Gita Renewable Energy Ltd

Gita Renewable Energy Ltd – Trading Window Closure Notice

AGM Details

• Date: 25-09-2026, 4:00 PM to 4:31 PM; mode: Video Conferencing.
• Record date: 18-09-2026; last date for postal ballot receipt: 25-09-2026.
• Attendance via video: promoter group 8, public 26.
• Total resolutions: 9; all resolutions passed.

Key Resolutions

• Resolution 1 (Ord): Adoption of Audited Financial Statements for FY 2025-26 — Passed.
• Resolution 2 (Ord): Re-appointment of Ramamoorthy Natarajan by rotation — Passed.
• Resolution 3 (Special): Appointment of Emmanuel as Independent Director — Passed.
• Resolution 4 (Special): Re-appointment of Sankaran Sivasailapathi as Independent Director — Passed.
• Resolution 5 (Special): Increase in borrowing powers under Section 180(1)(c) — Passed.
• Resolution 6 (Special): Increase thresholds for loans/guarantees and investments under Section 186 — Passed.
• Resolution 7 (Special): Adoption of Memorandum of Association — Passed.
• Resolution 8 (Special): Adoption of Articles of Association — Passed.
• Resolution 9 (Special): Addition of objects to Memorandum of Association — Passed.

Director appointments & changes

• Emmanuel appointed Independent Director.
• Sankaran Sivasailapathi reappointed as Independent Director.
• Ramamoorthy Natarajan reappointed by rotation.

AGM Details

• AGM held on 25 September 2026 via video conferencing; started at 4:00 PM IST.
• Remote e-voting extended through NSDL for member voting.

Resolutions

• Ordinary: Adoption of audited standalone financial statements for year ended 31 March 2026.
• Ordinary: Re-appointment of Ramamoorthy Natarajan (retiring by rotation).
• Special: Appointment of Emmanuel as Independent Director for five-year term.

AGM details

• 16th AGM on 25 September 2026 at 04:00 PM IST via VC/OAVM.
• Annual Report FY 2025-26 accessible online via provided web link.
• Notice and Annual Report emailed to shareholders with registered addresses; update missing KYC details.
• Annual report accessible at: https://www.gitarenewable.com/wp-content/uploads/2026/09/2025-2026.pdf.
• Notice/Annual Report also available on stock exchange websites.

AGM & annual filing

• 16th AGM scheduled for 25 September 2026 via VC/OAVM at 4:00 PM.
• Book closure from 19 to 25 September 2026 (inclusive).
• Cut-off date for voting: 18 September 2026.
• Remote e-voting window: 22–24 September 2026.
• Annual Report 2025-26 and AGM Notice on company site.

Financial performance

• Revenue from operations: 0.00 Rs Lakhs in 2025-26.
• Total revenue: 32.24 Rs Lakhs in 2025-26.
• EBITDA: 0.28 Rs Lakhs in 2025-26.
• Loss before tax: -1.21 Rs Lakhs in 2025-26.
• Net loss after tax: -1.21 Rs Lakhs in 2025-26.
• Earnings per share: -0.00 Rs for 2025-26.
• Dividends: Nil for 2025-26.

Capital structure & liquidity

• Equity share capital: 41,12,296 shares; paid-up Rs 411.23 Lakhs.
• No debt outstanding as at 31 March 2026.
• Investments in equity: 576.76 Lakhs total.
• Long-term loans & advances: 746.17 Lakhs.
• Cash & cash equivalents: 22.12 Lakhs.

Business operations & development

• Pure-play renewable EPC with Operations & Maintenance services.
• Slump sale of assets to related party noted in notes.
• Company focusing on growth opportunities after zero operational revenue in 2025-26.
• No subsidiaries or joint ventures during the year.

Corporate governance & board changes

• Independent Directors: Emmanuel appointed (Aug 12, 2026) for 5 years.
• Sankaran Sivasailapathi re-appointed Independent Director (Mar 2027–Mar 2032).
• Ramamoorthy Natarajan to retire by rotation at the 16th AGM.
• Board committees: Audit, NRC, Stakeholders' Relationship, and Risk Management.

Audit, risk & internal controls

• Statutory audit: M/s Aayush Bohra A & Co; Secretarial: M K Madhavan & Associates.
• Internal controls deemed adequate; no material weaknesses reported.
• Secretarial audit noted delays in Reg 13(3) and Reg 6(1) filings; fines paid.

Related parties & disclosures

• Related party transactions were at arm's length; disclosed in Annexure-3.
• Salary payable to Santhana Magesh: Rs 1,57,570 outstanding as of 31.3.2026.

MD&A & outlook

• MD&A highlights India’s renewable energy growth and policy support.
• Outlook remains positive on capacity additions and domestic manufacturing.

Management and governance changes

• Internal auditors appointed: M/s N N Kumar & Associates, Chartered Accountants, Chennai, for FY 2026-27.
• Firm details: Chartered Accountants, Firm Registration No. 00150498.
• Emmanuel (DIN 10894681) appointed Additional Director, Non-Executive Independent, 12 Aug 2026–11 Aug 2031, subject to approval.
• Commerce professional with finance, accounts and power/renewable sector experience.
• No inter-se relationship with other Directors or KMP.
• Seshadri Sekar resigned as Independent Director effective 12 Aug 2026 due to personal reasons.
• Resignation accepted by the Board; no other material reasons stated.
• Sankaran Sivasailapathi re-appointed Independent Director for five years from 31 Mar 2027 to 30 Mar 2032.
• Profile: Bachelor of Business Law; 25+ years in engineering and legal fields.
• No inter-se relationships between Sankaran and other Directors or KMP.
• Adoption of new MOA and AOA; subject to Special Resolution at AGM.
• Enhancement of Section 186 limit to Rs 200 crore; subject to AGM.
• Enhancement of overall borrowing limits to Rs 200 crore; subject to AGM.
• Addition of new object clause to allow energy/infrastructure services; subject to AGM.

Financial results and audit

• Standalone unaudited results for quarter ended 30 June 2026 approved.
• Limited Review Report issued by M/s. Aayush Bohra & Co.

Internal audit appointment

• Appointed M/s. N N Kumar & Associates as Internal Auditors for 2026-27.

Board changes: appointments and resignations

• Appointed Mr. Emmanuel as Additional Director (Independent) from 12 August 2026 to 11 August 2031, pending approval.
• Independent Director Seshadri Sekar resigned effective 12 August 2026.
• Re-appointed Mr. Sankaran Sivasailapathi as Independent Director from 31 March 2027 to 30 March 2032.

MOA and AOA amendments

• Adoption of new MOA replacing existing MOA, at AGM via Special Resolution.
• Adoption of new AOA replacing existing AOA, at AGM via Special Resolution.

Capital and borrowing limits

• Enhancement of Section 186 investment limit up to Rs 200 crore, via AGM Special Resolution.
• Enhancement of overall borrowing limit up to Rs 200 crore, via AGM Special Resolution.

Object clause addition

• Addition of new object to MOA to cover energy and infrastructure ventures.

Regulatory disclosures

• Annexures I-III disclosed under Regulation 30 LODR.

Board meeting details not disclosed in filing chunk

Dematerialisation processing and listing

• Dematerialisation requests during the reporting quarter were processed and confirmed to depositories by the RTA.
• Securities dematerialised have been listed on the stock exchanges where the issuer's securities are listed.
• Certificates for dematerialisation were mutilated and cancelled after verification, with depository name substituted as owner within 15 days.