Ravindra Energy Ltd Directors Report

The Members,

Ravindra Energy Limited

The Directors are pleased to present the 46th Annual Report of Ravindra Energy Limited together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

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 Report, forming part of this 46th 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, 2026 was Rs. 4,443.76 million and other income was Rs. 240.07 million, aggregating the total income to Rs. 4,683.83 million, as against revenue from operations of Rs. 1,881.25 million and other income of Rs. 101.60 million, aggregating to total income to Rs. 1,982.85 million in the previous year ended March 31, 2025.

The Companys Profit After Tax was Rs. 913.98 million for the year ended March 31, 2026, as compared to Rs. 246.15 million for the previous year ended March 31, 2025. Revenue from operations includes, Contract Revenue from Solar Projects, installation and commissioning, other operational revenue Share of Profit from LLPs, Revenue from Operations and Maintainance (O & M) Services, sale of electricity, etc. The restated consolidated revenue from operations for the year ended March 31, 2026, was Rs. 5,637.36 million and other income was Rs. 123.06 million, aggregating the total income to Rs. 5,760.42 million, as against revenue from operations of Rs. 2,843.08 million and other income of Rs. 117.88 million, aggregating the total income to Rs. 2,960.96 million in the previous year ended March 31, 2025.

The Company earned a consolidated profit of Rs. 714.10 million for the year ended March 31, 2026 as against consolidated profit of Rs. 215.22 million for the previous year ended March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS :

The Companys financial performance for the year ended March 31, 2026 is summarized below.

( in million)

	Standalone		Restated Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	4,443.76	1,881.25	5,637.36	2,843.08
Other Income	240.07	101.60	123.06	117.88
Total Income	4,683.83	1,982.85	5,760.42	2,960.96
Expenses
Cost of Materials Consumed	2,867.39	1,292.14	2,599.86	1,284.89
Purchase of Stock-in-Trade	-	-	207.23	249.21
Employee Benefit Expenses	126.19	80.10	127.25	86.31
Finance Cost	12.74	13.59	347.40	98.73
Depreciation and Amortization Expense	33.77	20.16	291.70	118.97
Other Expenses	682.89	266.23	1,412.20	799.55
Total Expenses	3,722.98	1,672.22	4,985.64	2,637.66
Profit before exceptional items and tax	960.85	310.63	774.78	323.30
Exceptional & Extraordinary items	(48.12)	(64.63)	1.88	(53.79)
Profit/(loss) before tax	912.73	246.00	776.66	269.51
Current tax	-	0.36	18.94	5.17
Deferred Tax	(1.25)	(0.52)	(34.17)	34.30
Profit/Loss after Tax ;
Profit before Share of profit from Associate Company	913.98	246.15	791.89	230.04
Share of (Loss) from Associate Company	-	-	(77.79)	(14.82)
Profit/(Loss) for the year	913.98	246.15	714.10	215.22
Other Comprehensive Income
Remeasurement of defined benefit plans	(0.72)	(0.42)	(0.72)	(0.42)
Deferred Tax effect on above	0.18	0.11	0.18	0.11
Other Comprehensive income for the year	(0.54)	(0.32)	(0.54)	(0.32)
Total Comprehensive income for the year	913.43	245.84	713.56	214.90
Earnings per share:
Basic ()	5.12	1.49	4.00	1.30
Diluted ()	5.12	1.49	4.00	1.30

LISTING OF SHARES:

The equity shares of the company are listed and tradable on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) recognised stock exchanges in India having nation-wide trading terminals.

Details of the stock listed on NSE and BSE Limited (BSE) are as under:

Description of Securities	Symbol	Scrip	Series	No. of Securities As on March 31, 2026	Market Lot
Equity Shares of Rs. 10/- each fully paid up	RELTD	504341	EQ	17,86,24,463	1

TRANSFER TO RESERVES:

During the year under review, no amount was transferred to General Reserves.

DIVIDEND:

With a view to conserve the financial resources, the Board of Directors have deemed it prudent to not recommend any dividend for the financial year ended March 31, 2026.

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

DEPOSITS:

The Company has not accepted any deposits within the meaning of Chapter- V of the Companies Act, 2013 and rules made thereunder, during the year under review.

CAPITAL STRUCTURE:

During the year under review, with the approval of members at the 45th Annual General Meeting held on September 27, 2025, the Company re-classified its Authorised Share Capital and consequentially altered the Capital Clause 5 of the Memorandum of Association of the Company.

The reclassification was made by increasing the equity share capital and cancellation of the unissued preference share capital, from the existing Authorised Share Capital of 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/- (Rupees Ten Only) each and 1,85,00,000 (One Crore Eighty-Five Lakh) Preference Shares of the face value of Rs. 10/- (Rupees Ten Only) each, to revised authorised share capital of Rs. 218,50,00,000/-(Rupees Two Hundred Eighteen Crore and Fifty Lakhs Only) divided into - 21,85,00,000 (Twenty-One Crores and Eighty-Five Lakhs) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

During the year under review, with the approval of members at the 45th Annual General Meeting held on September 27, 2025, the Company further increased authorised share capital and consequentially altered the Capital Clause 5 of the Memorandum of Association of the Company.

The authorised share capital was increased 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 authorised share capital of Rs. 240,00,00,000/- (Rupees Two Hundred Forty Crores Only) divided into - 24,00,00,000 (Twenty-Four Crores) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the Company has allotted 70,000 (Seventy Thousand) Equity shares of Rs. 10/- (Rupees Ten Each) under Ravindra Energy Employees Stock Option Scheme 2022 (REL ESOP Scheme 2022) to its employees, the exercise price of ESOP was Rs 100/- each.

As on March 31, 2026, the Authorised Share Capital of the Company was Rs. 240,00,00,000 (Rupees Two hundred Forty Crore Only) divided into 24,00,00,000 (Twenty-Four Crore) Equity shares of Rs. 10 (Rupees Ten Each). The Paid-up Capital was Rs. 1,78,62,44,630 (Rupees One Hundred and Seventy-Eight Crore Sixty-Two Lakh Forty-Four Thousand Six Hundred and Thirty Rupees Only) divided into 17,86,24,463 (Seventeen Crore Eighty-Six Lakh Twenty-Four Thousand Four Hundred and Sixty-Three) Equity share of Rs. 10 (Rupees Ten Each).

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION:

Except the following, there have been no material changes affecting the financial position of the Company, after the conclusion of FY2025-26 till the date of this Report:

(a) Allotment of 70,000 equity shares pursuant to exercise of ESOPs granted under the REL ESOP Scheme 2022 on April 29, 2026;

(b) Allotment of 1,98,54,940 equity shares on rights basis on June 25, 2026, in accordance with the letter of offer dated June 3, 2026 read with the corrigendum thereto dated June 12, 2026; and

(c) Execution of loan agreement with Tata Capital Limited on July 30, 2026, for a term loan facility of Rs. 100 Crore for the purpose of investments in the solar projects of Special Purpose Vehicle entities/subsidiaries (SPVs).

UTILISATION OF THE FUNDS RAISED THROUGH PREFERENTIAL ISSUE :

The Company had raised Rs. 179,99,99,162/- (Rupees One Hundred Seventy-Nine Crore Ninety-Nine Lakh Ninety-Nine Thousand One Hundred Sixty-Two Only) (rounded off to Rs. 180 Crores) by issue and allotment of 2,43,24,313 (Two Crore Forty-Three Lakh Twenty-Four Thousand Three Hundred Thirteen) Equity shares of face value of Rs. 10/- (Rupees Ten Only) per equity share to 29 (Twenty-Nine) public category persons on Preferential/private placement basis at an issue price of Rs. 74/- (Rupees Seventy-Four Only) per equity share in FY2024-25.

The proceeds of the aforesaid issue were utilised in the following manner in accordance with the approval granted by the shareholders:

Sr. No. Investment Head	Amount allocated as per the offer document Rs	Amount utilised till June 30, 2026
1 Investment in Renewable Energy Business	90 Crore	96 Crore*
2 Investment in Electric Vehicle Business	60 Crore	54.01 Crore*
3 General Corporate Business	30 Crore	29.99 Crore
Total	Rs. 180 Crore	Rs. 180 Crore

*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 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.

In terms of aforesaid Circulars, Modification in allocation of funds for the same objects for which it was raised with a deviation of up to 10% was already approved by shareholders and accordingly an additional Rs 6 Crs has been allocated for Investment in Renewable Energy Business.

In terms of aforesaid Circulars, Modification in allocation of funds for the same objects for which it was raised with a deviation of up to 10% was already approved by shareholders and accordingly Rs 6 Crs has been less allocated Investment in Electric Vehicle Business from original allocated amount.

MONITORING AGENCY REPORT:

The members are informed that in accordance with the provisions under Regulation 162A of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations, 2018), the Company is required to have the utilization of its preferential issue proceeds monitored by a monitoring agency whose report is further required to be submitted by the Company to the stock exchanges on a quarterly basis until 100% of the issue proceeds are utilized.

The members are further informed that in accordance with the provisions under Regulation 82 of the SEBI ICDR Regulations, 2018, the Company is required to make arrangement for its rights issue proceeds to be monitored by a credit rating agency registered with SEBI.

In view of the aforesaid the Company has appointed India Ratings and Research Private Limited (IRRPL), a SEBI registered Credit Rating Agency as the monitoring agency to monitor the utilisation of funds of Rs 180 Crore raised through preferential issue (FY 2024-25), while CARE Ratings Limited (CARE), a SEBI registered Credit Rating Agency as the monitoring agency was appointed to monitor the use of the proceeds to monitor the utilisation of funds Rs 200.53 Crore raised through rights issue (FY 2026-27).

Further the members may note that, in accordance with the provisions under SEBI ICDR Regulations 2018, the Company has obtained Monitoring Agencys report on a quarterly basis and submitted the same along with statement of deviation to the stock exchanges subsequent to the review by the Audit Committee and the Board of Directors as per SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (SEBI Listing Regulations, 2015) within the prescribed time period. The copy of the aforesaid report and statement of deviation is available on the website of the company at www.ravindraenergy.com.

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 (SEBI Listing Regulations, 2015) is presented separately and forms part of this 46th Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

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.

The provisions relating to submission of Business Responsibility and Sustainability Report (BRSR) as stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, was not applicable to the Company during the year under review.

RESTATED 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 Restated Consolidated Financial Statements for the financial year ended March 31, 2026, and the same are annexed to this 46th 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, restated consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, is made available on the Companys website at www.ravindraenergy.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company had 55 subsidiaries as on March 31, 2026 including 18 Limited Liability Partnerships by virtue of exercise of more than one half of total voting power at its own and 1 Associate Company (55 subsidiaries + 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 or associate entity.

The following companies became subsidiaries during the year under review:

1) REL MSKVY Solar Project Nine Private Limited

2) REL MSKVY Solar Project Ten Private Limited

3) REL MSKVY Solar Project Eleven Private Limited

4) REL MSKVY Solar Project Twelve Private Limited

5) REL MSKVY Solar Project Fourteen Private Limited

6) REL MSKVY Solar Project Fifteen Private Limited

7) Ravindra Energy KNSP2 Private Limited (Formerly known as REL KNSP Kusum One Private Limited)

8) Ravindra Energy KNSP3 Private Limited

9) Ravindra Energy KNSP4 Private Limited 10) Ravindra Energy KNSP5 Private Limited

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

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.

The Policy for Determining Material Subsidiaries as approved by the Board, is available on the Companys website at www.ravindraenergy.com, under the head investors - Internal Policies.

During the Financial Year 2025-26, the Company had identified REL Power Trading LLP, a wholly owned subsidiary as a material subsidiary of the Company in terms of Regulation 16 of the SEBI Listing Regulations, 2015, based on the audited financial statements for the financial year ended March 31, 2025, as approved by the Board of Directors at its meeting held on May 27, 2025.

However, the provisions of Regulation 24(1) of SEBI listing Regulations, 2015, relating to appointment of at least one Independent Director of the listed entity on the Board of the unlisted material subsidiary were not applicable, since the turnover of the said subsidiary did not exceed 20% of the consolidated turnover of the Company during the financial year 2025-26.

Further, based on the restated consolidated financial statements (CFS) for FY ended 31-03-2026, as approved by the Board on 14-08-2026, the said LLP no longer meets the criteria as material subsidiary. However, based on CFS as on 01-04-2026, the Company has identified 5 material subsidiaries, the details for the same are provided in Corporate Governance Report which forms part of this report.

DIVESTMENT OF STAKE IN SUBSIDIARIES:

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 liquidator s report with the concerned authorities of the host country. During the FY 2025-26 on April 21, 2025, the Sharjah Airport International Free Zone Authority (Government of Sharjah, United Arab Emirates) issued final order for closure of RERH.

During the FY 2025-26 following entities ceased to be subsidiaries due to divestment of stake by the Company in these entities -

(1) REL Kumbhari Solar Project 10 Private Limited (K10); (2) REL Wardha Solar Project 4 Private Limited (Wardha 4); and (3) Hirehalli Solar Power Project LLP (Hirehalli)

The entire stake held in the above entities K10 and Wardha 4 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.

The entire stake held in the above Hirehalli entity was divested to Mr. Balaraj Stella Mary; Mr. Pavan Chinnaraj Raj; Mr. Prem Chinna Raaj; and Mr. Chinnaraj S. all are individuals. 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.

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

The Company has in place Ravindra Energy Employee Stock Option Scheme 2022 (REL ESOP Scheme 2022), framed in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations) and Companies Act, 2013 and rules framed therein.

Pursuant to the approval of Members at the 42nd Annual General Meeting (AGM) held on August 11, 2022 the Company adopted the REL ESOP Scheme 2022.

The objective of the REL ESOP Scheme 2022 is to reward Eligible employees and Directors of Company, its Subsidiaries

& Associates, in order 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 options 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 and Directors of the Company, its Subsidiaries & Associate as determined by Nomination and Remuneration Committee (NRC).

The Company has granted 10,67,301 (Ten Lakh-Sixty-Seven Thousand-Three Hundred One) Employee Stock Options to the eligible employees under the REL ESOP Scheme 2022 at an exercise price of Rs. 100/- (Rupees One Hundred Only) per equity share.

During the year under review, the Securities Allotment Committee, acting on the recommendations made by the NRC allotted 70,000 equity shares of face value of Rs. 10/- each, in pursuance of the exercise of the vested options by the employees.

The Company has obtained a certificate from the Secretarial Auditors confirming that REL ESOP Scheme 2022 have been implemented in accordance with the SBEB Regulations and the resolutions passed by the members of the Company. The said certificate is enclosed herewith as Annexure I.

The applicable disclosure as stipulated under Regulation 14 of SBEB Regulations with regard to Employees Stock Option Plan of the Company is available on the website of the Company at www.ravindraenergy.com

Disclosure for ESOP :

(a) options granted	: 10,67,301 Options
(b) options vested	: 25% of the options granted
(c) options exercised#	: 70,000 Equity Shares (Allotment date: March 6, 2026)
(d) the total number of shares arising as a result of exercise of option	: Each vested option is exercisable into not more than one equity share of the Company
(e) options lapsed	: 10,000*
(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	: Rs. 70,00,000/- (Rupees Seventy Lakh Only)
(i) total number of options in force	: 9,87,301 options were granted are in force.

Note :

#1. Post closure of the FY 2025-26, the Securities Allotment Committee, on the recommendations made by the Nomination & Remuneration Committee, approved the allotment of 70,000 equity shares of the Company of face value of Rs. 10/- each at an exercise price of Rs. 100/- per share, pursuant to options exercised by the eligible employees under REL ESOP Scheme, 2022 on April 29, 2026.

*2. As per the clause 16.3 of the REL ESOP Scheme 2022, 10,000 options have lapsed and stand cancelled and the said options are reverted to the pool as the Option Holders resigned from the Company during the year under review.

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 tab.

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 Tab.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2026, 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, 2026, 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.

The Company has prepared standalone and Restated consolidated financial results in accordance with Companies (Indian Accounting Standard) Rules, 2015 as amended as prescribed under Section 133 of the Companies Act, 2013 (the Act) read with the relevant rules issued thereunder as amended and the other accounting principles generally accepted in India.

Note on change in Accounting Policy - Service Concession Agreement and Accounting Policies:

The Group constructs Infrastructure used to provide a public service, operates and maintains that Infrastructure (operation services) for a specified period of time. These arrangements may include Infrastructure used in a Public-to-Private service concession arrangement for its entire useful life. Under Appendix D to Ind AS 115 - Service Concession Arrangements, these arrangements are accounted for based on the nature of the consideration.

The Intangible asset model is used to the extent that the Group receives a right (i.e. a franchisee) to charge users of the public service. The financial asset model is used when the Group has an unconditional contractual right to receive cash or another financial asset from or at the direction of the grantor for the construction services. When the unconditional right to receive cash covers only part of the service, the two models are combined to account separately for each component. If the Group performs more than one service (i.e., construction or upgrade services and operation services) under a single contract or arrangement, consideration received or receivable is allocated with reference to the relative fair values of the services delivered, when the amounts are separately identifiable. The Group maintains and services the infrastructure during the concession period. These concession arrangements set out rights and obligations related to the infrastructure and the services to be provided.

The right to consideration gives rise to an Intangible asset and accordingly, the Intangible asset model is applied. Income from the concession arrangements earned under the Intangible asset model consists of the value of contract revenue, which is deemed to be fair value of consideration transferred to acquire the asset; and payments actually received from the users.

The Intangible asset is amortized over its concession period, starting from the date when the right to operate starts to be used. Any asset carried under concession arrangements is derecognized on disposal or when no future economic benefits are expected from its future use or disposal or when the contractual rights to the financial asset expires.

Earlier Accounting Policy:

Expenditure incurred on construction and development of the solar power plant was capitalised as Property, Plant and Equipment in accordance with Ind AS 16, Property, Plant and Equipment, and depreciated over its estimated useful life.

Revised Accounting Policy:

The Group typically do not control the underlying infrastructure in the manner contemplated for PPE, and the right conferred is essentially a right to sell power/output to a DISCOM under a regulated PPA. Classifying the asset as an intangible right better reflects the substance of the arrangement than treating it as owned plant.

In accordance with Appendix D to Ind AS 115, the construction services performed by the Group in relation to the development of the solar power infrastructure are recognised as construction revenue, together with the corresponding construction costs, over time by reference to the stage of completion of the construction activities. The consideration receivable for such construction services is recognised as an Intangible Asset in accordance with Ind AS 38, Intangible Assets, representing the Groups right to earn economic benefits from operating the infrastructure during the concession period. The intangible asset is subsequently amortized over the concession period. Revenue from supply of electricity during the operating phase continues to be recognised as revenue from operations as and when electricity is supplied.

The contracts are governed by service concession agreements with government authorities (grantors). These contracts are executed through Special Purpose Vehicles (SPV) (Operator) incorporated for this purpose. Under these agreements, the construction revenue earned by the operator is considered as exchanged with the grantor against collection rights, profit from such contracts is considered as realized. Accordingly, where work is sub-contracted to the Parent and/or fellow subsidiaries/ associates the intra group transactions pertaining to such contracts and the profits thereon are taken as realized and not eliminated.

Accordingly, the Group has revised its accounting policy in respect of the solar power plant and applied retrospectively in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors, and the comparative financial information for the previous year/periods has been restated as if the revised policy had always been applied, to the extent practicable.

The detailed information in this regard is provided under restated consolidated notes to accounts forming part of the financial statements for the year ended March 31, 2026.

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 2026 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:

Related Party Transactions:

All contracts/ arrangements/ transactions entered by the Company during the FY 2025-26 with related parties were on an arms length basis and in the ordinary course of business and approved by the Audit Committee, where ever applicable. There were no significant related party transactions which could have potential conflict with the interest of the Company at large.

Further transactions with related parties entered into by the Company pursuant to omnibus approvals granted by the Audit Committee from time to time were reviewed on a quarterly basis by the Audit Committee.

As per the SEBI Listing Regulations, 2015, any transactions with a related party would be considered material requiring shareholders approval if the value of such transaction exceeds the limits enumerated under Regulation 23 read with Schedule XII to the SEBI Listing Regulations, 2015 or the limits specified under Section 188 of the Companies Act, 2013.

In view of the aforesaid, the following related party transactions were approved by the members of the Company during the year under review:

S. No. Particulars of Transaction	Date of approval
1 Giving loan or guarantee or providing security to Energy In Motion Limited (EIM), an Associate Entity for an amount not exceeding Rs. 300 crore	June 20, 2025
2 Giving loan or guarantee or providing security to Energy In Motion Limited (EIM), an Associate Entity for an amount not exceeding Rs. 1,300 crore in suppression of the resolution passed by the members at their extra-ordinary general meeting held on June 20, 2025	January 05, 2026

Pursuant to the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on Related Party Transactions and the same is available on the Companys website at www.ravindraenergy.com under Investors.

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

The Company has made full disclosure of transactions entered into with the related parties during the year under Note 30(6) of the Standalone Financial Statement and Note 34(6) 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

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, 2026.

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:

Pursuant to the provisions under Section 152(6) of Companies Act, 2013 and the Articles of Association of the Company, Dr. Vidya Murkumbi (DIN: 00007588), Whole-Time Director and Chairperson of the Company is liable to retire by rotation at the ensuing 46th Annual General Meeting and being eligible, offer herself for re-appointment.

The Board of Directors have recommended her reappointment at the ensuing 46th Annual General Meeting.

Key Managerial Personnel:

Pursuant to the provisions under Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, are:

Sr. No. Name of Key Managerial Personnel	Designation
1. Dr. Vidya Murkumbi (DIN: 00007588)	Whole Time Director and Chairperson
2. Mr. Shantanu Lath (DIN: 07876175)	Whole-Time Director designated as Chief Executive Officer (CEO)
3. Mr. Vikas Ramesh Pawar	Chief Financial Officer (CFO)
4. Mr. Madhukar Rajendra Shipurkar (Membership No. A64947)	Company Secretary & Compliance Officer.

Whole-Time Directors:

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

Dr. Vidya Murkumbi has served as Whole-Time Director and Chairperson since September 1, 2021. Following the conclusion of her initial three-year term, she was re-appointed as Whole-Time Director and Chairperson for a fresh three-year term effective September 1, 2024, a decision approved by shareholders at the 44th Annual General Meeting held on September 27, 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 to revise the limits of remuneration payable to her as per the details provided in the notice convening the 46th Annual General Meeting of the Company, subject to approval of members (46th AGM notice special business agenda item number 7).

Mr. Shantanu Lath has served as Whole-Time Director and Chief Executive Officer (CEO) since August 11, 2020. Following the conclusion of his initial three-year term, he was reappointed to the same position for a fresh three-year term effective August 11, 2023, a decision approved by shareholders at the 43rd Annual General Meeting held on September 16, 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 to re-appoint him in accordance with the terms enumerated in the notice convening the 46th Annual General Meeting, subject to approval of members (46th AGM notice special business agenda item number 6).

Independent Directors:

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

In terms of Section 149 of the Companies Act 2013, Mr. Ramesh Abhishek (DIN: 07452293), Mr. Vinay Namjoshi (DIN: 10119594), Mrs. Poonam Lahoty (DIN: 02555545) and Mr. Apurva Chandra (DIN: 02531655) serve as Independent Directors on the Board of the Company as on the date of this report.

During the year under review, Mr. Robert Taylor (DIN: 00010681) Independent Director, resigned from the office of Director with effect from November 27, 2025, due to increased professional commitments, time constraints and the time zone differences arising from his country of residence making it difficult for him to attend physically and virtually the Board and Committee meetings. A copy of the resignation letter was submitted to the Stock Exchanges (BSE & NSE) along with the relevant disclosures. Further, the said Director confirmed that there were no material reasons other than those provided in the respective resignation letter.

The Board of Directors at its meeting held on November 5, 2025 appointed Mr. Apurva Chandra (DIN: 02531655) as an Additional Director of the Company subject to approval of the said appointment by shareholders of the Company in accordance with the provisions under Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement), Regulation 2015. The Board had recommended for his appointment to hold office as Independent Director for a term of 5 consecutive years with effect from November 5, 2025. Accordingly, the appointment of Mr. Apurva Chandra (DIN: 02531655) as an Independent Director was approved for a period of 5 (five) consecutive years, to hold office until November 4, 2030 by the members by passing special resolution by way of postal ballot deemed to be passed on January 5, 2026.

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 (other than Independent Directors):

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

Summary of Board Composition:

Name of Director	Designation
Dr. Vidya Murkumbi (DIN: 00007588)	Whole Time Director and Chairperson
Mr. Shantanu Lath (DIN: 07876175)	Whole-Time Director designated as Chief Executive Officer (CEO)
Mr. Narendra Murkumbi (DIN : 00009164)	Non-Executive Director
Mr. Sidram Meleppa Kaluti (DIN: 00017933)	Non-Executive Director
Mr. Ramesh Abhishek (DIN: 07452293)	Non-Executive, Independent Director
Mr. Vinay Namjoshi (DIN: 10119594)	Non-Executive, Independent Director
Mrs. Poonam Lahoty (DIN: 02555545)	Non-Executive, Independent Director
Mr. Apurva Chandra (DIN: 02531655)	Non-Executive, Independent Director

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Companys policy on directors appointment and key managerial personnel remuneration and other matters provided in Section 178(3) of the Act is available on the Companys website at www.ravindraenergy.com.

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 with the provisions under 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:

M/s. P. Ishwara Bhat & Co., Chartered Accountants, Bangalore (Firm Registration No. 001156S), Peer Review Certificate No.: 020616 were appointed as the statutory auditors of the Company to hold office from the conclusion of the 42nd AGM held on August 11, 2022, until the conclusion of the Companys 47th AGM.

The Auditors Report to the shareholders for the year ended March 31, 2026 does not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/comments.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of the Company at its 45th Annual General Meeting held on September 27, 2025 vide ordinary resolution appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Peer Reviewed Firm

No. 2036/2022 and FCS 2655) as the Secretarial Auditor of the Company for a period of five (5) consecutive years, from April 1, 2025, until March 31, 2030, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report.

Pursuant to Regulation 24A of the SEBI LODR, Regulation 2015, 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, 2026. A copy of the Secretarial Compliance Report so obtained, is filed with the BSE Limited and National Stock Exchange of India Limited on May 29, 2026.

Annual Secretarial Compliance Report 2026 contains following reservations:

Compliance Requirement (Regulations/Circulars/ Guidelines including specific clause)	Observations /Remarks of The Practicing Company Secretary	Management Response	Remarks
Regulation 19(1)/ 19(2) Non-compliance with the constitution of nomination and remuneration committee	The Company has received notice from BSE and NSE with respect to the non- compliance with the constitution of nomination and remuneration committee	The Company was intending to convene a meeting of the Board of Directors of the Company (referred to as the Board) for reconstitution of the Nomination and Remuneration Committee and the Stakeholders Relationship Committee (referred to as the Committees) in the last week of December 2024, but due to non-availability of the Directors, a meeting of the Board was convened on January 9, 2025, for reconstitution of the Committees.	The Company has filed waiver application with NSE, being a Designated Stock Exchange and requested NSE to process the waiver application. Subsequently, the waiver request has been approved by the NSE.
Regulation 20(2)/(2A) Non-compliance with the constitution of stakeholder relationship committee	The Company has received notice from BSE and NSE with respect to non- compliance with the constitution of stakeholder relationship committee	Accordingly, the Board in the said meeting considered and approved the reconstitution of the Committees with effect from January 1, 2025. During the period from January 1, 2025 to January 9, 2025 there was no committee meeting held.

Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI LODR, Regulation 2015 inter-alia requires classes of companies to annex with its Board Report, a secretarial audit report provided by the Company Secretary in Practice, in the prescribed format. Accordingly, the Secretarial Audit Report and the Secretarial Compliance Report for the financial year ended March 31, 2026 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, 2026.

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 FY 2026-27.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, a proposal for ratification of remuneration of the Cost Auditor for FY 2026-27 is placed before the Shareholders for approval in the ensuing AGM and is recommended by the Board (46th AGM notice special business agenda item number 3).

AUDIT COMMITTEE:

The Audit Committee comprises of three Non-Executive Directors and one Executive Director and all are financially literate. The Committee comprises of Mr. Ramesh Abhishek as the Chairperson of the Committee with Mrs. Poonam Lahoty, Mr. Vinay Namjoshi and Dr. Vidya Murkumbi as the members of the Committee.

During the year under review, one of the audit committee member Mr. Robert Taylor (DIN: 00010681) Independent Director, resigned from the office of Director with effect from November 27, 2025 and accordingly the Board of Directors at its meeting held on December 5, 2026 reconstituted the Audit Committee by inducting Mrs. Poonam Lahoty, Independent Director as a member of the Committee.

Role of the Committee is provided in the Corporate Governance Report annexed to this report. During the year under review, 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 Non-Executive, Independent Directors. The Committee comprises of Mr. Ramesh Abhishek as the Chairman of the Committee with Mr. Apurva Chandra and Mrs. Poonam Lahoty as members of the Committee.

During the year under review, one of the Nomination and Remuneration Committee member Mr. Robert Taylor (DIN: 00010681) Independent Director, resigned from the office of Director with effect from November 27, 2025, and accordingly the Board of Directors at its meeting held on December 5, 2025 reconstituted the Committee by inducting Mr. Apurva Chandra as a member 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 the same has been uploaded on the Companys website at 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 POLICY:

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 under Investors - Policies and Code of Conduct.

PREVENTION OF SEXUAL HARASSMENT (POSH) / INTERNAL COMPLAINTS COMMITTEES:

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 27, 2025, August 6, 2025, August 29, 2025, September 27, 2025, November 5, 2025, December 5, 2025 and January 15, 2026. 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 Resolution/s effective dated May 7, 2025, May 14, 2025, May 16, 2025, January 23, 2026 and March 18, 2026, and the same were 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 its purpose to be utilised by the recipient are provided in the section covering standalone financial statements read with notes in this Annual Report.

COMPLIANCES UNDER THE MATERNITY BENEFIT ACT 1961:

During the year under review, the Company was in compliance with the provisions under the Maternity Benefit Act 1961.

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 since the Company is engaged in the business of trading, generation & supply of electricity, installation of Solar Photo Voltaic (PV) Power 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: Nil

- Foreign exchange outgo: Rs. 1.17 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 2026.

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

PROPOSAL FOR ALTERATION OF ARTICLES OF ASSOCIATION (AOA):

The members are informed that, post financial year 2025-26, Tata Capital Limited (TCL) has granted Rupee Term Loan (RTL) facility to the Company for an amount not exceeding INR 100,00,00,000/- (Indian Rupees One Hundred Crore Only). As per the condition of the sanctioned terms, the Company is required to appoint nominee director in case of default of loan and include credit facility related definitions in respect of term loan and lenders right clause as detailed in agenda number 8 of notice of 46th Annual General Meeting.

Accordingly, it is proposed to amend the Articles of the Association (AOA) of the Company pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder by way of passing special resolution at 46th Annual General Meeting.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are provided in ANNEXURE VI.

Except Mr. Shantanu La th (Whole-time Director & CEO) and Dr. Vidya Murkumbi (Whole-Time Director & Chairperson), there is no other employee, who was employed throughout the financial year 2025-26 and was in receipt of remuneration which in aggregate was not less than Rupees One Crore and Two Lakhs per annum.

There was no employee employed for part of the financial year 2025-26 who was in receipt of remuneration for any part of that year, at a rate which, in the aggregate was not less than Rupees Eight Lakhs and Fifty Thousand per month.

There was no employee employed throughout the financial year or part thereof, who was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review :

a. Issue of equity shares with differential rights as to dividend, voting or otherwise. b. Issue of shares (including sweat equity shares) to directors and employees of the Company under any scheme, except ESOP related allotment for which details are provided in Board Report. c. Buyback of shares. d. The Company does not have any scheme for provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. e. Purchase by Company of its own shares or giving of loans for such purchase. f. The Whole-Time Director of the Company did not receive any remuneration or commission from any of its subsidiaries. g. There is no change in the nature of business of the Company or its subsidiaries. h. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

i. No fraud has been reported by the Auditors to the Audit Committee of the Board. j. There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of this report, except as reported in Board Report in relation to allotment of equity shares on exercise of ESOP, allotment of equity shares on rights issue basis, and change in accounting policy subsequently restating the consolidated financial statement as already explained in this report and consolidated financial notes. k. No cases of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment were reported in the financial year 2025-26. l. Disclosure about the application made or any proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their status as at the end of the financial year.

m. Disclosure about the difference between the amounts of the valuation executed at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

n. Details pertaining to the transfer of unclaimed dividend amount and shares to the Investor Education and Protection Fund (IEPF).

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation for the co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and Governmental authorities, stakeholders, and finally to all shareholders for their trust and confidence reposed in the Company. Your Directors also thank the employees at all levels for their support and cooperation.

By order of the Board of Directors
For Ravindra Energy Limited

Sd/-
Dr. Vidya Murkumbi
Whole-Time Director & Chairperson
DIN: 00007588

Date: August 14, 2026
Place: Belgaum