Gita Renewable Energy Limited's Board of Directors met on 12th August 2026 from 11:00 AM to 1:00 PM and approved several matters in compliance with SEBI LODR Regulations 30 and 33.

1. Financial Results Approval

The Board reviewed and approved the unaudited standalone financial results for the quarter ended 30th June 2026. The results were reviewed by the Audit Committee and accompanied by a Limited Review Report issued by the company's statutory auditors, M/s. Aayush Bohra A & Co., Chartered Accountants, Chennai (Firm Registration No. 0269325). The financial results and limited review report are available on the company website at www.gitarenewable.com.

2. Internal Auditor Appointment

The Board appointed M/s. N N Kumar & Associates, Chartered Accountants, Chennai (Firm Registration No. 00150498) as the Internal Auditors of the company for the financial year 2026-27.

3. Director Appointment - Mr. Emmanuel

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. Emmanuel (DIN: 10894681) as an Additional Director (Non-Executive Independent) effective from 12th August 2026 until 11th August 2031. This appointment is subject to shareholder approval at the ensuing 16th Annual General Meeting.

Mr. Emmanuel is a commerce professional with experience in finance, accounts, and the power/renewable energy sector. He has several years of professional experience and possesses relevant knowledge in financial and business operations. He has no inter-se relationships with other directors or key managerial personnel and is not debarred from holding director office by any SEBI order.

4. Director Resignation - Mr. Seshadri Sekar

The Board accepted the resignation of Mr. Seshadri Sekar (DIN: 01050597) from his position as Independent Director, effective 12th August 2026. The resignation was tendered due to personal reasons and other pre-occupation. Mr. Sekar confirmed there are no other material reasons for his resignation beyond those stated. He does not hold any directorships in other listed entities.

5. Director Re-appointment - Mr. Sankaran Sivasailapathi

The Board approved the re-appointment of Mr. Sankaran Sivasailapathi (DIN: 09409356) as an Independent Director for a further five-year term from 31st March 2027 to 30th March 2032, subject to shareholder approval.

Mr. Sivasailapathi holds a Bachelor of Business Law degree and Diploma in Civil Engineering with over 25 years of professional experience (15+ years in engineering, 10+ in legal field). He has no inter-se relationships with other directors or key managerial personnel and is not debarred from holding director office.

6. Memorandum of Association Update

The Board approved the adoption of a new Memorandum of Association aligned with the Companies Act 2013 and rules thereunder, replacing the existing MOA framed under the Companies Act 1956. This is subject to shareholder approval via special resolution at the 16th AGM.

7. Articles of Association Update

The Board approved the adoption of new Articles of Association aligned with the Companies Act 2013, replacing the existing AOA framed under the Companies Act 1956. This is subject to shareholder approval via special resolution at the 16th AGM.

8. Enhancement of Investment Limits Under Section 186

The Board approved enhancing the limit for making investments, giving loans or guarantees, or providing security under Section 186 of the Companies Act 2013 up to ₹200 crore (Rupees Two Hundred Crore Only), subject to shareholder approval via special resolution at the 16th AGM.

9. Enhancement of Borrowing Limits Under Section 180(1)(c)

The Board approved enhancing the overall borrowing limits under Section 180(1)(c) of the Companies Act 2013 up to ₹200 crore (Rupees Two Hundred Crore Only) over and above the aggregate of the company's paid-up share capital and free reserves, subject to shareholder approval via special resolution at the 16th AGM.

10. Addition of Object Clause in MOA

The Board approved the alteration of the Object Clause of the Memorandum of Association by adding a new object to carry on business of operations, management, maintenance, supervision, administration and overall management of projects, assets, facilities and undertakings across various sectors including energy, infrastructure and allied industries. This is subject to shareholder approval via special resolution at the 16th AGM.

The meeting was conducted and the disclosure was signed by Santhana Magesh, Company Secretary & Compliance Officer.