Refex Renewables & Infrastructure Ltd

Dear Members,

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:

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:

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: -

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: -

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: -

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:

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:

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.

(b) Foreign Exchange Earnings and Outgo:

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

* Based on number of demat accounts/ folio numbers.

* 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.

Description of the ESOS Scheme:

The Company has obtained requisite approvals under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, with respect to adoption of RRIL - Employees Stock Option Scheme 2022 ("RRIL ESOS 2022") as recommended by the Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company, in their respective meetings held on August 10, 2022.

Subsequently, requisite approvals from the shareholders was also obtained by way of special resolutions passed in their 28^th Annual General Meeting held on September 30, 2022.

The Company had also received the in-principle listing approval from BSE Limited on November 01, 2022, for issue and allotment of 4,48,990 equity shares having face value of ?10/- each, to be allotted by the Company, upon exercise of stock options in terms of the RRIL ESOS 2022.

Statement as on March 31, 2024, for RRIL ESOS 2022, as required under Regulation 14 read with Part F of Schedule I to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is as follows:

A) Details of Options granted to the employees of the Company:

B) Details of Options granted to the employees of subsidiary(s) of the Company: