Directors Report of Ravindra Energy Ltd.

Mar 31, 2025

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 COMPANY''S 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 Company''s 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 Company''s financial performance for the year ended
March 31, 2025 is summarized below.

Particulars		Standalone				Consolidated
		2024-25		2023-24		2024-25	2023-24
Revenue from Operations Other Income		1,881.25 101.59		606.42 43.59		2,504.22 117.87		1,309.67 154.73
Total		1,982.85		650.01		2,622.09		1,464.40
Profit/(Loss) before Financial Expenses, Depreciation & Amortization Financial Expenses Depreciation & Amortization		344.38 13.59 20.16		140.83 16.11 17.22		542.21 99.69 114.69		485.17 164.76 133.86
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 Deferred Tax Share of Profit/(Loss) from Associate Company		0.36 (0.52)		0.01 (0.94)		5.17 35.93 (14.82)		0.36 49.66 (0.37)
Profit/(Loss) for the year		246.15		108.44		218.11		(508.94)
Re-measurement of defined benefit plans Deferred Tax effect on above		(0.42) 0.11		0.03 (0.01)		(0.42) 0.11		0.03 (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 Company''s 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

Description of	Script	Series	No. of	Market
Securities			Securities	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 Company''s 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.

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 Company''s 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 Company''s 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 liquidator''s 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 Company''s
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 Company''s 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 in¬
principle 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 : In respect of options granted each

of shares arising ESOP option qualify for 1 equity

as a result of share to be applied.

exercise of option

(e) options lapsed : Nil

(f) the exercise price : Rs. 100/- (Rupees One Hundred

Only) each equity share

(g) variation of terms : No variation in terms.
of options

(h) money realized by : Options are under grant period
exercise of options amount is not yet realized

(i) total number of : 10,67,301 options were granted

options in force 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 Company''s 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 arm''s 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 Company''s 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 Company''s 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 re¬
appointment 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 Whole¬
Time 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 Whole¬
Time 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 Company''s 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 Company''s
website www.ravindraenergy.com. The brief outline of the
Company''s 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 company''s 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 Company''s 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 it''s 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 to be
altered accordingly.

The proposed increase of Authorised Share Capital requires
the approval of members at 45th Annual 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.

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 Lath (Whole-time Director & CEO), there
is no other employee, who was employed throughout the
financial year 2024-25 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 2024-25 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, 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 (ESOP options granted details are already
provided).

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 Company''s operations in future.

i. No fraud has been reported by the Auditors to the Audit
Committee of the Board.

j. No cases of child labour, forced labour, involuntary
labour, sexual harassment and discriminatory
employment were reported in the financial year
2024-25.

k. 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.

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 co¬
operation.

By Order of the Board of Directors
For Ravindra Energy Limited

Sd/-

Dr. Vidya Murkumbi

Date : August 29, 2025 Executive Chairperson

Place: Belagavi DIN: 00007588

---

Mar 31, 2024

The Directors are pleased to present the 44^th Annual Report of Ravindra Energy Limited together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2024.

STATE OF THE COMPANY''S 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 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, 2024 was Rs. 606.42 million and other income was Rs. 43.59 million, aggregating to Rs. 650.01 million, as against revenue from operations of Rs. 587.50 million and other

income was Rs. 51.10 million, aggregating to Rs. 638.59 million for the previous year ended March 31, 2023.

The Company''s Profit After Tax was Rs. 108.43 million for the year ended March 31, 2024 as compared to Rs. 42.21 million for the previous year ended March 31, 2023. Revenue from operations includes, installation and commissioning, sale of solar system for water pumping, sale of electricity, etc.

The consolidated revenue from operations for the year ended March 31, 2024 was Rs. 1,309.67 million and other income was Rs. 154.73 million, aggregating to Rs. 1,464.40 million, as against revenue from operations of Rs. 2,526.33 million and other income was Rs. 331.68 million, aggregating to Rs. 2,858.01 million for the previous year ended March 31, 2023.

The Company incurred a consolidated loss of Rs. 508. 95 million for the year ended March 31, 2024 as against consolidated profit Rs. 166.50 million for the previous year ended March 31, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s financial performance for the year ended March 31, 2024 is summarized below.

(Amount in Mn)

Particulars		Standalone				Consolidated
		2023-24		2022-23		2023-24	2022-23
Revenue from Operations Other Income		606.42 43.59		587.50 51.10		1,309.67 154.73		2,526.33 331.68
Total		650.01		638.59		1,464.40		2,858.01
Profit/(Loss) before Financial Expenses, Depreciation & Amortization Financial Expenses Depreciation & Amortization		140.83 16.11 17.22		66.98 11.97 14.56		485.17 164.76 133.86		466.37 134.70 113.43
Profit/(loss) before exceptional and extraordinary items		107.50		40.43		186.55		218.24
Exceptional & Extraordinary items		-		-		645.10		-
Profit/(loss) before tax		107.50		40.43		(458.55)		218.24
Provision for Current tax Deferred Tax		0.01 (0.93)		(0.59) (1.18)		0.36 49.67		(0.42) 51.19
Profit/(Loss) for the year		108.43		42.21		(508.58)		167.47
Share of Profit/(Loss) from Associate Company Re-measurement of defined benefit plans		0.03		(0.48)		(0.37) 0.03		(0.49) (0.48)
Total Comprehensive income for the year		108.46		41.73		(508.92)		166.50
Earnings Per Share (Basic & Diluted)		0.74		0.31		(3.48)		1.24

LISTING OF SHARES

Your Company''s shares were listed on the BSE Limited Stock Exchange only. Your directors are pleased to inform 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	15,42,30,150	1

TRANSFER TO RESERVES

In view of the inadequate profits/loss for the financial year ended March 31, 2024, no amount was transferred to General Reserves.

DIVIDEND

With a view to conserve the resources, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2024.

The dividend distribution policy of the Company is available on the Company''s 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.

ISSUE OF SECURITIES

Conversion of Warrants into Equity

During the year under review the Securities Allotment Committee of the Board of Directors of the Company at its meeting held on the 18^th day of September, 2023 considered and accepted the application received from the Warrant Holders exercising the option of converting 1,68,00,000 Warrants of the face value of Rs. 51.00 each into equity shares and approved the allotment of 1,68,00,000 equity shares of the face value of Rs. 10.00 each at a premium of Rs. 41.00 per share ranking pari passu with the existing equity shares of the Company, to the Warrant Holders. Accordingly, the paid-up capital of the Company stood increased to that extent.

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)

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Regulation, 2015 is presented separately and forms part of ¦¦¦ ¦

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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, 2024 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, 2024 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 Company''s 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 Company''s website at www.ravindraenergy.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company had 42 subsidiaries as on March 31, 2024 including 20 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 entities became subsidiaries during the year under review:

1) REL Kumbhari Solar Project 6 Private Limited

2) REL Kumbhari Solar Project 7 Private Limited

3) REL Kumbhari Solar Project 8 Private Limited

4) REL Kumbhari Solar Project 9 Private Limited

5) REL Kumbhari Solar Project 10 Private Limited

6) REL Wardha Solar Project 1 Private Limited

7) REL Wardha Solar Project 2 Private Limited

8) REL Wardha Solar Project 3 Private Limited

9) REL Vayu Urja 1 Private Limited

10) REL Vayu Urja 2 Private Limited

11) REL Vayu Urja 3 Private Limited

12) Renuka Biofuels Private Limited

13) REL KNRE Park Private Limited

14) Ravindra Energy REP1 LLP

15) Aralaalu Solar Power Project LLP

The following entities became subsidiaries by virtue of investment after the close of the financial year March 31, 2024.

1) REL Marathwada Solar Project One Private Limited

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 Project One Private Limited

6) REL MSKVY Project Two Private Limited

7) REL MSKVY Project Three Private Limited

8) REL MSKVY Project Four Private Limited

9) REL MSKVY Project Five Private Limited

10) REL MSKVY Project Six Private Limited

During the year under review, REL Marinetek Infra Private Limited ceased to be the Associate Company and Prerak Greentech Solar Private Limited ceased to be the subsidiary of the Company after the balance sheet date.

Renuka Energy Resource Holdings (FZE) is a Wholly-Owned Subsidiary of the Company, registered under the Laws of United Arab Emirates (UAE). The Company has been incurring losses during the past couple years and the net worth of the Company has turned negative. Since, there is no scope for revival of the Company and there are no opportunities for development/ growth of the existing business, the Board of Directors have resolved to voluntarily liquidate the said subsidiary.

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 Company''s 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 Company''s website at www.ravindraenergy.com, under the head investors.

DIVESTMENT OF STAKE IN SUBSIDIARIES

During the year under review, the Members of the Company in the Extraordinary General Meeting held on February 10, 2024 approved divestment of stake held in the following subsidiaries-

• Ravindra Energy MHSP LLP

• REL Kumbhari Solar Project 1 Private Limited

• REL Kumbhari Solar Project 2 Private Limited

• REL Kumbhari Solar Project 3 Private Limited

• REL Kumbhari Solar Project 4 Private Limited

• REL Kumbhari Solar Project 5 Private Limited

• REL Kumbhari Solar Project 6 Private Limited

• REL Kumbhari Solar Project 7 Private Limited

• REL Kumbhari Solar Project 8 Private Limited

• REL Kumbhari Solar Project 9 Private Limited

• REL Kumbhari Solar Project 10 Private Limited

• REL Wardha Solar Project 1 Private Limited

• REL Wardha Solar Project 2 Private Limited

• REL Wardha Solar Project 3 Private Limited

• REL Wardha Solar Project 4 Private Limited

• REL Wardha Solar Project 5 Private Limited

• Ravindra Energy KNSP1 Private Limited

• Prerak Greentech Solar Private Limited

Accordingly, the Company has completed the process of divestment of its entire stake held in Prerak Greentech Solar Private Limited to Avengers Rays Solar Private Limited, a developer of solar projects and an EPC contractor.

In respect of the remaining subsidiaries, the Company has entered into agreements for the sale of its entire shareholding / stake / capital contributions, held, to Hexa Climate Solutions Private Limited, a Company engaged into the business of acquisition and development of renewable energy generation projects. The due diligence and other formalities in relation thereto, etc. are in process. The necessary disclosures are made from time to time to the stock exchanges in this regard.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your directors'' state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2024 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, 2024 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 2024 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 Company''s 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 arm''s 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 was 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 36(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 Company''s website at www.ravindraenergy.com.

Pursuant to Regulation 23(4) of the SEBI (Listing Obligations

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and Disclosure Requirements) Regulations, 2015 approval for related party/material related party transactions entered/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 I.

RISK MANAGEMENT

The Board of Directors of the Company has 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 Company''s 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, 2024".

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 Mrs. Vidya Murkumbi and Mr. Shantanu Lath, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as Directors of the Company. The Board of Directors has recommended their re-appointment at the ensuing Annual General Meeting.

Whole-Time Directors

The Board consists of two Whole-Time Directors viz. Mrs. Vidya Murkumbi - Executive Chairperson and Mr. Shantanu Lath -Chief Executive Officer.

Mrs. Vidya Murkumbi is occupying the position of the WholeTime Director designated as Executive Chairperson, since September 1, 2021 and her appointment was for a term of three years and accordingly will end on August 31, 2024.

Accordingly, taking in to consideration her long and meritorious association with the Company, excellent performance and devotion of time, the proposal to re-appoint Mrs. Vidya Murkumbi as Whole-Time Director designated as the Executive Chairperson of the Company for a further term of three years with effect from September 1, 2024 and in accordance with the recommendation of the Nomination and Remuneration Committee and the Board, approval of the members is sought for the re-appointment of Mrs. Vidya Murkumbi as Whole-Time Director designated as the Executive Chairperson of the Company, at this Annual General Meeting.

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 five Independent Directors viz. Mr. Vishwanath Mathur, Mr. Ramesh Abhishek, Mr. Vinay Namjoshi, Mrs. Poonam Lahoty and Mr. Robert Taylor.

Dr. Shilpa Kodkany and Mr. Rachit Kumar Agarwal, 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 Exchange 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 the ensuing Annual General Meeting of the Company designated as Independent Directors. Accordingly, the Board has 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 ensuing Annual General Meeting.

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 and Mr. Sidram Kaluti.

Key Managerial Personnel

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. Vadiraj Mutalik -Company Secretary & Compliance Officer.

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, 2024 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 2023-24.

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, 2024. A copy of the Secretarial Compliance Report so obtained, is filed with the BSE Limited on May 28, 2024.

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, 2024 are annexed herewith as ANNEXURE II & II-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, 2024.

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 2024-25.

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 year 2024-25, at this Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors namely Mr. Vishwanath Mathur (Chairman - Independent Director), Mr. Robert Taylor, Mr. Vinay Namjoshi and Mrs. Vidya Murkumbi. The Board of Directors in its meeting held on July 26, 2024 reconstituted the Audit Committee by inducting Mr. Vinay Namjoshi as member of the Committee. 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. Vishwanath Mathur (Chairman), Mr. Robert Taylor and Mrs. Poonam Lahoty. Since, Dr. Shilpa Kodkany, Member of the Committee, 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. 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 Company''s website at www.ravindraenergy.com.

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

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 Company''s website www.ravindraenergy.com. The brief outline of the Company''s Corporate Social Responsibility Policy and the initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE IV 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

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 company''s 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 Company''s website at www.ravindraenergy.com.

INTERNAL COMPLAINTS COMMITTEES

The Company has constituted a committee by name Internal Complaints Committee, 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 at workplace. During the year under review the Company did not receive any such complaint.

MEETINGS OF THE BOARD

The Board of Directors met six times during the year under review on May 12, 2023, August 2, 2023, November 7, 2023, January 13, 2024, February 5, 2024 and March 1, 2024. 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 Corporate Governance Report.

Also, a Circular Resolution was passed on March 19, 2024 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.

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. 0.83 million

• Foreign exchange outgo: Rs. 2.36 million

EXTRACT OF 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 31, 2024.

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.

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 V.

Except Mr. Shantanu Lath (CEO), there is no other employee, who was employed throughout the financial year 2023-24, drawing 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 2023-24 drawing the remuneration at a rate which in aggregate was not less than Rupees Eight Lakhs and Fifty Thousand per month.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

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.

c. Details relating to Employees Stock Option Scheme and Employees Stock Purchase Scheme

d. Buyback of shares.

e. 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.

f. Purchase by Company of its own shares or giving of loans for such purchase.

g. The Whole-Time Directors of the Company did not receive any remuneration or commission from any of its subsidiaries.

h. There is no change in the nature of business of the Company or its subsidiaries.

i. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

j. No fraud has been reported by the Auditors to the Audit Committee of the Board.

k. No cases of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment were reported in the financial year 2023-24.

l. 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.

m. 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.

n. 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.

• a

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 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 co-operation.

By Order of the Board of Directors For Ravindra Energy Limited

Sd/-

Vidya Murkumbi

Executive Chairperson

^MumbaL ^August 5 2024 DIN: 00007588

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Mar 31, 2023

The Directors are pleased to present the 43^rd Annual Report of Ravindra Energy Limited together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2023.

STATE OF THE COMPANY''S 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 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, 2023 was Rs. 282.22 million and other income was

Rs. 356.38 million, aggregating to Rs. 638.60 million, as against revenue from operations of Rs. 728.89 million and other income was Rs. 162.11 million, aggregating to Rs. 891.00 million for the previous year ended March 31, 2022. The Company has earned a profit after tax of Rs. 42.38 million for the year ended March 31, 2023 as compared to a loss of Rs. 1,811.28 million incurred for the previous year ended March 31, 2022. Revenue from operations includes, installation and commissioning, sale of solar system for water pumping, sale of electricity, etc.

The consolidated revenue from operations for the year ended March 31, 2023 was Rs. 2526.33 million and other income was Rs. 331.68 million, aggregating to Rs. 2858.01 million, as against revenue from operations of Rs. 7,649.98 million and other income was Rs. 696.61 million, aggregating to Rs. 8,346.59 million for the previous year ended March 31, 2022.

The Company earned a consolidated profit of Rs. 167.47 million for the year ended March 31, 2023 as against consolidated profit Rs. 369.25 million for the previous year ended March 31, 2022.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s financial performance for the year ended March 31, 2023 is summarized below.

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	282.22	728.89	2,526.33	7,649.98
Other Income	356.38	162.11	331.68	696.61
Total	638.60	891.00	2,858.01	8,346.59
Profit/(Loss) before financial expenses, depreciation and amortization	67.14	(1,726.45)	466.37	631.34
Financial expenses	11.97	37.87	134.70	180.40
Depreciation & Amortization	14.56	5.79	113.43	92.37
Profit/(loss) before exceptional and extraordinary items	40.60	(1,770.11)	218.24	358.58
Exceptional & Extraordinary items	-	(40.51)	-	(40.51)
Profit/(loss) before tax	40.60	(1,810.61)	218.24	318.07
Provision for Current tax	(0.59)	0.59	(0.42)	1.31
Deferred Tax	(1.18)	0.07	51.19	(52.49)
Profit/(Loss) for the year	42.38	(1,811.28)	167.47	369.25
Share of Profit/(Loss) from Associate company	-	-	(0.49)	(2.21)
Re-measurement of defined benefit plans	(0.48)	(0.22)	(0.48)	(0.22)
Total Comprehensive income for the year	41.90	(1,811.50)	166.50	366.82

AMALGAMATION

The Company had filed applications seeking sanction of the scheme of amalgamation of Agri Venture Trading and Investment Private Limited (Wholly-Owned Subsidiary) into Ravindra Energy Limited, before the Hon''ble National Company Law Tribunal bench at Bengaluru and before the Mumbai Bench.

The said scheme of amalgamation has been sanctioned by the Hon''ble Tribunal at Bengaluru on January 5, 2022. A Certified True Copy of the said order has been filed with the Registrar of Companies, Karnataka at Bengaluru.

Further, the said scheme has also been sanctioned by the Hon''ble Tribunal Mumbai Bench on March 24, 2023. A Certified True Copy of the said order has been filed with the Registrar of Companies, Maharashtra at Mumbai.

Pursuant to the scheme of amalgamation as sanctioned by the Hon''ble NCLT''s, the Appointed Date is April 1, 2019 and the Effective Date is May 15, 2023.

TRANSFER TO RESERVES

In view of the inadequate profits for the financial year ended March 31, 2023, no amount was transferred to General Reserves.

DIVIDEND

With a view to conserve the resources, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2023.

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.

PROJECTS

The Company has undertaken various projects relating to Solar Photo Voltaic (PV) Power Pumping Systems, Roof Top Solar Projects and Ground-Mount Solar Power Projects, at various locations in the state of Karnataka, Maharashtra and Rajasthan.

The Company has commissioned 13.9 MWp grid connected solar (photovoltaic) power generation facilities at the Project Site situated at Kumbhari Village, District Sholapur, State Maharashtra, through its Subsidiary Companies. The projects are housed under SPVs, REL Kumbhari Solar Project 1 Private Limited; REL Kumbhari Solar Project 2 Private Limited; REL Kumbhari Solar Project 3 Private Limited and REL Kumbhari Solar Project 4 Private Limited. The Company plans to install another 14 MWp solar generation facilities at the same project location.

The Company has also obtained connectivity approval for a 80MW project in Wardha in Maharashtra and another 50 MW solar-wind hybrid project in North Karnataka. The projects are likely to get commissioned in September 2024.

The Company has set up an SPV, Prerak Greentech Solar Private Limited, with Aright Green Enterprises LLP and Tan Surya Urja LLP for developing a 400 MWac solar park in Rajasthan. The proposed solar park will be connected to Central Transmission Utility''s grid. The project is scheduled to commission in January 2025.

REL Power Trading LLP a Wholly-Owned Subsidiary of the Company had obtained a Category ''V'' licence for inter-state trading in electricity in Pan India from Central Electricity Regulatory Commission and has started trading operations from June 2023.

Details of all the projects of the Company have been provided in the Corporate Governance Report forming part of this Annual Report.

CONVERSION OF WARRANTS

The Board of Directors of the Company with an intention to augment funds, to meet the funding requirements of the Company, had issued 2 crore warrants of the face value of Rs. 51/- each, on preferential basis, during the financial year 2021-22.

During the year under review, some of the warrant holders exercised the option of conversion of 32 lakh Warrants into 32 lakh Equity Shares of the face value of Rs. 10/- each at a premium of Rs. 41/- per share. The said shares were allotted to the warrant holders and listing approval for the same was received from BSE Limited. As on the date of this report, 1.68 crore warrants are outstanding.

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, 2023 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, 2023 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 Company''s 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 Company''s website at www.ravindraenergy.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company had 28 subsidiaries as on March 31, 2023 including 18 Limited Liability Partnerships by virtue of exercise of more than one half of total voting power at its own. There was one Associate Company as on March 31, 2023. 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.

List of Subsidiary and Associate Companies as on March 31, 2023 is given in the Extract of Annual Return in Form MGT 9, which is available on the website of the Company at www.ravindraenergy.com.

List of Subsidiaries incorporated during the year under review:

1) REL Power Trading LLP

2) REL Kumbhari Solar Project 1 Private Limited;

3) REL Kumbhari Solar Project 2 Private Limited;

4) REL Kumbhari Solar Project 3 Private Limited;

5) REL Kumbhari Solar Project 4 Private Limited; and

6) REL Kumbhari Solar Project 5 Private Limited.

During the year under review, the Company has divested its entire stake in REL Rural Warehousing Limited.

After the balance sheet date, in accordance with the orders passed by the Hon''ble NCLTs, Agri Venture Trading and Investment Private Limited is amalgamated in to Ravindra Energy 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 Company''s website at www.ravindraenergy.com.

The Policy for Determining Material Subsidiaries may be accessed on the Company''s website at www.ravindraenergy.com.

DIVESTMENT OF STAKE IN MATERIAL SUBSIDIARY

The management, with an intension to exclusively focus on ⁴ developing its renewable energy business, decided to exit nonrenewable energy businesses.

In accordance with the approval of the shareholders by way of special resolution passed in the annual general meeting of the Company held on August 11, 2022 during the year under review, the Company has divested its entire stake held in REL Rural Warehousing Limited, a Wholly-Owned Subsidiary of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors'' state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2023 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, 2023 and of the profit and loss 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

We ensure that we follow the corporate governance guidelines and best practices diligently, not just to enhance long-term shareholder value, but also to respect rights of the minority stakeholders. We consider it as our inherent responsibility to disclose timely and accurate information regarding the operations and performance of the Company 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.

Our report on the Corporate Governance for fiscal 2023 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 Company''s 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 arm''s 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 32(7) of the Standalone Financial Statement and Note 34(4) of the Consolidated Financial Statements, forming part of the Annual Report.

The Policy determining material subsidiary is available on the Company''s 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 entered/to be entered with related parties during the financial year 2023-24, 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 I.

RISK MANAGEMENT

The Board of Directors of the Company has 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 Company''s 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, 2023".

A Certificate of Compliance from the Chief Executive Officer and Chief Financial Officer annexed to the Corporate Governance 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 and Mr. Sidram Kaluti, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as Directors of the Company. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment.

Whole-Time Directors

The Board consists of two Whole-Time Directors viz. Mrs. Vidya Murkumbi - Executive Chairperson and Mr. Shantanu Lath -Chief Executive Officer.

Mr. Shantanu Lath is occupying the position of the Whole-Time Director designated Chief Executive Officer, since August 11, 2020 and the appointment of Mr. Shantanu Lath was for a term of three years and accordingly will end on August 10, 2023.

Accordingly, taking in to consideration his long and meritorious association with the Company, excellent performance and devotion of time, the proposal to re-appoint Mr. Shantanu Lath as the Whole-Time Director designated as the Chief Executive Officer of the Company for a further term of three years with effect from August 11, 2023 was placed before the Board after the recommendation of the Nomination and Remuneration

Committee and is placed for the approval of the members in this Annual General Meeting.

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 five Independent Directors viz. Mr. Vishwanath Mathur, Mr. Robert Taylor, Dr. Shilpa Kodkany, Mr. Ramesh Abhishek and Mr. Rachit Kumar Agarwal.

Mr. Ramesh Abhishek was appointed as an Additional Director (Independent) on November 3, 2022 to hold office up to the ensuing Annual General Meeting of the Company. In view of the recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended appointment of Mr. Ramesh Abhishek as an Independent Director of the Company with effect from November 3, 2022. Approval of the shareholders is sought accordingly.

Mr. Robert Taylor was appointed as an Independent Director of the Company for the first term of 5 (five) consecutive years with effect from August 23, 2017. In view of the recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended re-appointment of Mr. Robert Taylor as an Independent Director for the second term of five consecutive years with effect from August 23, 2022. Approval of the shareholders is sought accordingly.

Brief resume of Mr. Ramesh Abhishek and Mr. Robert Taylor, nature of expertise in specific functional areas, are provided in the explanatory statement and Annexure A to the notice convening this annual general meeting.

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 will be 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 and Mr. Sidram Kaluti.

Since, Mr. Sidram Kaluti is liable to retire by rotation and has offered for reappointment at this annual general meeting to hold office as Non-Executive, Non-Independent Director of the Company and who has attained the age of 75 years, approval of the

shareholders for continuation of his directorship in the Company, is sought by way of special resolution.

Key Managerial Personnel

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. Vadiraj Mutalik -Company Secretary & Compliance Officer.

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

M/s. P. Ishwara Bhat & Co., Chartered Accountants, Bangalore, is appointed as Statutory Auditors of the Company, in the 42^nd annual general meeting, to hold office till the conclusion of 47^th annual general meeting of the Company to be held in the year 2027.

The Auditors'' Report to the shareholders for the year ended March 31, 2023 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 2022-23.

Pursuant to Regulation 24A of the SEBI LODR Regulations, the Company has obtained Secretarial Audit Report and Annual Secretarial Compliance Report from M/s. Sanjay Dholakia & Associates, Company Secretaries, Mumbai, for the year ended March 31, 2023. A copy of the Annual Secretarial Compliance Report so obtained, is filed with the BSE Limited.

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 Annual Secretarial Compliance Report for the financial year ended March 31, 2023 are annexed herewith as Annexure II & II-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, 2023.

The Cost Auditors Report for the year ended March 31, 2023 does not contain any qualification, reservation or adverse remark and therefore does not call for any explanation or comments.

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 2023-24.

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 2023-24.

AUDIT COMMITTEE

The Audit Committee comprises of three Directors namely Mr. Vishwanath Mathur (Chairman - Independent Director), Mr. Robert Taylor and Mrs. Vidya Murkumbi. 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. Vishwanath Mathur (Chairman), Mr. Robert Taylor and Dr. Shilpa Kodkany. 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 Company''s website at www.ravindraenergy.com.

The salient features of the policies are annexed to this report as Annexure III.

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 Company''s website www.ravindraenergy.com. The brief outline of the Company''s Corporate Social Responsibility Policy and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV 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

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 company''s 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 Company''s website at www.ravindraenergy.com.

INTERNAL COMPLAINTS COMMITTEES

The Company has constituted a committee by name Internal Complaints Committee, 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 five times during the year under review on May 21, 2022, June 17, 2022, August 9, 2022, November 3, 2022 and February 1, 2023. 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.

Also, a Circular resolution was passed on February 22, 2023 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 the financial statements attached to this Annual Report.

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 gneration & supply of electricity, installation of Solar Photo Voltaic (PV) Power Pumping Systems and Roof Mounted and Ground 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. NIL

• Foreign exchange outgo: Rs. 1.72 million.

EXTRACT OF 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 2023.

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.

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 V.

There is no employee, who was employed throughout the financial year 2022-23, drawing 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 2022-23 drawing the remuneration at a rate which in aggregate was not less than Rupees Eight Lakhs and Fifty Thousand per month.

ORDERS PASSED BY THE TRIBUNALS AND COURTS

The Company is a partner in 15 Limited Liability Partnerships (LLPs) which are engaged into the business of ground mount

solar power generation, having aggregate capacity of 34 MW.

The said LLPs had entered into Power Purchase Agreement (PPA) with Electricity Supply Companies (ESCOMS), at a tariff of Rs. 8.40/- per unit of power supply. However, due to delay in commissioning of the projects, the Karnataka Electricity Regulatory Commission (KERC) reduced the tariff rates to Rs. 4.36 per unit of power supply, without considering the extension of time granted by ESCOMs under the PPA.

The aggrieved LLPs had filed appeal before the Hon''ble Appellate Tribunal for Electricity, at Delhi to set aside the orders passed by the KERC reducing the tariff rates.

Taking into consideration the merits of the case, the Hon''ble Appellate Tribunal for Electricity, allowed the appeal and set aside the orders passed by the KERC in case of 14 LLPs during the financial year 2021-22 and 1 LLP during the financial year 2022-23.

In view of the said judgments, the tariff rates in respect of the said LLPs has been restored to Rs 8.40 per unit effective from the date of commissioning and the revenue realization of the LLPs stands increased to that extent.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

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.

c. Details relating to Employees Stock Option Scheme.

d. Buyback of shares.

e. 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.

f. Purchase by Company of its own shares or giving of loans for such purchase.

g. The Whole-Time Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

h. There is no change in the nature of business of the Company or its subsidiaries.

i. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

j. No fraud has been reported by the Auditors to the Audit Committee of the Board.

k. No cases of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment were reported in the financial year 2022-23.

l. 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.

m. 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.

n. 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.

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 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 co-operation.

By Order of the Board of Directors For Ravindra Energy Limited

Sd/-

Vidya Murkumbi

Executive Chairperson

l^imiD^ ^{August 2} 2023 DIN: 00007588

---

Mar 31, 2018

Directors'' Report

The Shareholders of,

Ravindra Energy Limited

The Board of Directors is pleased to present the 38th Annual Report of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2018.

Results of Operations and the State of the Company''s Affairs

The standalone revenue from operations for the year ended March 31, 2018 was Rs. 469.19 million and other income was Rs. 50.80 million, aggregating to Rs. 519.99 million, as against revenue from operations of Rs. 539.87 million and other income of Rs. 61.38 million, aggregating to Rs. 601.25 million for the previous year ended March 31, 2017. The Company earned profit after tax of Rs. 38.90 million for the year ended March 31, 2018 as compared to Rs. 63.25 million earned for the previous year ended March 31, 2017. Revenue from operations includes trading of coal, installation and commissioning, sale of solar system for water pumping, sale of electricity, etc.

The consolidated revenue from operations for the year ended March 31, 2018 was Rs. 4,174.50 million and other income was Rs. 73.72 million, aggregating to Rs.4,248.22 million, as against revenue from operations of Rs. 6,206.55 million and other income of Rs. 230.86 million, aggregating to Rs. 6,437.41 million for the previous year ended March 31, 2017. The Company incurred a consolidated loss of Rs. 1,397.70 million for the year ended March 31, 2018 as against consolidated loss Rs. 18.10 million incurred for the previous year ended March 31, 2017.

Financial Results

The Company''s financial performance for the year ended March 31, 2018 is summarized below. (Rupees in million

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	469.19	539.87	4,174.50	6,206.55
Other Income	50.80	61.38	73.72	230.86
Total	519.99	601.25	4,248.22	6,437.41
Profit/(Loss) before financial expenses, depreciation and amortization	84.28	107.55	(226.58)	244.08
Financial expenses	24.49	11.12	270.02	225.81
Depreciation & Amortization	3.73	2.57	44.53	5.72
Profit/(loss) before exceptional and extraordinary items	56.06	93.86	(541.13)	12.55
Exceptional & Extraordinary items	-	-	625.00	-
Profit/(loss) before tax	56.06	93.86	(1,166.13)	12.55
Provision for Current tax	18.32	18.91	18.62	18.91
Deferred Tax	(1.16)	11.70	212.95	11.71
Short and excess provision for earlier year	-	-	-	-
Profit/(Loss) after taxation	38.90	63.25	(1,397.70)	(18.10)
Profit/(Loss) attributable to minority shareholders	-	-	1.00	-
Profit/(loss) brought forward	171.46	108.10	120.81	138.77
Re-measurement of defined benefit plans	0.12	0.11	0.12	0.11
Loss Absorbed from Mergers/ Retained Earning of Closed Subsidiaries withdrawn	(122.00)	-	82.68	-
Profit available for appropriation	88.48	171.46	(1,193.09)	120.81
Appropriation	-	-	-	-
Profit/(Loss) retained in Profit & Loss Account	88.48	171.46	(1,193.09)	120.81

TRANSFER TO RESERVES

In view of inadequate profits earned for the financial year ended March 31, 2018 no amount was transferred to General Reserves.

DIVIDEND

With a view to conserve the resources, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2018.

AMALGAMATION

During the year under review, the Scheme of Amalgamation of Vantamuri Trading and Investments Limited and Nandur Sugars Limited was approved by the Members, Secured and Unsecured Creditors at their respective meetings held on October 12, 2017. Accordingly, the Ministry of Corporate Affairs, Office of the Regional Director, South East Region, Hyderabad, passed an Order on November 22, 2017 pursuant to Section 233 of the Companies Act, 2013 and Rule 25(5) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 confirming the Scheme of Amalgamation of Vantamuri Trading and Investments Limited and Nandur Sugars Limited into Ravindra Energy Limited.

Further, on registration of the Scheme by the Regional Director, Vantamuri Trading and Investments Limited and Nandur Sugars Limited (the Transferor Companies) Wholly-Owned Subsidiaries of the Company, are dissolved without the process of winding up.

RECLASSIFICATION/MODIFICATION OF PROMOTER AND PROMOTER GROUP

The Company has received applications pursuant to Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Mr. Shailesh Rojekar and Murkumbi Investments Private Limited, for reclassification/modification of their status in the shareholding pattern of the Company.

Mr. Shailesh Rojekar holding 250,000 equity shares of Rs. 10 each i.e. 0.20% of the total capital, whose name is included in the Promoter and Promoter Group has made application to the Company stating that he is not an immediate relative of the individual promoters, as defined in Regulation 2(1)(zb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and thus does not fall in the category of "Promoter and Promoter Group". He has therefore made an application to the Company to reclassify/modify his status in the shareholding pattern by deleting his name from the category "Promoter and Promoter Group" and include the same in the ''Public'' Category.

Further, Murkumbi Investments Private Limited, one of the promoters of the Company holding 3,20,83,110 equity shares of Rs. 10 each in the Company i.e. 26.27% of the total share capital, transferred its entire holding to one of the existing promoters of the Company, by way of inter-se transfer after complying with all the applicable provisions of the SEBI Regulations. Since, the holding of Murkumbi Investments Private Limited in the Company, post transfer, reduced to zero, has made an application to delete its name and to reclassify/modify the shareholding pattern disclosed to the stock exchange pursuant Regulation 31A(1) of the SEBI (LODR) Regulations, 2015.

The Board of the Directors of Company approved the application of Mr. Shailesh Rojekar and Murkumbi Investments Private Limited, subject to the approval of the shareholders of the Company in general meeting.

No change in the control of the Company would occur, if the reclassification/modification as prayed for by Mr. Shailesh Rojekar and Murkumbi Investments Private Limited, is approved.

PROJECTS Solar Photo Voltaic (PV) Power Pumping Systems

a) Direct Orders under General & NABARD Scheme

The Company had target to install 750 Solar Photo Voltaic (PV) Power Pumping Systems during the financial year 2016

17. However, the Company has so far installed and commissioned 275 Solar Photo Voltaic (PV) Power Pumping Systems at existing irrigation wells at various locations in the state of Karnataka. Since, the Ministry of New and Renewable Energy (MNRE) and National Bank for Agriculture & Rural Development (NABARD), have withdrawn the subsidies available on Solar Photo Voltaic (PV) Power Pumping Systems, the Company could install 350 systems during the year under review.

b) Under KREDL Scheme

Under Karnataka Renewable Energy Development Limited (KREDL), Government of Karnataka Scheme, the Company is awarded the work of supply, installation, testing, commissioning and five year comprehensive maintenance of 1530 numbers of AC Solar Water Pumping Systems of 5 HP capacities. KREDL has allotted total 1263 numbers of pumps out of which the Company has commenced the work of installation and so far 674 numbers have been commissioned and 589 number of pumps are at various stages of commissioning. The Company has set target to install and commission all 1530 numbers by the end of September 30, 2018.

c) Under MEDA Scheme

Under Maharashtra Energy Development Agency (MEDA), Government of Maharashtra Scheme, the Company has successfully commissioned 101 solar AC & DC pumps across various districts in the State of Maharashtra.

Roof Mounted Solar Projects

The Company through its Wholly-Owned Subsidiary i.e. Rhibhu Rooftop Solar Solutions Limited a Special Purpose Vehicle, has signed Power Purchase Agreements/ EPC Agreements with various parties for setting up Solar Rooftop Photo Voltaic Systems.In addition to the existing projects of 646 kw, the new projects under the SECI Scheme were successfully commissioned in the State of Karnataka and Maharashtra are detailed as under -

1) Karnataka: EPC - 500 Kw 2) Maharashtra: EPC - 750 Kw

OPEX-1919Kw OPEX-1850Kw

Ground Mount Solar Power Projects

The Company by partnering in Limited Liability Partnerships, has set up 34 MW Ground Mount Solar Power Projects. The assignment of another project having capacity of 3 MW is before the Bangalore Electricity Supply Company Limited for consideration. The Company has installed, commissioned and synchronized to the grid 15 Ground Mount Solar Power Projects of the aggregate capacity of 34 MW, at various locations in Karnataka.

Engineering Procurement & Construction (EPC) and Operations & Maintenance (O & M) Contracts

The Company had entered in to EPC and O & M Contracts with 15 Limited Liability Partnership Firms for setting up of 1 to 3 MW Ground Mount Solar Power Projects and for providing operation and maintenance services to the said projects. The Company has started generating revenue from the said contracts.

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.

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, 2018 and which are annexed to this Annual Report.

Pursuant to the proviso to Section 129(3) of the Companies Act, 2013 the Company has also attached along with its financial statements, a separate statement containing the salient features of the financial statement of its subsidiaries in the prescribed Form AOC I.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 21 subsidiary companies as on March 31, 2018 including 15 Limited Liability Partnerships by virtue of exercise of more than one half of total voting power at its own. There was no Associate or 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.

However, during the year under review PT Nagarta Coal Fields (Indonesia), Renuka Global Minerals (Mauritius) and PT. Bandargah Mandiangin Internasional (Indonesia), ceased to be subsidiaries of the Company. Further, on registration of the Scheme of Amalgamation of Vantamuri Trading and Investments Limited and

Nandur Sugars Limited (the Transferor Companies) into Ravindra Energy Limited by the Regional Director, the Transferor Companies, are dissolved without the process of winding up.

List of subsidiaries of the Company as on March 31, 2018 is given in the Extract of Annual Return in Form MGT 9, forming part of this report.

PT Renuka Jambi (Indonesia) Wholly-Owned Subsidiary of Renuka Energy Resource Holdings (FZE), is under the process of winding-up.

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 Company''s website at www.ravindraenergy.com.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at www.ravindraenergy.com.

DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2018 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, 2018 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

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India.

The report on Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this 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

All contracts and arrangements with related parties that were entered in to during the financial year were on an arm''s length basis and were in the ordinary course of business.

All related party transactions were placed before the Audit Committee for approval as per the Company''s policy on related party transactions. The Policy is available on the Company''s website at www.ravindraenergy.com. 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.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

Since the Company has not entered in to any contracts or arrangements or transactions not at arm''s length basis with related parties so also material contracts, arrangement or transactions with related parties, the disclosure of particulars pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are therefore not made.

RISK MANAGEMENT

Your Company has Risk Management Policy pursuant to the requirements of Listing Regulations. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. Identification of elements of risk and their mitigation are discussed in the meeting of the Risk Management Committee.

INTERNAL FINANCIAL CONTROLS

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 Company''s 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 controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2018". Further, 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

In accordance with the provisions of the Companies Act, 2013 Mrs. Vidya Murkumbi Director (Chairperson) of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment as Director of the Company.

The Board of Directors in its meeting held on August 25, 2018 appointed Mrs. Vidya Murkumbi as Whole-Time Director designated as Executive Chairperson of the Company for a term of three years with effect from September 1, 2018. Mrs. Vidya Murkumbi has attained the age of seventy years and hence, pursuant to proviso to Clause (c) of Part I of Schedule V of the Companies Act, 2013 your Board of Directors recommend her appointment by passing a special resolution at the ensuing annual general meeting.

The Board of Directors at its meeting held on August 3, 2018 appointed Mr. Narendra Murkumbi as an Additional Director & Vice Chairman on the Board of Directors of the Company to hold office up to the date of the next annual general meeting. The Company has received notice in writing under section 160 of the Companies Act, 2013 proposing his candidature for the office of Director.

Mr. Narendra Murkumbi trained as an Electronics Engineer and then did his MBA from the Indian Institute of Management, Ahmedabad in 1994. He co-founded Shree Renuka Sugars Limited and in the last 18 years built the Company into one of the largest manufacturers and refiners of sugar in the world with operations in India and Brazil. He was on the Board of ICICI Bank Limited, ICICI Investment Management Company Limited and ICICI Securities Limited.

Considering his high qualification, rich knowledge and varied experience, the Board recommends his appointment as Director which would be of immense benefit to the Company. Mr. Narendra Murkumbi shall hold the office as a Non-Executive Director liable to retire by rotation.

Mr. Ramnath Sadekar - Company Secretary & Compliance Officer of the Company vacated his office on account of attaining the age of superannuation with effect from the close of business hours on June 30, 2018. Further, Mr. Vadiraj Mutalik an Associate Member of the Institute of Company Secretaries of India having ACS No. 50738, was appointed as the Company Secretary & Compliance Officer of the Company with effect from July 1, 2018, 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.

Mr. Satish Mehta, Mr. Vishwanath Mathur and Mr. Robert Taylor are Independent Directors on the Board. They have given declaration that each of them 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 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Director during the year.

BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, Nomination and Remuneration Committee of the Board carried out an annual evaluation of every director''s performance. 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 performance of the Chairperson.

AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITORS AND THEIR REPORT

M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants, Bangalore were appointed as Statutory Auditors of the Company for a term of three consecutive years at the Annual General Meeting of the Company, held on 29th September 2015, to hold office from the conclusion of the said meeting until the conclusion of the 38th annual general meeting to be held in the year 2018.

Accordingly, the tenure of office of M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants, Bangalore will be concluding at the forthcoming annual general meeting of the Company. The Board of Directors at its meeting held on August 3, 2018 on the recommendation of the Audit Committee, resolved to recommend to the members of the Company, the appointment of M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants, Bangalore as Auditors for the second term of 5 consecutive years commencing from the conclusion of the 38th annual general meeting till the conclusion of the 43rd annual general meeting of the Company, at a remuneration as may be mutually agreed by and between the Auditors and the Board of Directors.

The Auditors'' Report to the shareholders for the year ended March 31, 2018 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 for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as Annexure I and forms part of this report.

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

COST RECORDS

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 the Company has made and maintained cost accounts and records for the financial year ended March 31, 2018.

DISCLOSURES AUDIT COMMITTEE

The Audit Committee comprises of two Independent Directors namely Mr. Satish Mehta (Chairman), Mr. Vishwanath Mathur and Mrs. Vidya Murkumbi as other member. 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.

VIGIL MECHANISM

The Company has formulated policy on Vigil Mechanism/Whistle Blower for directors and employees to report concerns or grievances about unethical behavior, actual or suspected fraud or violation of Company''s 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 Company''s website at www.ravindraenergy.com.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of two Independent Directors namely Mr. Satish Mehta (Chairman), Mr. Vishwanath Mathur and Mrs. Vidya Murkumbi as other member. 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 Company''s website at www.ravindraenergy.com.

The salient features of the policies are annexed to this report as Annexure II.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The brief outline of the Company''s Corporate Social Responsibility Policy and the initiatives undertaken by the Company on CSR activi ties during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The other details relating to the CSR Committee are provided in the Corporate Governance Report forming part of this report.

INTERNAL COMPLAINTS COMMITTEES

The Board of directors in its meeting held on August 25, 2018 constituted a committee by name Internal Complaints Committee, under 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.

MEETINGS OF THE BOARD

The Board of Directors met five times during the year under review on May 26, 2017, August 12, 2017, August 23, 2017, December 11, 2017 and February 14, 2018. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and Listing Regulations. Details of the meetings of the Board of Directors held are given under the report on the Corporate Governance.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Loans, investments, guarantees and securities covered under Section 186 of the Companies Act, 2013 form part of the notes to the Standalone Financial Statements provided in this Annual Report.

MATERIAL CHANGE AND COMMITMENT

The Company had provided Corporate Guarantee in favour of ICICI Bank Limited, to secure the loan of USD 16 Million, availed by Renuka Energy Resource Holdings (FZE), an overseas Wholly-Owned Subsidiary of the Company. Since, Renuka Energy Resource Holdings (FZE), was unable to pay the loan amount, ICICI Bank Limited invoked the Corporate Guarantee provided by the Company, which as been duly discharged by the Company.

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

- Conservation of Energy

Particulars with respect to conservation of

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 and 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.

- Technology Absorption

The Company was not engaged in any activity relating to production and manufacture. 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.

- Foreign Exchange Earnings and Outgo

* Foreign exchange earnings: NIL.

* Foreign exchange outgo: Rs. 151.54 Million.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 extract of Annual Return in the prescribed Form MGT 9 is provided as Annexure IV which forms part of this report and is placed under the head investors on the website of the Company at www.ravindraenergy.com.

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 V.

There is no employee, who was employed throughout the financial year 2017-18, drawing 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 2017-18 drawing the remuneration at a rate which in aggregate was not less than Rupees Eight Lakhs and Fifty Thousand per month.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards on Meetings of the Board and General Meeting.

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.

c. Details of acceptance of money from Directors.

d. Details relating to Employees Stock Option Scheme.

e. Buyback of shares.

f. 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.

g. Purchase by Company of its own shares or giving of loans for such purchase.

h. The Whole-Time Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

i. There is no change in the nature of business of the Company or its subsidiaries.

j. The details relating to deposits, covered under Chapter V of the Act.

k. The details of deposits which are not in compliance with the requirements of Chapter V of the Act.

l. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

m. No fraud has been reported by the Auditors to the Audit Committee of the Board.

n. No cases of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment were reported in the financial year 2017-18.

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 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 co-operation.

On behalf of the Board of Directors

For Ravindra Energy Limited

Place: Mumbai

Date: August 25, 2018 Sd/-

Vidya Murkumbi

Registered Office: Executive Chairperson

BC 109, Davidson Road, Camp, ^{DIN: 00007588}

Belagavi - 590001, Karnataka, India. Address: BC 105, Havelock Road,

CIN: L40104KA1980PLC075720 Camp, Belagavi – 590001

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Mar 31, 2015

Dear Members,

The Directors hereby present the 35th Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31,2015.

RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS

The standalone revenue from operations for the year ended March 31,2015 was Rs. 772.64 Million and other income was Rs. 45.34 Million, aggregating to Rs. 817.98 Million, as against revenue from operations of Rs. 1,007.02 Million and other income of Rs. 36.78 Million, aggregating to Rs. 1,043.80 Million for the previous year ended March 31, 2014. The Company earned profit after tax of Rs. 3.52 Million for the year ended March 31,2015 compared to Rs. 2.69 Million earned for the previous year ended March 31, 2014. Revenue from operations includes Rs. 16.29 Million from solar system for water pumping. There was reduction in revenue as compared to the previous year, because of logistic problems, causing delay in shipment.

The consolidated revenue from operations for the year ended March 31, 2015 was Rs. 5,551.61 Million and other income was Rs. 143.03 Million, aggregating to Rs. 5,694.64 Million, as against revenue from operations of Rs. 5,547.41 Million and other income of Rs. 119.90 Million, aggregating to Rs. 5,667.31 Million for the previous year ended March 31,2014. The Company earned consolidated profit aftertax of Rs. 77.84 Million for the year ended March 31, 2015 against Rs. 56.66 Million earned for the previous year ended March 31,2014.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31,2015 is summarised below:

(Rupees in Million)

Standalone

Particulars

2014-15 2013-14

Revenue from Operations 772.64 1,007.02

Other Income 45.34 36.78

Total 817.98 1,043.80

Profit/(Loss) before financial expenses, depreciation and amortization 7.17 4.54

Financial expenses 0.59 0.05

Depreciation & Amortization 1.39 0.80

Profit/(loss) before exceptional and 5.19 3.69 extraordinary items

Exceptional items - -

Extraordinary items - -

Profit/(loss) before tax 5.19 3.69

Provision for Current tax 2.26 1.86

Deferred Tax (0.59) (0.86)

Short and excess provision for earlier year

Profit/(Loss) after taxation 3.52 2.69

Profit/(Loss) attributable to minority - - shareholders

Profit/(loss) brought forward 88.01 85.32

Depreciation difference (0.11) -

Profit available for appropriation 91.43 88.01

Appropriation - -

Profit/(Loss) retained in Profit & 91.43 88.01 Loss Account

Particulars Consolidated

2014-15 2013-14

Revenue from Operations 5,551.61 5,547.41

Other Income 143.03 119.90

Total 5,694.64 5,667.31

Profit/(Loss) before financial expenses, depreciation and amortization 291.56 317.03

Financial expenses 183.64 241.68

Depreciation & Amortization 28.05 16.20

Profit/(loss) before exceptional and 79.87 59.15 extraordinary items

Exceptional items - -

Extraordinary items - -

Profit/(loss) before tax 79.87 59.15

Provision for Current tax 2.66 3.42

Deferred Tax (0.63) (0.93)

Short and excess provision for earlier - - year

Profit/(Loss) after taxation 77.84 56.66

Profit/(Loss) attributable to minority - (1.59) shareholders

Profit/(loss) brought forward 217.33 159.08

Depreciation difference (60.27) -

Profit available for appropriation 77.84 58.25

Appropriation - -

Profit/(Loss) retained in Profit & 234.89 217.33 Loss Account

PROJECT DEVELOPMENT

The Company has entered in to the business of installing solar photo voltaic (PV) power packs at existing irrigation pumps at various locations in the state of Karnataka. The Company has so far installed 67 solar PV packs.

The Company will be developing projects under Small Farmer Solar Policy of Government of Karnataka. Government of Karnataka invited applications for up to 3MW ground mounted grid connected systems. The Company will be partnering with the farmers in Karnataka Small Farmers Policy. Projects will be located on farmers land. Farmers will sign Power Purchase Agreement (PPA) with ESCOM. The project will be developed in association with the farmer, for which special purpose vehicle (SPV) will be formed. Farmer will assign PPA to SPV. The Company is already in association with the farmers who are allocated 43MW under this policy.

The Company will be developing rooftops under Karnataka Net Metering Policy. Project will be developed and owned by the Company. Power will be supplied to the rooftop owner at a discounted price and excess generation will be commercially exported.

TRANSFER TO RESERVES

In view of inadequate profits earned for the financial year ended March 31, 2015, no amount was transferred to the reserves.

DIVIDEND

With a view to conserve the resources, the Board of Directors did not recommend any dividend for the financial year ended March 31,2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of sub-section (3) of section 129 of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company is pleased to present the consolidated financial statement of the Company and of all the subsidiaries which are annexed and forms an integral part of the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, companies listed in Annexure I to this Report have become or ceased to be Company's subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 in Form AOC I is provided in the consolidated financial statement and hence not provided here. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at www.ravindraenergy.com.

AMALGAMATION

The Board of Directors has approved the Scheme of Amalgamation of Vantamuri Trading and Investments Limited and Nandur Sugars Limited with the Company.

Vantamuri Trading and Investments Limited is a 100% subsidary of the Company and Nandur Sugars Limited is a 100% subsidary of Vantamuri Trading and Investments Limited.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2015 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 judgements 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 31,2015 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

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this 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.

RISK MANAGEMENT

During the year the Board of Directors have constituted a Risk Management Committee consisting of Mr. Satish Mehta, Mr. Vishwanath Mathur and Mr. Sidram Kaluti, to monitor and review risk management plan and to carry out such other functions as may be delegated to the committee by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls with reference to financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 Mr. Sidram Kaluti Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mrs. Vidya Murkumbi is appointed as Non-Executive Non-Independent Director liable to retire by rotation in the Annual General Meeting held on December 31,2014. Mr. Vishwanath Mathur, Mr. P Lima Shankar and Mr. Satish Mehta were appointed as Independent Directors and Mr. Sidram Kaluti was appointed as Whole-Time Director designated as President for a period of three years in the said Annual General Meeting. Mr. Sidram Kaluti Whole-Time Director of the Company was designated as Chief Executive Officer of the Company with effect from July 1,2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

Mr. J Suresh Kumar Chief Executive Officer and Chief Financial Officer of the Company resigned from the organisation with effect from June 30,2015. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as the Key Managerial Personnel of the Company.

Board evaluation & Directors remuneration

The Board of Directors has carried out an annual evaluation of its own performance, committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by Clause 49 of the Listing Agreement.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairperson was evaluated.

The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

Policy tor Selection of Directors and determining Directors' independence is annexed to this report as Annexure II.

Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed to this report as Annexure lll.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors and their Report

M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants, Bangalore, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The firm of Auditors has been holding office as Statutory Auditors of the Company for two years including the financial year 2013-14, in which 1st AGM was held after the commencement of the provisions of Section 139(2) of the Companies Act, 2013.

As per Rule 6 of the Companies (Audit and Auditors) Rules, 2014 the maximum number of consecutive years for which the firm may be appointed is 9 years, including the financial year 2013-14. M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants can be appointed for a remaining period of 8 years.

The Board of Directors recommends their re-appointment from the conclusion of the forthcoming Annual General Meeting for a 1st term of three consecutive years until the conclusion of 38th Annual General Meeting, subject to ratification by members at every Annual General Meeting. The Auditors have given written consent to such re-appointment and certificate to the effect that the firm is eligible for re-appointment and that the proposed re-appointment is within the limits specified under the provisions of the Companies Act, 2013.

The Auditors' Report to the shareholders for the year ended March 31,2015 does not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/comments.

Secretarial Auditor

In accordance with the provisions of Section 204 of the Companies Act, 2013 the Board appointed M/s. Sanjay Dholakia & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure IV & forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/comments.

DISCLOSURES

Audit Committee

The Board of Directors reconstituted Audit Committee in its meeting held on August 14, 2014. The Audit Committee comprises of two Independent Directors viz. Mr. Satish Mehta (Chairman) and Mr. Vishwanath Mathur and one other member Mrs. Vidya Murkumbi. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has formulated policy on Vigil Mechanism/ Whistle Blower for directors and employees to report concerns or grievances about unethical behavior, actual or suspected fraud or violation of Company's 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 it's Powers) Rules, 2014 and Clause 49 of the listing agreement with the stock exchange. The policy may be accessed on the Company's website www.ravindraenergy.com.

Meetings of the Board

Six meetings of the Board of Directors were held during the year on April 29,2014, May 30,2014, June 27,2014, August 14,2014, November 14,2014 and February 13,2015.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not made investment, given guarantee or provided security during the year under review.

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 the Company was engaged only in the business of trading.

Technology Absorption

The Company was not engaged in any activity relating to production and manufacture. 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.

Foreign Exchange Earnings and Outgo

* Foreign exchange earnings: Rs. 756.35 Million

* Foreign exchange outgo: Nil

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 extract of Annual Return in Form MGT 9 is annexed as Annexure V and forms part of this report.

Particulars of Employees and related disclosures

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder:

Name of Employee: Mr. J. Suresh Kumar

Designation: Chief Executive and Financial Officer

Remuneration received : Rs. 20.53 million

Nature of Employment: Contractual

Qualification & experience: B.Com., FCA experience 23 years

Date of commencement of employment: April 1,2012

Age: 46 Years

Last employment held : Shree Renuka Energy Limited Percentage of equity shares held : Nil Relationship: Not related to any Director or Manager.

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 annexed to this report as Annexure VI.

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:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Whole-Time Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

6. Buyback of shares.

7. Purchase by Company of its own shares or giving of loans for such purchase.

8. No material change affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

9. There was no change in the nature of business.

10. Any of the criteria requiring the Company to constitute Corporate Social Responsibility Committee under Section 135 of the Companies Act, 2013 is not attracted.

11. There was no contract or arrangement with the related parties referred to in Section 188(1) of the Companies Act, 2013.

ACKNOWLEDGEMENT

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 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 co-operation.

On behalf of the Board of Directors For Ravindra Energy Limited

Sd /- Vidya Murkumbi Director (Chairperson) DIN:00007588 Address: BC105, Havelock Road, Camp, Belgaum 590001

Mumbai, August 14,2015

Registered Office:

BC 105, Havelock Road, Camp Belgaum 590001, Karnataka Website: www.ravindraenergy.com CIN: L40104KA1980PLC075720

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Mar 31, 2014

Dear Members,

The Directors hereby present the 34thAnnual Report of the Company together with the Audited Financial Statements for the period ended March 31, 2014.

FINANCIAL RESULTS

The Scheme of Amalgamation of Shree Renuka Energy Limited ("the Transferor Company") in to Ravindra Energy Limited (''the Transferee Company") became effective on 18th March 2014. The results of the Company therefore include the results of the Transferor Company Shree Renuka Energy Limited with effect from 1st April 2012 (''the appointed date").

The revenue from operations for the year ended March 2014 was Rs. 1,007.02 Millions and other income was Rs. 36.78 Millions, aggregating to Rs. 1,043.80 Millions, as against revenue from operations of Rs. 1,009.88 Millions and other income of Rs. 16.41 Millions, aggregating to Rs. 1,026.29 Millions for the previous year ended March 2013. The company earned profit after tax of Rs. 2.69 Millions for the year ended March 2014 against Rs. 2.72 Millions earned for the previous year ended March 2013.

The consolidated revenue from operations for the year ended March 2014 was Rs. 5,547.41 Millions and other income was Rs. 119.90 Millions, aggregating to Rs. 5,667.31 Millions, as against revenue from operations of Rs. 8,092.32 Millions and other income of Rs. 1,75.44 Millions, aggregating to Rs. 8,267.76 Millions for the previous year ended March 2013. The company earned consolidated profit after tax, before minority interest, of Rs. 56.66 Millions for the year ended March 2014 against Rs. 33.19 Millions earned for the previous year ended March 2013.

The details of Standalone and Consolidated Financial Results are as under:

Standalone (Rs. in Millions)

Particulars 2013-2014 2012-2013

Revenue from Operations 1,007.02 1,009.88

Other Income 36.78 16.41

Total 1,043.80 1,026.29

Profit/(Loss) before financial expenses, depreciation and amortization 4.54 4.57

Financial expenses 0.05 0.80

Depreciation & Amortization 0.80 0.73

Profit/(loss) before exceptional and extraordinary items 3.69 3.04

Exceptional items - -

Extraordinary items - -

Profit/(loss) before tax 3.69 3.04

Provision for Current tax 1.86 0.08

Deferred Tax (0.86) 0.22

Short and excess provision for earlier year - 0.02

Profit/(Loss) after taxation 2.69 2.72

Profit/(loss) brought forward 85.32 82.60

Profit available for appropriation 88.01 85.32

Appropriation - -

Profit/(loss) retained in Profit & Loss Account 88.01 85.32





Consolidated (Rs. in Millions)

Particulars 2013-2014 2012-2013

Revenue from Operations 5,547.41 8,092.32

Other Income 119.90 175.44

Total 5,667.31 8,267.76

Profit/(Loss) before financial expenses, depreciation and amortization 317.03 253.47

Financial expenses 241.68 297.21

Depreciation & Amortization 16.20 9.54

Profit/(loss) before exceptional and extraordinary items 59.15 (53.28)

Exceptional items - 87.89

Extraordinary items - -

Profit/(loss) before tax 59.15 34.61

Provision for Current tax 3.43 1.18

Deferred Tax (0.93) 0.22

Short and excess provision for earlier year - 0.02

Profit/(Loss) after taxation 56.66 33.19

Profit/(Loss) attributable to minority shareholders (1.59) (2.69)

Profit/(loss) brought forward 159.08 123.20

Profit/(loss) retained in Profit & Loss Account 217.33 159.08

AMALGAMATION

The Scheme of Amalgamation of Shree Renuka Energy Limited (the Transferor Company) in to Ravindra Energy Limited (the Transferee Company) (hereinafter referred to as the Scheme of Amalgamation) has been approved by the Hon''ble High Court of Judicature at Bombay by it''s order dated 21st June 2013 and Hon''ble High Court of Karnataka by it''s order dated 13th December 2013.

The Transferee Company filed certified copy of the Order of the Hon''ble High Court of Judicature at Bombay, with the Registrar of Companies, Maharashtra, on 12th August 2013 and transferor Company filed certified copy of the order of the Hon''ble High Court of Karnataka on 18th March 2014. As per the Scheme of Amalgamation the effective date of the Scheme is 18thMarch 2014.

The Scheme of Amalgamation provides for change of name of the Company from Ravindra Energy Limited to Shree Renuka Energy & Resources Limited. The Registrar of Companies Karnataka has reserved the name Shree Renuka Energy & Resources Limited, on application of the Company.

The authorised share capital of the Company, increased from Rs. 10,000,000/- to Rs. 1,510,000,000 as the authorised share capital of Shree Renuka Energy Limited (the transferor company) stood transferred to and combined with the authorised share capital of the Company, on scheme became effective.

The Company made allotment of 121,476,000 Equity Shares of Rs. 10/- each in the Company to the shareholders of Shree Renuka Energy Limited, being the Transferor Company, in the Scheme of Amalgamation, with this Company, according to the share exchange ratio of 1:1 as provided in the Scheme of Amalgamation, in the following manner:

a. 111,946,000 Equity Shares of Rs. 10/- each credited as fully paid up; and

b. 9,530,000 Equity Shares of Rs. 10/- each credited as partly paid up at Re. 1/- each.

The share certificates for the shares allotted have been dispatched to those allottees, who held shares in the transferor company in physical mode and shares are being credited to the respective demat accounts of those allottees who held the shares in the transferor company in demat mode.

The Bombay Stock Exchange has granted its approval for listing of shares, allotted to the shareholders of the Transferor Company, pursuant to the Scheme of Amalgamation.

The registered office of the Company is shifted from the State of Maharashtra to the State of Karnataka and is now situated at BC 105, Havelock Road, Camp, Belgaum 590001, Karnataka.

The Corporate Identification Number is changed to L40104KA1980PLC075720.

DEMATERIALISATION OF SHARES

The Company has provided connectivity with NSDL and CDSL for dematerialization of it''s shares for trading in electronic form. The Company has been allotted ISIN INE206N01018.

PROJECT DEVELOPMENT STATUS

1. Development of a Coal based Thermal Power Project at village Vantamuri, Taluka - Hukkeri, District - Belgaum, Karnataka.

The Government of Karnataka (GoK) had approved the coal based thermal power project of 1100 MW at village Vantamuri, in Belgaum district and a Memorandum of Understanding (MoU) had also been signed with the GoK. The Karnataka Industrial Area Development Board (KIADB) had allotted the land for this project as per GoK''s approval but did not give possession of the same.

We have initiated various project development activities for getting various approvals and the clearances. We have also completed different studies required for various purposes.

Shree Renuka Energy Limited (SREL) had also deposited Rs. 17.82 Crores as an advance towards land acquisition. SREL had also put forward the proposal of signing a long term Power Project Agreement (PPA) before GoK. However, there has been considerable delay on the part of KIADB to hand over the possession of land. Furthermore, the Karnataka Distribution Companies have not agreed to sign long term PPA''s in terms of the MoU. Since the physical possession of land has been delayed indefinitely, SREL had requested KIADB to refund the advance deposited. The KIADB has since refunded Rs. 15.10 Crores while retaining Rs. 2.71 Crores as service charges, SREL has filed a petition before the Hon''ble High Court of Karnataka, seeking refund of the service charges retained since the required land hasn''t been handed over by KIADB.

2. Development of a Captive Port near village Manki, Taluka - Honnavar, District - Uttara Kannada, Karnataka.

The Government of Karnataka has approved the proposal for development of a captive port near village Manki, Taluka - Honnavar, with allotment of 75,000 Sq. mtrs. of port land. The land admeasuring 50 acres has been identified, in addition to the above mentioned port land, of which about 26 acres is purchased and taken possession of by the company.

We have signed & registered the Lease Agreement with the Government of Karnataka for use of port land, as per the Government order. We have initiated the pre-development project activities. We have completed the Bathymetric study at the project site. The feasibility study report has been finalized & submitted by the consultant. The Geotechnical Investigation study is completed. The surveys for topography and contour mapping are completed, based on secondary data. We have commissioned the study for assessing the feasibility of private railway siding, for evacuation of cargo, the draft report for the same is completed. Further activities for getting Environment clearance, Coastal Regulatory Zone clearance, etc are initiated. The application is submitted to the Ministry of Environment and Forests (MoEF), seeking environmental clearance. Other studies like Traffic Study and Integrated Logistics Cost are completed. We are also awaiting progress on the Hubli- Ankola Railway corridor, which will be very important development as far as our project is concerned.

3. Solar Irrigation Pumps

The Company has undertaken other business initiatives for development of Solar Energy Projects. The Company has been setting up Solar Pump Irrigation Systems for the farmers in the State of Karnataka for irrigation of farm land. The Company is also in the process of replicating the same at various locations. The Company shall also be taking up activities of development of MW scale grid connected solar power plants.

TRANSFER TO RESERVES

No amount was transferred to reserves for the period under review.

DIVIDEND

With a view to conserve the resources, the Board of Directors decided not to recommend any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange is presented in a separate section forming part of the Annual Report.

DEPOSITS

The Company has not accepted any public deposits and, as such, no amount of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

MANAGEMENT

Directors

Mr. Vishwanath Mathur, Director of the Company is liable to retire by rotation and being eligible has offered to be re-appointed as Director of the Company. He is proposed to be appointed as an Independent Director of the Company. The Company has received notice under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director and the Board recommends his appointment.

Mr. Sunil Bhide and Mr. Basangoud Patil tendered resignations from the Office of Directors of the Company. They cease to hold Office of Director with effect from October 31, 2014.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Vidya Murkumbi, Mr. Sidram Kaluti, Mr. Satish Mehta and Mr. P. Uma Shankar were appointed as Additional Directors w.e.f. 14th August, 2014 and they hold office up to the date of ensuring Annual General Meeting. The Company has received notices under Section 160 of the Companies Act, 2013 proposing their candidatures for the Office of Director and the Board recommends their appointment.

Mrs. Vidya Murkumbi is proposed to be appointed as non-executive Director liable to retire by rotation. Mr. Satish Mehta and Mr. P. Umashankar are proposed to be appointed as Independent Directors. The Company has received declarations from Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

The Board of Directors appointed Mr. Sidram Kaluti as Whole-Time Director designated as President for a period of three years w.e.f. August 14, 2014 subject to the approval of the Shareholders.

Key Managerial Personnel

The Board of Directors in its meetings head on 14th November 2014 assigned Mr. J. Suresh Kumar, Chief Executive Officer of the company to perform the functions of Chief Financial Officer and appointed Mr. Ramnath Sadekar as Company Secretary and Compliance Officer of the company.

AUDITORS

M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants, Bangalore, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Board of Directors recommend their re-appointment from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting of the Company. The Auditors have given written consent to such re-appointment and certificate to the effect that the firm is eligible for re-appointment and that the proposed re-appointment is within the limits specified under the provisions of the Companies Act, 2013.

AUDITORS REPORT

The Auditors'' Report to the shareholders for the year ended March 31, 2014 does not contain any qualification and therefore do not call for any explanation/comments.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors in terms of Section 217(2AA) states that:

a) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates

that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit and Loss 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 this 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.

SUBSIDIARY COMPANIES

After coming in to effect of the Scheme of Amalgamation of Shree Renuka Energy Limited (SREL), with this company, the subsidiary companies of SREL became the subsidiary companies of the Company.

The following are subsidiaries of the Company.

1. Renuka Energy Resource Holdings (FZE).

2. Vantamuri Trading and Investments Limited - [formerly Shree Renuka Infraprojects Limited].

3. Damodar Resource Holdings (FZE) - [subsidiary of Vantamuri Trading and Investments Limited].

4. PT. Renuka Jambi.

5. Renuka Resource (Singapore) Pte. Ltd. - [Subsidiary of Renuka Energy Resource Holdings (FZE)].

6. PT. Renuka Coalindo TBK - [subsidiary of Renuka Energy Resource Holdings (FZE)].

7. PT. Nagarta Coal Field - [subsidiary of Renuka Resource (Singapore) Pte. Ltd].

8. Renuka Global Minerals, (Mauritius).

9. Mineracao Elefante Ltda. - [Subsidiary of Renuka Global Minerals, Mauritius].

10. Minerales Elefante S.A.S. (Colombia) - [Subsidiary of Renuka Global Minerals, Mauritius].

11. Agri Venture Trading and Investment Private Limited;

12. PT. Jambi Prima Coal - [Subsidiary of PT. Renuka Coalindo TBK].

13. PT. Bandargah Mandiangin Internasional.

14. Nandur Sugars Limited - [subsidiary of Vantamuri Trading and I nvestments Limited].

15. Shree Renuka Urja Private Limited.

16. Shree Renuka Resources Private Limited.

17. Shree Renuka Ports Private Limited.

18. Shree Renuka Energy Infrastructure Private Limited - [Subsidiary of Shree Renuka Urja Private Limited].

SUBSIDIARY BUSINESS

The Indian subsidiary companies are engaged in the business of trading in commodities and installation of solar based irrigation pump sets. The overseas subsidiary companies are engaged in the business of coal mining and trading of commodities and investment. The financial information for the year ended 31st March 2014 of each subsidiary is disclosed in the statement attached to the Consolidated Financial Statements forming part of this Annual Report.

GENERAL EXEMPTION UNDER SECTION 212(8)

The Ministry of Corporate Affairs has issued a general circular No. 2/2011 dated 8th February 2011 granting general exemption to the Companies, under Section 212(8) of the Companies Act, 1956, from attaching certain documents of subsidiary companies to the Balance Sheet of the holding Company. The exemption is granted subject to compliance with certain conditions. The Company has complied with all the conditions contained in the circular. Copies of the Balance Sheets and copies of other documents required to be attached to the Balance Sheet of the Company under Section 212(1) of the Companies Act, 1956 are therefore not attached to the Balance Sheet of the Company.

The Company has attached Consolidated Financial Statements of its subsidiaries as per AS 21, which forms part of this Annual Report. A gist of the financial performance of the subsidiaries is also given in this Annual Report.

The annual accounts of the subsidiary Companies and the related detailed information will be made available to the investors of holding and subsidiary Companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor in the registered office of the Company and that of subsidiary companies concerned. The Company will furnish hard copy of accounts of subsidiaries to any shareholder on demand.

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy in "Form A" pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given as the Company was not engaged in the activities specified in Schedule to the said Rules.

TECHNOLOGY ABSORPTION

The Company was not engaged in any activity relating to production and manufacture. No amount was therefore spent towards Technology Absorption. Particulars with respect to Technology Absorption in "Form B" pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are therefore not given.

FOREIGN EXCHANGE EARNING AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports; development of new export markets for products and services; and export plans - NIL

b) Total foreign exchange used and earned.

Foreign exchange earnings: Rs. 888.60 millions.

Foreign exchange outgo: Rs. 2.55 millions.

CORPORATE GOVERNANCE

Provisions of Clause 49 of Listing Agreement relating to Corporate Governance became applicable to the Company on making allotment of 121,476,000 Equity Shares of Rs. 10/- each in the Company to the shareholders of Shree Renuka Energy Limited, being the Transferor Company, in the Scheme of Amalgamation, with this Company, as the paid up share capital of the Company increased to more than rupees three crores. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

The Scheme of Amalgamation provided that the employees of Transferor Company shall become the employees of the Transferee Company without any break or interruption in service and on same terms and conditions, as on effective date. Accordingly the employees of Shree Renuka Energy Limited, the Transferor Company became the employees of the Company. Mr. J. Suresh Kumar, Chief Executive Officer of the Transferor Company became the Chief Executive Officer of the Company with effect from 18th March 2014. The information required under Section 217 (2A) of the Companies Act, 1956 and the Rules made thereunder, in respect of him is as under.

Name of the Employee : Mr. J. Suresh Kumar

Age : 45 years

Designation and nature of duties : Chief Executive Officer and Chief Financial Officer entrusted with substantial powers of management

Remuneration received during the : Rs. 26.57 millions financial year

Qualification and Experience in : B. Com., FCA, 22 years Yera

Date of Commencement of : 1st April, 2012 (being the employment Appointed Date)

Particulars of last employment : Shree Renuka Energy Limited Relationship : Notrelated to any Director of the Company

REGISTRAR AND TRANSFER AGENTS

The Company has changed it''s Registrar and Transfer Agents from Sharex Dynamic (India) Private Limited to Karvy Computer share Private Limited to handle the share transfer/transmission and other related activities of the company. The

company had given intimation of the said change of Registrar and Transfer Agents for electronic connectivity to depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited. The contact details of the Registrar and Transfer Agents is as under:

Karvy Computer share Private Limited Unit: Ravindra Energy Limited Plot No. 17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad 500081 Tel No. 91 -040-44655000 Fax No. 91-040-23420814 Email ID [e-mail]

ACKNOWLEDGEMENT

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 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 co-operation.

On behalf of the Board of Directors For Ravindra Energy Limited

Sd/- Mumbai, November 14, 2014 Vidya Murkumbi Director (Chairperson) Registered Office: DIN: 00007588 BC 105, Havelock Road, Camp Address: BC 105, Havelock Road, Belgaum 590001 Karnataka Camp, Belgaum 590001 Website: www.ravindraenergy.com CIN:L40104KA1980PLC075720

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Mar 31, 2013

The Shareholders of, Ravindra Energy Limited

The Directors hereby present the 33rd Annual Report of the Company together with the Audited Financial Statements for the period ended March 31,2013.

FINANCIAL RESULTS

There was no revenue from operations during the year under review. Other income of Rs. 906,375/- of the Company consists of interest of Rs. 707,375/- and foreign exchange gain of Rs. 199,000/-. The Company incurred toPORTtal expenditure of Rs. 1,784,519/-. The major items of expenditure were legal, professional fees, etc. The Company incurred loss before tax of Rs. 878,144/-. The loss was increased to Rs. 894,124/- after adjusting short provision of income tax for earlier years of Rs. 15,980/-. The details of Financial Results are as under;

(Amount in Rs.)

Particulars Current Year Previous Year 2012-2013 2011-2012 Rs. Rs.

Sales 3,28,846,441

Other Income 906,375 19,147,453

Total 906,375 347,993,894

Expenses incurred 17,84,519 330,249,034

Profit/(loss) before tax (878,144) 17,744,861

Less: Provision for income tax 5,707,639 Tax paid for earlier years

Deferred Tax 110,605

Short and excess provision for earlier year 15,980 59,410

Profit/(Loss) after taxation (894,124) 11,867,206

ProfiV(loss) brought forward 25,49,272 (8,260,985)

Profit available for appropriation 16,55,148 3,606,221

Transfer to reserves 296,680

proposed dividend @ Re. 1 per equity shares 654,150

Tax on dividend 106,119

Profit/(loss) retained in Profit & Loss Account 16,55,148 25,49,272

TRANSFER TO RESERVES

In view of the loss incurred by the Company, no amount was transferred to reserves for the period under review.

DIVIDEND

In view of the loss incurred by the Company for the financial year, the Board of Directors regrets its inability to recommend any dividend for the year.

DEPOSITS

The Company has not accepted any public deposits and, as such, no amount of principal or interest on public deposits was outstanding on the date of Balance Sheet.

CERTIFICATE OF COMPLIANCE

Pursuant to the proviso to Sub-Section (1) of Section 383A of the Companies Act, 1956 the Company has obtained Certificate of Compliance for the year 2012-13 from Mr. Sanjay Dholakia, Practicing Company Secretary, Mumbai. The Certificate of Compliance is attached as Annexure to this report.

AMALGAMATION

The Board of Directors of the Company in its meeting held on August 20, 2012 had granted in-principle approval to the Scheme of Amalgamation of Shree Renuka Urja Private Limited (under incorporation) and Shree Renuka Energy Limited, into the Company. However, the Board of Directors of the Company in its meeting held on November 12,2012 modified the Scheme of Amalgamation and granted in- principle approval to the Scheme of Amalgamation of Shree Renuka Energy Limited into the Company.

As per the directions of the Hon''ble High Court of Judicature at Bombay the meeting of the equity shareholders of the Company was held on Monday, the 11th day of March, 2013 at 11:00 a.m. at the registered office of the Company at Mumbai wherein the shareholders approved the Scheme of Amalgamation of Shree Renuka Energy Limited into the Company.

The Company is pleased to inform to its members that the Hon''ble High Court of Judicature at Bombay vide its Order dated 21st June 2013 has sanctioned the Scheme of Amalgamation of Shree Renuka Energy Limited into the Company. However the petition for sanction of Scheme of Amalgamation made by the Transferor Company is pending for final orders before the Hon''ble High Court of Karnataka at Bangalore.

Accordingly, once the scheme comes into effect and after compliance with relevant provisions of the Companies Act, 1956. The name of Company be changed to Shree Renuka Energy & Resources Limited, the Memorandum of Association and Articles of Association will be altered in respect of Capital Clause and the registered office of the Company will shifted to the State of Karnataka.

DIRECTORS

Mr. Vishwanath Mathur, Director of the Company is liable to retire by rotation and being eligible has offered to be re-appointed as Director of the Company. The Board recommends his re-appointment.

AUDITORS

M/s. Ashok Kumar, Prabhashankar &Co., Chartered Accountants, Bangalore, Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been obtained to the effect that their re-appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors'' Report to the shareholders for the year ended March 31,2013 does not contain any qualification and therefore do not call for any explanation/comments.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors in terms of Section 217(2AA) states that:

a) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit and Loss 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 this 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.

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy in "Form A" pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given as the Company was not engaged in the activities specified in Schedule to the said Rules.

TECHNOLOGY ABSORPTION

The Company was not engaged in any activity relating to production and manufacture. No amount was therefore spent towards technology absorption. Particulars with respect to technology absorption in "Form B" pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are therefore not given.

FOREIGN EXCHANGE EARNING AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports; development of new export markets for products and services; and export plans;

NIL

b) Total foreign exchange used and earned: Foreign exchange earnings: Rs. 28,37,822/-

Foreign exchange outgo: Rs. NIL

CORPORATE GOVERNANCE

Provisions of Clause 49 of Listing Agreement relating to Corporate Governance are not applicable to the Company as the paid up share capital of the Company is less than rupees three crores. However, the Company is committed to more transparency in the affairs.

PARTICULARS OF EMPLOYEES

None of the employee was in receipt of remuneration exceeding the limit specified under Section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

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 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 co-operation.

By Order of the Board of Directors

For Ravindra Energy Limited

Place: Mumbai Vishwanath Mathur

Date: August 14, 2012 Chairman

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Mar 31, 2010

The Directors hereby present the 30th Annual Report of the Company together with the Audited Statements of Accounts for the period ended 31st March, 2010.

CHANGE OF NAME

The Registrar of Companies, Maharashtra issued fresh Certificate of Incorporation on 21st January 2010 consequent up on change of name of the Company from Ravindra Trading and Agencies Limited to Ravindra Energy Limited. However Bombay Stock Exchange Limited where the equity shares of the Company are listed will take the new name on record on generation of more than 50% of the total revenues from new principal objects.

CHANGE OF NAME

The Board of Directors in its meeting held on May 28th, 2010 shifted its Registered Office of the Company from Flat No.8, B Wing, 4th Floor, Rajiv Building, Gopi Tank Road, Gurudwara, Mahim, Mumbai – 400 016 to 23, 2nd Floor, Madhuli Co-op Hsg. Soc. Ltd., B/h Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400018. The Company accordingly intimated to the Registrar of Companies, Maharashtra, Mumbai.

PROJECTS

The Government of Karnataka has approved establishment of integrated steel plant of the capacity of 6 MTPA at Vijaynagar Area Development Authority (VADA). The Company has made an application to the Government of Karnataka for allotment of 650 Acres of land and 2.3 MGD of water for the proposed plant. The Company is also exploring the possibility of acquiring mining leases.

FINANCIAL RESULTS

There was no income for the Company except other income of Rs. 8,390/-. The Company incurred expenditure of Rs. 13,59,379/-. The major items of expenditure were interest, listing fee and salary to staff and professional charges. The details of financial results are as under.

Particulars Current Year Previous Year 2009-2010 2008-2009 Rs. Rs.

Sales - 45,13,174

Other Income 8,390 673

Expenses incurred 13,59,379 3,43,962

Profit/(loss) before tax (13,50,989) 33,183

Provision for income tax - 3,418

Profit / (Loss) after taxation (13,50,989) 29,765

Profit / (loss) brought forward (1,23,21,273) (1,23,51,038)

Profit / (loss) carried to balance sheet (1,36,72,262) (1,23,21,273)



TRANSFER TO RESERVES:

No amount was transferred to reserves in view of loss.

DIVIDEND

In view of loss for the current year and accumulated loss, the Board of Directors did not recommend any dividend to the shareholders.

DEPOSITS

The Company has not accepted any public deposits and, as such, no amount of principal or interest on public deposits was outstanding on the date of Balance Sheet.

CERTIFICATE OF COMPLIANCE

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the Company has obtained Certificate of Compliance from Mr. Sanjay Dholakia, Practicing Company Secretary, Mumbai. The Certificate of Compliance is attached as Annexure to this report.

DIRECTORS

The Board consists of three non-executive directors viz. Mr. Vishwanath Mathur, Mr. Basanagouda Patil and Mr. Gurudev Desai who have wide and varied experience in different disciplines of corporate functioning.

Mr. Basanagouda Patil retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS AND AUDITORS REPORT

M/s. YPK & Associates, Chartered Accountants, Belgaum, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from M/s. YPK & Associates, Chartered Accountants, Belgaum, has been obtained to the effect that their appointment, if made, would be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

The Auditors Report to the shareholders for the year ended 31st March, 2010 does not contain any qualification and therefore do not call for any explanation/comments.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors in terms of Section 217 (2AA) states that:

a) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the Profit and Loss 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 this 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.

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy in "Form A" pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are not given as the Company was not engaged in the activities specified in Schedule to the said Rules.

TECHNOLOGY ABSORPTION

The Company was not engaged in any activities relating to production and manufacture. No amount was therefore spent towards Technology Absorption. Particulars with respect to Technology Absorption in "Form B" pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) rules 1988 are therefore not given.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no Foreign Exchange Transaction during the year.

REVOCATION OF SUSPENSION OF TRADING IN SECURITIES

Bombay Stock Exchange Limited revoked suspension in trading of equity shares of the Company (Scrip Code 504341) with effect from 2nd June 2010 and accordingly informed the trading members of the exchange. The trading in the securities of the Company will be resumed in "T" group.

CORPORATE GOVERNANCE

Provision of Clause 49 of Listing Agreement relating to Corporate Governance is not applicable to the Company.

PARTICULARS OF EMPLOYEES

None of the employees was in receipt of remuneration exceeding the limit specified under section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

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 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 co-operation.

On Behalf of the Board of Directors For Ravindra Energy Limited

Vishwanath Mathur Director Place: Mumbai Date: August 13, 2010

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Mar 31, 2009

The Directors are pleased topresent the 29th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2009.

The Company has been acquired by and became subsidiary of Murkumbi Investments Private Limited (Formerly known as Murkumbi Bio Agro Private Limited) by virtue of section 4(l)(b)(ii) of the Companies Act, 1956 and consequently there was a change in the management of the Company.

Financial Results

The operating results of the Company show profit before taxation of Rs. 33,183/- as against previous years figure of Rs. 34,87,837/-. The details of financial results are as under.

Particulars 2008-2009 2007-2008

Sales (including other income) 45,13,847 68,15,221

Profit/(loss) before tax 33,183 34,87,837

Income tax for earlier year - 16,455

Provision for income tax 3,418 3,58,968

Profit after taxation 29,765 31,12,414

Profit / (loss) brought forward (1,23,51,038) (1,54,63,542)

Profit /(loss) carried to balance sheet (1,23,21,273) (1,23,51,038)

Transfer to reserves:

No amount was transferred to reserves.

Dividend

In view of inadequate profits for the current year and accumulated loss, the Board of Directors did not recommend any dividend to the shareholders.

Deposits

The Company has not accepted any public deposits and, as such, no amount of principal or interest on public deposits was outstanding on the date of Balance Sheet.

Directors

During the year Mr. Basanagoud Patil, Mr. Gurudev Desai and Mr. Vishwanath Mathur were appointed as Additional Directors of the Company to hold office upto the ensuing Annual General Meeting. The Company has received notices in writing from members along with deposit of Rs. 500/- each, proposing candidature of Mr. Basanagoud Patil, Mr. Gurudev Desai and Mr. Vishwanath Mathur for the office of Director under Section 257 of the Companies Act, 1956. Their appointment on the Board is recommended.

Mr. B. K. Lohia retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

During the year, Mr. Ghanshyam Joshi, Mr. Kanhaiyalal Mundra, Mr. Krishnarao Patil, Ram Kahndelwal, Shreeniwas Somani resigned from the office of Director. The Board wishes to place on record their deep appreciation for the valuable services & guidance rendered by retiring Directors during their tenure with the Company.

Auditors and Auditors Report

The retiring Auditor M/s. H.P. Biyani & Co., Chartered Accountants, Mumbai have expressed their unwillingness to be re- appointed. The Board of Directors therefore recommend the appointment of M/s. YPK & Associates, Chartered Accountants, Belgaum, as Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting. Certificate from M/s. YPK & Associates, Chartered Accountants, Belgaum, has been obtained to the effect that their appointment, if made, would be within the limits specified under Section 224 (IB) of the Companies Act, 1956.

The Auditors Report to the shareholders for the year ended 31s1 March, 2009 does not contain any qualification and therefore do not call for any explanation/comments.

Directors Responsibility Statement, The Board of Directors in terms of Section 217 (2AA) states that:

a) in the preparation of the annual accounts the applicable accounting standards have been followed along with propter explanation relating to material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2009 and of the Profit and Loss 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 this 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.

Conservation of Energy

Particulars with respect to conservation of energy in Form A pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are not given as the Company is not engaged in the activities specified in Schedule to the said Rules.

Technology Absorption

The Company is not engaged in any activities relating to production and manufacture. No amount was therefore spent towards Technology Absorption. Particulars with respect to Technology Absorption in Form B pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) rules 1988 are therefore not given.

Foreign Exchange Earning and Outgo

There was no Foreign Exchange Transaction during the year.

Corporate Governance

As per Schedule of implementation, stipulations of clause 49 of the listing agreement are applicable to listed companies having paid up share capital of more than Rs. 3 Crores. As the paid up share capital of the company is less than Rs. 3 Crores, the Board of Directors decided to defer the implementation of the said stipulations. Certificate of compliance of conditions of corporate governance from the Auditors of the Company is therefore not obtained.However your Directors are committed to more transparency in the affairs of the company.

Particulars of employees

None of the employees was in receipt of remuneration exceeding the limit specified under section 217(2A) of the Companies Act, 1956.

Acknowledgements

Your Directors wish to place on record theirappreciation for the assistance and co-operation received from the Banks, Government Authorities, employees and finally to shareholders for their trust and corifidence reposed with us.

On Behalf of the Board of Directors

Mr.Vishwanath Mathur

Director

Place: Mumbai

Date: December 4, 2009