Directors' Report

The Shareholders of,

Ravindra Energy Limited

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

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

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

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

Financial Results

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

TRANSFER TO RESERVES

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

DIVIDEND

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

AMALGAMATION

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

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

RECLASSIFICATION/MODIFICATION OF PROMOTER AND PROMOTER GROUP

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

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

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

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

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

PROJECTS Solar Photo Voltaic (PV) Power Pumping Systems

a) Direct Orders under General & NABARD Scheme

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

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

b) Under KREDL Scheme

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

c) Under MEDA Scheme

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

Roof Mounted Solar Projects

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

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

OPEX-1919Kw OPEX-1850Kw

Ground Mount Solar Power Projects

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is presented separately and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013 ("the Act") and Indian Accounting Standard (AS)-27, the Company has prepared Consolidated Financial Statements for the financial year ended March 31, 2018 and which are annexed to this Annual Report.

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 21 subsidiary companies as on March 31, 2018 including 15 Limited Liability Partnerships by virtue of exercise of more than one half of total voting power at its own. There was no Associate or Joint Venture Company, within the meaning of Section 2(6) of the Companies Act, 2013, as on that date. There has been no material change in the nature of the business of the subsidiaries.

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

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

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

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

Pursuant to the proviso to Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, are available on the Company's website at www.ravindraenergy.com.

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

DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2018 the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

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

The report on Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

All related party transactions were placed before the Audit Committee for approval as per the Company's policy on related party transactions. The Policy is available on the Company's website at www.ravindraenergy.com. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature on yearly basis. A statement giving details of all related party transactions is placed before the Audit Committee for their approval.

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

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

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

The internal control systems are commensurate with the nature of business and the size and complexity of operations of the Company. The Audit Committee periodically evaluates adequacy and effectiveness of the Company's internal financial control systems and monitors the implementation of recommendations made by the Committee.

The Auditors of the Company have also opined that "the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2018". Further, Certificate of Compliance from the Chief Executive Officer and Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

Mr. Ramnath Sadekar - Company Secretary & Compliance Officer of the Company vacated his office on account of attaining the age of superannuation with effect from the close of business hours on June 30, 2018. Further, Mr. Vadiraj Mutalik an Associate Member of the Institute of Company Secretaries of India having ACS No. 50738, was appointed as the Company Secretary & Compliance Officer of the Company with effect from July 1, 2018, in compliance with the provisions of Section 203 of the Companies Act, 2013 and Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Satish Mehta, Mr. Vishwanath Mathur and Mr. Robert Taylor are Independent Directors on the Board. They have given declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Director during the year.

BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, Nomination and Remuneration Committee of the Board carried out an annual evaluation of every director's performance. Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations the Board evaluated performance of Independent Directors. The Independent Directors in a separate meeting reviewed the performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairperson.

AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS AND THEIR REPORT

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

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

The Auditors' Report to the shareholders for the year ended March 31, 2018 does not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/comments.

SECRETARIAL AUDITORS AND THEIR REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013 the Board appointed M/s. Sanjay Dholakia & Associates, Company Secretaries, Mumbai to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as Annexure I and forms part of this report.

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

COST RECORDS

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

DISCLOSURES AUDIT COMMITTEE

The Audit Committee comprises of two Independent Directors namely Mr. Satish Mehta (Chairman), Mr. Vishwanath Mathur and Mrs. Vidya Murkumbi as other member. Role of the Committee is provided in the Corporate Governance Report annexed to this report. All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Company has formulated policy on Vigil Mechanism/Whistle Blower for directors and employees to report concerns or grievances about unethical behavior, actual or suspected fraud or violation of Company's code of conduct or ethics policy, pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy may be accessed on the Company's website at www.ravindraenergy.com.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of two Independent Directors namely Mr. Satish Mehta (Chairman), Mr. Vishwanath Mathur and Mrs. Vidya Murkumbi as other member. The policy for Selection of Directors and determining Directors' Independence and policy relating to the Remuneration of Directors, Key Managerial Personnel and other Employees may be accessed on the Company's website at www.ravindraenergy.com.

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

INTERNAL COMPLAINTS COMMITTEES

The Board of directors in its meeting held on August 25, 2018 constituted a committee by name Internal Complaints Committee, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014.

MEETINGS OF THE BOARD

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

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

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

MATERIAL CHANGE AND COMMITMENT

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

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

- Conservation of Energy

Particulars with respect to conservation of

of energy pursuant to Rule 8(3) A of the Companies (Accounts) Rules, 2014 are not given as during the year under review the Company was engaged in the business of trading and installation of Solar Photo Voltaic (PV) Power Pumping Systems and Roof Mounted Solar Power Projects, not requiring consumption of power. Consumption of power was only for office purpose.

- Technology Absorption

The Company was not engaged in any activity relating to production and manufacture. No amount was therefore spent towards Technology Absorption. Particulars with respect to

Technology Absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules, 2014 are therefore not given.

- Foreign Exchange Earnings and Outgo

* Foreign exchange earnings: NIL.

* Foreign exchange outgo: Rs. 151.54 Million.

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure V.

There is no employee, who was employed throughout the financial year 2017-18, drawing remuneration which in aggregate was not less than Rupees One Crore and Two Lakhs per annum.

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

SECRETARIAL STANDARDS

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

GENERAL

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

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

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

c. Details of acceptance of money from Directors.

d. Details relating to Employees Stock Option Scheme.

e. Buyback of shares.

f. The Company does not have any scheme for provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

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

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

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

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

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

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

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

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

ACKNOWLEDGMENT

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

On behalf of the Board of Directors

For Ravindra Energy Limited

Place: Mumbai

Date: August 25, 2018 Sd/-

Vidya Murkumbi

Registered Office: Executive Chairperson

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

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

CIN: L40104KA1980PLC075720 Camp, Belagavi – 590001