Ravindra Energy Ltd Directors Report

Directors Report

The Shareholders of,

Ravindra Energy Limited

The Directors are pleased to present the 45^th Annual Report of Ravindra Energy Limited together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025.

STATE OF THE COMPANYS AFFAIRS

The information on the business overview and outlook and the state of the affairs of the Company is discussed in detail in the Management Discussion & Analysis, forming part of this 45^th Annual Report.

There is no change in the nature of business of the Company for the year under review.

RESULTS OF OPERATIONS

The standalone revenue from operations for the year ended March 31, 2025 was Rs. 1,881.25 million and other income was Rs. 101.59 million, aggregating to Rs. 1,982.85 million, as against revenue from operations of Rs. 606.42 million and other income was Rs. 43.59 million, aggregating to Rs. 650.01 million for the previous year ended March 31, 2024.

The Companys Profit After Tax was Rs. 246.15 million for the year ended March 31, 2025 as compared to Rs. 108.44 million for the previous year ended March 31, 2024. Revenue from operations includes, Contract Revenue from Solar Projects, installation and commissioning, other operational revenue Share of Profit From LLPs, Revenue from O & M Services, sale of electricity, etc.

The consolidated revenue from operations for the year ended March 31, 2025 was Rs. 2,504.22 million and other income was Rs. 117.87 million, aggregating to Rs. 2,622.09 million, as against revenue from operations of Rs. 1,309.67 million and other income was Rs. 154.73 million, aggregating to Rs. 1,464.40 million for the previous year ended March 31, 2024.

The Company incurred a consolidated profit of Rs. 218.11 million for the year ended March 31, 2025 as against consolidated loss Rs. 508.94 million for the previous year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2025 is summarized below.

				(Amount in Mn)
	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1,881.25	606.42	2,504.22	1,309.67
Other Income	101.59	43.59	117.87	154.73
Total	1,982.85	650.01	2,622.09	1,464.40
Profit/(Loss) before Financial Expenses,
Depreciation & Amortization	344.38	140.83	542.21	485.17
Financial Expenses	13.59	16.11	99.69	164.76
Depreciation & Amortization	20.16	17.22	114.69	133.86
Profit/(loss) before exceptional and extraordinary items	310.63	107.50	327.82	186.55
Exceptional & Extraordinary items	(64.63)	-	(53.79)	(645.10)
Profit/(loss) before tax	246.00	107.50	274.04	(458.55)
Provision for Current tax	0.36	0.01	5.17	0.36
Deferred Tax	(0.52)	(0.94)	35.93	49.66
Share of Profit/(Loss) from Associate Company	-	-	(14.82)	(0.37)
Profit/(Loss) for the year	246.15	108.44	218.11	(508.94)
Re-measurement of defined benefit plans	(0.42)	0.03	(0.42)	0.03
Deferred Tax effect on above	0.11	(0.01)	0.11	(0.01)
Total Comprehensive income for the year	245.84	108.46	217.79	(508.92)
Earnings Per Share (Basic & Diluted)	1.49	0.74	1.32	(3.48)

LISTING OF SHARES

Your Companys shares were listed on the BSE Limited Stock Exchange only. Members may take note that, the shares of the Company are now also listed and traded on the National Stock Exchange of India Limited (NSE) w.e.f. July 30, 2024.

Details of the stock listed on NSE are as under:

Description of Securities	Symbol	Series	No. of Securities	Market Lot
Equity Shares of Rs. 10/- each fully paid up	RELTD	EQ	17,85,54,463	1

Details of the stock listed on BSE are as under:

Description of Securities	Script	Series	No. of Securities	Market Lot
Equity Shares of Rs. 10/- each fully paid up	504341	EQ	17,85,54,463	1

TRANSFER TO RESERVES

In view of the inadequate profits for the financial year ended March 31, 2025, no amount was transferred to General Reserves.

DIVIDEND

With a view to conserve the financial resources, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2025.

The dividend distribution policy of the Company is available on the Companys website at www.ravindraenergy.com under the head Investors - Internal Policies.

DEPOSITS

During the year under review, the Company has not accepted any deposits. Hence, details relating to deposits covered under Chapter V or deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 are therefore not given.

RECLASSIFICATION OF AUTHORISED SHARE CAPITAL IN OCTOBER 2024

During the year under review, the Board of Directors, in their meeting held on September 11, 2024, approved the issue of Equity Shares on preferential/private placement basis, subject to the approval of the members of the Company. Since the number of equity shares proposed to the issued was exceeding the number of unissued equity shares available with the Company, it was proposed to increase the existing authorised equity share capital of the Company by reclassifying the Authorised Share Capital of the Company.

Accordingly, in view of the approval of the members in the Extraordinary General Meeting held on October 5, 2024 the authorised equity share capital of the Company was increased by reclassifying the unissued preference share capital into equity share capital and consequentially altered the Capital Clause V of the Memorandum of Association of the Company.

The existing Authorised Share Capital of the Company was Rs. 218.50.00. 000/- (Rupees Two Hundred Eighteen Crore and Fifty Lakhs Only) consisting of 17,55,00,000 (Seventeen Crore Fifty- Five Lakh) equity shares of the face value of Rs. 10/- each and 4.30.00. 000 (Four Crore Thirty Lakh) Preference Shares of the face value of Rs. 10/- each.

The revised Authorised Share Capital of the Company is Rs. 2,18,50,00,000 (Rupees Two Hundred Eighteen Crore and Fifty Lakhs only) divided into 20,00,00,000 (Twenty Crore) equity shares of the face value of Rs. 10/- each and 1,85,00,000 (One Crore Eighty-Five Lakh) Preference Shares of the face value of Rs. 10/- each.

ISSUE OF SECURITIES

Preferential/private placement issue/allotment of 2,43,24,313 Equity shares

During the year under review, the company with the approval of the members at the Extraordinary General Meeting held on October 5, 2024, offered and issued 2,43,24,313 (Two Crore Forty-Three Lakh Twenty-Four Thousand Three Hundred Thirteen) Equity Shares of face value of Rs. 10/- each at a premium of Rs. 64/- per equity share to 29 investors falling under public category.

Accordingly, the Securities Allotment Committee of the Board of Directors in its Meeting held on October 16, 2024 allotted 2,43,24,313 Equity Shares at an issue price of Rs. 74/- each, including a premium of Rs. 64/- per equity share on Preferential/Private Placement basis. The total funds raised by the Company through the said issue amounted to Rs. 179,99,99,162/-.

The objects raising funds through the preferential issue for was for making Investment in the Renewable Energy Business, Investment in Electric Vehicle Business and General Corporate Purposes.

Monitoring Agency - As the issue size exceeded Rs. 100 Crores, in terms of Regulation 162A of the SEBI ICDR Regulations, the Company appointed "India Ratings and Research Private Limited" (IRRPL), a SEBI registered Credit Rating Agency as the monitoring agency to monitor the use of the proceeds of the Preferential Issue. In accordance with the above-mentioned Regulations, the Company obtains report form IRRPL on quarterly basis and the same is placed before the meeting of the Audit Committee and the Board for noting. A Copy of the said report and a statement of deviation are been filed to the Stock Exchanges within the prescribed time limits.

Details of utilization of funds raised through preferential allotment

Particulars	Funds allocation	Total Funds utilisation up-to March 31, 2025	Unutilised funds up-to March 31, 2025	Total Funds utilisationup-to June 30, 2025	Unutilised funds up-to June 30, 2025
Investment in Renewable Energy Business	90	90.28	(0.28)	93.48	(3.48)
Investment in Electric Vehicle Business	60	46.51	13.49	46.52	13.48
General Corporate Purposes	30	29.98	0.02	29.98	0.02
Total Rs. In Crores	180	166.77	13.23	169.98	10.02

In terms of the NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 and the BSE Circular No. 0221213-47 dated December 13, 2022, the approval of members is already obtained at Extraordinary General Meeting held on October 5, 2024 for deviation of object up-to +/-10% depending upon the future circumstances, given that the objects are based on management estimates and other commercial and technical factors

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is presented separately and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

SEBI, vide its Circular dated May 10, 2021, made Business Responsibility and Sustainability Report mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023.

Since, the provisions of the Regulation 34(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the year ended March 31, 2025 based on the market capitalisation, the Business Responsibility and Sustainability Report is therefore not given.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013 ("the Act") and Indian Accounting Standard (AS)-27, the Company has prepared Consolidated Financial Statements for the financial year ended March 31, 2025 and are annexed to this Annual Report.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, will be made available on the Companys website at www.ravindraenergy.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company had 48 subsidiaries as on March 31, 2025 including 19 Limited Liability Partnerships by virtue of exercise of more than one half of total voting power at its own and 1 Associate Company. However, there was no Joint Venture Company, within the meaning of Section 2(6) of the Companies Act, 2013, as on that date. There has been no material change in the nature of the business of the subsidiaries.

The following companies became subsidiaries during the year under review including subsidiaries by virtue of investment.

1) REL Marathwada Solar Project One Private Limite

2) REL Marathwada Solar Project Two Private Limited

3) REL Wardha Solar Project 4 Private Limited

4) REL Wardha Solar Project 5 Private Limited

5) REL MSKVY Solar Project One Private Limited

6) REL MSKVY Solar Project Two Private Limited

7) REL MSKVY Solar Project Three Private Limited

8) REL MSKVY Solar Project Four Private Limited

9) REL MSKVY Solar Project Five Private Limited

10) REL MSKVY Solar Project Six Private Limited

11) REL Marathwada Solar Project Seven Private Limited

12) REL Marathwada Solar Project Eight Private Limited

13) REL Marathwada Solar Project Nine Private Limited

14) REL Marathwada Solar Project Ten Private Limited

15) REL Marathwada Solar Project Eleven Private Limited

16) REL Marathwada Solar Project Twelve Private Limited

17) REL MSKVY Solar Project Seven Private Limited

18) REL MSKVY Solar Project Eight Private Limited

The following company became subsidiary after the close of the financial year on March 31, 2025.

- REL KNSP Kusum One Private Limited (CIN: U35105KA2025PTC204084) incorporated on June 13, 2025

Renuka Energy Resource Holdings (FZE) (RERH) was a Wholly- Owned Subsidiary of the Company, registered under the Laws of United Arab Emirates (UAE). The said subsidiary was incurring losses during the past couple of years and the net worth of the Company had turned negative. Since, there was no scope for revival of the Company and there were no opportunities for development/growth of the existing business, the Company had applied for voluntarily liquidation of the said subsidiary and accordingly filed liquidators report with the concerned authorities of the host country. Post financial year, on April 21, 2025, the Sharjah Airport International Free Zone Authority (Government of Sharjah, United Arab Emirates) issued final order for closure of RERH.

Pursuant to the proviso to Section 136 of the Act, the financial statements of the Company, consolidated financial statements, along with relevant documents, are available on the Companys website at www.ravindraenergy.com.

List of subsidiaries along with the statement containing the salient features of financial statements are given in Form AOC- 1, attached to the financial statements of the Company.

The Policy for Determining Material Subsidiaries as approved may be accessed on the Companys website at www.ravindraenergy.com, under the head investors - Internal Policies.

As per Audited financial statements of March 31, 2025 for current year one of the wholly-owned-subsidiary entity REL Power Trading LLP became material subsidiary as per threshold limits prescribed under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and company is in process to comply with applicable provisions.

DIVESTMENT OF STAKE IN SUBSIDIARIES

The Members of the Company at an Extraordinary General Meeting held on February 10, 2024 approved divestment of stake held in the following subsidiaries. Accordingly, During the year under review the Company has completed the process of divestment of its entire stake held in following entities and these entities ceased to be subsidiaries :

(a) Prerak Greentech Solar Private Limited

The entire stake held in the above entity (a) was divested to Avengers Rays Solar Private Limited, a developer of solar projects and an EPC contractor. The buyers are not related to the promoter, promoter group or group companies.

(b) Ravindra Energy MHSP LLP

(c) REL Kumbhari Solar Project 1 Private Limited

(d) REL Kumbhari Solar Project 2 Private Limited

(e) REL Kumbhari Solar Project 3 Private Limited

(f) REL Kumbhari Solar Project 4 Private Limited

(g) REL Kumbhari Solar Project 5 Private Limited

(h) REL Kumbhari Solar Project 7 Private Limited

(i) REL Wardha Solar Project 1 Private Limited

(j) REL Wardha Solar Project 2 Private Limited

(k) REL Wardha Solar Project 5 Private Limited

The entire stake held in the above entities (b) to (k) was divested to HEXA Climate Solutions Private Limited, a Company which is engaged into the business of development, ownership and operation of renewable energy generation projects, with a focus on solar, wind, hydro and storage projects as well as projects in new energy transition areas such as hybrids, hydrogen, solar heat and carbon capture, usage and storage in various states across India. The buyers are not related to the promoter, promoter group or group companies.

After financial year closure on March 31, 2025, following entities ceased to be subsidiaries due to divestment of stake by company in these entities -

1. REL Kumbhari Solar Project 10 Private Limited

2. REL Wardha Solar Project 4 Private Limited

The entire stake held in the above entities (1) and (2) was divested to HEXA Climate Solutions Private Limited a Company which is engaged into the business of development, ownership and operation of renewable energy generation projects etc. The buyers are not related to the promoter, promoter group or group Companies.

3. Hirehalli Solar Power Project LLP

The entire stake held in the above entity was divested to Mr. Balaraj Stella Mary; Mr. Pavan Chinnaraj Raj; Mr. Prem Chinna Raaj; and Mr. Chinnaraj S. all are individual. The buyers are not related to the promoter, promoter group or group companies.

The necessary disclosures are made from time to time to the stock exchanges in this regard.

EMPLOYEES STOCK OPTION SCHEME 2022 (REL ESOP SCHEME 2022) :

The Company has in force the Employees Stock Option Scheme 2022 which was framed in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations) then in force :

Pursuant to the approval of Members at 42^nd Annual General Meeting (AGM) held on August 11, 2022 the Company adopted "Ravindra Energy Employees Stock Option Scheme 2022" (REL ESOP Scheme 2022) this scheme comprises of employees stock options. Company has adopted REL ESOP Scheme 2022 for the employees of the Company, its Subsidiaries & Associate, whether existing or future by enabling them to participate in the ownership of the Company.

The objective of the REL ESOP Scheme 2022 is to reward Eligible employees of the Company, its Subsidiaries & Associates, to drive long term objectives of the Company, to motivate and retain employees by rewarding for their performance, retain and incentivize key talent, ensure senior management compensation matches the long gestation period of certain key initiatives and foster ownership behaviour and collaboration amongst employees. Employee stock options play a substantial role in promoting the culture of employee ownership and in attracting, retaining, motivating talented personnel by way of recognising and rewarding them.

In terms of REL ESOP Scheme 2022, the Company is authorized to grant not exceeding 13,67,301 (Thirteen Lakhs Sixty Seven Thousand Three Hundred and One) Employee Stock Options (ESOPs), that would entitle the grantees to acquire in one or more tranches to the eligible employees of the Company, its Subsidiaries & Associate as determined by Nomination and Remuneration Committee (NRC).

During the year under review company has obtained inprinciple approval of stock exchanges (BSE & NSE) and Nomination and Remuneration Committee (NRC)/Board has issued ESOP under REL ESOP Scheme 2022 which is not exceeding in aggregate 1% of the issued capital of the Company.

Company has issued 10,67,301 (Ten Lakh-Sixty-Seven Thousand-Three Hundred One) Employee Stock Options (Grant- I) to the eligible employees under the REL ESOP Scheme 2022 out of total 13,67,301 (Thirteen Lakhs Sixty-Seven Thousand Three Hundred One) options which were approved by the shareholders, ESOP are issued at exercisable price of Rs. 100/ - (Rupees One Hundred Only) each equity share to apply/ exercise for every vested option.

The statutory disclosures as mandated under the SBEB Regulations and an annual certificate for financial year ended March 31, 2025 from the Secretarial Auditors confirming implementation of the above scheme in accordance with SBEB Regulations have been obtained and annexed to this report as Annexure I.

Disclosure for ESOP :

(a) options granted	: 10,67,301 Employee Stock Options
(b) options vested	: Nil - Not yet vested
(c) options exercised	: Not yet applicable options are under grant period, Nil
(d) the total number of shares arising as a result of exercise of option	: In respect of options granted each ESOP option qualify for 1 equity share to be applied.
(e) options lapsed	: Nil
(f) the exercise price	: Rs. 100/- (Rupees One Hundred Only) each equity share
(g) variation of terms of options	: No variation in terms.
(h) money realized by exercise of options	: Options are under grant period amount is not yet realized
(i) total number of options in force	: 10,67,301 options were granted are in force.

The scheme is in compliance with the SBEB Regulations and other requisite details are available for electronic inspection

by the members during the AGM and is also hosted on the website of the Company at : www.ravindraenergy.com under the head Investors - SBEB details.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025 the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a going concern basis;

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholders value legally, ethically and sustainably. Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the Securities and Exchange Board of India. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

Our report on the Corporate Governance for the fiscal 2025 forms an integral part of this Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Companys major related party transactions are generally with its promoters, subsidiaries, associates and group Companies. The related party transactions are entered into based on considerations of various business exigencies.

All the contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis.

There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature on yearly basis. A statement giving details of all related party transactions is placed before the Audit Committee for their approval from time to time.

The Company has made full disclosure of transactions entered into with the related parties during the year under Note 31(6) of the Standalone Financial Statement and Note 37(4) of the Consolidated Financial Statements, forming part of the Annual Report.

The Policy determining material subsidiary is available on the Companys website at www.ravindraenergy.com.

Pursuant to Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 approval for related party/material related party transactions to be entered with related parties is sought by way of a special resolution.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as ANNEXURE II.

RISK MANAGEMENT

The provisions of Risk Management Committee are not applicable to company as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, but, the Board of Directors of the Company have formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

INTERNAL FINANCIAL CONTROLS

The internal financial controls have been documented and implanted in the business processes. Internal controls are regularly tested for implementation and operating effectiveness. Internal control is enabled through extensive use of technology to support the risk management processes, ensure the on-going effectiveness of internal controls in processes, compliance with applicable laws and regulations.

The internal control systems are commensurate with the nature of business and the size and complexity of operations of the Company. The Audit Committee periodically evaluates adequacy and effectiveness of the Companys internal financial control systems and monitors the implementation of recommendations made by the Committee. The Auditors of the Company have also opined that "the Company has in all material respects an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025".

A Certificate of Compliance from the Chief Executive Officer and Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retire by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Narendra Murkumbi (DIN : 00009164) and Mr. Sidram Meleppa Kaluti (DIN: 00017933), Non-executive Directors of the Company retire by rotation at the ensuing 45^th Annual General Meeting and being eligible offer themselves for re-appointment as Directors of the Company.

The Board of Directors have recommended their reappointment at the ensuing 45^th Annual General Meeting.

Whole-Time Directors

The Board consists of two Whole-Time Directors viz. Dr. Vidya Murkumbi (DIN: 00007588) - Executive Chairperson and Mr. Shantanu Lath (DIN: 07876175) - Chief Executive Officer.

Dr. Vidya Murkumbi is occupying the position of the WholeTime Director designated as Executive Chairperson, since September 1, 2021 her appointment was for a term of three years, in previous 44^th Annual General Meeting held on September 27, 2024 she has been re-appointed as Whole-Time Director designated as the Executive Chairperson of the Company for a period of three years with effect from September 1, 2024. In accordance with the recommendation of the Nomination and Remuneration Committee and the Board of Directors taking in to consideration her long and meritorious association with the Company, excellent performance and devotion of time it is proposed for revision in limits of remuneration payable to her for approval of members as per the details provided in notice of 45^th Annual General Meeting special business agenda item number 6.

Mr. Shantanu Lath is occupying the position of the WholeTime Director designated as Chief Executive Officer, since August 11, 2020 his appointment was for a term of three years, in 43^rd Annual General Meeting held on September 16, 2023 he has been re-appointed as Whole-Time Director designated as Chief Executive Officer of the Company for a period of three years with effect from August 11, 2023. In accordance with the recommendation of the Nomination and Remuneration Committee and the Board of Directors taking in to consideration his excellent performance, long and meritorious association with the Company, and devotion of time it is proposed for revision in limits of remuneration payable to him for approval of members as per the details provided in notice of 45^th Annual General Meeting special business agenda item number 7.

Independent Directors

The Independent Directors possess the requisite skills, experience and knowledge and their qualification and experience was suitable for the Company and the Board derives immense value from their guidance and work experience.

At present, the Board consists of 4 (four) Independent Directors viz. Mr. Ramesh Abhishek (DIN: 07452293), Mr. Vinay Namjoshi (DIN: 10119594), Mrs. Poonam Lahoty (DIN: 02555545) and Mr. Robert Taylor (DIN: 00010681).

During the year under review Dr. Shilpa Kodkany (DIN: 01925008) and Mr. Rachit Kumar Agarwal (DIN: 02417577), Independent Directors, resigned from the office of Director with effect from May 3, 2024 and July 22, 2024, respectively. Copy of the resignation letters were submitted to the Stock Exchanges (BSE & NSE) along with the disclosures. Further, the said Directors confirmed that there were no other material reasons other than those provided in the respective resignation letters.

The Board of Directors in its meeting held on July 26, 2024 appointed Mr. Vinay Namjoshi and Mrs. Poonam Lahoty as Additional Directors of the Company to hold office up to last 44^th Annual General Meeting of the Company designated as Independent Directors. The Board had recommended for their appointment as Directors to hold office as Independent Directors for the first term of 5 consecutive years with effect from July 26, 2024 at the 44^th Annual General Meeting. Accordingly, both the Directors were appointed by members for a period of 5 (five) consecutive years at Annual General Meeting held on September 27, 2024.

Mr. Vishwanath Mathur (DIN: 00349774) Non-Executive Independent Director has completed his second term of office as Independent Director of the company and vacated Independent Director office w.e.f. December 31, 2024.

The Company has received declarations from all the Independent Directors of the Company confirming that, they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors.

Regarding proficiency, in terms of the regulatory requirements providing for establishment of an online database of Independent Directors by Indian Institute of Corporate Affairs, all the Independent Directors of the Company have enrolled their names in the said database. Also, the online proficiency self-assessment test as mandated was undertaken by those Independent Directors of the Company who are not exempted within the prescribed timelines.

Non-Executive Directors

The Board consists of two Non-Executive Directors viz. Mr. Narendra Murkumbi (DIN : 00009164) and Mr. Sidram Meleppa Kaluti (DIN: 00017933).

Key Managerial Personnel

At present, in addition to the Whole-Time Directors as mentioned above, the Company has two Key Managerial Personnel viz. Mr. Vikas Pawar - Chief Financial Officer and Mr. Madhukar Shipurkar - Company Secretary & Compliance Officer.

During the year under review, Mr. Vadiraj Mutalik (Membership No. A50738) - Company Secretary & Compliance Officer tendered his resignation from the position of Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company to pursue an alternate career opportunity outside the organisation. Copy of the resignation letter was submitted to the Stock Exchanges (BSE & NSE) along with the disclosures. Further, he has confirmed that, there is no other material reason for his resignation other than that provided in the resignation letter. The Board considered and accepted resignation of Mr. Vadiraj Mutalik and relieved him from his duties with effect from the close of business hours on November 12, 2024.

During the year under review, The Board has appointed Mr. Madhukar Shipurkar (Membership Number A64947), an Associate Member of the Institute of Company Secretaries of India, as Company Secretary of the Company with effect from November 13, 2024, in compliance with the provisions of Section 203 of the Companies Act, 2013 and Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as Key Managerial and Senior Managerial Personnel and shall also be treated as the Compliance Officer of the Company. The appointment related terms were submitted to the Stock Exchanges (BSE & NSE) along with the disclosures.

BOARD EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations the Board evaluated performance of Independent Directors. The Independent Directors in a separate meeting reviewed the performance of Non-Independent Directors, performance of the Board as a whole and the performance of the Chairperson.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

STATUTORY AUDITORS AND THEIR REPORT

The Auditors Report to the shareholders for the year ended March 31, 2025 prepared by M/s. P. Ishwara Bhat & Co., Chartered Accountants, Bangalore does not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/comments.

SECRETARIAL AUDITORS AND THEIR REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013 the Board appointed M/s. Sanjay Dholakia & Associates, Company Secretaries, Mumbai to conduct Secretarial Audit of the Company for the financial year 2024-25.

Pursuant to Regulation 24A of the SEBI LODR Regulations, the Company has obtained Secretarial Audit Report and a Secretarial Compliance Report from M/s. Sanjay Dholakia & Associates, Company Secretaries, Mumbai, for the year ended March 31, 2025. A copy of the Secretarial Compliance Report so obtained, is filed with the BSE Limited and National Stock Exchange of India Limited on May 30, 2025.

The Secretarial Audit Report and the Secretarial Compliance Report do not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/ comments.

The Secretarial Audit Report and the Secretarial Compliance Report for the financial year ended March 31, 2025 are annexed herewith as ANNEXURE III & III-A and form part of this report.

COST RECORDS AND COST AUDIT

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Company has made and maintained cost accounts and records for the financial year ended March 31, 2025.

As recommended by the Audit Committee, the Board has appointed M/s. A. G. Anikhindi & Co., Cost Accountants, as Cost Auditors to conduct cost audit of the records maintained by the Company for the financial year 2025-26.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. Accordingly, consent of the members is sought for ratification of the remuneration payable to the Cost Auditors for the financial 2025-26 at this 45^th Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors namely Mr. Ramesh Abhishek (Chairman - Independent Director), Mr. Robert Taylor, Mr. Vinay Namjoshi and Dr. Vidya Murkumbi.

During the year under review, Mr. Vishwanath Mathur, Audit Committee Chairman, Independent Director vacated office due to completion of second term of tenure of office of Independent Director w.e.f. December 31, 2025.

The Board of Directors in its meeting held on July 26, 2024 and January 9, 2025 reconstituted the Audit Committee by inducting Mr. Vinay Namjoshi as member of the Committee and Mr. Ramesh Abhishek as Chairman of the committee respectively.

Role of the Committee is provided in the Corporate Governance Report annexed to this report. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of three Directors namely Mr. Ramesh Abhishek (Chairman), Mr. Robert Taylor and Mrs. Poonam Lahoty as members.

During the year under review, Dr. Shilpa Kodkany has resigned from the Office of Director, the Board of Directors in its meeting held on July 26, 2024 reconstituted the Committee by inducting Mrs. Poonam Lahoty as member of the Committee. Further, Board at its meeting held on January 9, 2025 reconstituted the Committee by inducting Mr. Ramesh Abhishek as Chairman of the committee.

The policy for Selection of Directors and determining Directors Independence and policy relating to the Remuneration of Directors, Key Managerial Personnel and other Employees may be accessed on the Companys website at www.ravindraenergy.com.

The salient features of the policies are annexed to this report as ANNEXURE IV.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has developed and implemented a Corporate Social Responsibility Policy to undertake corporate social responsibility activities and has been posted on the Companys website www.ravindraenergy.com. The brief outline of the Companys Corporate Social Responsibility Policy and the initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and other details relating

to the CSR Committee are provided in the Corporate Governance Report forming part of this report.

VIGIL MECHANISM/ WHISTLE BLOWER

The Company has established policy on Vigil Mechanism/ Whistle Blower for directors and employees to report concerns or grievances about unethical behaviour, actual or suspected fraud or violation of companys code of conduct or ethics policy, pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy may be accessed on the Companys website at www.ravindraenergy.com.

INTERNAL COMPLAINTS COMMITTEES/PREVENTION OF SEXUAL HARASSMENT (POSH)

The Company has a zero-tolerance policy for sexual harassment in the workplace. The Company has constituted a committee by name Internal Complaints Committee/ Prevention of Sexual Harassment (POSH), in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014. The said committee is constituted to consider and resolve all sexual harassment complaints reported by women employees. During the year under review the Company did not receive any such complaint.

MEETINGS OF THE BOARD

The Board of Directors met 7 (seven) times during the year under review on May 3, 2024, July 26, 2024, August 5, 2024, September 11, 2024, November 12, 2024, January 9, 2025, and February 5, 2025. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Details of the meetings of the Board of Directors held are given in the report on the Corporate Governance.

During the year Company has also passed Circular Resolutions effective dated September 20, 2024, September 26, 2024, January 15, 2025, January 19, 2025, and February 14, 2025 and the same was noted in the Minutes of the subsequent meeting of the Board of Directors.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are provided in this Annual Report in standalone financial statement notes.

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

i. Conservation of Energy

Particulars with respect to conservation of energy pursuant to Rule 8(3) A of the Companies (Accounts) Rules, 2014 are not given as during the year under review the Company was engaged in the business of trading, generation & supply of electricity, installation of Solar Photo Voltaic (PV) Power Pumping Systems and Roof Mounted Solar Power Projects, not requiring consumption of power. Consumption of power was only for office purpose.

ii. Technology Absorption

The Company was not engaged in any activity relating to production and manufacturing. No amount was therefore spent towards Technology Absorption. Particulars with respect to Technology Absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules, 2014 are therefore not given.

iii. Foreign Exchange Earnings and Outgo

• Foreign exchange earnings: Rs. 10.22 million

• Foreign exchange outgo: Rs. 0.95 million

ANNUAL RETURN

Pursuant to Section 92(1) of the Companies Act, 2013 the Company has prepared Annual Return in the prescribed form containing the particulars as they stood on the close of the financial year March 2025.

Further, pursuant to Section 92(3) of the Companies Act, 2013 a copy of the Annual Return is placed under the head "Investors" on the website of the Company at www.ravindraenergy.com.

QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

With an intention to augment funds, to meet the funding requirements of the Company, its subsidiaries, associate entity or joint venture (present and future) consolidated business operations and for repayment of existing debt of the Company and for general corporate purposes, the Board of Directors in its meeting held on August 29, 2025 decided to raise funds up to the limit of Rs. 500 Crores (Rupees Five Hundred Crores Only) through issue of securities on Qualified Institutional Placement (QIP) basis.

In order to effectively leverage emerging growth the Company proposes to utilise the proposed funds proceeds at various stages for the usage of one or more, or any combination of the following -

(i) Investment in various organic or inorganic growth opportunities, infusion of funds into associates/ subsidiaries and/or joint ventures (present and future) for their main business objective activities, including expansion/acquisitions in its area of operations and adjacencies or for new business opportunities or other strategic initiatives, including investment in Renewable Energy Business, investment in Electric Vehicle Business, its general corporate purpose, business expenses for the purposes of setting up electric vehicle battery charging and swapping infrastructure, supply of batteries, supply/ assembling of electric vehicle and any other activity required for expansion of the said business either in the form of equity/quasi equity/unsecured loan, prepayment/repayment of outstanding borrowing/ to fund the working capital requirements of the Company and/or associates and/or its subsidiaries and/or joint ventures;

(ii) To fund the capital expenditure for the Company and/or its subsidiaries (present or future) (including but not limited to purchase of assets/machinery/equipment) to be incurred for any main business objectives activities, renewable energy generation project in India or overseas, capital expenditure for associates and/or its subsidiaries and/or joint ventures to explore setting up an electric truck, tractor and battery assembly plant along with battery research and development centre, electrical vehicle business and related manufacturing facilities being set up or to be set for the Company and/or associates and/or its subsidiaries and/or joint ventures (present or future) in India or overseas; and

(iii) Any other general corporate purposes or other corporate exigencies, as may be permitted under applicable laws and approved by the Board of Directors or its duly authorised committee(s).

It is proposed to raise funds in one or more tranches/issuance through Qualified Institutions Placement to QIBs as defined under SEBI (ICDR) Regulations, or through any other permissible mode and/or combination thereof, in Indian or foreign currencies, by eligible investors, as may be deemed appropriate and in compliance with applicable laws by way of issue of equity shares or any other instrument or security(ies), subject to all statutory and other approvals.

Details of the proposed issue is provided in the Explanatory Statement annexed to the Notice convening this Annual General Meeting of the Company.

PROPOSAL FOR RECLASSIFICATION OF AUTHORISED SHARE CAPITAL OF THE COMPANY

The Authorised Shares Capital of the Company is Rs. 218,50,00,000 (Rupees Two Hundred Eighteen Crore and Fifty Lakhs Only) divided into 20,00,00,000 (Twenty Crore) equity shares of the face value of Rs. 10/- each and 1,85,00,000 (One Crore Eighty-Five Lakh) Preference Shares of the face value of Rs. 10/- each.

In current Authorised Share Capital clause of Memorandum of Association, the company has unissued 1,85,00,000 (One Crore Eighty-Five Lakh) Preference Shares of the face value of Rs. 10/- (Rupees Ten Only) each which are not required by the company for any future plans. It is proposed to cancel and reclassify these Preference shares into equity shares of the company.

The Articles of Association of the Company, permits the Company to alter its Authorised Share Capital. The proposed change of capital clause requires the approval of shareholders through Special Resolution pursuant to the applicable provisions of the Companies Act, 2013 and Rules framed therein.

The Board at their meeting held on August 29, 2025 provided their approval which is subject to approval of members at 45th Annual General Meeting to cancel and reclassify unissued Authorised Preference Share Capital of the Company i.e. 1,85,00,000 (One Crore Eighty-Five Lakh) Preference Shares of the face value of Rs. 10/- (Rupees Ten Only) each to cancel and reclassify into same number of equity shares.

The reclassified new 1,85,00,000 (One Crore Eighty-Five Lakh) equity shares of face value of Rs. 10/- (Rupees Ten Only) each shall be ranking pari passu in all respects with the existing Equity Shares of the Company.

The revised Authorised Share Capital of the Company shall be Rs. 218,50,00,000/- (Rupees Two Hundred Eighteen Crore and Fifty Lakhs Only) divided into 21,85,00,000 (Twenty One Crore Eighty Five Lakhs) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

Details of the proposed reclassification of authorised share capital is provided in the Explanatory Statement annexed to the Notice convening this Annual General Meeting of the Company.

PROPOSAL FOR INCREASE IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY

In order to broad base the Capital Structure and to meet funding requirements of the Company and to enable the Company to issue further equity shares, in addition to reclassification of authorised share capital as provided above, it is proposed to increase the Authorised Share Capital of the Company.

The Board of Directors, at their meeting held on August 29, 2025 by considering proposed effective reclassification of authorised share capital approval, and subject to approval by the members at ensuring 45th Annual General Meeting, Board provided its approval for increase in Authorised Share Capital of the Company from existing Rs. 218,50,00,000/- (Rupees Two Hundred Eighteen Crore and Fifty Lakhs Only) divided into 21,85,00,000 (Twenty One Crore Eighty Five Lakhs) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each to revised Rs. 240,00,00,000/- (Rupees Two Hundred Forty Crores Only) divided into - 24,00,00,000 (Twenty-Four Crore) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

The additional new 2,15,00,000 (Two Crore Fifteen Lakhs) equity shares of face value of Rs. 10/- (Rupees Ten Only) each to be created shall be ranking pari passu in all respects with the existing Equity Shares of the Company.

As a consequence of increase of Authorised Share Capital of the Company, the existing Authorised Share Capital ‘Clause-V in the Memorandum of Association of the Company be altered accordingly.

The proposed increase of Authorised Share Capital requires the approval of members in general meeting under section 4, 13, 61 and 64 of the Companies Act, 2013 and Rules framed therein. The new set of Memorandum of Association is available for inspection at the Registered Office of the Company on any working day during business hours.

The Board of Directors recommends the above Ordinary Resolutions for your approval.

None of the Directors, Promoters and Key Managerial Personnel of the Company or their respective relatives, except to the extent of their shareholding entitlements, if any, is concerned or interested financially or otherwise, in the Resolution set out at Item No. 11 of the Notice.

Belagavi, August 29, 2025
Registered Office:	By Order of the Board of Directors
Ravindra Energy Limited	For Ravindra Energy Limited
BC 105, Havelock Road, Camp, Belagavi-590001, Karnataka, India.
Tel.: +91-831-2406600	Sd/-
Email ID : contact@ravindraenergy.com / secretarial@ravindraenergy.com	Mr. Madhukar Shipurkar
CIN: L40104KA1980PLC075720,	Company Secretary & Compliance Officer
Website: www.ravindraenergy.com	ACS No. 64947