Gujarat Inject Kerala Ltd Directors Report

To,

Dear Shareholders,

Your directors have pleasure in presenting 35^th (Thirty-Fifth) Annual Report on the business and operations of the Company and the accounts for the Financial Year ("F.Y.") ended on 31^st March 2026.

FINANCIAL RESULTS:

PARTICULARS	Year Ended on 31st March, 2026	Year Ended on 31st March, 2025
Revenue from Operations	3,632.04	1,904.58
Other Income	19.63	18.04
Total Revenue	3,651.67	1,922.62
Total Expenses	3,401.26	1,797.21
Profit Before Tax	250.41	125.41
Payment & Provision of Current Tax	69.00	23.69
Deferred Tax Expenses/ (Income)	-	-
Profit After Tax	181.41	101.72

STATE OF COMPANYS AFFAIRS:

During the period under review, the revenue of the company increased from Rs. 1904.58 Lacs to Rs. 3,632.04 Lacs and therefore Profit of the company increased from Rs. 101.72 Lacs to Rs. 181.41 Lacs.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in business of the Company.

DIVIDEND:

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

TRANSFER TO RESERVES:

During the period under review, there has been no transfer to of profits to the reserves.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026, is available on the Companys website at https:// guiaratiniect.co.in/

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

During the period between the end of the financial year ended 31^st March 2026 and the date of this Report, certain material developments have taken place in the Company.

During the period, Mr. Deepak Diwan Bachwani, Whole-time Director, Chief Financial Officer and Chairman of the Company, passed away on 23^rd June 2026, resulting in cessation of his office in the Company.

The Company also undertook the sub-division/split of its existing equity shares of face value of Rs.10/- each into 10 equity shares of face value of Rs.V- each. The Record Date for the said sub-division was fixed as 8^th July 2026.

Further, Mr. Murli Shivshankaran Nair was appointed as an Additional Director designated as Managing Director of the Company, subject to the applicable provisions of the Companies Act, 2013 and other applicable regulations.

The Company also appointed Mr. Radadiya HardikKumar Anilbhai as Chief Financial Officer and Key Managerial Personnel with effect from 10 August 2026.

The Members of the Company subsequently approved the change of name of the Company from "Gujarat Inject Kerala Limited" to "Regenova Renewtech Limited" at the adjourned Extra-Ordinary General Meeting held on 19^th August 2026, along with the consequential alteration of the Memorandum and Articles of Association, subject to completion of applicable statutory formalities.

During the period, the Company also received significant purchase orders for supply of solar photovoltaic modules and entered into strategic business arrangements in connection with its renewable energy business.

Except for the aforesaid matters, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year ended 31 March 2026 and the date of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating are not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holdings, subsidiary, associate or any joint venture.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

ALTERATION OF OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION

During the year under review, the Company diversified its business activities and altered the Main Object Clause of its Memorandum of Association to enable the Company to undertake activities relating to the energy sector and allied businesses.

The members of the Company, at the 34th Annual General Meeting held on 30^th September, 2025, approved the alteration of the Object Clause of the Memorandum of Association by way of Special Resolution.

The amended objects, inter alia, provide for undertaking activities relating to generation, production, transmission, distribution, trading and supply of electricity and energy from renewable and conventional sources, energy storage systems, Battery Energy Storage Systems (BESS), electric vehicle (EV) charging infrastructure and allied technologies and services, together with other activities incidental or ancillary thereto.

The aforesaid alteration was undertaken with a view to provide the Company with greater flexibility to explore and undertake new business opportunities and diversify its operations into emerging sectors, particularly renewable energy and allied businesses.

CHANGE IN PLACE OF KEEPING BOOKS OF ACCOUNT

During the year under review, the Board of Directors of the Company, at its meeting held on 30th October, 2025, approved the change in the place where the books of account and other relevant books and papers of the Company are kept.

Accordingly, the place for keeping the books of account of the Company was changed from: SB-06, Paradise Complex, Opp. M.S. University, Sayajigunj, Vadodara, Gujarat - 390005 to A-416, SUN WEST BANK, Ashram Road, Ahmedabad - 380009, Gujarat.

The change was made in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The Company continues to maintain its books of account and relevant records in accordance with the applicable statutory requirements.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31^st March 2025 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Murli Shivshankaran Nair (DIN: 02243039) Whole Time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

ii) APPOINTMENT AND RESIGNATION OF DIRECTORS

During the Financial Year ended 31st March, 2026, there were changes in the composition of the Board of Directors of the Company.

Mr. Gautam Keshavlal Chauhan (DIN: 00044034) and Mr. Narayansinh Chauhan (DIN: 07424417) resigned from the office of Non-Executive Independent Directors of the Company with effect from the close of business hours on 14th July, 2025, citing pre-occupation and other personal commitments.

During the year, Mr. Rushiraj Zaverbhai Patel (DIN: 08017580) and Mr. Nileshbhai Vinubhai Rangholiya (DIN: 10877616) were appointed as Additional Directors in the category of Independent Directors with effect from 07th July, 2025, for a period of five years, subject to the approval of the Members of the Company. Further, Mr. Deepak Diwan Bachwani (DIN: 05302407) was appointed as an Additional Director in the category of Executive Director for a period of five years with effect from 07th July, 2025. His appointment as Chief Financial Officer of the Company was effective from 15th July, 2025.

The appointments of Mr. Rushiraj Zaverbhai Patel, Mr. Nileshbhai Vinubhai Rangholiya and Mr. Deepak Diwan Bachwani were subsequently approved and regularised by the Members at the 34th Annual General Meeting held on 30th September, 2025.

Further, Mrs. Reena Mahatma (DIN: 02846012) resigned from the office of NonExecutive Independent Director of the Company with effect from the close of business hours on 09th December, 2025, citing pre-occupation and other personal commitments.

Subsequently, Ms. Ila Sunil Trivedi (DIN: 10279697) was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from 05th February, 2026. She was therefore part of the Board as on 31st March, 2026.

The Company has complied with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to the aforesaid changes in the composition of the Board.

Board of Directors as on March 31,2026:

BOARD OF DIRECTORS	DESIGNATION	DIN
1. Murli Nair	Chairman and Whole-time director	02243039
2. Rushiraj Zaverbhai Patel	Non-Executive -Independent Director	08017580
3. Nileshbhai Vinubhai Rangholiya	Non-Executive - Independent Director	10877616
4. Deepak Diwan Bachwani	Non-Executive - Independent Director	05302407
5. Ila Sunil Trivedi	Additional Non-Executive - Independent Director	10279697

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

During the period under review, the Separate Meeting of Independent Director of the company was held on 14^th February 2026.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Murli Shivshankaran Nair	- Whole Time Director
2. Mr. Manmeetkaur Harshdeepsingh Bhatia	- Company Secretary & Compliance Officer
3. Mr. Deepak Diwan Bachwani	- Chief Financial Officer

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters. During the year, Nine Board meetings were convened and held on 20.05.2025, 07.07.2025, 14.08.2025, 08.09.2025, 30.10.2025, 13.11.2025, 09.12.2025, 05.02.2026 and 14.02.2026 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ending on 31^st March 2026, 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 31^st March, 2026 and of the Profit of the Company for the period ended on 31^st March, 2026.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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;

e) The Directors had laid down Internal Financial Controls (IFC) 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the website of the Company at www.gujaratinject.com.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committees Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 14.02.2026 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/ or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

> The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Companys performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

COMMITTEES:

The Company has constituted the respective committees applicable to the Company during the period under review. The details of the same is mentioned in the Corporate Governance Report. Further the Company has constituted following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is attached with the Financial Statements in this Annual Report.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. S. Mandawat & Co., Chartered Accountant, (Firm Registration No. 118330W), were appointed as Statutory Auditors of the Company to hold office from the Conclusion of the 30th Annual General Meeting (AGM) till conclusion of the 35th Annual General Meeting (AGM) of the company.

The Auditors Report on the accounts of the Company for the financial year ended on March 31, 2026 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Directors recommends the appointment of M/s. M/s. S N D K & Associates LLP, (FRN: W100060), Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the ensuing Annual General Meeting held for the Financial Year 2025-26 until the conclusion of the Annual General Meeting to be held for the Financial Year ending 31st March, 2031.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. Utkarsh Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March 2026. The Secretarial Audit Report in Form No. MR - 3 for the financial year ended 31^st March 2026 is annexed to this report as Annexure - A.

Pursuant to Section 134(3)(f)(ii) of the Companies Act, 2013, the Boards explanations to the qualifications, reservations, and observations made by the Secretary in Practice in the Secretarial Audit Report for the year under review are as follows:

1. Non-implementation of System Driven Disclosures (SDD)

The Board notes the observation regarding non-implementation of the System Driven Disclosures mechanism under Regulation 7(2) read with Schedule VII of the SEBI (PIT) Regulations, 2015. The Company acknowledges the lapse and states that it has already initiated the process of coordinating with its Registrar and Transfer Agent (RTA) and the Depositories to enable the SDD mechanism at the earliest. The Company reaffirms its commitment to full compliance with the applicable SEBI circulars on this matter going forward.

2. Non-publication of financial results in newspapers

The Board notes the delay/non-publication of the Companys financial results in newspapers within the stipulated timelines as required under Regulation 47 of the SEBI (LODR) Regulations, 2015. This was on account of inadvertent oversight/administrative constraints during the relevant period. The Company has since strengthened its internal compliance calendar and coordination with the Company Secretary and publication agencies to ensure timely publication of financial results in future, in accordance with the prescribed timelines.

3. Statutory Auditor not holding a valid Peer Review Certificate

The Board notes the observation that M/s. S. Mandawat & Co. (Firm Registration No. 118330W), Statutory Auditors of the Company, did not hold a valid Peer Review Certificate as on the date of the Secretarial Audit Report. The Company has taken up the matter with the Statutory Auditors and has been informed that the renewal/ application for the Peer Review Certificate is under process with the Peer Review Board of ICAI. The Company will ensure that the Statutory Auditors obtain and maintain a valid Peer Review Certificate as mandated, and will monitor compliance in this regard on an ongoing basis.

4. Delay in obtaining shareholders approval for appointment of Ms. Ila Sunil Trivedi as Independent Director.

The Board notes the observation regarding the delay in obtaining shareholders approval for the appointment of Ms. Ila Sunil Trivedi as an Additional (Independent) Director within the timeline prescribed under Regulation 17(1C) of the SEBI (LODR) Regulations, 2015, i.e., on or before 04/05/2026. The delay was on account of the timing of the Companys general meetings not coinciding with the prescribed window and was not intentional or motivated by any mala fide intent. The Company confirms that the appointment of Ms. Trivedi has since been placed before the shareholders for approval at the ensuing General Meeting, and the Company shall be more diligent in ensuring adherence to such statutory timelines in future.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

SHIFTING OF REGISTERED OFFICE

During the previous financial year, the Registered Office of the Company was shifted from the State of Kerala to the State of Gujarat pursuant to the approval of the Regional Director, Southern Region, Ministry of Corporate Affairs.

Accordingly, the Registered Office of the Company was shifted to Shop No. 15, K-Tower, Haveli Resi-Cum Plaza, Behind Air Force Station, Makarpura, Vadodara - 390014, Gujarat, India, with effect from 15th April, 2024.

The Company has completed all necessary statutory compliances in connection with the shifting of its Registered Office.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arms length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company. There was no complaints received during the year.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26. The details regarding the same is enclosed as Annexure - B.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure - C.

CORPORATE GOVERNANCE:

The Report on Corporate Governance for F.Y. 2025-26, as per Regulation 34(3) read with Schedule V of the Listing Regulations along with the Certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure - D.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report is not applicable to the Company.

INSURANCE:

The Companys Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in textile business and environment safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) Annual Listing Fee:

The Company has paid listing fees to BSE Limited.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution. ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.