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.

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:

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.

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