(3)(N):

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

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

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

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

Further details on the risk management activities including the implementation of Risk Management framework/ policy, key risks identified and their mitigations are covered in the Management Discussion and Analysis, which forms part of this Annual Report as Annexure-1.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED EY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES - SECTION 134(3)(O):

The Board has voluntarily contributed to CSR Expenses which is well within the limits of the Board to discharge such functions. However, the Company has published the CSR policy on the Website of the Company.

ANNUAL EVALUATION OF BOARDS PERFORMANCE - SECTION 134(3)(P)

The Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors in accordance with the prescribed process and the Nomination and Remuneration Policy. The evaluation covered parameters including strategy, performance management and succession planning, execution and financial controls, talent and risk management, corporate governance and compliance, quality of information, effectiveness of Committees, attendance and preparedness, strategic and functional abilities, ethics and values, communication and contribution. The Independent Directors also reviewed the performance of the Board, Committees and individual Directors at their meeting held on 10 th February, 2026, and the outcome of the evaluation was communicated to the Board. Based on the evaluation, the Board was satisfied with its overall performance and effectiveness, as well as that of its Committees and individual Directors, and noted the suggestions arising from the process for appropriate implementation.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION PROTECTION FUND:

Your Directors have not declared and paid any dividend in the past, hence no unclaimed or unpaid dividend is lying with the Company, accordingly, the provisions of Section 125(2) of the Companies Act, 2013 do not apply

CHANGE(S) IN THE HATURE OF BUSINESS, IF ANY - RULE 3(5)(II) OF THE COMPANIES ( ACCOUNTS ) RULES, 2014:

There is no change in the nature of business carried on by the Company.

INSURANCE:

All the properties of the Company, including buildings, plant and machinery, stocks and materials have been adequately insured.

SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES - RULE 5(IV) OF THE COMPANIES ( ACCOUNTS ) RULES, 2014:

The Company does not have any holding company, subsidiary, associate company or joint venture during the financial year under review. Accordingly, the provisions relating to disclosure of particulars of subsidiaries, associates and joint ventures under Rule 5(iv) of the Companies ( Accounts ) Rules, 2014 are not applicable to the Company.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL 8(5) (III) OF THE OF THE COMPANIES ( ACCOUNTS ) RULES, 2014:

There have been changes in the composition of the Board, The Board at Company comprised of the following Directors and Key Managerial Personnel during the financial year ended 31 st March, 2026. Mr. Manas Ranjan Sahoo Company Secretary and Compliance Officer of the Company resigned from his position with effect from 12 th December, 2025 and Mr. Santhana Magesh has been appointed as the Company Secretary and Compliance Officer of the Company with effect from 10 th February, 2026.

During the year under review the members at the Annual General Meeting held on 25 th September, 2025 has been re-appointed Mr. Ramamoorthy Natarajan has been re-appointed as the Managing Director of the Company.

Further, none of the Directors of the Company are disqualified under Section 164 of the Companies Act, 2013 as per the Declaration given by them at the First meeting of the Board of Directors of the Company for the Financial Years 2025-26 and 2026-27,

NAMES OF COMPANIES WHICH HAVE CEASED TO BECOME SUBSIDIARIES/ ASSQOCIATES/ JOINT VENTURES DURING THE YEAR - RULE 8(5)(IV) OF THE COMPANIES ( ACCOUNTS ) RULES, 2014

Your Company does not have any Subsidiary, Associates or Joint Ventures which has ceased to become Subsidiaries/ Associates/ Joint Ventures during the year during the year under review.

DEPOSITS - RULE 8(5) (V) OF THE COMPANIES ( ACCOUNTS ) RULES, 2014:

The Company has not accepted any deposits from the public or its employees during the year under review. There were no other deposits falling under Rule 2{1}[c} of the Companies ( Acceptance of deposits ) Rules, 2014 during the year under review. There are no deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS RULE 8(5) (VII) OF THE COMPANIES ( ACCOUNTS ) RULES, 2014:

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

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO FINANCIAL STATEMENTS - RULE 8(5) (VIII) OF THE COMPANIES ( ACCOUNTS ) RULES, 2014

The Management is responsible for establishing & maintaining internal controls for financial reporting. The Statutory Auditors have evaluated the system of internal controls of the Company and also reviewed their effectiveness and have reported that the same are adequate & commensurate with the size of the Company and the nature of its business.

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

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

MAINTENANCE OF COST RECORDS - RULE 85) (IX) OF THE COMPANIES ( ACCOUNTS ) RULES, 2014:

The Company was not required to maintain any cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with Companies ( Cost Records and Audit ) Rules, 2014.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE - RULE 8(5)(X) OF THE COMPANIES ( ACCOUNTS ) RULES, 2014

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse, Your Company provides equal opportunities and is committed to creating a healthy working environment that enables to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at workplace. The Company believes that it is the responsibility of the organization to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases. The Company has constituted an Internal Complaints Committee as required The Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal ) Act, 2013. The Company has put in place a Policy on redressal of Sexual Harassment and a Policy on redressal of Workplace Harassment as per the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal ) Act, 2013 ( Sexual Harassment Act ). As per the policy, any employee may report his / her complaint to the Redressal Committee formed for this purpose to their Manager or HR personnel,

During the period under review the Company has not received any complaint under the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redress Act ) 2013. The Company has one employee as on 31 st March, 2026.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

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

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.

It may be noted that Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Paras C, D, and E of Schedule V of the SEBI ( Listing Obligation and Disclosure Requirements ) Regulation, 2015 ( SEBI Listing Regulation ) are not applicable to the Company pursuant to Regulation 15(2) of the said Regulation, since the paid-up equity share capital of the Company is less than 10 Crores and the net worth is less than 25 Crores as on the last day of the previous Financial Year and also as on the date of this Report.

Accordingly, a Corporate Governance Report as prescribed under Regulation 34 read with Schedule V of the SEBI Listing Regulation is not applicable to the Company

AUDITORS:

The Members at the Annual General Meeting held on 25 th September, 2025 appointed M/s. Aayush Bohra A & Co Chartered Accountants, Chennai, ( having Registration No.; 026932S Membership No.: 264988 ) Chartered Accountant, Chennai to hold office for a period of Five years from the Annual General Meeting dated 25 th September, 2025 till the Annual General Meeting to be held in the Financial Year 2029-30.

M/s. M K Madhavan & Associates was appointed as the Secretarial Auditors of the Company for a period of Five years from the Annual General Meeting dated 25 th September, 2025 till the Annual General Meeting to be held in the Financial Year 2029-30. The Secretarial Audit Report for the Financial Year 2025-26, given by M/s. M K Madhavan & Associates, Company Secretaries, Chennai is attached as Annexure-2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

The Board had re-appointed M/s. N N Kumar Associates as Internal Auditors, for the Financial Year 2025-26. The Internal Audit was completed as per the scope defined by the Audit Committee.

CODE FOR PREVENTION OF INSIDER TRADING

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

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ( the Code of Fair Disclosure ) in line with the PIT Regulations and has formulated a Policy for the determination of legitimate purposes as a part of the Code of Fair

Disclosure. The Code of Fair Disclosure also includes policy for procedures of inquiry in case of leak of ( UPSI ) and aims at preventing misuse of UPSI.

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

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM SECTION 177:

The Company has established a Vigil Mechanism / Whistle Blower Mechanism to provide a platform for Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other improper conduct.

The mechanism provides adequate safeguards against victimisation of persons who use the mechanism in good faith and enables them to raise their concerns without fear of reprisal. In appropriate or exceptional cases, the concerned person may have direct access to the Chairperson of the Audit Committee.

The Company has also established appropriate channels for receiving and addressing complaints under the Vigil Mechanism / Whistle Blower Policy in a timely manner.

The Company affirms that no Director or employee has been denied access to the Chairperson of the Audit Committee under the Vigil Mechanism.

The Vigil Mechanism / Whistle Blower Policy is available on the Companys website at www.gitarenewable.com .

SHARE CAPITAL:

There was no change in the Share Capital of the Company during the Financial Year under review. As on 31 st March, 2026, the issued, subscribed and paid-up Equity Share Capital of the Company stood at Rs. 4,11,22,960/- comprising of 41,12,296 Equity Shares of Rs.10/- ( Rupees Ten only ) each fully paid.

DETAILS OF FUNDS RAISED THROUGH ISSUE OF SECURITIES.

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors

As of 31 st March, 2026, the Board comprises of 1 Managing Director, 1 Non-Executive Woman Director and 2 ( two ) Non-Executive Independent Directors.

Changes in the Composition of the Board after the end of the Financial Year till 16 th Annual General Meeting subject to the approval of the Members wherever necessary.

Re-Appointment of Independent Director.

Mr. Sankaran Sivasailapathi ( DIN: 09409356 ), Non-Executive Independent Director whose term of office is concluding on 31 st March, 2027 on the recommendation of the Board eligible himself to be appointed for another term of five years

The approval of the Shareholders will be sought at the 16 th AGM for Mr. Sankaran Sivasailapathi ( DIN: 09409356 ) as the Non-Executive Independent Director to hold office with effect from 31 st March, 2027 to 30 th March, 2032.

Resignation & Appointment of Independent Director

Mr. Seshadri Sekar ( DIN: 01050597 ), Non-Executive Independent Director has resigned from the Board as the Non-Executive Independent Director with effect from 12 th day of August, 2026. In place of Mr. Seshadri Sekar, at the request of the Nomination and Remuneration Committee the Board of Directors has appointed Mr. Emmanuel ( DIN: 10894681 ) as the Independent Director of the Company.

The approval of the Shareholders will be sought at the 16 th AGM for appointment of Mr. Emmanuel ( DIN: 10894681 ) as the Non-Executive Independent Director to hold office with effect from 12 th August, 2026 to 11 th August, 2031.

Retiring by rotation at the ensuing 16 th Annual General Meeting.

Pursuant to the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Ramamoorthy Natarajan ( DIN: 00595027 ), Managing Director of the Company is liable to retire by rotation in the ensuing 16 th Annual General Meeting ( 16 th AGM ).

The approval of the Shareholders will be sought at the 16 th AGM for appointment of Mr. Ramamoorthy Natarajan ( DIN: 00595027 ) as a Managing Director on the Board of the Company.

Declaration By Independent Directors:

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

they meet the criteria of independence as prescribed under the provisions of the Act, read with the

Schedule and Rules issued thereunder and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

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

they have registered themselves with the Independent Directors Database maintained by the Indian

Institute of Corporate Affairs.

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

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

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

Key Managerial Personnel.

During the Financial Year under review, there were 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 31 st March, 2026:

Mr. Ramamoorthy Natarajan	Managing Director
Mr. Kumar Vaidyanathan	Chief Financial Officer
Mr. Manas Ranjan Sahoo	Company Secretary ( resigned )
Mr. Santhana Magesh	Company Secretary

EMPLOYEE STOCK OPTIONS PLAN

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

CREDIT RATING:

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

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT AS PER SCHEDULE-V PART -F OF SEBI ( LODR ) REGULATION 2015.

SL NO DISCLOSURES	QUANTITY
a. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;	27,686
b. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year;	NIL
c. Number of shareholders to whom shares were transferred from suspense account during the year;	NIL
d. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;	27,686
e. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.	NIL

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 forms part of this Report as Annexure - 4.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has duly complied with the following Secretarial standards that were applicable to it during the Financial Year under review:

1. Secretarial Standards on Meetings of Board of Directors (SS-1),

2. Secretarial Standards on General meetings (SS-2),

3. Secretarial Standards on Report of Board of Directors (SS-4),

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ALONG WITH THEIR STATUS:

Reporting under this clause is not applicable as there were no cases under IBC filed by or against the Company during the period under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

Your Company has not taken any loan as well as has not done any one-time settlement to banks or financial institutions. Hence, the question of valuation difference does not arise.

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:

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.

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

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

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

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

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

ACKNOWLEDGEMENT:

The Directors place on record their appreciation for the assistance and whole-hearted co-operation received from various departments of the Government of India and State Government, financial institutions, banks, shareholders, directors, executives, and officers of the Company, among others. The Management would also like to express great appreciation for the commitment, contribution and support received from all its customers and employees at all levels of the Company.

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

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

By order of the Board of Directors
For Gita Renewable Energy Limited

RAMAMOORTHY NATARAJAN
Managing Director
Place:- Gummidipoondi
Date:-12 th August, 2026