Your Directors have the pleasure of presenting your company's annual report and the audited financial statements for the financial year ending 31st March 2025.

Your Company's performance for the financial year ended 31st March 2024 as per restated numbers and for the financial year 31st March 2025 is summarized below:

FINANCIAL RESULTS (' in crores)

• The face value of shares to be issued pursuant to the scheme has been provided in Equity share capital - Suspense account in the previous year 2023-2024.

• The figures for the financial 2024-2025 is only required to be consolidated. Consolidation was not applicable for the financial year 2023-2024.

COMMENCEMENT OF BUSINESS AND BUSINESS DESCRIPTION

Your Company was incorporated on 22nd January 2020. Your Company was a part of scheme of arrangement approved by the National Company Law Tribunal involving the group companies which inter alia involved the demerger and transfer of the drilling equipment business from Revathi Equipment Limited (REL) to your Company, thereby creating a distinct legal entity. The Scheme of Arrangement, which was sanctioned by the National Company Law Tribunal, Chennai (NCLT) vide order dated 14th June 2023 enabled the seamless transfer and vesting of all assets, liabilities, and operations of REL to your Company. In-accordance with the scheme, all the drilling equipment business along with the associated assets and liabilities were transferred to the Company pursuant to the demerger of Revathi Equipment Limited (Presently Semac Construction Limited) and the Company commenced its business operations in its name with effect from 10th July 2023.

The demerger was strategically undertaken to facilitate independent and focused management for both businesses, enhance operational efficiency, provide greater transparency for stakeholders, and unlock shareholder value. This separation empowered each entity to implement tailored strategies aligned with its respective industry dynamics, ensuring greater agility and long-term growth.

The appointed date of the Scheme was 01st April 2022, while the effective date was 10th July 2023. As per the Scheme, eligible shareholders of REL received one fully paid-up equity share of the Company for every share they held in REL as of the record date (03 rd May 2024). The shares were allotted by the Board of Directors on 07th May 2024.

A significant milestone in your Company's journey was reached during the reporting period on 11th September 2024, with its successful listing on BSE Limited (BSE Scrip Code: 544246) and the National Stock Exchange of India Limited (NSE Symbol: RVTH). This listing not only marked the Company's transition into an independent entity but also reinforced its commitment to delivering quality products and solutions for drilling and mining operations. It further strengthened your Company's position.

Presently, the Company is in the business of manufacturing and marketing Blast Hole Drills (Rotary and DTH, Diesel / Electric driven) for mining applications, Jackless Drills for Construction and Mining applications, Water Well Drills, Hydro-Fracturing Units and Exploratory Drills. All the drilling equipment business, contracts and agreements of the erstwhile Revathi Equipment Limited are undertaken and carried out by the Company.

The Company's drilling rigs are used extensively in mining operations. The Company offers drilling equipment with various hole sizes. The Company offer customers a comprehensive Maintenance and Service Contract, which enables them to outsource the maintenance of all their drilling equipment. The Company's products are used for in a variety of industries like coal, cement, gold, construction, iron ore, copper, etc

RESULTS OF OPERATIONS

The Hon'ble National Company Law Tribunal, Chennai Bench vide its Order dated 14th June 2023 has approved the Composite Scheme of Arrangement providing for demerger and transfer of drilling equipment business of Revathi Equipment Limited (Presently Semac Construction Limited) to the Company (Resulting Company). The Composite Scheme was made effective w.e.f. 10th July 2023 and from the appointed date 01st April 2022. Consequently, the Company has restated the comparative numbers for all the periods presented in the standalone financial statements to give effect to the Composite Scheme from the aforementioned appointed date, using the Pooling of Interest method of accounting following the requirements of Ind AS 103 "Business Combinations".

During the year under review, our Company has earned a revenue of Rs. 188.84 crores as against Rs. 221.13 crore in the previous year. The income from the operation of the Company for the financial year 2025 stood at Rs 178.53 crore compared to Rs 212.46 crore in the previous financial year. The expenditure incurred during the year under review was Rs. 161.09 crore as against Rs. 180.41 crore in the previous year. The Company's Net profit during the year under review stood at Rs 20.18 crore as compared to Rs 31.05 crore in the previous year.

The exponential growth of the Company in the financial year 2023-2024 was attributed to the substantial increase in export sales which has grown at 462% compared to the preceding year. However, the financial year 2024-2025 was characterized by many significant events like the ongoing, Russia-Ukraine war, Israel-Palestine war, Houthi attacks on shipping, Panama Canal drought, U.S.-China trade escalation, Critical minerals export restrictions by China and so on which disrupted the export business and also resulted in spike in energy prices which led to higher operating costs and pressure on profit margins. The Company incurred additional expenses, and the business was also affected by the implementation of the Composite Scheme of Arrangement approved by the National Company Law Tribunal, Chennai Bench, vide order dated 14th June 2023. However, it is gratifying to note that despite the challenging business, global and economic environment, the company was able to achieve and maintain good profit levels.

The Company has incorporated an wholly owned/ controlled Limited Liability Partnership by the name Revathi Drilling Solutions LLP (LLP Identification Number: ACK-4986) in India. The LLP is incorporated in India and registered with Registrar of Companies, Coimbatore, Tamil Nadu on 25th November 2024. During the year under review, there was only limited operations in the newly incorporated LLP.

The revenue of the Company disaggregated based on the products/ services and from domestic/ export sales are as follows:

Segment-wise position of the business and its operations.

During the year under review, the Company has incorporated a wholly owned/ controlled Limited Liability Partnership by the name Revathi Drilling Solutions LLP (LLP Identification Number: ACK-4986) in India. The LLP is incorporated in India and registered with Registrar of Companies, Coimbatore, Tamil Nadu on 25th November 2024. During the year under review, there was only limited operations in Revathi Drilling Solutions LLP.

The Company further after the reporting period has incorporated another wholly owned/ controlled Limited Liability Partnership by the name Global Essential Mining Supplies LLP (LLP Identification Number: ACN-3902) in India. The LLP is incorporated in India and registered with Registrar of Companies, Coimbatore, Tamil Nadu on 5th April 2025 and the LLP has not yet commenced its business operations till the date of this report.

The Board of Directors (including Audit Committee) have reviewed the affairs of the Subsidiaries and the salient features of the financials of Subsidiary Companies are provided in the prescribed format AOC -1 attached as Annexure I.

The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www.revathi.in).

MATERIAL SUBSIDIARIES

Based on Financial Statement as on 31st March 2025, your Company does not have any material subsidiary. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company's website and the same can be accessed by the following link:

https://www.revathi.in/wp-content/themes/rel/pdf/Policy-on-Material-Subsidiary.pdf

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

RESERVES

The Company has adjusted an amount of Rs 131.53 crores to its Capital Reserve on business combination to give effect to the scheme. As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The Company has transferred a net profit of Rs. 20.18 crores, which has been carried forward under the heading 'Retained Earnings. The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, is Rs 209.21 crore

The details of the reserves and surplus of the Company are mentioned in the Note to Financial under the head 'Other Equity'.

DIVIDEND

The Board of Directors do not recommend any dividend to the shareholders for the financial year 2024-2025 since the surplus is intended to be ploughed back into the business for its future growth.

FIXED DEPOSITS

The Company does not hold/ has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013, and the rules made thereunder. Since the Company has not accepted any fixed deposit covered under Chapter V of the Companies Act, 2013, and there were no deposits remaining unclaimed or unpaid as of 31st March 2025, the question of default in repayment of deposits or payment of interest thereon during the year does not arise.

UNSECURED LOAN FROM DIRECTORS

During the year under review, the Company has not borrowed any unsecured loan from any of the Directors of the Company. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/unclaimed Dividend required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Sections 124 & 125 of the Companies Act, 2013 during the year under review. However consequent to the implementation of the scheme of arrangement which inter alia involved the demerger of Semac Construction Limited (SCL), the Company issued/ allotted one equity shares of Rupees ten each to the shareholders of SCL for every one equity shares held by them in SCL as on 03rd May 2024 (Record date). As on record date, 609 (Six Hundred and Nine) equity shares of Rs.10/- (Rupees Ten only) each were held by the IEPF Authority in the Demat Account identified by them. In cases where members of SCL had their shares previously transferred to the IEPF Authority, the corresponding shares in your Company have also been transferred to the IEPF Authority. As a result, 609 (Six Hundred and Nine) equity shares of Rs.10/- (Rupees Ten only) each have been credited to the Demat Account identified by the IEPF Authority.

The details of the unclaimed underlying shares liable to be transferred to IEPF are also available on the Company's website. The Members whose unclaimed dividends/ shares have been assigned to IEPF may claim the same by applying to the IEPF Authority, in Form No. IEPF-5 is available on www.iepf.gov.in.

Members who have a claim on the shares as mentioned earlier may claim the same from the IEPF Authority by sending the request letter along with the requisite documents to Link Intime India Private Limited and after that file an online application in the prescribed e-Form IEPF-5 upon receiving the entitlement letter from the Company. The e-Form IEPF-5 is available on the website of the IEPF Authority www.iepf.gov.in. No claims shall lie against the Company with respect to the dividends/shares so transferred. Members/ claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs.3,50,00,000/- (Rupees Three crore fifty lakh only) divided into 35,00,000 (Thirty-Five lakhs) equity shares of Rs 10/- each and the issued, subscribed and paid-up share capital of the Company is Rs. 3,06,69,430 (Rupees Three crore six lakh sixty nine thousand four hundred and thirty only) divided into 30,66,943 (Thirty lakh Sixty Six thousand nine hundred and forty three) equity shares of Rs. 10/- each. The shares to be issued pursuant to the scheme has been accounted as Equity Share Capital - Suspense Account under the heading Equity in the Balance Sheet as at 31st March 2024.

In accordance with the Composite Scheme of Arrangement approved by the National Company Law Tribunal, Chennai Bench vide order dated 14th June 2023, the Company has cancelled the existing 1,000 equity shares of the Company and issued 30,66,943 (Thirty lakh Sixty-Six thousand nine hundred and forty-three) equity shares of Rs. 10/- each to the shareholders of Semac Construction Limited (former Semac Consultants Limited) to give effect to the demerger. The Board of Directors of the Company, at its meeting held on 07th May 2024, issued and allotted 1 (one) fully paid-up equity share of Revathi Equipment India Limited (former Renaissance Corporate Consultants Limited) for every 1 (one) equity shares of Rs. 10 each held by the shareholders of the Semac Construction Limited (former Semac Consultants Limited) as on the record date i.e., 03rd May 2024

LISTING ON BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Following the successful demerger and transfer of drilling equipment business to the Company, 30,66,943 (Thirty lakh Sixty Six thousand nine hundred and forty three) equity shares of Rs. 10/- each issued pursuant to the demerger to the shareholders of the demerged company by your Company were listed and commenced trading on BSE Limited and the National Stock Exchange of India Limited with effect from 11th September 2024.

The Company has paid the requisite Annual Listing and Custodial Fees to the Stock Exchanges and Depositories viz; Central Depository Services Limited ('CDSL') and National Securities Depository Limited ('NSDL'), respectively, for FY2025-2026.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company for the financial year 2024-25 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed at the link http://www.revathi.in/investor-relations/financials/annual-return/.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and adherence to the corporate governance requirements as set out by the Companies Act 2013 and the Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholders value.

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.revathi.in/ investor-relations/governance/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Company's Board has total 6 (six) members comprising of one Executive Director, two Non-Executive and Non-Independent Directors including a Woman Director and three Independent Directors. The Board of your Company consists of the following 6 (six) Directors:

1. Mr. Abhishek Dalmia - Managing Director

2. Mr. B V Ramanan - Non-Executive - Independent Director

3. Mr. V V Subramanian - Non-Executive - Independent Director

4. Mr. S Sundarasamy - Non-Executive - Independent Director

5. Ms. Deepali Dalmia - Non-Executive - Non Independent Director

6. Mr. P Muthusekkar - Non-Executive - Non Independent Director

EXECUTIVE DIRECTORS

The Board of Directors of the Company at their meeting held on 28th July 2023 appointed Mr. Abhishek Dalmia as Managing Director of the Company for a period of 5 years. The Members approved his appointment along with the remuneration at the Annual General Meeting held on 27th September 2024. Considering the contribution of Mr. Abhishek Dalmia in the growth of the business, the Board recommends the approval of members for the payment of remuneration as provided in notice of AGM for a period of three years commencing from financial year 2025-2026 to financial year 2027-2028.

NON-EXECUTIVE DIRECTORS

The Board of your Company consists of the following Non-Executive Directors including a Woman Director:

1. Ms. Deepali Dalmia - Non-Executive - Non Independent Director

2. Mr. P Muthusekkar - Non-Executive - Non Independent Director

The Board appointed Mr. P Muthusekkar as the Additional Director (Non-Executive - Non-Independent Director), liable to retire by rotation at their meeting held on 28th July 2023. Mr. P Muthusekkar has a demonstrated history of working in the machinery industry.

The members of the Company at the Annual General meeting held on 27th September 2024 approved the appointment of Mr. P Muthusekkar as Non-Executive Director liable to retire by rotation.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your

Company, Mr. P Muthusekkar is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. P Muthusekkar as Director for your approval.

Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

INDEPENDENT DIRECTORS

The Board of your Company consists of the following Non-Executive - Independent Director:

1. Mr. B V Ramanan - Non-Executive - Independent Director

2. Mr. V V Subramanian - Non-Executive - Independent Director

3. Mr. S Sundarasamy - Non-Executive - Independent Director

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors appointed during the year under review are persons with integrity and possess the requisite experience, expertise and proficiency required under applicable laws and the policies of the Company. The Company has received the requisite Notices from a Member in writing proposing their appointment as Independent Director.

They have duly registered with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs (IICA). In the Board's opinion, these Independent Directors satisfy the prescribed conditions and are independent of the Management.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Key Managerial Personnel ('KMPs') of the Company during FY25 are:

• Mr. Abhishek Dalmia - Managing Director

• Mr. Sudhir R - Chief Financial Officer

• Mr. Nishant Ramakrishnan - Company Secretary

During the year under review, there were no change in the KMPs of the Company.

EVALUATION OF THE BOARD ON ITS PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES

The Board has evaluated its performance, the Directors individually as well as the working of the Committees of the Board. The Board's performance was assessed based on input from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors have also evaluated the performance of Independent and Non-independent Directors, the Board as a whole and that of the Chairman of the Meetings.

The Board carried out a separate exercise to evaluate the performance of Individual Directors. The performance evaluation of the NonIndependent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Board was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors. The performance evaluation of the Chairman of the Board was based on various criteria, among other things, including the style of the Chairman's leadership, effective engagement with other Board members during and outside the meetings, allocation of time provided to other Board members at the meetings, effective engagement with shareholders during general meetings, etc.

The performance evaluation of the Managing Director and the Executive Director of the Company was carried out by the other Directors. The performance evaluation of the Managing Director and Executive Director was based on various criteria, inter alia, including standards of integrity, fairness and transparency demonstrated, identification of strategic targets, anticipation of future demands and opportunities, resource staffing to meet short-term and long-term goals, engagement with Board members, updating Board on significant issues, commitment to organisational values, vision and mission, adaptation to meet changing circumstances, knowledge and sensitivity of stakeholders' needs within and outside the Company.

The performance evaluation of Independent Directors was based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others constructively, knowledge acquired with regard to the Company's business, understanding of industry and global trends, ability to maintain independence, etc. Performance evaluation indicators for independent directors include contributing to and monitoring corporate governance practices and participation in longterm strategic planning.

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of members of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions, effectiveness of the Committee's recommendation for the decisions of the Board, etc.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has a Nomination and Remuneration Policy that spells out the criteria for determining qualifications, positive attributes and independence of a Director, and the policy on remuneration of Directors, Key Managerial Personnel and senior management employees, including functional heads. The policy enables and encourages the diversity of the board and provides the mechanism for the performance evaluation of the Chairman, individual Directors, Board of Directors, and Committees. The Board of Directors and the Nomination and Remuneration Committee of the Company periodically review the policy regarding the criteria for appointment and remuneration of Directors, including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy has been framed in accordance with Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration policy of the Company. The composition of the Nomination and Remuneration Committee and other relevant details are provided on the Company's website.

The Nomination and Remuneration policy of the Company is available on the Company's website at www.revathi.in/wp-content/ themes/rel/pdf/Nomination-Remuneration-Policy-19.pdf

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors has evaluated the Independent Directors, including those appointed/ re-appointed, and opined that their integrity, expertise, and experience (including proficiency) are satisfactory. As part of the outcome of the Performance Evaluation exercise, it was noted that the Board is Independent, operates at a high level of Governance Standards, and is committed to creating value for all stakeholders.

BOARD DIVERSITY POLICY

The Company recognises and embraces the importance of a diverse Board in its success. A truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, age, race and gender etc., which will help the Company to retain its competitive advantage. The Policy on Board Diversity has been adopted by the Company and available at the website at https://www.revathi.in/investor-relations/.

FAMILIARIZATION PROGRAMS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarisation program for the Independent Directors to familiarise them with their roles, rights and responsibilities as Independent Directors, the working of the Company, the nature of the industry in which the Company operates, business model and so on. The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates. All new independent directors inducted into the Board attend an orientation program. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining their role, function, duties and responsibilities. Independent Directors meet the business and functional heads and provide their inputs and suggestions on strategic and operational matters at the quarterly Board/Committee Meetings. Executive Directors and Senior Management provide an overview of the operations and familiarise the new Non-Executive Directors on matters related to the Company's values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies, etc. Strategic presentations are made to the board, and directors can interact with senior management. Directors are also informed of the various developments in the Company. The details of the familiarisation programmes imparted to independent directors are also available on the Company website at https://www.revathi.in/investor-relations/familiarization-programme/

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become Directors and who may be appointed to senior management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend to the Board, the appointment of any new Directors/Key Managerial Personnel or removal of the existing Directors/Key Managerial Personnel. The Committee recommends to the Board as to whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company decides whether to appoint a new Director/Key Managerial Personnel or reappoint / remove an existing Director/ Key Managerial Personnel, as the case may be.

COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013

The Company, pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management which inter alia provides for the diversity of the Board and the mechanism for performance evaluation of the Directors. The Company has adopted the following Policies which, inter alia, include criteria for determining qualifications, positive attributes and independence of a Director:

a) Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management; and

b) Policy for remuneration of the Directors, Key Managerial Personnel and other employees.

The Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down in the said Policy, succession planning for Directors and Senior Management, and Policy statement for Talent Management framework of the Company.

The Policy for remuneration of the Directors, Key Managerial Personnel and other employees sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in the Company.

The details of both the policies can be accessed on the Company's website at www.revathi.in/wp-content/themes/rel/pdf/Nomination-Remuneration-Policy-19.pdf

BOARD MEETINGS

The Company's Board Meetings were held with requisite notice and a valid quorum. During the year under review, seven (7) meetings of the Board were held. The dates, attendance records of the Directors, and other details of the meetings are given in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. For details, please refer to the Report on Corporate Governance, which forms part of this Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards, and these systems are adequate and operate effectively. The Company has duly complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Board of Directors (SS-1) and General Meeting (SS-2).

Details of composition, terms of reference and number of meetings held in FY25 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

AUDIT COMMITTEE

The Company has constituted an Audit Committee under Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee is comprised of the following Directors, viz.

1. Mr. V V Subramanian - Non-Executive - Independent Director

2. Mr. B V Ramanan - Non-Executive - Independent Director

3. Mr. S Sundarasamy - Non-Executive - Independent Director

All the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge.

The Company Secretary of the Company is the Secretary of the Committee. The Board has accepted the Audit Committee's recommendations during the year wherever required. Hence, no disclosure is required under Section 177(8) of the Companies Act, 2013, with respect to the rejection of any recommendations of the Audit Committee by the Board.

Details pertaining to composition and re-constitution of the Audit Committee are included in the Report on Corporate Governance. CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) consisting of the following directors as members:

1. Mr. Abhishek Dalmia

2. Mrs. Deepali Dalmia

3. Mr. V V Subramanian

4. Mr. B V Ramanan

The Company's CSR objectives are promoting education, eradicating hunger, poverty, and malnutrition; promoting healthcare, including preventive healthcare and sanitation and making available safe drinking water; ensuring environmental sustainability; and training to promote rural sports and rural development projects. The Company has developed a CSR policy in line with the activities mentioned in Schedule VII of the Companies Act, 2013.

A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy of the Company is available on the Company's website at the link: https://www.revathi.in/investor-relations/governance/

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details regarding loans, investments, and corporate guarantees provided by the Company have been disclosed in the notes in the financial statements.

The Company has complied with provisions of Section 186 of the Companies Act, 2013 during the year under review and the Loans, Guarantees and Investments made by the Company do not exceed the limits approved by the members of the Company/ limits set under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered pursuant to the omnibus approval so granted were reviewed, and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large.

During the year, the material related party transactions pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations had been duly approved by the shareholders of your Company in the Annual General Meeting held on 27th September 2024 and through postal ballot on 31st March 2025.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

The Company has framed a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website at https://www.revathi.in/investor-relations/governance/.

Particulars of contracts or arrangements with related parties are referred to in sub-section (1) of Section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure III.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

No significant or material orders have been passed by the Regulators, Courts, or Tribunals that impact the going concern status and future operations of your Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company that needs to be disclosed for the financial year 20242025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report that would impact your Company's financial position. Additionally, there has been no change in the nature of your Company's business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34, read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is presented in a separate section forming part of the Annual Report.

The state of affairs of the business, along with the financial and operational developments, has been discussed in detail in the Management Discussion and Analysis Report.

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

The information pertaining to conservation of energy, technology absorption, Foreign Exchange earnings and outgo as required under The information pertaining to conservation of energy, technology absorption, Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure IV and is attached to this report.

CREDIT RATING

The Company's financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies for the credit facilities availed by the Company. The Company has not issued any debt instruments or has undertaken any fixed deposit programme or any scheme or proposal involving mobilization of funds, whether in India or abroad. Hence the Company was not required to obtain credit rating for any debt instrument, fixed deposit programme or any other scheme involving mobilization of funds.

STATUTORY AUDITORS

The Board of Directors, at its meeting held on 25th May 2023, recommended the appointment of M/s. S.S. Kothari Mehta & Co LLP (Firm Registration No. 000756N), Chartered Accountants, New Delhi, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s B. R. Maheswari & Co LLP, Chartered Accountants. The members of the Company at the Annual General Meeting held on 02nd June 2023 approved the appointment of M/s. S.S. Kothari Mehta & Co LLP (Firm Registration No. 000756N), Chartered Accountants, New Delhi, as the Statutory Auditors of the Company for a period of 5 years.

M/s. S.S. Kothari Mehta & Co LLP (Firm Registration No. 000756N), Chartered Accountants, New Delhi, shall hold office from the conclusion of the 4th Annual General Meeting of the Company held on 02nd June 2023 for a period of 5 consecutive years till the conclusion of the Annual General Meeting to be held in the calendar year 2028.

The Company has received the necessary consent letter and certificate from M/s. S.S. Kothari Mehta & Co LLP (Firm Registration No. 000756N), Chartered Accountants, New Delhi, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

There are no audit qualifications, reservations or adverse remarks from the Statutory Auditors during the year under review. The Notes to the financial statements referred in the Auditors' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has appointed M/s MDS & Associates LLP (LLPIN: ABZ-8060) Peer Reviewed Firm of Company Secretaries in Practice (6468/2025), to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as Annexure-VI of this report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The observation of Secretarial Auditor is self-explanatory in nature and does not require any comments from the Board.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought at the ensuing AGM scheduled on 12th September 2025, M/s MDS & Associates LLP (LLPIN: ABZ-8060; Peer Review Certificate No.: 6468/2025) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive years from FY 2025-26 till FY 2029-30.

M/s MDS & Associates LLP have confirmed that it is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

COST AUDITORS

The provisions of Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 will be applicable to the Company for the financial year 2024-2025. Accordingly, the Company has duly made and maintained the cost records as mandated by the Central Government.

The Company has appointed M/s. P. Mohankumar & Co, Cost Accountants (Firm Registration Number 100490) as Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2025-2026. The Board of Directors has decided to pay a remuneration of Rs. 1,25,000 (Rupees One Lakhs Twenty-Five Thousand only) (excluding all taxes and reimbursement of out-of-pocket expenses) to M/s. P. Mohankumar & Co, Cost Accountants (Firm Registration Number 100490), to audit the cost records of the Company for the financial year ending 31st March 2026. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors, as recommended by the Audit Committee and approved by the Board of Directors of the Company, has to be ratified by the Members of the Company. The Board recommends his remuneration.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has implemented and evaluated the Internal Financial Controls which provides a reasonable assurance in providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, preventing and detecting frauds, accuracy and completeness of accounting records. Internal Financial Controls are part of the Risk Management process addressing financial and financial reporting risks. They ensure the orderly and efficient conduct of business, including adherence to Company policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records. They aid in the timely preparation of financial statements. The Internal Financial Controls have been documented, digitized, and embedded in the business process.

The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The effectiveness of the internal controls, including the internal financial controls, of the Company are reviewed by the Audit Committee and by the Board annually. The Directors and Management confirm that the Internal Financial Controls of the Company are adequate and commensurate with the size and nature of the Company's business. The Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2025.

INTERNAL AUDITORS

The Company has appointed M/s. PriceWaterhouseCoopers Services LLP, a reputed Audit firm located at Menon Eternity, 7th—10th Floor, St. Mary's Road, Alwarpet, Chennai—600018, as the Internal Auditors of the Company for the financial year 2025-2026. The Internal Auditors review and monitor the internal financial controls and their adequacy in the course of their audit. The Company reviews the opinions and recommendations of the Internal Auditors and takes action on the same.

CEO/CFO CERTIFICATION

As required under the SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015, the Chairman, Managing Director, and Chief Financial Officer have furnished the Board with the necessary certificate on the financial statements presented.

RISK MANAGEMENT

The Company has a structured risk management policy, which is continuously reviewed by the Management and by the Board of Directors of the Company. The Risk Management Policy of the Company assists the Board in:

a) Safeguarding the organisation from various risks through appropriate and timely actions.

b) Anticipating, evaluating and mitigating risks to minimise its impact on the business.

c) Ensure that potential risks are inventoried and integrated into the management process so that they are given the necessary consideration during decision-making.

d) Ensuring that all the risks that the organisation faces, such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, etc, have been identified and assessed.

The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is structured to anticipate, evaluate and mitigate risks to minimise its impact on the business. The potential risks are inventoried and integrated with the management process so that they receive the necessary consideration during decision-making. The Company ensures that the Audit Committee, as well as the Board of Directors, are kept duly informed about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

CYBERSECURITY

The Company recognizes the growing threat of cyberattacks, which can compromise data security, disrupt operations, and damage the company's reputation. Cybersecurity risk arises from vulnerabilities in information technology systems and networks that may be exploited by malicious members.

The Company has implemented a comprehensive cybersecurity strategy to mitigate cybersecurity risks. This strategy enables the Company to mitigate risks, enhance its defence and ensure business continuity in the face of the growing cyber threat landscape. The Company has implemented several critical programs and controls, including implementing cloud security solutions, such as policy evaluation and monitoring, with adherence to industry standards.

HUMAN RESOURCES MANAGEMENT

The employees are the most important assets of the Company. The Company is committed to hiring and retaining the best talent and being among the industry's leading employers. The Company has also taken steps to retain its talent pool, enhance the skills of existing people and recruit the most suited talent to spearhead its growth initiatives. For this, the Company focuses on promoting a collaborative, transparent, and participative organizational culture, rewarding merit, and sustaining high performance. The human resource management of the Company focuses on allowing the employees to develop their skills, grow in their careers and navigate to the next level.

PARTICULARS OF EMPLOYEES

Your Company had 222 (standalone basis) employees as of 31st March 2025. The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees' remuneration are provided in Annexure V of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. The Company has provided adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behaviour or any violation of the Company's code of conduct. The policy on Vigil Mechanism is available on the website of the Company at https://www.revathi.in/investor-relations/governance/

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company employs women in various cadres within the Office/factory premises. The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment. Your Company has zero tolerance on sexual harassment at the workplace.

The following is a summary of sexual harassment complaints received and disposed of during the years 2024-25:

No. of complaints at the beginning of the year 2024-25:: NIL

No. of complaints received during the year 2024-25 : NIL

No. of complaints disposed off during the year 2024-25: NIL

No. of complaints at the end of the year 2024-25 : NIL

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. To foster a supportive environment for families, we have introduced initiatives such as women's travel safety policies and an extensive maternity support policy. In conformance with the regulatory norms, we also provide them with the maternity and paternity benefits.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the 31st March 2025.

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

DETAILS OF EMPLOYEE STOCK OPTIONS

The Company does not have any Employee Stock Option Scheme/ Plan.

PREVENTION OF INSIDER TRADING POLICY

The Company has adopted a Code of Conduct for Prevention of Insider Trading following SEBI (Prohibition of Insider Trading) Regulations,

2015, to regulate trading in securities by the Directors and designated employees of the Company post listing of Company's shares. The Board of Directors of the Company has amended the policy pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, and the same is available on the Company's website: https://www.revathi.in/investor-relations/governance/.

The Company has also appointed an outside agency to monitor and report to the Company regarding the trading in securities by the Directors and designated employees of the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR

No applications have been made, and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code,

2016.

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 ALONG WITH THE REASONS THEREOF

No one time settlement of loan was obtained from the Banks or Financial Institutions.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirm that:

(a) The applicable accounting standards have been followed in preparing the annual accounts for the financial year ending 31 March 2025, and there are no material departures from those standards.

(b) The Directors have selected such accounting policies and have applied them consistently, making judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company's state of affairs as of 31 March 2025 and of its profit for the financial year ended on that date.

(c) The Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act to safeguard the Company's assets and prevent and detect fraud and other irregularities.

(d) The Directors have prepared the annual accounts for the financial year ended 31st March 2025 on a 'going concern' basis.

(e) The Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively.

(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.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation of the assistance and guidance provided by the Regulators, Stock Exchanges, and other statutory bodies. Your Directors express their appreciation of the dedicated efforts and contributions made by the employees at all levels The Directors also place on record their appreciation of the continued support and recognition provided by the company's esteemed customers and bankers.