Directors Report of Refex Renewables & Infrastructure Ltd.

Mar 31, 2025

Your Board of Directors has pleasure in presenting the 31^st (Thirty-First) Annual Report of your Company together with the Audited
Financial Statements (standalone & consolidated) for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The key financial highlights for the financial year 2024-25 (“FY25”) is summarized below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations (Net)	1,87,567	2,06,037	6,79,853	7,60,920
Other Income	17,679	10,118	59,832	67,844
Total Income	2,05,247	2,16,155	7,39,685	8,28,764
Expenditure (other than Tax)	2,96,726	2,87,404	9,75,696	10,24,374
Exceptional Items	-	-	9,062	1,12,399
Profit / (Loss) before Tax	(91,479)	(71,250)	(2,26,850)	(83,211)
Provision for Income Tax	-	(1,012)	5,532	9,067
Provision for Deferred Tax	362	-	1,31,502	2,51,880
Profit / (Loss) after Tax	(91,841)	(70,237)	(3,63,884)	(3,44,158)
Earnings Per Share (?) (Basic & Diluted)	(20.74)	(15.52)	(81.26)	(76.42)
Net Fixed Assets	8,204	8,698	41,09,495	41,63,119
EBITDA Margins (%)	(23.78)	(13.48)	57	52
PAT Margins (%)	(48.96)	(34.09)	(54)	(45)
D/E Ratio (In times)	(1.16)	(0.97)	(10)	55

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries, for the financial year ended March 31, 2025, are prepared in accordance
with Indian Accounting Standards (Ind AS), prescribed by the Institute of Chartered Accountants of India (ICAI) and as notified under
Section 133 of the Companies Act, 2013 (hereinafter referred to as the “Act”) read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 of the Act read with Schedule III thereto and the Companies (Accounts) Rules, 2014,
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as the “SEBI Listing Regulations”) and applicable Indian Accounting Standards, the Audited Consolidated
Financial Statements of the Company for the FY25, together with the Auditors’ Report form part of this Annual Report.

COMPANY PERFORMANCE

Standalone Financial Performance of your Company:

During the year under review, the Company has achieved a standalone turnover of ?1,875.67 lakh in the financial year 2024-25
compared to ?2,060.37 lakh during corresponding previous year registering a decline of ~9%.

The Company has reported a loss of ?918.41 lakh as against a loss of ?702.37 lakh during corresponding previous year with a
decrease in loss of ?216.04 lakh over the previous year on standalone basis.

Consolidated Financial Performance of your Company:

The Company has achieved a consolidated turnover of ?6,798.53 lakh in the financial year 2024-25 compared to ?7,609.20 lakh during
corresponding previous year registering a decline of ~10%.

The Company has reported a loss of ?3,638.84 lakh as against a loss of ?3,441.58 lakh during corresponding previous year with an
increase in loss of ?197.26 lakh over the previous year, on consolidated basis.

COMPLIANCE CERTIFICATE

In terms of Regulation 17(8) of the SEBI Listing Regulations, the Managing Director and the Chief Financial Officer of the Company
have given Compliance Certificate to the Board on financial reporting and internal controls, as mentioned under Part B of
Schedule II to the SEBI Listing Regulations.

BUSINESS OPERATIONS

Highlights of your Company’s operations and state of affairs for FY25 are included in the Management Discussion and Analysis
Report, capturing your Company’s performance, industry trends and other material changes with respect to your Company, wherever
applicable and forms part of this Annual Report.

DIVIDEND

In view of accumulated losses, the Board of Directors has not recommended any dividend on equity shares during the year under
review.

TRANSFER TO GENERAL RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserves, as the Company had not made any profit,
during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not distributed any amount as dividend during the previous financial years, and hence no instance arises for
unclaimed/unpaid dividend.

Therefore, no amounts and shares were required to be transferred to the Investor Education and Protection Fund (“IEPF”) set up by
the Government of India.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

There is no unclaimed or unpaid deposit lying with the Company as on March 31, 2025

SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE

Authorized Share Capital

As on March 31, 2025, the Authorized Share Capital of your Company stood at ?20,00,00,000/- (Rupees Twenty Crore only) divided
into 2,00,00,000 (Two Crore only) equity shares of face value of ?10/- (Rupees Ten only) each.

Paid-up Share Capital

As on March 31, 2025, the Paid-up Equity Share Capital of your Company stood at ?4,49,65,540/- (Rupees Four Crore Forty-Nine Lakh
and Sixty-Five Thousand Five Hundred and Forty only) comprising of 44,96,554 (Forty-Four Lakh Ninety-Six Thousand Five Hundred
and Fifty-Four only) equity shares of face value of ?10/- (Rupees Ten only) each.

There are no convertible securities issued in the Company, as on the date of this Report.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

Non-Convertible Debentures (“NCDs”)

Your Board of Directors, at its meeting held on December 06, 2024, inter-alia, had considered and approved the issue and offer of up
to 105 (one hundred and five only), senior, secured, unrated, unlisted, unsubordinated, redeemable, taxable, fully-paid non-convertible
debentures (“NCDs”) to Northern Arc Emerging Corporates Bond Trust with Northern Arc Emerging Corporates Bond Fund as its scheme,
by way of private placement, for an aggregate issue size of up to ?10,50,00,000/- (Rupees Ten Crore Fifty Lakh only).

Subsequently, the Banking & Authorization Committee of the Board of Directors, in its meeting held on December 23, 2024, has made
an allotment of 105 nos. of senior, secured, unrated, unlisted, unsubordinated, redeemable, taxable, fully-paid NCDs to Northern Arc
Emerging Corporates Bond Trust with Northern Arc Emerging Corporates Bond Fund as its scheme, by way of private placement, for
an aggregate issue size of ?10,50,00,000/- (Rupees Ten Crore Fifty Lakh only).

The fund raised are proposed to be utilized for the purpose of downstream investment in subsidiaries for acquisition of potential
entities in the compressed bio-gas segment.

Rights Issue

In order to cater the fund requirements for meeting the business objects and to achieve the positive net-worth for future growth
prospects of your Company, and to infuse money / make investment in the subsidiaries/step-down subsidiaries, your Board of
Directors, in its meeting held on May 22, 2024, considered and approved raising of funds/capital by way of issue of fully paid-up
equity shares of the Company of face value of ?10/each, for an aggregate issue size of up to ?160 Crore (Rupees One Hundred
and Sixty Crore), on rights issue basis (“Rights Issue”) to the existing equity shareholder of the Company, in accordance with the
Companies Act, 2013 read with the rules made thereunder, and the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended and other applicable laws.

Withdrawal / Cancellation of Rights Issue

Considering the current capital market scenario, global economic instability, and recent amendments in the rights issue framework,
the Board considered it prudent to withdraw the previous approved rights issue and to re-evaluate the capital requirements internally
and thereafter, would consider the issue afresh after all parameters.

Moreover, SEBI Notification dated March 03, 2025 read with the SEBI circular dated March 11, 2025, introduced several changes
to the existing rights issue framework, relating to process and disclosure requirements through significant amendments to the SEBI ICDR
Regulations, which aims to streamline the rights issue process, reduce turnaround times, and enhance the efficiency of capital raising
by listed companies and wherein the revised timelines for completion of the rights issue process has also been notified.

EMPLOYEES’ LONG TERM INCENTIVE PLAN

The Nomination and Remuneration Committee and the Board of Directors of the Company, in their respective meetings held on
August 10, 2022, had formulated and approved employee stock option scheme, namely, RRIL - Employees Stock Option Scheme
2022 (“RRIL ESOS 2022”), which is in compliance of the latest provisions of the laws and regulations.

During the financial year ended March 31, 2025, your Company issued and allotted following shares in lieu of Employee Stock
Options (“ESOPs”) exercised by the eligible employees under RRIL - Employees Stock Option Scheme 2022 (“RRIL ESOS 2022”):

Date	No. of equity shares (Face Value @ f10/->	Exercise / Issue Price (?)	Aggregating Value (?)
November 08, 2024 (Time-Based Options)	682	322	2,19,604
November 08, 2024 (Time-Based Options)	842	274	2,30,708
January 13, 2025 (Time-Based Options)	5,130	322	16,51,860
Total	6,654		21,02,172

Applicable disclosures as stipulated under Regulation 14 read with Part F of Schedule-I to the SEBI SBEB & SE Regulations with
regard to the RRIL ESOS 2022, are provided as Annexure - A to this Report.

Your Company has obtained a Certificate from M/s A. Mohan Kumar & Associates, a practicing company secretary firm [represented
by its founding partner Mr. A. Mohan Kumar, bearing ICSI Membership No: FCS-4347 and C.P. No. 19145], the Secretarial Auditor of
the Company, that the RRIL ESOS, 2022, for issuance and allotment of stock options has been implemented in accordance
with the SEBI SBEB & SE Regulations.

The said Certificate would be placed at the ensuing annual general meeting for inspection by the members.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025, your Company has 05 (five) subsidiaries and 23 (twenty-three) step-down subsidiaries and 01 (one) associate
company as follows:

Wholly-owned Subsidiaries:

1. Refex Green Power Limited

2. SEI Solartech Private Limited

3. Ishaan Solar Power Private Limited

4. Refex Sustainability Solutions Limited

5. Venwind Refex Limited

Step-down wholly-owned subsidiaries:

6. Broil Solar Energy Private Limited

7. Sherisha Solar SPV Two Private Limited

8. Taper Solar Energy Limited

9. Engender Developers Private Limited

10. Sherisha Rooftop Solar SPV Three Private Limited

11. STPL Horticulture Private Limited

12. Kiln Solar Energy Private Limited

13. SEI Tejas Private Limited

14. Sherisha Solar LLP

15. Refex Green Fuel Private Limited (incorporated w.e.f. September 07, 2024)

16. Refex Solar SPV Five Limited (incorporated w.e.f. December 04, 2024)

17. Refex Renewables SL (Private) Limited (incorporated in Sri Lanka w.e.f. August 27, 2024)

Step-down subsidiaries:

18. Athenese Energy Private Limited

19. Flaunt Solar Energy Private Limited

20. Spangle Energy Private Limited

21. Scorch Solar Private Limited

22. Singe Solar Energy Private Limited

23. Sourashakthi Energy Private Limited

24. Swelter Energy Private Limited

25. Torrid Solar Power Private Limited

26. Wither Solar Energy Private Limited

27. Sherisha Rooftop Solar SPV Four Private Limited

28. Vyzag Bio-Energy Fuel Private Limited (w.e.f. December30, 2024)

Associate:

1. LC Infra Solar 150 (MW) LLP (incorporated w.e.f. December 17, 2024)

Incorporations:

During the year under review, Refex Sustainability Solutions Limited (“RSSL”), a wholly-owned subsidiary of the Company, has
incorporated a new company, namely, Refex Green Fuel Private Limited (“RGFPL”), as its subsidiary (76%), consequent to which,
RGFPL has become a step-down subsidiary of your Company.

During the year under review, Refex Renewables SL (Private) Limited (incorporated w.e.f. August 27, 2024) was incorporated as a
wholly-owned subsidiary of Refex Green Power Limited (“RGPL”), for exploring and entering into overseas business in Sri Lanka.

RGPL has won a tender for setting-up of a 100-MW Solar Power Project, awarded by NTPC Limited (CIN: L40101DL1975GOI007966),
a Maharatna company.

NTPC shall enter into a Power Purchase Agreement (PPA) with the successful Bidders selected based on the RfS No: NTPC/RE-CS/2024-25/
Solar-01 dated 24-06-2024, for purchase of power for a period of 25 years. RGPL or through any of its subsidiary (SPV) will sign a PPA
with NTPC within 90-days after the issue of Letter of Award (LoA).

The Scheduled Commissioning Date (SCD) for commissioning of the full capacity of the Project shall be the date as on 24 months
from the Effective Date of the PPA.

For this purpose, RGPL has incorporated a new SPV company, namely, Refex Solar SPV Five Limited on December 04, 2024, as
a wholly-owned subsidiary.

Performance of Subsidiary / Associates:

A statement containing the salient features of the financial statements of the subsidiary companies of the Company in the prescribed
form AOC-1, forms part of the Consolidated Financial Statements (CFS) in compliance with Section 129(3) and other applicable
provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.

The said form also highlights the financial performance of each of the subsidiaries, included in the CFS of the Company,
pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Section 136 of the Act, standalone and consolidated financial statements along with the relevant
documents and separate audited accounts in respect of the subsidiaries of the Company are available in the website of the
Company at the weblink: https://refexrenewables.com/investor-relations.php.

Compressed Bio-Gas (CBG)

During the year under review, the Company, through acquisitions and its subsidiary, has forayed into Compressed Boi-Gas business.
The Company has acquired controlling stake in Vyzag Bio-Energy Fuel Private Limited (“Vyzag-Bio”).

Vyzag Bio operates a CBG plant producing biogas from segregated municipal waste, which involves processing organic material

derived from municipal solid waste. The plant is designed with a capacity to output 850 kg of CBG per day, making it a significant
contributor to green fuel production.

Acquisition of Vyzag Bio is a step forward towards strategic expansion and entering into CBG business. This acquisition would
facilitate the Company, as a whole, to diversify its portfolio in the renewables sector and enter into new markets in CBG segment. In
the thrust towards ESG, this business is eco-friendly and would result in reduction in carbon footprint.

Refex Green Power Limited, a wholly-owned subsidiary of the Company, has been awarded 03 tenders for establishment of
Municipal Solid Waste based Bio-CNG plant at Salem (200 TPD), Coimbatore (250 TPD) and Madurai (250 TPD), under PPP mode on
Design, Build, Finance, Operate and Transfer (“DBFOT”) Basis for a period of 20 years.

For this purpose, 03 (three) new companies have been incorporated as subsidiaries by Refex Green Power Limited, thereby becoming
step-down subsidiaries of your Company. The details are as follows:

1. Refex CBG SPV (Coimbatore) Limited (incorporated w.e.f. May 03, 2025)

2. Refex CBG SPV (Salem) Limited (incorporated w.e.f. May 03, 2025)

3. Refex CBG SPV (Madurai) Limited (incorporated w.e.f. May 07, 2025)

Refex Sustainability Solutions Limited (“RSSL”), a wholly-owned subsidiary company, on February 11, 2025, has entered into and
executed a Share Purchase Agreement for acquisition of controlling stake up to 100% of the total voting powers, from the existing
promoters of Spectrum Renewable Energy Private Limited (“SREPL”), thereby, proposes to make this entity, a wholly-owned
subsidiary of RSSL and step-down subsidiary of the Company.

SREPL operates into the business of generation of Compressed Bio Gas (‘CBG’) and organic manure from press-mud and other
biodegradable wastes at Warananagar, Kolhapur.

Acquisition of SREPL is a step forward towards strategic expansion and entering into CBG and Organic manures business.

The acquisition of full control of SREPL is expected to be completed in the financial year 2025-26.

Voluntary Strike-Off

Further, following 06 (six) subsidiaries/ step-down subsidiaries, have been struck-off from the Registrar of Companies, w.e.f. October 29, 2024, as
per the provisions of Section 248(2) of the Companies Act, 2013, and Companies (Removal of Names of Companies form the Registrar
of Companies) Rules, 2016:

1. SIL Power Storage Solutions Private Limited;

2. Sherisha Bikaner Solar Power Private Limited;

3. Sherisha Rooftop Solar SPV Five Private Limited;

4. SunEdison Rooftop Solar SPV 6 Private Limited;

5. SIL Jupiter Solar Private Limited;

6. SIL Neptune Solar Private Limited.

Internal Restructuring

The Board of Directors, in its meeting held on May 21, 2025, had approved internal restructuring of your Company by way of
disinvestment by way of sale of 100% equity stake held in Ishaan Solar Power Private Limited, a wholly-owned subsidiary of the
Company and consequently, step-down wholly-owned subsidiary, namely, SEI Tejas Private Limited, since, business activities were
not in sync with the business segment of the Company and also, they do not generate any considerable revenue.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES

The Company regularly monitors the performance of the subsidiary companies. There has been no material change in the nature of
the business of the subsidiary companies.

CORPORATE GOVERNANCE

Your Company is committed to maintain the quality standards of Corporate Governance. We consider it our inherent responsibility to
disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company.

In terms of Regulation 15(2)(a) of the SEBI Listing Regulations, the compliance with the corporate governance provisions as specified
in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and
para-C, D and E of Schedule V shall not apply in respect of a listed entity having paid up equity share capital not exceeding rupees
ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Since, the paid-up equity share capital and net worth were not exceeding the aforesaid stipulated thresholds, as on the last day of
the previous financial year, accordingly, the compliance with corporate governance provisions is not applicable to the Company and
therefore, your Company is not required to submit corporate governance report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (“MD&A”) for FY25, giving a detailed analysis of the Company’s operations and other
information, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, is presented in a separate section forming part
of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

As on March 31, 2025, your Board comprises of 06 (six) Directors, out of which, 03 (three) are independent including 02 (two) woman
independent directors, 02 (two) are non-executive directors and 01 (one) is managing director, as follows:

S. No.	Name	DIN	Designation
1.	Mr. Kalpesh Kumar	07966090	Managing Director
2.	Mr. Anil Jain	00181960	Non-Executive Director
3.	Mr. Dinesh Kumar Agarwal	07544757	Non-Executive Director
4.	Mr. Pillappan Amalanathan	08730795	Independent Director
5.	Ms. Jayanthi Talluri	09272993	Independent Director
6.	Ms. Latha Venkatesh	06983347	Independent Director

RE-APPOINTMENTS / APPOINTMENTS

During the year under review, Mr. Kalpesh Kumar (DIN: 07966090) who retired by rotation, was re-appointed as a Director (Executive),
designated as Managing Director of the Company, at the 30th AGM of the Company held on September 27, 2024.

Mr. Pillappan Amalanathan (DIN: 08730795)

Further, the shareholders in their 30th AGM held on September 27, 2024, approved the re-appointment of Mr. Pillappan Amalanathan
(DIN: 08730795) as an Independent Director of the Company, for a second term of 05 (five) consecutive years commencing from
June 16, 2025 up to June 15, 2030 (both days inclusive), not liable to retire by rotation.

Ms. Latha Venkatesh (DIN: 06983347)

Further, the shareholders in their 30th AGM held on September 27, 2024, approved the appointment of Ms. Latha Venkatesh (DIN: 06983347)
as an Independent Director of the Company, who was appointed as an Additional Director in the capacity of an Independent Director
of the Company, w.e.f. August 14, 2024, by the Board, on recommendation of the Nomination & Remuneration Committee for
first term of 05 (five) consecutive years commencing from August 14, 2024 till August 13, 2029, not liable to retire by rotation.

Mr. Anil Jain (DIN: 00181960)

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Anil Jain (DIN:
00181960), Director (Non-Executive) of the Company, retires by rotation in the ensuing AGM and being eligible offers himself for
re-appointment.

Based on the skills, experience, knowledge and positive outcome of performance evaluation and the substantial contribution
made by Mr. Anil Jain, your Board of Directors, in its meeting held on August 07, 2025, on the recommendations of the
Nomination & Remuneration Committee (“NRC”), approved and recommended to the shareholders, the re-appointment
of Mr. Anil Jain as Director (Non- Executive), of the Company.

Mr. Dinesh Kumar Agarwal (DIN: 07544757)

The Board of Directors, at its meeting held on September 26, 2024, on the recommendations of the NRC, has
appointed Mr. Dinesh Kumar Agarwal (DIN: 07544757) as an Additional Director (Non-Executive), liable to retire by rotation,
with effect from October 01, 2024.

As per the provisions contained under Section 161 of the Act, Mr. Dinesh Kumar Agarwal (DIN: 07544757) holds office as
an Additional Director (Non-Executive) of the Company up to the date of ensuing AGM.

In the opinion of the Board, Mr. Dinesh Kumar Agarwal (DIN: 07544757), possess requisite qualifications, experience, expertise and
holds high standards of integrity.

Accordingly, the Board recommends the appointment of Mr. Dinesh Kumar Agarwal (DIN: 07544757) as a Director (Non-Executive)
of the Company for approval of the members and accordingly, suitable resolution proposing his appointment forms part of the Notice of
the AGM.

Suitable resolutions proposing re-appointment/appointment along with brief resumes and other related information of the directors
being re-appointed/appointed, form part of the Notice of the 31^st AGM.

Confirmation by the Company

The Company confirms that it has not made any default under Section 164(2) of the Act, as on March 31, 2025.

Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has
been no change in the circumstances which may affect their status as an Independent Director.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to registering their names in the data bank for Independent Directors maintained
by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Act, as the institute for the creation and
maintenance of data bank of Independent Directors).

The Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of
management.

In the opinion of the Board of Directors, Mr. Pillappan Amalanathan, Ms. Jayanthi Talluri and Ms. Latha Venkatesh, fulfil the conditions
specified in the Act read with the rules made thereunder and the SEBI Listing Regulations, for the office as Independent Directors of the
Company.

CESSATION

During the year under review, Mr. Sunny Chandrakumar Jain (DIN; 07544759) ceased to be the Non-Executive Director of the
Company, with effect from the closure of the business hours on September 30, 2024.

KEY MANAGERIAL PERSONNEL (KMPs)

In terms of provisions of Section 203(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
your Company had the following Key Managerial Personnel of the Company as on March 31, 2025:

1. Mr. Kalpesh Kumar, Managing Director;

2. Mr. T. Manikandan, Chief Financial Officer;*

3. Mr. Vinay Aggarwal, Company Secretary & Compliance Officer.

*Mr. Dinesh Kumar Agarwal relinquished the position of Chief Financial Officer w.e.f. May 31, 2024 & Mr. T. Manikandan was appointed as a
Chief Financial Officer and one of the Key Managerial Personnel (“KMP ”) of the Company, w.e.f. June 01, 2024.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 and
other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company, other
than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-B to this Report.

However, in terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid
particulars. The said information is available for electronic inspection during working hours up to the date of annual general meeting and
any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Disclosure under Section 197(14) of the Act

The Managing Director of your Company does not receive remuneration or commission from any of the subsidiaries of the Company.

BOARD MEETINGS

During FY25, the Board of Directors met 06 (six) times on May 22, 2024, August 13, 2024, September 26, 2024, November 08, 2024,
December 06, 2024 and February 05, 2025.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed
under the Act.

All the Directors attended all the Board meetings held during FY25.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV to the Act, a separate meeting of the Independent Directors was held on February 05, 2025,
for FY25, without the presence of executive and non-independent directors.

The meeting was conducted in a flexible manner to enable the Independent Directors inter alia to discuss matters pertaining to the
performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company
after taking inputs from the executive and non-executive directors.

The meeting of the Independent Directors was attended by all 03 (three) independent directors, namely, Mr. Pillappan
Amalanathan, Ms. Jayanthi Talluri and Ms. Latha Venkatesh

BOARD COMMITTEES

Your Company has constituted several committees of the Board which have been established as part of good corporate governance
practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31, 2025, your Board has 03 (three) mandatory committees, namely:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders’ Relationship Committee

Besides, your Board has also constituted a voluntary committee, namely, Banking & Authorization Committee (BAC), and delegated
powers relating to operational and routine business transactions.

All the recommendations made by the committees of the Board including the Audit Committee were accepted by the Board.

Audit Committee

As on March 31, 2025, the Audit Committee comprises of 03 (three) members and the constitution is as per the provisions
of section 177 of the Act as follows:

S. No.	Name	Category	Position
1.	Ms. Jayanthi Talluri	Independent Director	Chairperson
2.	Mr. Pillappan Amalanathan	Independent Director	Member
3.	Mr. Dinesh Kumar Agarwal*	Non-Executive Director	Member

* Mr. Kalpesh Kumar, Managing Director, has relinquished his position as a member of the Audit Committee, and Mr. Dinesh Kumar Agarwai,
Non-Executive Director, has been inducted as a member of the Audit Committee, w.e.f. October 01, 2024, by the Board of Directors at its
meeting held on September 26, 2024.

All members of the Audit Committee are financially literate and have experience in accounting and financial management expertise.
The Company Secretary acts as Secretary to the Audit Committee.

During FY25, 04 (four) meetings of the Audit Committee were held on May 22, 2024, August 13, 2024, November 08, 2024 and
February 05, 2025.

All the members of the Audit Committee attended the Audit Committee meetings held during FY25.

Upon invitation, the CFO and the Statutory Auditors of the Company attended the meetings of the Audit Committee.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

Reporting of Internal Auditor

Independent team of Internal Auditors, M/s. ASDS & Associates, Chartered Accountants (FRN: 016706S), are carrying out internal
audits and advising the management on strengthening of internal control systems.

The reports are periodically discussed internally. Significant audit observations, findings and corrective actions thereon are presented
to the Audit Committee.

Nomination and Remuneration Committee (NRC)

As on March 31, 2025, the Nomination and Remuneration Committee comprises of 03 (three) members and the constitution is as per
the provisions of Section 178 of the Act, as follows: -

S. No.	Name	Category	Position
1.	Mr. Jayanthi Talluri	Independent Director	Chairperson
2.	Mr. Pillappan Amalanathan	Independent Director	Member
3.	Mr. Anil Jain	Non-Executive Director	Member

The Company Secretary acts as Secretary to the NRC.

During FY25, 03 (Three) meetings of the NRC were held on May 22, 2024, August 13,2024 and September 26, 2024.

All members of the Nomination and Remuneration Committee attended the meeting dated August 13, 2024, September 26, 2024.
Mr. Anil Jain was given leave of absence for the NRC meeting dated May 22, 2024, held during FY25.

Nomination and Remuneration Committee, amongst others, is responsible for determining the Company’s policy on recruitment and
remuneration of Directors/ KMPs, Senior Management Personnel and other employees of the Company.

Remuneration Policy

Pursuant to provisions of Section 178 of the Act, the Nomination and Remuneration Committee (‘NRC’) of your Board has formulated
a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining
qualifications, positive attributes, independence of a director, key managerial personnel, senior management personnel and other
employees of your Company.

The NRC has also developed the criteria for determining the qualifications, positive attributes, and independence of Directors and for
making payments to executive and non-executive directors and senior management personnel of the Company.

During the year under review, there was no change in the Remuneration Policy, except to the extent required to be aligned with the
changes in the statutory provisions.

The detailed Policy is available on the Company’s website at: https://refexrenewables.com/reports/policies/remuneration policy.pdf
Remuneration to Executive and Non-Executive Directors

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and also remuneration
based on net profit (variable component) to its Managing Director.

Annual increments, if any, are recommended by the NRC within the salary scale approved by the Board and the shareholders of the
Company.

The Board of Directors, on the recommendation of the NRC, decides the variable component payable to the Managing Director out
of the net profits for the financial years and within the ceilings prescribed under the Act, considering the criteria such as the market
standards, financial performance, liquidity etc. of the Company.

Details of fixed components & performance linked incentives

The remuneration of Managing Director comprises fixed components and performance linked incentive (Variable Pay) which is paid
as per the Remuneration Policy, and subject to the approval of NRC. No profit-based commission has been paid to the Managing
Director for FY25.

Criteria of making payments to Non-Executive Directors

The Non-Executive Directors are entitled to sitting fees for attending meetings of the Board and/or its committees.

Disclosure of ‘Loans & advances and guarantee to firms/companies in which directors are interested’ (as stipulated under
Section 185 of the Act) by name and amount

During FY25, there are no loans or advances or guarantee provided by the Company and its subsidiaries to firms/ companies in which
directors were interested.

Stakeholders’ Relationship Committee (SRC)

As on March 31, 2025, the Stakeholders’ Relationship Committee (SRC) comprises of 03 (three) members and the constitution is as
per the provisions of Section 178 of the Act, as follows: -

S. No.	Name	Category	Position
1.	Mr. Pillappan Amalanathan	Independent Director	Chairperson
2.	Mr. Dinesh Kumar Agarwal*	Non-Executive Director	Member
3.	Mr. Anil Jain	Non-Executive Director	Member

*Mr. Sunny Chandrakumar Jain resigned from the Board with effect from September 30, 2024, ceasing his position in the Stakeholders''
Relationship Committee and Mr. Dinesh Kumar Agarwal has been inducted as a member of the Stakeholders'' Relationship Committee,
with effect from October 01, 2024.

The Company Secretary acts as Secretary to the SRC.

During FY25, 01 (one) meeting of the SRC was held on March 26, 2025, which was attended by all the members of the SRC.

This Committee particularly looks into the investors grievances and oversees the performance of the Share Department/ Share
Transfer Agent and to ensure prompt and efficient investors’ services.

Nature of Complaints and Redressal Status

During FY25, the complaints and queries received by the Company were general in nature, which include issues relating to non¬
receipt of annual reports, shares, transfer/ transmission of shares, loss of shares etc. and were resolved to the satisfaction of the
shareholders.

There were no investor grievances remaining unattended/pending as at March 31, 2025.

The Company has designated Mr. Vinay Aggarwal, the Company Secretary & Compliance Officer of the Company, as the Compliance
Officer & Nodal Officer for handling investors grievances.

Composition of Committees

During the year under review, the composition of various committees of the Board of Directors of the Company was as follows:

S. No.	Name of the Committee	Composition
		Name of Member	Position
1.	Audit Committee	Ms. Jayanthi Talluri, ID Mr. Pillappan Amalanathan, ID Mr. Dinesh Kumar Agarwal, NED	Chairperson Member Member
2.	Nomination & Remuneration Committee	Ms. Jayanthi Talluri, ID Mr. Pillappan Amalanathan, ID Mr. Anil Jain, NED	Chairperson Member Member
3.	Stakeholder’s Relationship Committee	Mr. Pillappan Amalanathan, ID Mr. Dinesh Kumar Agarwal, NED Mr. Anil Jain, NED	Chairperson Member Member
4.	Banking & Authorization Committee	Mr. Kalpesh Kumar, MD Mr. Anil Jain, NED Mr. Dinesh Kumar Agarwal, NED	Chairperson Member Member

PERFORMANCE EVALUATION

The Act mandates formal annual evaluation by the Board of its own performance and that of its committees and individual Directors.

Schedule IV to the Act provides that the performance evaluation of Independent Directors shall be done by the entire Board of
Directors, excluding the Directors being evaluated.

Pursuant to the provisions of the Act read with relevant rules issued thereunder and the Circular issued by the Securities and
Exchange Board of India (SEBI) on January 05, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual
performance of the Directors/ Board/Committees was carried out for FY25.

The parameters for the performance evaluation of the Board, inter-alia, include performance of the Board on deciding long term
strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and
dissenting suggestions, etc.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of above parameters.

The performance of the Committees was evaluated after seeking inputs from the Committee members on the basis of criteria such
as the composition of Committees, effectiveness of Committee meetings, etc.

NRC reviewed the performance of the Individual Directors, the Committees of the Board and the Board as a whole.

A questionnaire for the evolution of the Board, its committees and the individual members of the Board, covering various aspects
of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and
functioning, adherence to good practices of corporate governance was sent to the Directors.

In a separate meeting of the Independent Directors, performance of Non-Independent Directors and the Board as a whole was
evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

Basis the feedback received on questionnaire from all the Directors, the performance of the Board as a whole, Committees of the
Company and individual directors was found satisfactory.

The Directors expressed their satisfaction with the evaluation process.

Pursuant to the requirements under Section 134(5) of the Act, the Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year March 31, 2025 and of the loss of your Company for that year;

iii. The Directors had 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;

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.

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

DIRECTORS AND OFFICERS (‘D&O’) INSURANCE

During the year, your Company did not procure any Directors and Officers (‘D&O’) Insurance for its Directors, KMPs and members of
the Senior Management, as it is not required to avail any such policy.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable
provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with its related parties during the year were in ordinary course of business and on arm’s
length basis and in compliance of the provisions of Section 177 read with Section 188 of the Act.

During FY25, the Company had not entered into any arrangement/transaction with related parties which could be considered
material as stipulated under the provisions Section 188(1) of the Act read with relevant rules made thereunder and accordingly, no
information is required to be given in the prescribed form AOC-2.

Further, the details of the related party transactions as per IND AS-24 are set out in Note No. 31 to the Standalone Financial Statements
of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company doesn’t fulfil the criteria as stipulated under Section 135(1) of the Act read with rules thereunder and therefore, the
provisions of Corporate Social Responsibility (‘CSR’) are not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan
or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements (please
refer to Note Nos. 06, 11 & 36 to the Standalone Financial Statements) in compliance of Section 186(4) read with Section 134(3)(g) of
the Act.

S.No	Particulars	Amount (? in crores)
1.	Loans given	7.86
2.	Guarantees given	Nil
3.	Investments made	6.12

POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of the SEBI Listing Regulations, your Board has framed a Policy on the
Preservation of documents and Archival of documents.

This is intended to provide guidelines for the retention of records and preservation of relevant documents for a duration after which
the documents shall be archived.

This said policy is available at the Company’s website, at the following web link:
https://refexrenewables.com/reports/policies/RRIL-Policv-for-Preservation-Archival-of-Documents.pdf

Statutory Auditors & their Report

M/s VKAN & Associates, Chartered Accountants (FRN: 014226S) were appointed as Statutory Auditors for one term of 05 (five)
consecutive years, at the 25^th AGM of the Company, held on September 26, 2019, for auditing the accounts of the Company
from the financial year 2019-20 to 2023-24.

The office of the existing statutory auditors, namely, M/s VKAN & Associates, Chartered Accountants (FRN: 014226S), was going to
be vacated w.e.f. September 27, 2024.

In view of the above provisions, the Board, in its meeting held on August 13, 2024, on the recommendation of the Audit Committee,
recommended the appointment of M/s A B C D & Co. LLP (“ABCD”), Chartered Accountants (FRN: 016415S) as Statutory Auditors of
the Company, for a period 05 (five) consecutive years, to hold office from the conclusion of this 30^th AGM till the conclusion
of the 35^th AGM to be held in the year 2029, to conduct audit of the books of accounts of the Company from financial year 2024-25
till financial year 2028-29, which was approved by the shareholders in their 30^th AGM held on September 27, 2024.

M/s. A B C D & Co. LLP, Chartered Accountants, Statutory Auditors have issued an unmodified audit report on the standalone financial
statements and have confirmed that the financial statements, represent a true and fair view of the state of affairs of the Company.

However, the Statutory Auditors have issued audit report with modified opinion on the consolidated financial statements and have
confirmed that the financial statements, represent a true and fair view of the state of affairs of the Company.

The Auditor’s Report on the Consolidated Financial Results is qualified in respect of the matters, stated below, in relation to two
subsidiaries, viz., Ishaan Solar Power Private Limited and SEI Tejas Private Limited:

“Liabilities aggregating to INR 449.43 lakhs lying outstanding as at March 31, 2025 sufficient appropriate audit evidence is not available
to corroborate the management’s assessment of such obligations. Moreover, during the previous years based on the Management''s
assessment and conclusion, liabilities aggregating to INR 1,125.00 lakhs have been written back and taken as income which is also not
supported by sufficient appropriate audit evidence.

Consequently, we are unable to determine whether any adjustments might be necessary to the outstanding liabilities and are also unable
to comment on the appropriateness of the accounting adjustments relating to liabilities written back during the previous years along with
the corresponding impact arising out of both matters in income tax, net loss and shareholders'' funds as disclosed in the Statement."

The above-mentioned balances and classes of transactions do not have sufficient appropriate audit evidence to corroborate the
management’s assessment of such obligations. Hence, Auditors are unable to determine whether any adjustment might be necessary
to such amounts and the corresponding impact on results, net worth and liabilities as disclosed in the consolidated financial results.

Management’s Comments:

The Management is currently carrying out necessary reconciliations of such liabilities with the corresponding underlying
document/ contracts and other relevant information. Suitable adjustments arising out of such reconciliation, if any, will be
incorporated once such exercise is complete.

The qualification on the consolidated financial results was repetitive and continued from the financial year 2018-19.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the
Act.

Cost Records & Cost Audit

Your Company is not required to maintain cost accounts and records as specified by the Central Government under sub-section (1)
of Section 148 of the Act and the relevant rules made thereunder.

Further, the requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, is also not applicable for the
business activities carried out by the Company.

Secretarial Auditors & their Report

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company had re-appointed M/s A. Mohan Kumar & Associates, a practicing company secretary firm
[represented by its founding partner Mr. A. Mohan Kumar, bearing ICSI Membership No: FCS-4347 and C.P. No. 19145], for conducting
the Secretarial Audit of your Company for FY25.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed as Annexure-C to this Report.
The Report does not contain any qualification, reservation or adverse remarks.

The Company has appointed M/s. ASDS & Associates, Chartered Accountants (FRN: 016706S), as Internal Auditor of the Company,
to ensure the effective functioning of internal financial controls and check whether the financial transaction flow in the organization
is being done based on the approved policies of the Company.

The Management based, on the internal audit observations gives its comments to the Audit Committee.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during FY25.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the
banks or financial institutions.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

During FY25, there are no agreements which required to be disclosed as per clause 5A of paragraph A of Part A of Schedule III
to the SEBI Listing Regulations.

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

The details of energy conservation, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)
(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are as under:

Conservation of Energy & Technology Absorption:

The Company is not engaged in any manufacturing activity which involves energy intensive processes.

Further, the Company is in the business of establishing/constructing projects of the solar power generation and related activities,
which itself is a domain of renewables and green energy and environment friendly.

The Company has taken sufficient steps towards general energy saving techniques and conservation.

There is no technology imported by the Company, hence, no information regarding absorption is involved.

Foreign Exchange Earnings and Outgo:

Particulars	FY25 (? in ‘000)	FY24 (? in ‘000)
Foreign exchange earned in terms of actual inflows	-	-
Foreign exchange outgo in terms of actual outflows	2,292.98	244.30

ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2025, in prescribed e-form MGT-7 in accordance with Section 92(3) read
with Section 134(3)(a) of the Act, is available on the Company’s website at:
https://refexrenewables.com/pdf/RRIL-Draft-Annual-Return-2024-25.pdf

Further, the Annual Return (e-form MGT-7) for FY25 shall be filed by the Company with the Registrar of Companies, Chennai, within
the stipulated period and the same can also be accessed thereafter on the Company’s website at:
https://refexrenewables.com/investor-relations.php

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS AFFECTING THE
GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There is no significant/material order passed by the regulators, courts, or tribunals affecting the going concern status and the
Company’s operations in the future.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and formulated a Whistle-Blower Policy, which is in compliance with the provisions
of Section 177(9) & (10) of the Act to deal with instances of fraud and mismanagement if any.

The Company, through this Policy, envisages to encourage the directors and employees of the Company to report to the appropriate
authorities any unethical behavior, improper, illegal, or questionable acts, deeds, actual or suspected fraud or violation of the
Company’s Codes of Conduct for the directors and the senior management personnel.

During FY25, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns if any.

The Policy on Vigil Mechanism / Whistle-Blower Policy may be accessed on the Company’s website at the link:
https://refexrenewables.com/reports/policies/RRIL-Whistle-Blower-Policv-Viqil-Mechanism.pdf

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of its operations.
During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial
controls over financial reporting as of March 31, 2025, and are operating effectively.

Your Company has appointed a practicing-chartered accountant firm as an Internal Auditor, to ensure the effective functioning of
internal financial controls and check whether the financial transaction flow in the organization is being done based on the approved
policies of the Company.

The Management based, on the internal audit observations gives its comments to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free
of sexual harassment and discrimination on the basis of gender.

Refex group has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder (“POSH Act”).

Refex group has also set up Internal Complaints Committee(s) (‘ICCs’) for each workplace, which is in compliance with the requirement
of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry
process with clear timeline.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

All employees in the organization are being made to attend the POSH awareness sessions which also covers gender sensitization.
There was no complaint received from any employee during FY25
STATEMENT ON MATERNITY BENEFIT COMPLIANCE

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961.

The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity
benefits, including paid leave, job protection, and other entitlements as mandated under the Act.

LISTING

The Equity Shares of the Company are listed on BSE Limited, 25th Floor, PJ. Towers, Dalal Street, Fort, Mumbai -400001, Maharashtra.
The Scrip Code allotted by BSE is 531260.

The Company has paid annual listing fee for FY 2025-26 to the BSE Limited.

DEPOSITORY SYSTEM

As members are aware, the Company’s shares are compulsorily tradable in the electronic form.

As on March 31, 2025, 92.85% of the Company’s total paid-up capital were in dematerialized form.

In view of the numerous advantages offered by the Depository System, members holding shares in physical mode are advised to
avail of the facility of dematerialization on either of the Depositories (NSDL or CDSL).

The ISIN allotted to the equity shares of the Company is INE332F01018.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit.

The Company had not obtained any credit rating from any agencies during the year under review.

MATERIAL CHANGES AFFECTING THE COMPANY

Change in nature of business

The Company has not undergone any change in the nature of the business during FY25.

Material changes and commitments, if any, affecting the financial position of the Company.

There were no adverse material changes or commitments that occurred between the end of the financial year and the date of this
report, which may affect the financial position of the Company or may require disclosure.

The impact on the financial results for the year ended March 31, 2025 because of any events and developments beyond the date of
this report may differ from that estimated as at the date of approval of this Report and will be recognized prospectively.

RISK MANAGEMENT

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no
element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending
upon the prevailing situation.

A detailed report on significant risks and mitigation is forming part of Management Discussion and Analysis.

GENERAL SHAREHOLDERS’ INFORMATION

No. of shares	No. of Shareholders *	Percentage	No. of Equity Shares	Percentage
Up to 500	2257	89.42	1,63,068	3.63
501 to 1,000	136	5.39	1,05,745	2.36
1,001 - 2,000	54	2.14	82,980	1.85
2,001 - 3,000	21	0.83	50,250	1.12
3,001 - 4,000	9	0.36	31,326	0.7
4,001 - 5,000	4	0.16	17,858	0.4
5,001 - 10,000	23	0.91	1,68,746	3.76
Above 10,000	20	0.79	38,69,927	86.19
Grand Total	2,524	100.00	44,89,900	100.00

No. of shareholders whose shares as on March 31, 2025 are in Physical & Demat form:	No. of Shareholders *	Percentage
In Physical Form	302	07.14
In Dematerialized Form	2,556	92.85
Total	2,858	100.00

SIGNIFICANT DEVELOPMENTS

The Company has disclosed all developments happened during the year under review, in this Annual Report.

REPORTING PRINCIPLE

The Financial and Statutory Data presented in this Report is in line with the requirements of the Companies Act, 2013 (including the
rules made thereunder), Indian Accounting Standards (Ind AS) and the applicable Secretarial Standards (SS).

REPORTING PERIOD

The Financial Information is reported for the period April 01, 2024 to March 31, 2025. Some parts of the Non-Financial Information
included in this Board’s Report are provided as on the date of this Report.

PERSONNEL

Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels
and for their dedication and loyalty, which has been critical for the Company’s success.

ACKNOWLEDGEMENTS

Your Company’s organizational culture upholds professionalism, integrity and continuous improvement across all functions as well
as efficient utilization of the Company’s resources for sustainable and growth.

Your directors wish to place on record their appreciation for the valuable co-operation and support received from
Ministry of Railways, Ministry of Defence, Government of India, Governments of various States/ Union Territories and other
stakeholders such as, shareholders, customers and suppliers, among others.

The Directors thank HDFC Bank Limited, Tata Capital Limited, Power Finance Corporation Limited, Indian Renewable Energy
Development Agency Limited, Saraswat Co-operative Bank Limited and other banks for all co-operations, facilities and support they
have extended to the Company as a whole.

Your directors acknowledge the continued trust and confidence you have reposed in the Company. The Directors look forward to
their continued support in future.

GREEN INITIATIVE

Pursuant to Section 101 and 136 of the Act read with the Companies (Management and Administration) Rules, 2014 and the Companies
(Accounts) Rules, 2014, the Company can send Notice of Annual General Meeting, Financial Statements and other communication
in electronic forms.

Your Company is sending the Annual Report including the Notice of Annual General Meeting, Audited Financial Statements,
Directors’ Report along with their annexures etc. in the electronic mode to the shareholders who have registered their E-mail IDs with
the Company and/or their respective Depository Participants (“DPs”).

Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses, so that all
communication with them can be made in electronic mode and we can make some contribution to protect the environment.

Those holding shares in demat form can register their e-mail addresses with their concerned DPs.

Shareholders who hold shares in physical form are requested to register their e-mail addresses with the Company/RTA, by sending
a letter, duly signed by the first/sole holder quoting details of Folio Number.

For and on behalf of the Board of Directors of
Refex Renewables & Infrastructure Limited

Kalpesh Kumar Anil Jain

Managing Director Director

DIN: 07966090 DIN: 00181960

Place: Madurai Place: Chennai

Date: August 07, 2025 Date: August 07, 2025

---

Mar 31, 2024

Your Board of Directors has pleasure in presenting the 30^th (thirtieth) Annual Report of your Company together with the Audited Financial Statements (standalone & consolidated) for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The key financial highlights for the financial year 2023-24 ("FY24") are as follows:

(§ in 000''s)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations (Net)	2,06,037	3,53,186	7,60,920	7,66,432
Other Income	10,118	64,541	67,844	2,00,911
Total Income	2,16,155	4,17,727	8,28,764	9,67,343
Expenditure (other than Tax)	2,87,404	5,51,630	10,24,374	11,93,022
Exceptional Items	-	-	1,12,399	-
Profit / (Loss) before Tax	(71,249)	(1,33,903)	(83,211)	(2,25,679)
Provision for Income Tax	(1,012)	-	9,067	47,030
Provision for Deferred Tax	-	-	2,51,880	28,146
Profit / (Loss) after Tax	(70,237)	(1,33,903)	(3,44,158)	(3,00,855)
Earnings Per Share (§) (Basic & Diluted)	(15.52)	(30.02)	(76.42)	(67.18)
Net Fixed Assets	8,698	10,705	41,63,119	41,98,690
EBITDA Margins (%)	(13.48)	(17.61)	52	37
PAT Margins (%)	(34.09)	(37.91)	(45)	(39)
D/E Ratio (In times)	(0.97)	(1.62)	55	12.60

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries, for the financial year ended March 31, 2024, are prepared in accordance with Indian Accounting Standards (Ind AS), prescribed by the Institute of Chartered Accountants of India (ICAI) and as notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as the “Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 of the Act read with Schedule III thereto and the Companies (Accounts) Rules, 2014, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “SEBI Listing Regulations") and applicable Indian Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY24, together with the Auditors'' Report form part of this Annual Report.

COMPANY PERFORMANCE

During the year under review, the Company achieved a standalone turnover of §2,060.37 lakh as against §3,531.86 lakh during previous year registering a decline of ~42%.

The Company has achieved a consolidated turnover of §7,609.20 lakh as against §7,664.32 lakh during previous year registering a miniscule decline of ~0.72%.

The Company has reported a loss of §702.37 lakh as against a loss of §1,339.03 lakh during previous year with a decrease in loss of §636.66 lakh over the previous year on standalone basis.

The Company has reported a loss of §3,441.58 lakh as against a loss of §3,008.55 lakh during previous year with an increase in loss of §433.03 lakh over the previous year, on consolidated basis.

COMPLIANCE CERTIFICATE

In terms of Regulation 17(8) of the SEBI Listing Regulations, the Managing Director and the Chief Financial Officer of the Company have given Compliance Certificate to the Board on financial reporting and internal controls, as mentioned under Part B of Schedule II to the SEBI Listing Regulations.

OPERATIONS

Highlights of your Company''s operations and state of affairs for FY24 are included in the Management Discussion and Analysis Report, capturing your Company''s performance, industry trends and other material changes with respect to your Company, wherever applicable and forms part of this Annual Report.

DIVIDEND

In view of accumulated losses, the Board of Directors has not recommended any dividend on equity shares during the year under review.

TRANSFER TO GENERAL RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserves, as the Company had not made any profit, during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (lEPF)

The Company has not distributed any amount as dividend during the previous financial years, and hence no instance arises for unclaimed/unpaid dividend.

Therefore, no amounts and shares were required to be transferred to the Investor Education and Protection Fund (“IEPF") set up by the Government of India.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

There is no unclaimed or unpaid deposit lying with the Company.

SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE Authorized Share Capital

As on March 31, 2024, the Authorized Share Capital of your Company stood at ^20,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore only) equity shares of face value of ?10/- (Rupees Ten only) each.

Paid-up Share Capital

As on March 31, 2024, the Paid-up Equity Share Capital of your Company stood at ^4,48,99,000/- (Rupees Four Crore Forty-Eight Lakh and Ninety- Nine Thousand only) comprising of 44,89,900 (Forty-Four Lakh Eighty-Nine and Nine Hundred only) equity shares of face value of gfi0/- (Rupees Ten only) each.

There are no convertible securities issued in the Company, as on the date of this Report.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

EMPLOYEES'' LONG TERM INCENTIVE PLAN

The Nomination and Remuneration Committee and the Board of Directors of the Company, in their respective meetings held on August 10, 2022, has formulated and approved a new employee stock option scheme, namely, RRIL - Employees Stock Option Scheme 2022 (“RRIL ESOS 2022"), which is in compliance of the latest provisions of the law and regulations.

During the financial year ended March 31, 2024, your Company has granted 1,02,601 ESOPs, in terms of the RRIL ESOS 2022, pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations").

Further, your Company, has not made any allotment of equity shares, since no application for exercise has been received during the year under review.

Applicable disclosures as stipulated under Regulation 14 read with Part F of Schedule-I to the SEBI SBEB & SE Regulations with regard to the RRIL ESOS 2022, are provided as Annexure - A to this Report.

Your Company has obtained a Certificate from Mr. Mohan Kumar, Company Secretary in whole-time practice, having ICSI Membership No. FCS-4347 and COP No. 19145, the Secretarial Auditor of the Company, that the RRIL ESOS, 2022, for grant of stock options has been implemented in accordance with the SEBI SBEB & SE Regulations and the resolution passed by the members in their 28th Annual General Meeting held on September 30, 2022.

The said Certificate would be placed at the ensuing annual general meeting for inspection by the members.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2024, your Company has 03 (three) subsidiaries and 21 (twenty one) step-down subsidiaries as follows:

Subsidiaries:

1. Refex Green Power Limited

2. SEI Solartech Private Limited

3. Ishaan Solar Power Private Limited

Step-down Subsidiaries:

4. Athenese Energy Private Limited

5. Broil Solar Energy Private Limited

6. Engender Developers Private Limited

7. Flaunt Solar Energy Private Limited

8. Kiln Solar Energy Private Limited

9. Refex Green Energy Limited (incorporated w.e.f. February 19, 2024)

10. Refex Sustainability Solutions Private Limited (formerly SIL Mercury Solar Private Limited)

11. Scorch Solar Private Limited

12. SEI Tejas Private Limited

13. Sherisha Rooftop Solar SPV Four Private Limited

14. Sherisha Rooftop Solar SPV Three Private Limited

15. Sherisha Solar SPV Two Private Limited

16. Singe Solar Energy Private Limited

17. Sourashakthi Energy Private Limited

18. Spangle Energy Private Limited

19. STPL Horticulture Private Limited

20. Swelter Energy Private Limited

21. Taper Solar Energy Limited

22. Torrid Solar Power Private Limited

23. Wither Solar Energy Private Limited

24. Sherisha Solar LLP

During the year under review, Refex Green Energy Limited was incorporated, w.e.f. February 19, 2024, as a wholly-owned subsidiary of Refex Green Power Limited, a direct wholly-owned subsidiary.

Further, 01 (one) wholly-owned subsidiary company, namely, SIL Power Storage Solutions Private Limited and 05 (five) step-down subsidiaries, namely:

1. Sherisha Bikaner Solar Power Private Limited;

2. Sherisha Rooftop Solar SPV Five Private Limited;

3. SunEdison Rooftop Solar SPV 6 Private Limited;

4. SIL Jupiter Solar Private Limited;

5. SIL Neptune Solar Private Limited

are under the process of striking-off and have filed necessary forms with the concerned Registrar of Companies.

A statement containing the salient features of the financial statements of the subsidiary companies of the Company in the prescribed form AOC-1, forms part of the Consolidated Financial Statements (CFS) in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.

The said form also highlights the financial performance of each of the subsidiaries, included in the CFS of the Company, pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Section 136 of the Act, standalone and consolidated financial statements along with the relevant documents and separate audited accounts in respect of the subsidiaries of the Company are available in the website of the Company at the weblink: https://refexrenewables.com/investor-relations.php.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES

The Company regularly monitors the performance of the subsidiary companies. There has been no material change in the nature of the business of the subsidiary companies.

CORPORATE GOVERNANCE

Your Company is committed to maintain the quality standards of Corporate Governance. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company.

In terms of Regulation 15(2)(a) of the SEBI Listing Regulations, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V shall not apply in respect of a listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Since, the paid-up equity share capital and net worth were not exceeding the aforesaid stipulated thresholds, as on the last day of the previous financial year, accordingly, the compliance with corporate governance provisions is not applicable to the Company and therefore, your Company is not required to submit corporate governance report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (“MD&A") for FY24, giving a detailed analysis of the Company''s operations and other information, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

As on March 31, 2024, your Board comprises of 05 (five) Directors, out of which, 02 (two) are independent including 01 (one) woman director, 02 (two) are non-executive directors and 01 (one) is managing director, as follows:

S. No.	Name	DIN	Designation
1.	Mr. Kalpesh Kumar	07966090	Managing Director
2.	Mr. Anil Jain	00181960	Non-Executive Director
3.	Mr. Sunny Chandrakumar Jain	07544759	Non-Executive Director
4.	Ms. Jayanthi Talluri	09272993	Independent Director
5.	Mr. Pillappan Amalanathan	08730795	Independent Director

RE-APPOINTMENTS / APPOINTMENTS

During the year under review, Mr. Anil Jain (DIN: 00181960) who retired by rotation, was re-appointed as a Director (Non-Executive) of the Company at the 29^th AGM of the Company held on September 29, 2023.

Further, the shareholders in their 29^th AGM held on September 29, 2023, approved the appointment of Mr. Sunny Chandrakumar Jain (DIN: 07544759) as Non-Executive Director, liable to retire by rotation and Ms. Talluri Jayanthi (DIN: 09272993) as an Independent Director of the Company, for first term of 05 years, w.e.f. February 14, 2023 till February 13, 2028, not liable to retire by rotation.

Mr. Kalpesh Kumar (DIN: 07966090)

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Kalpesh Kumar (DIN: 07966090), Director (Executive), designated as Managing Director of the Company, retires by rotation in the ensuing AGM and being eligible offers himself for re-appointment.

Further, Mr. Kalpesh Kumar was re-appointed as Managing Director (KMP) by the Board in its meeting held on September 06, 2021, which was approved by the members at their 27^th AGM held on September 30, 2021, for a second term of 03 (three) years with effect from September 26, 2021 till September 30, 2024.

The current term of appointment of Mr. Kalpesh Kumar, as a Managing Director of the Company, shall expire on September 30, 2024.

Based on the skills, experience, knowledge and positive outcome of performance evaluation and the substantial contribution made by Mr. Kalpesh Kumar, during his tenure as Managing Director of the Company, tremendous personal efforts made by the incumbent, despite tough competition amongst the Company''s competitors and dynamic changes in solar and renewables sector and the world at large, your Board of Directors, in its meeting held on August 13, 2024, on the recommendations of the Nomination & Remuneration Committee (“NRC"), approved and recommended to the shareholders, the re-appointment & remuneration of Mr. Kalpesh Kumar as Managing Director, liable to retire by rotation and a Key Managerial Personnel, for a period of consecutive 03 (three) years commencing from October 01, 2024 to September 30, 2027.

Mr. Pillappan Amalanathan (DIN: 08730795)

Mr. Pillappan Amalanathan (DIN: 08730795) was appointed as an Independent Director with effect from June 16, 2020, by the shareholders of the Company, in their 26^th AGM held on December 29, 2020, to hold office for a term of 05 (five) years commencing from June 16, 2020 to June 15, 2025, not liable to retire by rotation.

Mr. Pillappan Amalanathan holds office as an Independent Director of the Company up to June 15, 2025 (“First Term") in line with the explanation to Sections 149(10) and 149(11) of the Act.

Pursuant to the recommendation of the NRC, the Board, in its meeting held on August 13, 2024, approved the re-appointment of Mr. Pillappan Amalanathan as an Independent Director, not liable to retire by rotation, for a second term of consecutive 05 (five) years commencing from June 16, 2025 to June 15, 2030, based on his skills, experience, knowledge and positive outcome of performance evaluation done by the NRC and the contribution made by him during his tenure and is of the view that continued association of Mr. Pillappan Amalanathan as an Independent Director of the Company would be immensely beneficial to the Company and it is desirable to avail his services as an Independent Director.

Accordingly, the Board recommends the re-appointment of Mr. Pillappan Amalanathan as an Independent Director of the Company for approval of the members by way of a special resolution and accordingly, suitable resolution proposing his re-appointment forms part of the Notice of the 30^th AGM.

Ms. Latha Venkatesh (DIN: 06983347)

The Board of Directors, at its meeting held on August 13, 2024, on the recommendations of the NRC, has appointed Ms. Latha Venkatesh (DIN: 06983347) as an Additional Director (Independent), not liable to retire by rotation, with effect from August 14, 2024 till August 13, 2029, for first term of 05 (five) years, subject to approval of the shareholders by way of a special resolution, in the ensuing AGM.

As per the provisions contained under Section 161 of the Act, Ms. Latha Venkatesh holds office as an Additional Director (Independent) of the Company up to the date of ensuing AGM.

In the opinion of the Board, Ms. Latha Venkatesh (DIN: 06983347), possess requisite qualifications, experience, expertise and holds highest standards of integrity.

Further, Ms. Latha Venkatesh has registered her name in the Independent Director''s Databank, maintained by the Indian Institute of Corporate Affairs and has paid requisite fee for registration of her name in the Database.

Accordingly, the Board recommends the appointment of Ms. Latha Venkatesh as an Independent Director of the Company for approval of the members by way of a special resolution and accordingly, suitable resolution proposing her appointment forms part of the Notice of the AGM.

Suitable resolutions proposing re-appointment/appointment along with brief resumes and other related information of the directors being re-appointed/appointed, form part of the Notice of the 30^th AGM.

Confirmation by the Company

The Company confirms that it has not made any default under Section 164(2) of the Act, as on March 31, 2024.

Declaration by Independent Directors

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 Act and the SEBI Listing Regulations.

The Independent Directors of the Company have also registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Act, as the institute for the creation and maintenance of data bank of Independent Directors).

The Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

In the opinion of the Board of Directors, Mr. Pillappan Amalanathan, Ms. Jayanthi Talluri and Ms. Latha Venkatesh, fulfil the conditions specified in the Act read with the rules made thereunder and the SEBI Listing Regulations, for the office as Independent Directors of the Company.

CESSATION

No individual has ceased to be a director on the Board of your Company during the year under review.

KEY MANAGERIAL PERSONNEL (KMPS)

In terms of provisions of Section 203(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had the following Key Managerial Personnel of the Company as on March 31, 2024:

1. Mr. Kalpesh Kumar, Managing Director;

2. Mr. Dinesh Kumar Agarwal, Chief Financial Officer;*

3. Mr. Vinay Aggarwal, Company Secretary & Compliance Officer.

There is no change in the KMPs during the year under review.

*Mr. Dinesh Kumar Agarwal relinquished the position of Chief Financial Officer w.e.f. May 31, 2024 & Mr. T Manikandan has been appointed as a Chief Financial Officer and one of the Key Managerial Personnel (“KMP") of the Company, w.e.f. June 01, 2024.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-B to this Report.

However, in terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid particulars. The said information is available for electronic inspection during working hours up to the date of annual general meeting and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Disclosure under Section 197(14) of the Act

The Managing Director of your Company does not receive remuneration or commission from any of the subsidiaries of the Company.

BOARD MEETINGS

During FY24, the Board of Directors met 05 (five) times on May 24, 2023, August 11, 2023, September 12, 2023, November 07, 2023 and February 13, 2024.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed under the Act.

All the Directors attended all the Board meetings held during FY24.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV to the Act, a separate meeting of the Independent Directors was held on February 13, 2024, for FY24, without the presence of executives and non-independent directors.

The meeting was conducted in a flexible manner to enable the Independent Directors inter alia to discuss matters pertaining to the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company after taking inputs from the executive and non-executive directors.

The meeting of the Independent Directors was attended by both independent directors, namely, Mr. Pillappan Amalanathan and Ms. Jayanthi Talluri.

BOARD COMMITTEES

Your Company has constituted several committees of the Board which have been established as part of good corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31, 2024, your Board has 03 (three) mandatory committees, namely:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders'' Relationship Committee

Further, your Board has also constituted one committee, namely, Banking & Authorization Committee and delegated various powers to it for day-to-day affairs and operational matters.

All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

Audit Committee

As on March 31, 2024, the Audit Committee comprises of 03 (three) members and the constitution is as per the provisions of section 177 of the Act as follows: -

S. No.	Name	Category	Position
1.	Ms. Jayanthi Talluri	Independent Director	Chairperson
2.	Mr. Pillappan Amalanathan	Independent Director	Member
3.	Mr. Kalpesh Kumar	Managing Director	Member

All members of the Audit Committee are financially literate and have experience in accounting and financial management expertise. The Company Secretary acts as Secretary to the Audit Committee.

During FY24, 04 (four) meetings of the Audit Committee were held on May 24, 2023, August 11, 2023, November 07, 2023 and February 13, 2024. All the members of the Audit Committee attended the Audit Committee meetings held during FY24.

Upon invitation, the CFO and the Statutory Auditors of the Company attended the meetings of the Audit Committee.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

Reporting of Internal Auditor

Independent team of Internal Auditors are carrying out internal audits and advising the management on strengthening of internal control systems.

The reports are periodically discussed internally. Significant audit observations, findings and corrective actions thereon are presented to the Audit Committee.

Nomination and Remuneration Committee (NRC)

As on March 31, 2024, the Nomination and Remuneration Committee comprises of 03 (three) members and the constitution is as per the provisions of Section 178 of the Act, as follows: -

S. No.	Name	Category	Position
1.	Mr. Jayanthi Talluri	Independent Director	Chairperson
2.	Mr. Pillappan Amalanathan	Independent Director	Member
3.	Mr. Anil Jain	Non-Executive Director	Member

The Company Secretary acts as Secretary to the NRC.

During FY24, 02 (two) meetings of the NRC were held on May 18, 2023 and September 12, 2023.

All the members of the NRC attended NRC meeting dated May 18, 2023 and Mr. Anil Jain was given leave of absence for the NRC meeting dated September 12, 2023.

Nomination and Remuneration Committee, amongst others, is responsible for determining the Company''s policy on recruitment and remuneration of Directors/ KMPs, Senior Management Personnel and other employees of the Company.

Remuneration Policy

Pursuant to provisions of Section 178 of the Act, the Nomination and Remuneration Committee (''NRC'') of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel, senior management personnel and other employees of your Company.

The NRC has also developed the criteria for determining the qualifications, positive attributes, and independence of Directors and for making payments to executive and non-executive directors and senior management personnel of the Company.

The detailed Policy is available on the Company''s website at: https://refexrenewables.com/reports/policies/RRIL-Remuneration-Policy.pdf

REMUNERATION TO EXECUTIVE AND NON-EXECUTIVE DIRECTORS

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and also remuneration based on net profit (variable component) to its Managing Director.

Annual increments, if any, are recommended by the NRC within the salary scale approved by the Board and the shareholders of the Company.

The Board of Directors, on the recommendation of the NRC, decides the variable component payable to the Managing Director out of the net profits for the financial years and within the ceilings prescribed under the Act, considering the criteria such as the market standards, financial performance, liquidity etc. of the Company.

Details of fixed components & performance linked incentives

The remuneration of managing director comprises fixed components and performance linked incentive (Variable Pay) which is paid as per the Remuneration Policy, and subject to the approval of NRC. No profit-based commission has been paid to the Managing Director for FY24.

Criteria of making payments to Non-Executive Directors

The Non-Executive Directors are entitled to sitting fees for attending meetings of the Board and/or its committees.

Disclosure of ''Loans & advances and guarantee to firms/companies in which directors are interested'' (as stipulated under Section 185 of the Act) by name and amount

During FY24, there are no loans or advances or guarantee provided by the Company and its subsidiaries to firms/ companies in which directors were interested.

Stakeholders'' Relationship Committee (SRC)

As on March 31, 2024, the Stakeholders'' Relationship Committee (SRC) comprises of 03 (three) members and the constitution is as per the provisions of Section 178 of the Act, as follows: -

S. No.	Name	Category	Position
1.	Mr. Pillappan Amalanathan	Independent Director	Chairperson
2.	Mr. Sunny Chandrakumar Jain	Non-Executive Director	Member
3.	Mr. Anil Jain	Non-Executive Director	Member

The Company Secretary acts as Secretary to the SRC.

During FY24, 01 (one) meeting of the SRC was held on March 26, 2024, which was attended by all the members of the SRC.

This Committee particularly looks into the investors grievances and oversees the performance of the Share Department/ Share Transfer Agent and to ensure prompt and efficient investors'' services.

Nature of Complaints and Redressal Status

During FY24, the complaints and queries received by the Company were general in nature, which include issues relating to non-receipt of annual reports, shares, transfer/ transmission of shares, loss of shares etc. and were resolved to the satisfaction of the shareholders.

There were no investor grievances remaining unattended/pending as at March 31, 2024.

The Company has designated Mr. Vinay Aggarwal, Company Secretary, as the Compliance Officer of the Company, for handling investors grievances.

Composition of Committees

During the year under review, the composition of various committees of the Board of Directors of the Company was as follows:

S. No.	Name of the Committee	Composition
		Name of Member	Position
1.	Audit Committee	1. Ms. Jayanthi Talluri, ID 2. Mr. Pillappan Amalanathan, ID 3. Mr. Kalpesh Kumar, MD	Chairperson Member Member
2.	Nomination & Remuneration Committee	1. Ms. Jayanthi Talluri, ID 2. Mr. Pillappan Amalanathan, ID 3. Mr. Anil Jain, NED	Chairperson Member Member
3.	Stakeholder''s Relationship Committee	1. Mr. Pillappan Amalanathan, ID 2. Mr. Sunny Chandrakumar Jain, NED 3. Mr. Anil Jain, NED	Chairperson Member Member
4.	Banking & Authorization Committee	1. Mr. Kalpesh Kumar, MD 2. Mr. Anil Jain, NED 3. Mr. Sunny Chandrakumar Jain, NED	Chairperson Member Member

ID = Independent Director; NED = Non-Executive Director; MD = Managing Director

PERFORMANCE EVALUATION

The Companies Act, 2013 mandates formal annual evaluation by the Board of its own performance and that of its committees and individual Directors.

Schedule IV to the Act provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

Pursuant to the provisions of the Act read with relevant rules issued thereunder and the Circular issued by the Securities and Exchange Board of India (SEBI) on January 05, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/ Board/Committees was carried out for FY24.

The parameters for the performance evaluation of the Board, inter-alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of above parameters. The performance of the Committees was evaluated after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

NRC reviewed the performance of the Individual Directors, the Committees of the Board and the Board as a whole.

A questionnaire for the evolution of the Board, its committees and the individual members of the Board, covering various aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to good practices of corporate governance was sent to the Directors.

In a separate meeting of the Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 of the Act, the Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit and loss of the Company for that year;

iii. The Directors had 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;

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS AND OFFICERS (''D&O'') INSURANCE

The Company has taken Directors and Officers (''D&O'') Insurance for all its Directors, KMPs and members of the Senior Management, valid till March 2024. Further, the Company is not required to avail the D&O Insurance Policy.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with its related parties during the year were in ordinary course of business and on arm''s length basis and in compliance of the provisions of Section 177 read with Section 188 of the Act.

During FY24, the Company had not entered into any arrangement/transaction with related parties which could be considered material as stipulated under the provisions Section 188(1) of the Act read with relevant rules made thereunder and accordingly, no information is required to be given in the prescribed form AOC-2.

Further, the details of the related party transactions as per IND-AS 24 are set out in Note No. 30 to the Standalone Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company doesn''t fulfil the criteria as stipulated under Section 135(1) of the Act read with rules thereunder and therefore, the provisions of Corporate Social Responsibility (''CSR'') are not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements (please refer to Note Nos. 06 & 12 to the Standalone Financial Statements) in compliance of Section 186(4) read with Section 134(3)(g) of the Act.

POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of the SEBI Listing Regulations, your Board has framed a Policy on the Preservation of documents and Archival of documents.

This is intended to provide guidelines for the retention of records and preservation of relevant documents fora duration after which the documents shall be archived. This said policy is available at the Company''s website, at the following web link: https://refexrenewables. com/reports/policies/RRII-Policy-for-Preservation-Archival-of-Documents.pdf

AUDITORS AND AUDITORS'' REPORT Statutory Auditors & their Report

M/s VKAN & Associates, Chartered Accountants (FRN: 014226S) were appointed as Statutory Auditors for one term of 05 (five) consecutive years, at the 25^th AGM of the Company, held on September 26, 2019, for auditing the accounts of the Company from the financial year 2019-20 to 2023-24.

The Auditors'' Report on Standalone Financial Statements for FY24 doesn''t contain any qualification, reservation or adverse remarks.

However, the Auditors'' Report on Consolidated Financial Statements for FY24, contains qualification, which is detailed below along with Board''s comments:

S. No.	Auditor''s Qualification	Board''s Comments
1.	The Auditor''s Report on the Consolidated Financial Results is	The management is currently carrying out necessary
	qualified in respect of the matters, stated below, in relation to	reconciliations of such liabilities with the corresponding
	two subsidiaries, viz., Ishaan Solar Power Private Limited and	underlying document/contracts and other relevant
	SEI Tejas Private Limited:	information.
	(i) Liabilities aggregating to g461.76 lakhs outstanding under	Suitable adjustments arising out of such reconciliation, if
	trade payables and other current liabilities as at March 31, 2024 (March 31, 2023 balances being g478.85 lakhs); and (ii) Liabilities written back in the previous years, aggregating to g815.60 lakhs and taken as income in such years consequently impacting the Reserves as at March 31, 2024 and March 31, 2023. The above-mentioned balances and classes of transactions do not have sufficient appropriate audit evidence to corroborate the management''s assessment of such obligations. Hence, Auditors are unable to determine whether any adjustment might be necessary to such amounts and the corresponding impact on results, net worth and liabilities as disclosed in the consolidated financial results.	any, will be incorporated once such exercise is complete.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

M/s VKAN & Associates, Chartered Accountants will be completing their present term on conclusion of this AGM, in terms of the said approval and pursuant to the provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Pursuant to the provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Company shall appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter, till the conclusion of every sixth meeting.

The members may note that in terms of Section 139(2) of the Act, inter-alia, provides that no listed company or a company belonging to such class or classes of companies as may be prescribed, shall appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years.

Further, in terms of Regulation 33(1)(d) of the SEBI Listing Regulations, the listed entity shall ensure that the limited review or audit reports submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself/ herself to the peer review process of the Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

In view of the above provisions, the Board, in its meeting held on August 13, 2024, on the recommendation of the Audit Committee, recommended the appointment of M/s ABCD & Co. ("ABCD"), Chartered Accountants (FRN: 016415S) as Statutory Auditors of the Company, for a period 05 (five) consecutive years, to hold office from the conclusion of this 30^th AGM till the conclusion of the 35^th AGM to be held in the year 2029, to conduct audit of the books of accounts of the Company from financial year 2024-25 till financial year 2028-29.

The Company has received consent and eligibility letter and Peer Review Certificate issued by the Institute of Chartered Accountants of India, from ABCD confirming that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of Section 139(1), 141(2) & (3) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Your Board has recommended their appointment and accordingly, suitable resolution with necessary disclosures as required under Regulation 36(5) of the SEBI Listing Regulations, proposing their appointment forms part of the Notice of the 30^th AGM.

Cost Records & Cost Audit

Your Company is not required to maintain cost accounts and records as specified by the Central Government under sub-section (l) of Section 148 of the Act and the relevant rules made thereunder.

Further, the requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, is also not applicable for the business activities carried out by the Company.

Secretarial Auditors & their Report

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. A. Mohan Kumar, Company Secretary in whole-time practice, having ICSI Membership No. FCS-4347 and COP No. 19145, for conducting the Secretarial Audit of your Company for FY24.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed as Annexure-C to this Report.

The Report does not contain any qualification, reservation or adverse remarks.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during FY24.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the banks or financial institutions.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

During FY24, there are no agreements which required to be disclosed as per clause 5A of paragraph A of Part A of Schedule III to the SEBI Listing Regulations.

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

The details of energy conservation, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are as under:

(a) Conservation of Energy & Technology Absorption:

The Company is not engaged in any manufacturing activity which involves energy intensive processes.

Further, the Company is in the business of establishing/constructing projects of the solar power generation and related activities, which itself is a domain of renewables and green energy and environment friendly.

The Company has taken sufficient steps towards general energy saving techniques and conservation.

There is no technology imported by the Company, hence, no information regarding absorption is involved.

(r) Foreign Exchange Earnings and Outgo:

Particulars	FY24 (? in ''000)	FY23 (? in ''000)
Foreign exchange earned in terms of actual inflows	-	-
Foreign exchange outgo in terms of actual outflows	244.30	41,180.14

ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2024, in prescribed e-form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act, is available on the Company''s website at: https://refexrenewables.com/pdf/RRIL-Draft-Annual-Return-2023-2024.pdf

Further, the Annual Return (e-form MGT-7) for FY24 shall be filed by the Company with the Registrar of Companies, Chennai, within the stipulated period and the same can also be accessed thereafter on the Company''s website at: https://refexrenewables.com/ investor-relations.php

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS AFFECTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There is no significant/material order passed by the regulators, courts, or tribunals affecting the going concern status and the Company''s operations in the future.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and formulated a Whistle-Blower Policy, which is in compliance with the provisions of Section 177(9) & (10) of the Act to deal with instances of fraud and mismanagement if any.

The Company, through this Policy, envisages to encourage the directors and employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal, or questionable acts, deeds, actual or suspected fraud or violation of the Company''s Codes of Conduct for the directors and the senior management personnel.

During FY24, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns if any.

The Policy on Vigil Mechanism / Whistle-Blower Policy may be accessed on the Company''s website at the link: https://refexrenewables. com/reports/policies/RRIL-Whistle-Blower-Policy-Vigil-Mechanism.pdf

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of its operations.

During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2024, and are operating effectively.

Internal Auditors

The Company has appointed M/s. ASDS & Associates, Chartered Accountants (FRN: 016706S), as Internal Auditor of the Company, to ensure the effective functioning of internal financial controls and check whether the financial transaction flow in the organization is being done based on the approved policies of the Company.

The management based, on the internal audit observations gives its comments to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender.

Refex group has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder (“POSH Act").

Refex group has also set up Internal Complaints Committee(s) (''ICCs'') for each workplace, which is in compliance with the requirement of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with clear timeline. All employees in the organization are being made to attend the POSH awareness sessions which also covers gender sensitization.

There was no complaint received from any employee during FY24.

LISTING

The Equity Shares of the Company are listed on BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Fort, Mumbai - 400001, Maharashtra. The Scrip Code allotted by BSE is 531260.

The Company has paid annual listing fee for FY 2024-25 to the BSE Limited.

DEPOSITORY SYSTEM

As members are aware, the Company''s shares are compulsorily tradable in the electronic form. As on March 31, 2024, 92.50% of the Company''s total paid-up capital were in dematerialized form.

In view of the numerous advantages offered by the Depository System, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories (NSDL or CDSL).

The ISIN allotted to the equity shares of the Company is INE332F01018.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit.

CREDIT RATINGS

The Company had not obtained any credit rating from any agencies during the year under review.

MATERIAL CHANGES AFFECTING THE COMPANY

A. Change in nature of business

The Company has not undergone any change in the nature of the business during FY24.

B. Material changes and commitments, if any, affecting the financial position of the Company

There were no adverse material changes or commitments that occurred between the end of the financial year and the date of this report, which may affect the financial position of the Company or may require disclosure.

The impact on the financial results for the year ended March 31, 2024 because of any events and developments beyond the date of this report may differ from that estimated as at the date of approval of this Report and will be recognized prospectively.

RISK MANAGEMENT

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation.

A detailed report on significant risks and mitigation is forming part of Management Discussion and Analysis.

SIGNIFICANT DEVELOPMENTS

The Company has disclosed all developments happened during the year under review, in this Annual Report.

REPORTING PRINCIPLE

The Financial and Statutory Data presented in this Report is in line with the requirements of the Companies Act, 2013 (including the rules made thereunder), Indian Accounting Standards (Ind AS) and the Secretarial Standards (SS).

REPORTING PERIOD

The Financial Information is reported for the period April 01, 2023 to March 31, 2024. Some parts of the Non-Financial Information included in this Board''s Report are provided as on the date of this Report.

GREEN INITIATIVE

Pursuant to Section 101 and 136 of the Act read with the Companies (Management and Administration) Rules, 2014 and the Companies (Accounts) Rules, 2014, the Company can send Notice of Annual General Meeting, Financial Statements and other communication in electronic forms.

Your Company is sending the Annual Report including the Notice of Annual General Meeting, Audited Financial Statements, Directors'' Report along with their annexures etc. in the electronic mode to the shareholders who have registered their E-mail IDs with the Company and/or their respective Depository Participants ("DPs").

Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses, so that all communication with them can be made in electronic mode and we can make some contribution to protect the environment.

Those holding shares in demat form can register their e-mail addresses with their concerned DPs.

Shareholders who hold shares in physical form are requested to register their e-mail addresses with the Company/RTA, by sending a letter, duly signed by the first/sole holder quoting details of Folio Number.

GENERAL SHAREHOLDERS'' INFORMATION

No of shares	No. of Shareholders *	Percentage	No. of Equity Shares	Percentage
Up to 500	2257	89.42	1,63,068	3.63
501 to 1,000	136	5.39	1,05,745	2.36
1,001 - 2,000	54	2.14	82,980	1.85
2,001 - 3,000	21	0.83	50,250	1.12
3,001 - 4,000	9	0.36	31,326	0.7
4,001 - 5,000	4	0.16	17,858	0.4
5,001 - 10,000	23	0.91	1,68,746	3.76
Above 10,000	20	0.79	38,69,927	86.19
Grand Total	2,524	100.00	44,89,900	100.00

No. of shareholders whose shares as on 31st March, 2024 are in	No. of Shareholders *	Percentage
Physical & Demat form:
In Physical Form	307	07.50
In Dematerialized Form	2,188	92.50
Total	2,495	100.00

* Based on unique PAN.

PERSONNEL

Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels and for their dedication and loyalty, which has been critical for the Company''s success.

ACKNOWLEDGEMENTS

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Company''s resources for sustainable and growth.

Your directors wish to place on record their appreciation for the valuable co-operation and support received from Ministry of Railways, Ministry of Defence, Government of India, Governments of various States/ Union Territories and other stakeholders such as, shareholders, customers and suppliers, among others.

The Directors thank HDFC Bank Limited, State Bank of India, Tata Capital Limited, Power Finance Corporation Limited, Indian Renewable Energy Development Agency Limited, Saraswat Co-operative Bank Limited, Axis Finance Limited and other banks for all co-operations, facilities and support they have extended to the Company as a whole.

Your directors acknowledge the continued trust and confidence you have reposed in the Company. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors of Refex Renewables & Infrastructure Limited

Place: Chennai Kalpesh Kumar Anil Jain

Date: August 13, 2024 Managing Director Director

DIN: 07966090 DIN: 00181960

---

Mar 31, 2023

The Board of Directors has pleasure in presenting the 29^th (twenty-ninth) Annual Report of your Company together with the Audited Financial Statements (standalone & consolidated) for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The key financial highlights for the financial year 2022-23 (“FY23”) are as follows:

(Rs. in 000''s)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations (Net)	3,53,186	8,39,704	7,66,432	5,34,973
Other Income	64,541	55,166	2,00,911	91,329
Total Income	4,17,727	8,94,870	9,67,343	6,26,302
Expenditure (other than Tax)	5,51,630	957,055	11,93,022	10,66,811
Exceptional Items	-	-	-	1,16,114
Profit / (Loss) before Tax	(1,33,903)	(62,185)	(2,25,679)	(3,24,395)
Provision for Income Tax	-	-	47,030	(1,874)
Provision for Deferred Tax	-	-	28,146	46,806
Profit / (Loss) after Tax	(1,33,903)	(62,185)	(3,00,855)	(3,69,327)
Earnings Per Share (^) (Basic & Diluted)	(30.02)	(13.85)	(67.18)	(82.31)
Net Fixed Assets	10,705	13,480	41,98,690	3,618
EBITDA Margins (%)	-17.61%	-5.06%	37%	-14.02%
PAT Margins (%)	-37.91%	-7.41%	-39%	-69.04%
ROE (%)	N.A.	N.A.	N.A.	-822.57%
ROCE (%)	-29.01%	716.31%	-1%	-3.29%
D/E Ratio (In times)	-1.62	-2.47	12.60	5.46

COMPANY PERFORMANCE

The financial statements have been prepared as per the Indian Accounting Standards (IND-AS) prescribed by the Institute of Chartered Accountants of India (ICAI).

During the year under review, the Company achieved a standalone turnover of 43,531.86/- lakh as against 48,397.04/- lakh during previous year registering a decline of ~57.93%.

The Company has achieved a consolidated turnover of 47,664.32/- lakh as against 45,349.73/- lakh during previous year registering an increase of ~43.26%.

The Company has reported a loss of 41,339.03/- lakh as against a loss of 4621.85/- lakh during previous year with an increase in loss of 4717.18 lakh over the previous year on standalone basis.

The Company has reported a loss of 43,008.55/- lakh as against a loss of 43,693.27/- lakh during previous year with a decline in loss of 4684.72 lakh over the previous year, on consolidated basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 read with Schedule III to the Companies Act, 2013 (hereinafter referred to as the “Act”) and the Companies (Accounts) Rules, 2014, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “SEBI Listing Regulations”) and applicable Indian Accounting Standards, the Audited

Consolidated Financial Statements of the Company for the FY23, together with the Auditors'' Report form part of this Annual Report.

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries, for the financial year ended March 31, 2023, are prepared in accordance with Ind AS, as notified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

COMPLIANCE CERTIFICATE

In terms of Regulation 17(8) of the SEBI Listing Regulations, the Managing Director and the Chief Financial Officer of the Company have given Compliance Certificate to the Board on financial reporting and internal controls, as mentioned under Part B of Schedule II to the SEBI Listing Regulations.

OPERATIONS

Highlights of your Company''s operations and state of affairs for FY23 are included in the Management Discussion and Analysis Report, capturing your Company''s performance, industry trends and other material changes with respect to your Company, wherever applicable and forms part of this Annual Report.

DIVIDEND

In view of accumulated losses, the Board of Directors has not recommended any dividend on equity shares during the year under review.

TRANSFER TO GENERAL RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserves, as the Company had not made any profit, during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not distributed any amount as dividend during the previous financial years, and hence no instance arises for unclaimed/unpaid dividend.

Therefore, no amounts and shares were required to be transferred to the Investor Education and Protection Fund (“IEPF”) set up by the Government of India.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies

(Acceptance of Deposits) Rules, 2014 during the year.

There is no unclaimed or unpaid deposit lying with the Company.

SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE

Authorized Share Capital

As on March 31, 2023, the Authorized Share Capital of your Company stood at A20,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore only) equity shares of face value of A10/- (Rupees Ten only) each, aggregating to A20,00,00,000/-(Rupees Twenty Crore only).

Paid-up Share Capital

As on March 31, 2023, the Paid-up Equity Share Capital of your Company stood at A4,48,99,000/-(Rupees Four Crore Forty-Eight Lakh and Ninety-Nine Thousand only) comprising of 44,89,900 (Forty-Four Lakh Eighty-Nine and Nine Hundred only) equity shares of face value of A10/- (Rupees Ten only) each.

The Authorized Share Capital has been increased from A7,00,00,000/- (Rupees Seven Crore only) divided into 70,00,000 (Seventy Lakh only) equity shares having face value of A10/- (Rupees Ten only) each to A20,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore only) equity shares having face value of A10/- (Rupees Ten only) each, by addition of 1,30,00,000 (One Crore and Thirty Lakh only) equity shares having face value of A10/-(Rupees Ten only) each, in the 28^th Annual General Meeting held on September 30, 2022 and Paid-Up Share Capital of the Company remains unchanged during FY23.

There are no convertible securities issued in the Company, as on the date of this Report.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

CHANGE OF NAME OF THE COMPANY FROM “SUNEDISON INFRASTRUCTURE LIMITED” TO “REFEX RENEWABLES & INFRASTRUCTURE LIMITED”

For the purpose of consolidation and to bring all the business verticals and entities under one brand name, i.e., ‘REFEX'', and in order to identify them as a commonly controlled entities, your Board of Directors, at its meeting held on May 30, 2022, had decided to change name of the Company from ‘SunEdison Infrastructure Limited'' to ‘Refex Renewables &

Infrastructure Limited'', which was subsequently approved by the shareholders in their annual general meeting held on September 30, 2022.

Further, the new name was also approved by the Central Government and accordingly Registrar of Companies, Chennai had issued a fresh Certificate of Incorporation in the new name of the Company, w.e.f. October 25, 2022.

BSE Limited vide its letter-cum-notice dated November 09, 2022, has also approved change of new name in the Scrip on the BSE platform. Accordingly, the scrip Id and abbreviated name of the Company for BOLT Plus SYSTEM has also been changed to REFEXRENEW., w.e.f November 15, 2022.

EMPLOYEES'' LONG TERM INCENTIVE PLAN

The Nomination and Remuneration Committee and the Board of Directors of the Company, in their respective meetings held on August 10, 2022, has formulated and approved a new employee stock option scheme, namely, RRIL - Employees Stock Option Scheme 2022 (“RRIL ESOS 2022”), which is in compliance of the latest provisions of the law and regulations.

During the financial year ended March 31, 2023, your Company has granted 94,198 ESOPs, in terms of the RRIL ESOS 2022, pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”).

Further, your Company, has not made any allotment of equity shares, since no ESOP granted has yet vested during the year under review.

Applicable disclosures as stipulated under Regulation 14 read with Part F of Schedule-I to the SEBI SBEB & SE Regulations with regard to the RRIL ESOS 2022, are provided as Annexure - A to this Report.

Your Company has obtained a Certificate from Mr. Mohan Kumar, Company Secretary in whole-time practice, having ICSI Membership No. FCS-4347 and COP No. 19145, the Secretarial Auditor of the Company, that the RRIL ESOS, 2022, for grant of stock options has been implemented in accordance with the SEBI SBEB & SE Regulations and the resolution passed by the members in their 28th Annual General Meeting held on September 30, 2022.

The said Certificate would be placed at the ensuing annual general meeting for inspection by the members.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2023, your Company has 03 (three) subsidiaries and 20 (twenty) step-down subsidiaries as follows:

SUBSIDIARIES:

1. Refex Green Power Limited

2. SEI Solartech Private Limited

3. Ishaan Solar Power Private Limited STEP-DOWN SUBSIDIARIES:

4. SEI Tejas Private Limited

5. Broil Solar Energy Private Limited

6. Athenese Energy Private Limited

7. Flaunt Solar Energy Private Limited

8. Sherisha Solar SPV Two Private Limited

9. Spangle Energy Private Limited

10. Taper Solar Energy Private Limited

11. Wither Solar Energy Private Limited

12. Engender Developers Private Limited

13. Scorch Solar Private Limited

14. Singe Solar Energy Private Limited

15. Sourashakthi Energy Private Limited

16. Swelter Energy Private Limited

17. Torrid Solar Power Private Limited

18. Kiln Solar Energy Private Limited

19. Sherisha Rooftop Solar SPV Four Private Limited

20. Sherisha Rooftop Solar SPV Three Private Limited

21. STPL Horticulture Private Limited

22. SIL Mercury Solar Private Limited

23. Sherisha Solar LLP

Further, 01 (one) wholly-owned subsidiary company, namely, SIL Power Storage Solutions Private Limited and 05 (five) step-down subsidiaries, namely:

1. Sherisha Bikaner Solar Power Private Limited

2. Sherisha Rooftop Solar SPV Five Private Limited

3. SunEdison Rooftop Solar SPV 6 Private Limited

4. SIL Jupiter Solar Private Limited

5. SIL Neptune Solar Private Limited

are under the process of striking-off and have filed necessary forms with the concerned Registrar of Companies.

A statement containing the salient features of the financial statements of the subsidiary companies of the Company in the prescribed form AOC-1, forms part of the Consolidated Financial Statements (CFS) in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.

The said form also highlights the financial performance of each of the subsidiaries, included in the CFS of the Company, pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Section 136 of the Act, standalone and consolidated financial statements along with the relevant documents and separate audited accounts in respect of the subsidiaries of the Company are available in the website of the Company at the weblink:

https://refexrenewables.com/investor-relations.php

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES

The Company regularly monitors the performance of the subsidiary companies.

There has been no material change in the nature of the business of the subsidiary companies.

CORPORATE GOVERNANCE

Your Company is committed to maintain the quality standards of Corporate Governance. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company.

In terms of Regulation 15(2)(a) of the SEBI Listing Regulations, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply in respect of a listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Since, the paid-up equity share capital and net worth were not exceeding the aforesaid stipulated thresholds, as on the last day of the previous financial year, accordingly, the compliance with corporate governance provisions is not applicable to the Company and therefore, your Company is not required to submit corporate governance report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (“MD&A”) for FY23, giving a detailed analysis of the Company''s operations and other information, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

As on March 31, 2023, your Board comprises of 05 (five) Directors, out of which, 02 (two) are independent including 01 (one) woman director, 02 (two) are non-executive directors and 01 (one) is managing director, as follows:

RE-APPOINTMENTS / APPOINTMENTS

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Anil Jain (DIN: 00181960), Director (Non-Executive) of the Company retires by rotation in the ensuing AGM and being eligible offers himself for re-appointment.

His brief resume and other related information are being given in the Notice convening the 29^th AGM of your Company.

Your Board has recommended his re-appointment and accordingly, suitable resolution proposing his re-appointment forms part of the Notice of the AGM.

Further, the Board of Directors, at its meeting held on February 13, 2023, on the recommendations of the Nomination and Remuneration Committee, has appointed Ms. Jayanthi Talluri (DIN: 09272993) as an Additional Director (Independent and Non -Executive), not liable to retire by rotation and Mr. Sunny Chandrakumar Jain (DIN: 07544759) as an

S. No.	Name	DIN	Designation
1.	Mr. Kalpesh Kumar	07966090	Managing Director
2.	Mr. Anil Jain	00181960	Non Executive Director
3.	Mr. Sunny Chandrakumar Jain	07544759	Non Executive Director
4.	Ms. Jayanthi Talluri	09272993	Independent Director
5.	Mr. Pillappan Amalanathan	08730795	Independent Director

Additional Director (Non-Executive), liable to retire by rotation with effect from February 14, 2023, till the conclusion of ensuing AGM, on the Board of the Company.

In the opinion of the Board, Ms. Jayanthi Talluri and Mr. Sunny Chandrakumar Jain, possess requisite qualifications, experience, expertise and holds highest standards of integrity.

Further, Ms. Jayanthi Talluri has successfully qualified on-line proficiency self assessment test for Independent Director''s Databank, conducted by the Indian Institute of Corporate Affairs and has paid requisite fee for registration of her name in the Database.

The Company confirms that it has not made any default under Section 164(2) of the Act, as on March 31, 2023.

DECLARATION BY INDEPENDENT DIRECTORS

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 Act and the SEBI Listing Regulations.

The Independent Directors of the Company have also registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Act, as the institute for the creation and maintenance of data bank of Independent Directors).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

CESSATION

During FY23, Mr. Shailesh Rajagopalan (DIN: 01855598), Non - Executive Director and Ms. Jamuna Ravikumar (08009308), Independent Director, had resigned from the Board of the Company with effect from February 14, 2023.

Your Board places on record its sincere appreciation for the support and valuable guidance given by Mr. Shailesh Rajagopalan and Ms. Jamuna during their tenure as Directors of the Company.

KEY MANAGERIAL PERSONNEL (KMPS)

In terms of provisions of Section 203(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had the following Key Managerial Personnel of the Company as on March 31, 2023:

1. Mr. Kalpesh Kumar, Managing Director;

2. Mr. Dinesh Kumar Agarwal, Chief Financial Officer;

3. Mr. Vinay Aggarwal, Company Secretary & Compliance Officer.

During FY23, Mr. Vinay Aggarwal (ACS-39099) has been appointed as Company Secretary & Compliance Officer and a Key Managerial Personnel of the Company w.e.f. May 30, 2022, in accordance with the provisions of Section 2(51) and 203(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

REMUNERATION OF DIRECTORS,KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-B to this Report.

However, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Disclosure under Section 197(14) of the Act

The Managing Director of your Company does not receive remuneration or commission from any of the subsidiaries of the Company.

BOARD MEETINGS

During FY23, the Board met 6 (six) times on May 30, 2022, July 22, 2022, August 10, 2022, November 11, 2022, February 13, 2023 and March 23, 2023.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed under the Act.

All the Directors attended all the Board meetings held during FY23 except one Board Meeting held on November 11, 2022 in which Mr. Anil Jain, Non -Executive Director, was granted leave of absence.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV to the Act, a separate meeting of the Independent Directors was held on February 13, 2023, for FY23, without the presence of executives and non-independent directors.

The meeting was conducted in a flexible manner to enable the Independent Directors inter alia to discuss matters pertaining to the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company after taking inputs from the executive and non-executive directors.

The meeting of the Independent Directors was attended by both independent directors, namely, Mr. Pillappan Amalanathan and Ms. Jamuna Ravikumar.

BOARD COMMITTEES

Your Company has constituted several committees of the Board which have been established as part of good corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31, 2023, your Board has 03 (three) mandatory committees, namely:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders'' Relationship Committee

Further, your Board has also constituted one committee, namely, Banking & Authorization Committee and delegated various powers to it for day to day affairs and operational matters.

All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

AUDIT COMMITTEE

As on March 31,2023, the Audit Committee comprises of 03 (three) members and the constitution is as per the provisions of Section 177 of the Act, as follows: -

S. No.	Name	Category	Position
1.	Ms. Jayanthi Talluri	Independent Director	Chairperson
2.	Mr. Pillappan Amalanathan	Independent Director	Member
3.	Mr. Kalpesh Kumar	Managing Director	Member

All members of the Audit Committee are financially literate and have experience in accounting and financial management expertise.

The Company Secretary acts as Secretary to the Audit Committee.

The Board of Directors, in its Board Meeting held on February 13, 2023, has reconstituted the composition of the Audit Committee pursuant to reshuffle by appointments and cessations of the directors.

During FY23, 06 (six) meetings of the Audit Committee were held on May 30, 2022, July 22, 2022, August 10, 2022, November 11, 2022, February 13, 2023 and March 23, 2023. All the members of the Audit Committee attended the Audit Committee meetings held during FY23.

Upon invitation, the CFO and the Statutory Auditors of the Company attended the meetings of the Audit Committee.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

REPORTING OF INTERNAL AUDITOR

Independent team of Internal Auditors are carrying out internal audits and advising the management on strengthening of internal control systems. The reports are periodically discussed internally. Significant audit observations, findings and corrective actions thereon are presented to the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

As on March 31, 2023, the Nomination and Remuneration Committee comprises of 03 (three) members and the constitution is as per the provisions of Section 178 of the Act, as follows: -

The Company Secretary acts as Secretary to the NRC.

During FY23, 04 (four) meetings of the NRC was held on May 30, 2022, August 10, 2022, November 11, 2022 and February 13, 2023.

All the members of the NRC attended NRC meeting held during FY23.

S. No.	Name	Category	Position
1.	Mr. Jayanthi Talluri	Independent Director	Chairperson
2.	Mr.Pillappan Amalanathan	Independent Director	Member
3.	Mr. Anil Jain	Non Executive Director	Member

Nomination and Remuneration Committee, amongst others, is responsible for determining the Company''s policy on recruitment and remuneration of Directors/ KMPs, Senior Management Personnel and other employees of the Company.

REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act, the Nomination and Remuneration Committee (‘NRC'') of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel, senior management personnel and other employees of your Company.

The NRC has also developed the criteria for determining the qualifications, positive attributes, and independence of Directors and for making payments to executive and non-executive directors and senior management personnel of the Company.

The detailed Policy is available on the Company''s website at: https://refexrenewables.com/reports/ policies/RRIL-Remuneration-Policy.pdf.

REMUNERATION TO EXECUTIVE AND NON EXECUTIVE DIRECTORS

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and also remuneration based on net profit (variable component) to its Managing Director.

Annual increments, if any, are recommended by the NRC within the salary scale approved by the Board and the Shareholders of the Company. The Board of Directors, on the recommendation of the NRC, decides the variable component payable to the Managing Director out of the net profits for the financial years and within the ceilings prescribed under the Act, considering the criteria such as the market standards, financial performance, liquidity etc. of the Company.

Details of fixed components & performance linked incentives

The remuneration of managing director comprises fixed components and performance linked incentive (Variable Pay) which is paid as per the Remuneration Policy, and subject to the approval of NRC. No profit-based commission has been paid to the Managing Director for FY23.

Criteria of making payments to Non-Executive Directors

The Non-Executive Directors are entitled to sitting fees for attending meetings of the Board and/or its committees.

Disclosure of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested (as stipulated under Section 185 of the Act) by name and amount

During FY23, there are no loans or advances provided by the Company and its subsidiaries to firms/ companies in which directors were interested.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

As on March 31, 2023, the Stakeholders'' Relationship Committee (SRC) comprises of 03 (three) members and the constitution is as per the provisions of Section 178 of the Act, as follows: -

S. No.	Name	Category	Position
1.	Mr. Pillappan Amalanathan	Independent Director	Chairperson
2.	Mr.Sunny Chandrakumar Jain	Non - Executive Director	Member
3.	Mr. Anil Jain	Non - Executive Director	Member

The Company Secretary acts as Secretary to the SRC.

Further, the Board of Directors, in its meeting held on February 13, 2023, has reconstituted the composition of the committee pursuant to reshuffle by appointments and cessations of the directors.

During FY23, 01 (one) meeting of the SRC was held on January 11, 2023.

All the members of the SRC attended the SRC meeting held during FY23.

This Committee particularly looks into the investors grievances and oversees the performance of the Share Department/ Share Transfer Agent and to ensure prompt and efficient investors'' services.

Nature of Complaints and Redressal Status

During FY23, the complaints and queries received by the Company were general in nature, which include issues relating to non-receipt of annual reports, shares, transfer/ transmission of shares, loss of shares etc. and were resolved to the satisfaction of the shareholders.

There were no investor grievances remaining unattended/pending as at March 31, 2023.

The Board, in its meeting held on May 30, 2022, has designated Mr. Vinay Aggarwal, Company Secretary, as the Compliance Officer of the Company, w.e.f. May 30, 2022.

CHANGES IN COMPOSITION OF COMMITTEES

During the year under review, following changes have occurred in the composition of various committees of the Board of Directors of the Company:

		Composition
S. No.	Name of the		Up to February 13, 2023			Effective from February 14, 2023
	Committee
		Name		Position	Name		Position
1.	Audit Committee	1.	Mr. Pillappan	Chairman	1.	Ms. Jayanthi Talluri,	Chairperson
			Amalanathan, ID			ID
		2.	Ms. Jamuna, ID	Member	2.	Mr. Pillappan Amalanathan, ID	Member
		3.	Mr Shailesh
			Rajagopalan, NED	Member	3.	Mr. Kalpesh Kumar, MD	Member
2.	Nomination &	1.	Mr. Pillappan	Chairman	1.	Ms. Jayanthi Talluri,	Chairperson
	Remuneration		Amalanathan, ID			ID
	Committee	2.	Ms. Jamuna, ID	Member	2.	Mr. Pillappan Amalanathan, ID	Member
		3.	Mr Shailesh
			Rajagopalan, NED	Member	3.	Mr. Anil Jain, NED	Member
3.	Stakeholder''s	1.	Mr. Pillappan	Chairman	1.	Mr. Pillappan	Chairman
	Relationship		Amalanathan, ID			Amalanathan, ID
	Committee	2.	Ms. Jamuna, ID	Member	2.	Mr. Sunny Chandrakumar Jain,	Member
		3.	Mr. Anil Jain, NED	Member		NED	Member
					3.	Mr. Anil Jain, NED
4.	Banking &	1.	Mr. Kalpesh Kumar,	Chairman	1.	Mr. Kalpesh Kumar,	Chairman
	Authorization		MD			MD
	Committee	2.	Mr. Anil Jain, NED	Member	2.	Mr. Anil Jain, NED	Member
		3.	Mr. Shailesh Rajagopalan, NED	Member	3.	Mr. Sunny Chandrakumar Jain, NED	Member

ID = Independent Director; NED = Non-Executive Director; MD = Managing Director

PERFORMANCE EVALUATION

The Companies Act, 2013 mandates formal annual evaluation by the Board of its own performance and that of its committees and individual Directors. Schedule IV to the Act provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

Pursuant to the provisions of the Act read with relevant rules issued thereunder and the Circular issued by the Securities and Exchange Board of India (SEBI) on January 05, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/ Board/ Committees was carried out for FY23.

The parameters for the performance evaluation of the Board, inter-alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members,

discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of above parameters. The performance of the Committees was evaluated after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

NRC reviewed the performance of the Individual Directors, the Committees of the Board and the Board as a whole.

A questionnaire for the evolution of the Board, its committees and the individual members of the Board, covering various aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to good practices of corporate governance was sent to the Directors.

In a separate meeting of the Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 of the Act, the Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2023 and of the profit and loss of the Company for that period;

iii. The Directors had 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;

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS AND OFFICERS INSURANCE (‘D&O'')

The Company has taken Directors and Officers Insurance (‘D&O'') for all its Directors, KMPs and members of the Senior Management.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that pursuant to the provisions of Section 118(10) of the Act, the Company

has complied with the applicable provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with its related parties during the year were in ordinary course of business and on arm''s length basis and in compliance of the provisions of Section 177 read with Section 188 of the Act.

During FY23, the Company had not entered into any arrangement/transaction with related parties which could be considered material as stipulated under the provisions Section 188(1) of the Act read with relevant rules made thereunder and accordingly, no information is required to be given in the prescribed form AOC-2.

Further, the details of the related party transactions as per IND-AS 24 are set out in Note No. 31 to the Standalone Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company doesn''t fulfil the criteria as stipulated under Section 135(1) of the Act read with rules thereunder and therefore, the provisions of Corporate Social Responsibility (‘CSR'') are not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statement (please refer to Note Nos. 06 & 12 to the Standalone Financial Statement).

POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements), Regulations 2015, your Board has framed a Policy on the Preservation of documents and Archival of documents.

This is intended to provide guidelines for the retention of records and preservation of relevant documents fora duration after which the documents shall be archived. This said policy is available at the Company''s website, at the following web link: https:// refexrenewables.com/reports/policies/RRIL-Policy-for-Preservation-Archival-of-Documents.pdf

AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITORS & THEIR REPORT

M/s VKAN & Co., Chartered Accountants (FRN: 014226S) were appointed as Statutory Auditors for one term of 05 (five) consecutive years, at the 25^th AGM of the Company, held on 26^th September, 2019, for auditing the accounts of the Company from the financial year 2019-20 to 2023-24.

M/s VKAN & Co., Chartered Accountants (FRN: 014226S) have confirmed that they are eligible and not disqualified to continue as the Statutory Auditors of the Company.

However, the Auditors'' Report on Consolidated Financial Statements contain qualification, which is detailed below along with Board''s comment:

S. No.	Auditor’s Qualification	Board’s Comments
1.	The Auditor''s Report on the Consolidated Financial Results is qualified in respect of the matters, stated below, in relation to two subsidiaries, namely, lshaan Solar Power Private Limited and SEI Tejas Private Limited: (i) Liabilities aggregating to Rs. 4 78.85 lakhs outstanding under trade payables and other current liabilities as at March 31, 2023 (December and March 31, 2022 balances being INR 758.24 lakhs); and (ii) Liabilities written back to income, to the extent of INR 341.40 lakhs. The above-mentioned balances and classes of transactions do not have sufficient appropriate audit evidence to corroborate the management''s assessment of such obligations. Hence, we are unable to determine whether any adjustment might pe necessary to such amounts and the corresponding impact on results, net worth and liabilities as disclosed in the consolidated financial results.	The management is currently carrying out necessary reconciliations of such liabilities with the corresponding underlying document/ contracts and other relevant information. Suitable adjustments arising out of such reconciliation, if any, will be incorporated once such exercise is complete.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

COST RECORDS & COST AUDIT

Your Company is not required to maintain cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act and the relevant rules made thereunder.

Further, the requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, is also not applicable for the business activities carried out by the Company.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), your Company had appointed Mr. A. Mohan Kumar, Company Secretary in whole-time practice, having ICSI Membership No. FCS-4347 and COP No. 19145, for conducting the Secretarial Audit of your Company for FY23.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed as Annexure-C to this Report.

The Report does not contain any qualification, reservation or adverse remarks except the following observation:

Further, the Secretarial Auditor has made comments on the matter of SEBI, which has been closed vide Revocation Order dated July 28, 2022 passed by SEBI, details of which are provided hereinafter.

SEBI’s Administrative Warning cum Advice:

Consequent to the forensic audit and subsequent investigation on the proposed transaction pertaining to the Framework Agreement including all its amendments (which was cancelled by the Board of Directors, in its meeting held on March 21, 2022) and the Interim Order dated February 15, 2021 and the Confirmation

Order dated July 15, 2021 issued by SEBI, in the matter, SEBI, vide its letter dated July 15, 2022, had issued Administrative Warning cum Advice to the Company on the basis of its findings during the investigation process.

Further, the Audit Committee and the Board of Directors of the Company in their meeting held on July 22, 2022, inter-alia, have taken cognizance of the SEBI''s Administrative Warning cum Advice Letter and further, ensured the necessary action including ratification of the following transactions as observed and advised by SEBI:

Availing of financing facility amounting to Rs.60 Crore (Rs.25 Cr. loan & Rs.35 Cr. revolving credit facility) from DN Energy Private Limited (DEPL), (a related party during the period October 08, 2018 to March 09, 2020); Payment of advance of Rs.33.20 Crore given to SIL Rooftop Solar Power Private Limited (a wholly-owned subsidiary company) to acquire 64% stake in Sherisha Solar LLP (another wholly-owned subsidiary entity).

Since, the Company had already suitably cancelled/ terminated the Framework Agreement dated June 23, 2020, in respect of which the Company was earlier directed to maintain status quo by the Interim and Confirmatory Orders passed by SEBI, restraining the Company from disposing, selling or alienating its assets, including effecting the transactions agreed upon under the Framework Agreement and complied with the directions of SEBI, accordingly, SEBI, vide its Final/Revocation Order bearing reference no. WTM/AB/CFID/CFID-SEC2/18110/2022-23 dated July 28, 2022, has revoked the restraint imposed on the Company vide the Interim Order dated February 15, 2021 and the Confirmatory Order dated July 15, 2021.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during FY23.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

During the financial year ended March 31, 2023, there are no agreements which required to be disclosed as per clause 5A of paragraph A of Part A of Schedule III of Listing Regulations.

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

The details of energy conservation, technology absorption, and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are as under:

(A) Conservation of Energy & Technology Absorption:

The Company is not engaged in any manufacturing activity which involves energy intensive processes.

Further, the Company is in the business of establishing/constructing projects of the solar power generation and related activities, which itself is a domain of renewables and green energy and environment friendly. The Company has taken sufficient steps towards general energy saving techniques and conservation.

There is no technology imported by the Company, hence, no information regarding absorption is involved.

(B) Foreign Exchange Earnings and Outgo:

Particulars	FY23 (^ in ‘000)	FY22 (^ in ‘000)
Foreign exchange earned in terms of actual inflows	-	-
Foreign exchange outgo in terms of actual outflows	41,180.14	39,447.57

ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2023, in prescribed e-form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act, is available on the Company''s website

at: https://refexrenewables.com.

Further, the Annual Return (e-form MGT-7) for FY23 shall be filed by the Company with the Registrar of Companies, Chennai, within the stipulated period and the same can also be accessed thereafter on the Company''s website at: https://refexrenewables.com.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS AFFECTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There is no significant/material order passed by the Regulators, Courts, or Tribunals affecting the going concern status and the Company''s operations in the future.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and formulated a Whistle-Blower Policy, which is in compliance with the provisions of Section 177(9) &

(10) of the Act to deal with instances of fraud and mismanagement if any.

The Company, through this Policy, envisages to encourage the Directors and employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal, or questionable acts, deeds, actual or suspected fraud or violation of the Company''s Codes of Conduct for the Directors and the Senior Management Personnel.

During FY23, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns if any.

The Policy on Vigil Mechanism / Whistle-Blower Policy may be accessed on the Company''s website at the link: https://refexrenewables.com/ reports/policies/RRIL-Whistle-Blower-Policy-Vigil-Mechanism.pdf

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2023, and are operating effectively.

INTERNAL AUDITORS

The Company has appointed M/s. ASDS & Associates, Chartered Accountants (FRN. 016706S), as Internal Auditor of the Company, to ensure the effective functioning of internal financial controls and check whether the financial transaction flow in the organization is being done based on the approved policies of the Company.

The management based, on the internal audit observations gives its comments to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender.

Refex group has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder (“POSH Act”).

Refex group has also set up Internal Complaints Committee(s) (‘ICCs'') for each workplace, which is in compliance with the requirement of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with clear timeline.

All employees in the organization are being made to attend the POSH awareness sessions which also covers gender sensitization.

There was no complaint received from any employee during FY23.

LISTING

The Equity Shares of the Company are listed on BSE Limited (‘BSE''), 25^th Floor, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001 Maharashtra.

The Scrip Code allotted by BSE is 531260.

The Company has paid annual listing fee for FY 2023-24 to the BSE Limited.

DEPOSITORY SYSTEM

As members are aware, the Company''s shares are compulsorily tradable in the electronic form.

As on March 31, 2023, 92.36% of the Company''s total paid-up capital were in dematerialized form.

In view of the numerous advantages offered by the Depository System, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories (NSDL or CDSL).

The ISIN allotted to the equity shares of the Company is INE332F01018.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit.

CREDIT RATINGS

The Company had not obtained any credit rating from any agencies during the year under review.

MATERIAL CHANGES AFFECTING THE COMPANY

A. Change in nature of business

The Company has not undergone any change in the nature of the business during FY23.

B. Material changes and commitments, if any, affecting the financial position of the Company

There were no adverse material changes or commitments that occurred between the end of the financial year and the date of this report, which may affect the financial position of the Company or may require disclosure.

The impact on the financial results for the year ended March 31, 2023 because of any events and developments beyond the date of this report may differ from that estimated as at the date of approval of this Report and will be recognized prospectively.

RISK MANAGEMENT

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation.

A detailed report on significant risks and mitigation is forming part of Management Discussion and Analysis.

SIGNIFICANT DEVELOPMENTS

The Company has disclosed all developments happened during the year under review, in this Annual Report.

REPORTING PRINCIPLE

The Financial and Statutory Data presented in this Report is in line with the requirements of the Companies Act, 2013 (including the rules made

thereunder), Indian Accounting Standards (Ind AS) and the Secretarial Standards (SS).

REPORTING PERIOD

The Financial Information is reported for the period April 01, 2022 to March 31, 2023. Some parts of the Non-Financial Information included in this Board''s Report are provided as on the date of this Report.

GREEN INITIATIVE

Pursuant to Section 101 and 136 of the Act read with the Companies (Management and Administration) Rules, 2014 and the Companies (Accounts) Rules, 2014, the Company can send Notice of Annual General Meeting, Financial Statements and other communication in electronic forms.

Your Company is sending the Annual Report including the Notice of Annual General Meeting, Audited Financial Statements, Directors'' Report along with their annexures etc. in the electronic mode to the shareholders who have registered their E-mail IDs with the Company and/or their respective Depository Participants (DPs).

Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses, so that all communication with them can be made in electronic mode and we can make some contribution to protect the environment. Those holding shares in demat form can register their e-mail addresses with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the Company/RTA, by sending a letter, duly signed by the first/sole holder quoting details of Folio Number.

GENERAL SHAREHOLDERS'' INFORMATION

No of shares	No. of Shareholders	Percentage	No. of Equity Shares		Percentage
Up to 1,000	989	88.78	1,73,141		3.86
1,001 - 2,000	48	4.31	75095		1.67
2,001 - 3,000	23	2.06	56510		1.26
3,001 - 4,000	7	0.63	25423		0.57
4,001 - 5,000	2	0.18	8,858		0.20
5,001 - 10,000	20	1.80	1,54287		3.44
Above 10,000	25	2.24	3996586		89.01
Grand Total	1114	100.00	44,89,900		100.00
Shareholding in Physical and Demat form as on 31st March, 2023				No. of Shares	Percentage
In Physical Form				3,43,110	7.64
In Dematerialized Form				41,46,790	92.36
Total				44,89,900	100.00

No. of shareholders whose shares as on 31st March, 2023 are in Physical & Demat form:	No. of Shareholders	Percentage
In Physical Form	314	28.19
In Dematerialized Form	800	71.81
Total	1114	100.00

PERSONNEL

Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels and for their dedication and loyalty, which has been critical for the Company''s success.

ACKNOWLEDGEMENTS

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Company''s resources for sustainable and growth.

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from Ministry of Railways, Ministry of Defence, Government of India, Governments of various States/ Union Territories and other stakeholders such as, shareholders, customers and suppliers, among others.

The Directors thank HDFC Bank Limited, State Bank of India, Axis Finance Limited, Indian Renewable Energy Development Agency Limited, Tata Cleantech Capital Limited, Power Finance Corporation Limited and other Banks for all co-operations, facilities and support they have extended to the Company as a whole.

Your Directors acknowledge the continued trust and confidence you have reposed in the Company. The Directors look forward to their continued support in future.

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Mar 31, 2014

The Directors present the 20th Annual Report of the Company together with the Audited accounts for the year-ended 31.03.2014.

Financial Highlights

The highlights of the financial performance of the company are as follows:

Particulars 31.03.2014 31.03.2013 (Rs. In lakhs) (Rs. In lakhs)

Total Income - 0.57

Total Expenditure 1.80 2.26

Profit/ (Loss) before Tax (1.80) (1.69)

Deferred Tax Revenue/ (Expenses) 0.56 2.00 Profit/ (Loss) after Tax (1.24) 0.31

Balance in P&L A/c. brought forward (2.07) (2.37)

Surplus Carried forward to Balance Sheet (3.31) (2.06)

Dividend

Due to non availability of profits during the financial year, your Directors do not recommend any dividend for the financial year 2013 - 2014.

Operations

The Operations of the Company during the year under review was not quite satisfactory. Though it is proposed to restructure the activities carried on by the Company keeping in view the current market trends and demand by entering into diversified business opportunities, the Company has not ventured into such diversified business yet.

Your Company is hopeful of better performance and reasonable profits in future.

Audit Committee

The Company has constituted an Audit Committee comprising of Mr. D. Loganathan, Mr. Y. M. R. Prasoona and Mr. N. G. Anbumani as its members. The chairman of the committee is Mr. N.G. Anbumani. The role, terms of reference, authority and powers of Audit Committee are in conformity with the provisions of the Companies Act, 1956 inserted by Companies Amendment Act, 2000. The Audit committee has had their meetings as per statutory requirements and has made no adverse comments.

Directors

Mr. Y. Meera Reddy, Director liable to retire by rotation and being eligible offers himself for re-appointment.

Auditors

The Auditors of the Company M/s. Ganesh Venkat & Co, Chartered Accountants, retire at the conclusion of this meeting and being eligible offer themselves for re-appointment to hold office till the conclusion of the next Annual General Meeting.

Particulars of Employees

There are no employees drawing remuneration in excess of the limits specified under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

None of the Directors of the company are disqualified U/s. 274(1)(g) of the Companies Act, 1956.

Directors Responsibility Statement U/s. 217(2AA) of the (Companies Amendment) Act, 2000, indicating therein;

i. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii. That the directors had 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;

iv. That the directors had prepared the annual accounts on a going concern basis.

Public Deposits

The Company has not accepted any Public Deposits during the year.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

As required under Section 217(1)(e) of The Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of the Board of Directors) Rule 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished below:

A. Conservation of Energy - The Company is making sustained efforts Continuously to minimize the consumption of Electricity and Fuel wherever used.

B. Technology Absorption - Not Applicable

Depository System

Pursuant to the Directions of the Securities and Exchange Board of India, the Company''s Securities has been dematerialized and also admitted into National Securities Depository Limited and has been allotted with ISIN - INE332F01018. The Company''s Shares are listed with Madras Stock Exchange, The Stock Exchange Mumbai and The Bangalore Stock Exchange..

Corporate Governance

The Corporate Governance report as set out in Annexure hereto form an integral part of this report. A Certificate from a Practicing Company Secretary, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges is also annexed to the report on Corporate Governance.

COMPLIANCE CERTIFICATE:

Your directors have appointed M/s. S. Dhanapal & Associates, Practicing Company Secretaries to issue a Compliance Certificate as required under section 383A of the Companies Act, 1956. The Compliance Certificate issued by them is annexed to this report.

BUY BACK OF SHARES:

The company has not bought back any shares during the year.

Acknowledgement

Your Directors place on record their appreciation for the valuable services rendered by the Company''s Shareholders, Bankers and other agencies associated with the Company. The Board expects much more continuous support and co-operation in the future years to come.

For and on behalf of the Board of Directors

Place : Chennai Date : 28.05.2014 Y. Meera Reddy Y.M.R. Prasoona Managing Director Director

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Mar 31, 2012

The Directors present the 18th Annual Report of the Company together with the Audited accounts for the year-ended 31.03.2012.

Financial Highlights

The highlights of the financial performance of the company are as follows :

Particulars 31.03.2012 31.03.2011 (Rs. In lakhs) (Rs. In lakhs)

Total Income - 0.014

Total Expenditure 10.50 4.66

Profit / (Loss) before Tax (10.50) (4.65)

Deferred Tax Revenue / (Expenses) 0.82 1.24

Profit / (Loss) after Tax (9.67) (3.41)

Balance in P & LA/c. brought forward 7.29 10.70

Surplus Carried forward to Balance Sheet (2.38) 7.29

Dividend

Due to non availability of profits during the financial year your Directors do not recommend any dividend for the financial year 2011 - 2012.

Operations

The Operations of the Company during the year under review was not quite satisfactory. Though it is proposed to restructure the activities carried on by the Company keeping in view the current market trends and demand by entering into diversified business opportunities, the Company has not ventured into such diversified business yet.

Your Company is hopeful of better performance and reasonable profits in future.

Audit Committee

The Company has constituted an Audit Committee comprising of Mr. D. Loganathan, Mr. Y. M. R. Prasoona and Mr. N. G. Anbumani as its members. The chairman of the committee is Mr. N. G. Anbumani. The role, terms of reference, authority and powers of Audit Committee are in conformity with the provisions of the Companies Act, 1956 inserted by Companies Amendment Act, 2000. The Audit committee has had their meetings as per statutory requirements and has made no adverse comments.

Directors

Mr. D. Loganathan, Director liable to retire by rotation being eligible offers himself for re-appointment.

Auditors

The Auditors of the Company M/s. Ganesh Venkat & Co, Chartered Accountants, retire at the conclusion of this meeting and being eligible offer themselves for re-appointment to hold office till the conclusion of the next Annual General Meeting.

Particulars of Employees

There are no employees drawing remuneration in excess of the limits specified under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

None of the Directors of the company are disqualified U/s. 274(1 )(g) of the Companies Act, 1956.

Directors Responsibility Statement U/s. 217(2AA) of the (Companies Amendment) Act, 2000, indicating therein;

i. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii. That the directors had 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;

iv. That the directors had prepared the annual accounts on a going concern basis.

Public Deposits

The Company has not accepted any Public Deposits during the year.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

As required under Section 217(1 )(e) of The Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of the Board of Directors) Rule 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished below:

A. Conservation of Energy - The Company is making sustained efforts Continuously to minimize the consumption of Electricity and Fuel wherever used.

B. Technology Absorption - Not Applicable

C. Foreign Exchange Earnings - Nil

D. Foreign Exchange Outgo - Nil

Depository System

Pursuant to the Directions of the Securities and Exchange Board of India, the Company's Securities has been dematerialized and also admitted into National Securities Depository Limited and has been allotted with ISIN - INE332F01018. The Company's Shares are listed with Madras Stock Exchange, The Stock Exchange Mumbai and The Bangalore Stock Exchange. Your company has paid the Annual listing Fees up to- date and there are no arrears.

Corporate Governance

The Corporate Governance report as set out in Annexure hereto form an integral part of this report. A Certificate from a Practicing Company Secretary, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges is also annexed to the report on Corporate Governance.

Acknowledgement

Your Directors place on record their appreciation for the valuable services rendered by the Company's Shareholders, Bankers and other agencies associated with the Company. The Board expects much more continuous support and co-operation in the future years to come.

For and on behalf of the Board of Directors

Place : Chennai

Date . 31.08.2012 Managing Director Director

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Mar 31, 2009

The Directors are pleased to present the 15th Annual Report of the Company together with the Audited accounts for the year ended 31.03.2009.

Financial Highlights

The highlights of the financial performance of the company are as follows:

Particulars 31.03.2009 31.03.2008

(Rs. In lakhs) (Rs. In lakhs)

Total Income 19.25 508.50

Total Expenditure 63.53 524.05

Profit/(Loss) before Tax (44.28) (15.54)

Provision for deferred tax 2.64 4.88

Profit/ (Loss) after tax (41.84) (11.79)

Balance in P&L A/c. brought

forward 50.36 62.15

Surplus Carried forward to

Balance Sheet 8.52 50.36

Dividend

Due to non availability of profits during the financial year your Directors do not recommend any dividend for the financial year 2008 - 2009.

Operations

The Operations of the Company during the year under review was not quite satisfactory. The reasons may be attributed to sluggish market conditions. Though it is proposed to restructure the activities carried on by the Company keeping in view the current market trends and demand by entering into diversified business opportunities in the field of development of infrastructure projects, the Company has not ventured into such diversified business yet. However the Company has almost discontinued its export activities during this year.

Your Company is hopeful of better performance and reasonable profits in future.

Audit Committee

The Company has constituted an Audit Committee comprising of Mr. U.Subramanian, Y.M.R.Prasoona and Mr.Y.Meera Reddy as its members. The role, terms of reference, authority and powers of Audit Committee are in conformity with the provisions of the Companies Act, 1956 inserted by Companies Amendment Act, 2000. The Audit committee has had their meetings as per statutory requirements and has made no adverse comments.

Directors

Smt. Y.M.R. Prasoona, Director liable to retire by rotation being eligible offers herself for re- appointment.

Auditors

The Auditors of the Company M/s. Ganesh Venkat & Co, Chartered Accountants, retire at the conclusion of this meeting and being eligible offer themselves for re-appointment to hold office till the conclusion of the next Annual General Meeting.

PARTICULARS OF EMPLOYEES AS PER SECTION 217 (2A) & 217 (2AA) OF THE COMPANIES ACT, 1956 AND COMPANIES (AMENDMENT) ACT, 2000.

There are no employees drawing remuneration in excess of the limits specified under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

None of the Directors of the company are disqualified U/s. 274(1 )(g) of the Companies Act, 1956.

Directors Responsibility Statement U/s.217(2AA) of the (Companies Amendment) Act, 2000, indicating therein;

i. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had 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 at the end of the financial year and of the profit or loss of the Company for that period;

iii. That the directors had 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;

iv. That the directors had prepared the annual accounts on a going concern basis.

Public Deposits

The Company has not accepted any Public Deposits during the year.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

As required under Section 217(1)(e) of The Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of the Board of Directors) Rule 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished below:

A. Conservation of Energy - The Company is making sustained efforts continuously to minimise the consumption of Electricity and Fuel wherever used.

B. Technology Absorption - Not Applicable

C. Foreign Exchange Earnings - Rs. 265,365/- (Previous year Rs.42,029,248/-)

D. Foreign Exchange Outgo

- Purchase of Lobster &

- Transhipment charges - Nil (Previous year Rs. 2,53,280/-)

- CIF Value of Imports on

Capital Account - Nil

- Foreign Travel Expense - Nil (Previous year Nil)

Depository System

Pursuant to the Directions of the Securities and Exchange Board of India, the Companys Securities has been dematerialised and also admitted into National Securities Depository Limited and has been allotted with ISIN - INE332F01018. The Companys Shares are listed with Madras Stock Exchange, The Stock Exchange Mumbai and The Bangalore Stock Exchange. Your company has paid the Annual listing Fees up-to-date and there are no arrears.

Corporate Governance

The Corporate Governance report as set out in Annexure hereto form an integral part of this report. A Certificate from the auditors of the Company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges is also annexed to the report on Corporate Governance.

Acknowledgement

Your Directors place on record their appreciation for the valuable services rendered by the Companys Shareholders, employees, Bankers and other agencies associated with the Company. The Board expects much more continuous support and co-operation in the future years to come.

for & on behalf of the Board

Place : Chennai Sd/-

Date : 24.06.2009

Y. Meera Reddy Y.M.R.Prasoona

Managing Director Director