Ravita Engineering Services Ltd Directors Report

The Audited Financial Statements of the Company as on March 31, 2026, are prepared in accordance with the applicable Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

Total Revenue of the Company for the financial year 2025-26 stood at Rs. Rs. 27,763.29 Lakhs as against Rs. 10,861.27 Lakhs for the financial year 2024-25, showing an increase of 155.62%.

EBITDA for the financial year 2025-26 stood at Rs. 4,023.95 Lakhs as against Rs. 1,577.57 Lakhs for the financial year 2024-25, showing an increase of 155.07%.

Profit after tax for the financial year 2025-26 stood at Rs. 2,803.60 Lakhs as against Rs. 1,141.22 Lakhs for the financial year 2024-25, showing an increase of 145.67%.

Your directors are hopeful for the bright future of the Company in the years to come.

There has been no change in business during the year under review.

During the financial year under review, the Company changed its name from M/s. Powermech Services Private Limited to M/s. Ravita Engineering Services Private Limited pursuant to the approval of the Members by way of a Special Resolution and the Registrar of Companies issued a fresh Certificate of Incorporation consequent upon change of name on September 29, 2025. The change in name has no impact on the legal entity, rights, obligations, assets or liabilities of the Company.

Subsequently, the Company was converted from a Private Limited Company into a Public Limited Company, consequent upon which its name was changed from “Ravita Engineering Services Private Limited” to “Ravita Engineering Services Limited”, and a fresh Certificate of Incorporation was issued by the Registrar of Companies on December 16, 2025. The aforesaid changes do not affect the continuity, rights, obligations, assets or liabilities of the Company.

The Board of Directors of the Company at its meeting held on May 15, 2025, has approved to shift the registered office of the Company from Office No. 44 & 45, 2nd, Floor, Pl 18/27, Hiranandani Complex, Sector 07, Kharghar, Raigarh, Navi Mumbai 410210, Maharashtra, India, Office No. 202, 2nd Floor, Mayuresh Square, Plot No.17, Sector 15, CBD Belapur, Navi Mumbai - 4000614, Maharashtra, India w.e.f May 15, 2025.

During the year under review, the Board of Directors do not recommend any Dividend on the Equity Shares of the Company in view of conservation of profits.

The provision of section 125(2) of the Companies Act, 2013, do not apply to the Company as the company was not required to transfer any amount to IEPF.

During the financial year under review, the Company filed the Draft Red Herring Prospectus ("DRHP") with the National Stock Exchange of India Limited ("NSE") on March 25, 2026 for its proposed Initial Public Offering ("IPO") on the SME Platform of NSE. Pursuant to the review of the DRHP and the information submitted by the Company, NSE granted its In-Principle Approval for listing of the Equity Shares on July 2, 2026, subject to compliance with the applicable laws, regulations and conditions stipulated by NSE.

No part of the profit for the year was transferred to General Reserves during the year under review.

10. CHANGES IN SHARE CAPITAL:

During the period under review following changes have taken place in the share capital of the company.

Increase in Authorised Share capital of the Company

During the financial year under review, the Members of the Company approved the increase in the Authorised Share Capital of the Company on two occasions.

Pursuant to the approval by the Members in Extra- Ordinary General Meeting held on April 02, 2025, the Authorised Share Capital of the Company was increased from 10,00,000/- (Rupees Ten Lakhs only) divided into 1,00,000 (One Lakh) Equity Shares of face value of 10/- each to 16,10,00,000/- (Rupees Sixteen Crores Ten Lakhs only) divided into 81,00,000 (Eighty-One Lakhs) Equity Shares of face value of 10/- each and 8,00,000 (Eight Lakhs) Preference Shares of face value of 100/- each.

Subsequently, pursuant to to the approval by the Members in Extra- Ordinary General Meeting held on July 30, 2025, the Authorised Share Capital of the Company was further increased from 16,10,00,000/- (Rupees Sixteen Crores Ten Lakhs only) divided into 81,00,000 (Eighty-One Lakhs) Equity Shares of face value of 10/- each and 8,00,000 (Eight Lakhs) Preference Shares of face value of 100/- each to 24,50,00,000/- (Rupees Twenty-Four Crores Fifty Lakhs only) divided into 1,65,00,000 (One Crore Sixty-Five Lakhs) Equity Shares of face value of 10/- each and 8,00,000 (Eight Lakhs) Preference Shares of face value of 100/- each.

Reclassification of the Authorized Share Capital of the Company

During the financial year under review, the Members of the Company, at the Extraordinary General Meeting held on January 29, 2026, approved the reclassification of the Authorised Share Capital of the Company from 24,50,00,000/- (Rupees Twenty-Four Crores Fifty Lakhs only) divided into 1,65,00,000 (One Crore Sixty-Five Lakhs) Equity Shares of face value of 10/- each and 8,00,000 (Eight Lakhs) Preference Shares of face value of 100/- each, to 24,50,00,000/- (Rupees Twenty-Four Crores Fifty Lakhs only) divided into 2,45,00,000 (Two Crores Forty-Five Lakhs) Equity Shares of face value of 10/- each, by reclassifying the unissued 8,00,000 (Eight Lakhs) Preference Shares of face value of 100/- each, aggregating to 8,00,00,000/- (Rupees Eight Crores only), into 80,00,000 (Eighty Lakhs) Equity Shares of face value of 10/- each, aggregating to 8,00,00,000/- (Rupees Eight Crores only).

Consequently, the Authorised Share Capital of the Company comprises 2,45,00,000 (Two Crores Forty-Five Lakhs) Equity Shares of face value of 10/- each, aggregating to 24,50,00,000/- (Rupees Twenty-Four Crores Fifty Lakhs only).

Sub- Division of Authorized Share Capital of the Company

During the period under review, the Members of the Company, at the Extraordinary General Meeting held on January 29, 2026, approved the sub-division (split) of the face value of the equity share capital from 10/- (Rupees Ten only) per Equity Share to 5/- (Rupees Five only) per Equity Share.

Consequent to the sub-division, the Authorized Share Capital of the Company remained unchanged at 24,50,00,000/- (Rupees Twenty-Four Crores Fifty Lakhs only); however, it stood sub-divided from 2,45,00,000 (Two Crores Forty-Five Lakhs) Equity Shares of face value of 10/- each to 4,90,00,000 (Four Crores Ninety Lakhs) Equity Shares of face value of 5/- each.

Private Placement

During the financial year under review, the Company raised funds through the issue and allotment of Equity Shares on a private placement basis, as detailed below:

a) Pursuant to the approval of the Members accorded at the Extra- Ordinary General Meeting held on May 16, 2025, the Board of Directors, at its meeting held on June 23, 2025, allotted 21,595 (Twenty-One Thousand Five Hundred and Ninety-Five) fully paid-up Equity Shares of face value of 10/- each at an issue price of 16,000/- per Equity Share (including a securities premium of 15,990/- per Equity Share) for cash, aggregating to 34,55,20,000/- (Rupees Thirty-Four Crores Fifty-Five Lakhs Twenty Thousand only).

b) Pursuant to the approval of the Members accorded at the Extra- Ordinary General Meeting held on July 2, 2025, the Board of Directors, at its meeting held on July 7, 2025, allotted 4,046 (Four Thousand Forty-Six) fully paid-up Equity Shares of face value of 10/- each at an issue price of 16,000/- per Equity Share (including a securities premium of 15,990/- per Equity Share) for cash, aggregating to 6,47,36,000/- (Rupees Six Crores Forty-Seven Lakhs Thirty-Six Thousand only).

c) Pursuant to the approval of the Members accorded at the Extra- Ordinary General Meeting held on July 30, 2025, the Board of Directors, at its meeting held on August 12, 2025, allotted 9,600 (Nine Thousand Six Hundred) fully paid-up Equity Shares of face value of 10/- each at an issue price of 16,000/- per

Equity Share (including a securities premium of 15,990/- per Equity Share) for cash, aggregating to 15,36,00,000/- (Rupees Fifteen Crores Thirty-Six Lakhs only).

Bonus Issue

During the period under review, pursuant to the members approval at the Extra-ordinary General Meeting held on January 29, 2026, the Board of Directors of the Company at its meeting held on February 19, 2026 issued and allotted 2,70,48,200 (Two Crore Seventy Lakhs Forty- Eight Thousand Two Hundred) Equity Shares of Rs.5/- (Rupees Five Only) each to the holders of existing equity shares of the Company in the proportion of 100 (Hundred) equity shares for every 1 (one) existing equity share held by the Members as on the Record date i.e. January 2, 2026.

Issued, Subscribed & Paid-Up Capital

The Issued, Subscribed & Paid-Up Capital of the Company as on March 31, 2026, is Rs. 13,65,93,410/- (Rupees Thirteen Crores Sixty- Five Lakhs Ninety-Three Thousand Four Hundred and Ten only) divided into 2,73,18,682 (Two Crores Seventy-Three Lakhs Eighteen Thousand Six Hundred and Eighty-Two) Equity Shares of Rs.5/- (Rupees Five Only) each.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR:

Conversion from Private Limited Company to Public Limited Company

The Company has converted from Private Limited Company to Public Limited Company and consequently upon conversion, the name of the Company has been changed from “Ravita Engineering Services Private Limited” to “Ravita Engineering Services Limited” and the fresh certificate of incorporation dated December 16, 2025, was issued by the Registrar of Companies.

Alteration of Memorandum and Articles of Association of the Company.

During the financial year under review, the Memorandum of Association and Articles of Association of the Company were altered from time to time, pursuant to the approval of the Members, to give effect to various corporate actions undertaken by the Company, including increase and reclassification of the authorised share capital, sub-division of equity shares, change in the name of the Company, conversion of the Company into a Public Limited Company and alteration of the Object Clause of the Memorandum of Association. The necessary statutory filings in respect thereof were duly completed.

12. DEPOSITS:

Your Company has neither accepted / renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 77 of the Companies Act, 2013. Further there were no Deposits which are not in compliance of the requirements of Chapter V of the Act.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report, the Board of Directors of the Company comprises of 5 (Five) Board Members out of which 1 (one) is an Executive Director, 1 (One) is a Managing Director and 3 (three) are Non-Executive Independent Directors.

Changes in the composition of the Board of Directors and Key Managerial Personnel during the Financial Year 2025-26 and up to the date of this report:

a) Appointments/Resignations/Changes in the Board of Directors:

The following changes took place among the Board of Directors of the Company during the Financial Year and as on the date of this Report:

All Directors have confirmed that they are not disqualified under the provisions of Section 164(2) of the Companies Act, 2013.

Further, the Board of Directors in their meeting held on March 12, 2026, approved appointment of Mr. Vibhoar Agrawal, Executive Director as Chairman of the Board of Directors.

b) Key Managerial Personnel (KMP):

14. INDEPENDENT DIRECTORS:

The appointment of the Independent Directors on the Board of Directors of the Company is subject to the provisions of Section 149 and Schedule IV of the Companies Act, 2013.

The Company has obtained declarations from the Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 including the compliance of relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and Companys code of conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act and are independent of the management.

15. COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

Pursuant to Section 177 and other applicable provision of the Companies Act, 2013 and rules made thereunder, the Company constituted an Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been constituted as per Section 178 and other applicable provisions of the Companies Act, 2013 and rules made thereunder.

The Committee has formulated the Nomination and Remuneration Policy, which outlines the criteria for appointment, performance evaluation, and remuneration of Directors, key managerial personnel and senior management. The policy is available on the Companys website at https://ravita.co.in/policies-and-code-of-conduct/

STAKEHOLDERS REALTIONSHIP COMMITTEE:

The Company has voluntarily constituted as per Section 178 and other applicable provision of the Companies Act, 2013 and rules made thereunder a Stakeholders Relationship Committee to oversee the redressal of investor grievances and related matters.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to Section 135 and other applicable provision of the Companies Act, 2013 and rules made thereunder, the Company has constituted a Corporate Social Responsibility (CSR) Committee.

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has formulated and approved a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Committee and Board functions according to the CSR Policy. The policy is available on the Companys website at https://ravita.co.in/policies-and-code-of-conduct/.

The Annual Report on CSR Activities is enclosed as per prescribed format as ‘Annexure A and forms a integral part of this report.

16. MEETINGS OF THE BOARD OF DIRECTORS:

The gap intervening between any two consecutive meetings was not more than one hundred and twenty days.

COMMITTEE MEETINGS: A. Audit Committee

17. GENERAL MEETING:

During the financial year under review, the Company held nine General Meetings, comprising eight ExtraOrdinary General Meetings held on April 02, 2025, April 30, 2025, May 16, 2025, July 02, 2025, July 30, 2025, November 03, 2025, January 29, 2025, and February 26, 2025, and one Annual General Meeting held on September 05, 2025.

18. SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES:

As on March 31, 2026, the Company has one Joint Venture and no Subsidiary or Associate Company.

The details in Form AOC-1 in respect of the Joint Venture are annexed as “Annexure A” to this Report.

During the year under review, the Company acquired 10% stake in M/s. Ganesh Netsoft JV Networks pursuant to the approval of the Board of Directors at its meeting held on August 04, 2025, thereby making the said entity a Joint Venture of the Company, in accordance with the applicable provisions of the Companies Act, 2013.

19. AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and any other applicable provisions and the Rules framed thereunder, If any, of the Companies Act, 2013 (including any statutory modifications) or re-enactment thereof for the time being in force read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Piyush Kothari & Associates, Ahmedabad (Firm Registration No. 140711W) were appointed as Statutory Auditors of the Company in the Annual General Meeting of the Financial Year 2024-25 for a term of five consecutive years i.e., from the conclusion of the 18th AGM till the conclusion of 23rd AGM to be held for the FY 2029-30.

The Statutory Auditors Report for the financial year 2025-26, issued by M/s. Piyush Kothari & Associates, forms part of this Annual Report. The said report does not contain any qualification, reservation, or adverse remark.

SECRETARIAL AUDITORS:

Pursuant to prevision of Section 204 of the Companies Act 2013 and the Rules Framed thereunder, if any of the Companies Act, 2013 (Including any statutory modifications or re-enactment thereof for the time being in force) is not applicable to the Company.

INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), is not applicable to the Company.

COST AUDITORS:

Provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time is not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013

20. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance practices.

21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established robust and effective internal control systems, supported by best practices suited to its size and scale of operations. These controls ensure that all assets are safeguarded, and all transactions are duly authorized, accurately recorded, and properly reported. The internal audit function reviews a broad range of operational areas and ensures compliance with applicable policies, procedures, and standards. During the year, no reportable material weaknesses in the design or operation of these controls were observed.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and established a vigil mechanism for Directors, employees, and business associates in compliance with Section 177 of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy, duly approved by the Board of Directors, enables stakeholders to report genuine concerns relating to unethical practices or improper conduct. It also ensures protection to whistle blowers against any form of retaliation. All reported matters are appropriately investigated, and necessary actions are taken in accordance with the Policy. The Whistle Blower Policy is available on the Companys website at https://ravita.co.in/policies-and-code-of-conduct/ .

23. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return prepared in accordance with the Section 92(3) of the Companies Act, 2013, is made available on the website of the Company https://ravita.co.in/.

24. PARTICULARS OF LOAN, GAURANTEES OR INVESTMENTS:

The details of the aforesaid investment are disclosed in Note No. 12 to the Financial Statements for the financial year 2025-26, forming part of this Annual Report.

25. RELATED PARTY TRANSACTIONS:

All related party transaction entered during the year were in Ordinary Course of the Business and on arms length basis and in compliance with the provisions of the Act and the Policy. No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The disclosures pertaining to the related party transactions, in accordance with AS-18, have been provided under Note No. 29 of the financial statements.

The Policy on Related Party Transactions is available on the Companys website https://ravita.co.in/policies-and-code-of-conduct/ .

26. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

A. Conservation of Energy:

a. Steps taken or impact on conservation of energy The Operations of the Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment Nil

B. Technology Absorption:

The Company is engaged in providing engineering and related services and does not have any specific technology absorption activity during the financial year under review. Accordingly, the particulars relating to technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Outgo:

During the financial year under review, the Company had no foreign exchange earnings or outgo.

27. BOARD POLICIES:

The details of various policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Listing Regulations are available on the website of the Company at https://ravita.co.in/policies-and-code-of-conduct/ .

28. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://ravita.co.in/policies-and-code-of-conduct/.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Following is the summary of sexual harassment complaints received and disposed of during the year: No. of complaints received: 0 No. of complaints disposed of: 0 No. of complaints pending: 0 No. of complaints pending for more than ninety days: 0

Compliance on Maternity Benefit Act, 1961

The Company has complied with the applicable provisions of Maternity Benefit Act, 1961 for female employees with respect to leaves and maternity benefits thereunder.

30. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the profit /loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared the annual accounts on a going concern basis. e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. SECRETARIAL STANDARDS:

The Directors have incorporated proper systems and process for complying with the requirements of applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 and Secretarial Standards issued by the Institute of the Company Secretaries of India and that such systems were adequate and operating effectively.

32. RISK MANAGEMENT POLICY:

Considering the size of the Company, Risk Management is overseen by the Board of Directors of the Company on a continuous basis and takes all the necessary steps to mitigate the issues, if any.

33. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016:

No application or any proceeding is pending or initiated under the Insolvency and Bankruptcy Code, 2016.

34. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNAL:

There was no Material order passed by the judicial or quasi-Judicial Authority which affects the Going Concern Status of the Company during the year under review.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed in this Boards Report, there have been no material changes or commitments which could affect the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this Report.

36. GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review.