- FOR FINANCIAL YEAR 2023-24

Dear Members,

Your Directors have the pleasure of presenting your company's annual report and the audited financial statements for the financial year ending 31st March 2024.

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 Consultants 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 appointed date, using the Pooling of Interest method of accounting following the requirements of Ind AS 103 "Business Combinations".

Your Company's performance for the financial year ended 31st March 2023 as per restated numbers and for the financial year 31st March 2024 is summarised below:

FINANCIAL RESULTS ('Rs in crores)

The face value of shares to be issued pursuant to the scheme has been provided in Equity share capital - Suspense account. COMMENCEMENT OF BUSINESS AND BUSINESS DESCRIPTION

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 Consultants Limited). 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.

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 Consultants 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. 221.13 crores as against Rs. 113.96 crore in the previous year. The income from the operation of the Company for the financial year 2024 stood at Rs 212.46 crore compared to Rs 109.66 crore in the previous financial year, resulting in a 93.75% growth in revenue. The expenditure incurred during the year under review was Rs. 180.41 crore as against Rs. 94.33 crore in the previous year. The Company's Net profit during the year under review stood at Rs 31.05 crore as compared to Rs 13.38 crore in the previous year. The exponential growth of the Company is attributed to the substantial increase in export sales which has grown at 462% compared to the previous year.

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 environment, the company's profit after tax has more than doubled during the year under review compared to the previous year.

Segment-wise position of the business and its operations.

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

The Company does not have any subsidiaries. Hence, there is no requirement to prepare the Consolidated financials for the Company. 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. The Company has transferred a net profit of Rs. 31.05 crores, which has been carried forward under the heading 'Retained Earnings. The details of the reserves and surplus of the Company are mentioned in the Note to Financial under the head 'Other Equity'.

The Board of Directors do not recommend any dividend to the shareholders for the financial year 2023-2024 since the surplus is intended to be ploughed back into the business for its future growth.

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 31 March 2024, the question of default in repayment of deposits or payment of interest thereon during the year does not arise.

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, pursuant to Section 124(6) of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 609 (Six Hundred and Nine) equity shares of Rs.10/- (Rupees Ten only) each on which dividend had remained unclaimed for 7 years is remaining in the Demat Account identified by the IEPF Authority. Consequent to the demerger, the Company issued/ allotted shares to the shareholders of Semac Consultants Limited as of 03rd May 2024 in a 1:1 ratio. 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.

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. 10,000 (Rupees Ten thousand only) divided into 1,000 (Thousand) 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 is required to cancel the existing 1,000 equity shares of the Company and issue 30,66,943 (Thirty lakh Sixty-Six thousand nine hundred and forty-three) equity shares of Rs. 10/- each to the shareholders of Semac Consultants Limited (former Revathi Equipment Limited) to give effect to the demerger. Accordingly, 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 Consultants Limited as on the record date i.e., 03 rd May 2024. The Company has applied to the stock exchanges for the listing of shares

so allotted, and the regulatory approval for the same is pending. Apart from the above, there was no change in the Company's Capital Structure during the financial year under review.

The Annual Return of the Company for the financial year 2023-24 as required under 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/.

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.

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 L Muthusekkar Non-Executive-Non Independent Director

During the year under review, Mr. S Balasundaram (Non-Executive - Non Independent Director) resigned from the Board with effect from 08th July 2023 due to personal reasons.

Mr V V Subramanian, Mr S Sundarasamy and Mr. B V Ramanan were the Non-Executive - Non-Independent Director of Revathi Equipment Limited (Presently Semac Consultants Limited) before the demerger and have made a substantial contribution during their tenure in the demerged entity. Considering the corporate restructuring undertaken by the Company and taking into account the business knowledge, acumen, experience and substantial contribution made by them and their familiarity with the drilling equipment business, the Board was of the view that the continued association of Mr V V Subramanian, Mr S Sundarasamy and Mr. B V Ramanan as Independent Directors of the Company for a term of 5 consecutive years will be beneficial to the Company. Considering the same, Mr S Sundarasamy and Mr. B V Ramanan were appointed as Additional Directors of the Company at the Board Meeting held on 25 May 2023. The shareholders of the Company subsequently approved/ regularised the appointment of Mr V V Subramanian, Mr S Sundarasamy and Mr. B V Ramanan as Non-Executive Independent Directors of the Company at the Annual General Meeting of the Company held on 02 nd June 2023 for a period of 5 years.

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.

In line with the provisions of the Act and the Articles of Association of the Company, Ms Deepali Dalmia (DIN: 00017415) will retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. The Board recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The Board appointed Mr P L 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 L Muthusekkar has a demonstrated history of working in the machinery industry. Brief Profiles of Mr P L Muthusekkar are provided in the Notice of the Annual General Meeting. The Board of Directors of the Company is of the opinion that the appointment of Mr P L Muthusekkar as Director will be beneficial for the Company and hence recommends his appointment as Non-Executive - Non-Independent Director of the Company.

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. Mr. Abhishek Dalmia held the position of Managing Director in of Revathi Equipment Limited (Presently Semac Consultants Limited) before the demerger and was instrumental in the growth of drilling equipment business. The Board recommends his appointment as the Managing Director along with the remuneration proposed in the Notice of Annual General Meeting for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The following are the Key Managerial Personnel of the Company:

Mr. Sudhir R and Mr. Nishant Ramakrishnan were the Chief Financial Officer and Company Secretary of Revathi Equipment Limited (Presently Semac Consultants Limited) before the demerger. As per the scheme approved by the NCLT, all the employees of the demerged entity have to be transferred to the Company, and the Board, at its meeting held on 19th July 2023, appointed Mr Sudhir R as Chief Financial Officer and Mr Nishant Ramakrishnan as the Company Secretary to give effect to the scheme.

The Company's Independent Directors have declared that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their names are included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Pursuant to Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Director's Databank Registration Certificate issued by the Independent Director's Databank and Indian Institute of Corporate Affairs, received from all the Company's Independent Directors, was noted by the Board of Directors.

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.

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

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.

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/.

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/

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.

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

The Company's Board Meetings were held with requisite notice and a valid quorum. The Board met 7 (Seven) times during the financial year 2023-2024 on 03rd April 2023, 25th May 2023, 19th July 2023, 28th July 2023, 27th September 2023, 27th October 2023 and 25th January 2024. The maximum interval between any two meetings did not exceed 120 days. The details of the composition of the Board Meetings, attendance of the Directors, and other relevant information are provided in the Annual Return uploaded to the Company's website.

NE - Not Entitled

The details of the composition of the Board Meetings, attendance of the Directors, and other relevant information are provided in the Annual Return uploaded to the Company's website.

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).

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

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. Ms 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.

The Annual Report on Corporate Social Responsibility activities undertaken by the Company is furnished in Annexure I and is attached to this report.

The CSR Policy of the Company is available on the Company's website at the link: https://www.revathi.in/investor-relations/governance/ 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 details of Investments, Loans or Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements in the manner below:

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. 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.

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.

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 II.

No significant and material orders passed by the regulators, courts, or tribunals impact the going concern status and the company's future operations. The National Company Law Tribunal, vide its order dated 14th June 2023, approved the demerger of Revathi Equipment Limited (presently Semac Consultants Limited), whereby all the business of manufacturing and sales of drilling rigs and spares of Revathi Equipment Limited, including all the associated assets and liabilities has been transferred to the Company, Revathi Equipment India Limited (former Renaissance Corporate Consultants Limited). The Company is presently manufacturing and selling drilling rigs and spares.

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 of drilling equipment business of Revathi Equipment Limited (Presently Semac Consultants Limited) whereby all the business of manufacturing and sales of drilling rigs and spares of Revathi Equipment Limited including all the associated assets and liabilities was transferred to Revathi Equipment India Limited (formerly known as Renaissance Corporate Consultants Limited). The Composite Scheme was made effective w.e.f. 10th July 2023 and from the appointed date 01st April 2022. As per the Scheme, the transfer of all assets and liabilities of Revathi Equipment Limited was accounted for on a retrospective basis from 01st April 2022 to Revathi Equipment India Limited (formerly known as Renaissance Corporate Consultants Limited).

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".

Apart from the above, there were no material changes and commitments affecting the company's financial position.

The Hon'ble National Company Law Tribunal, Chennai Bench vide its Order dated 14th June 2023 has approved the Composite Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited ("REL") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL") and their respective shareholders and creditors (hereinafter referred as "Scheme").

As stated above, the Composite Scheme was made effective w.e.f. 10th July 2023 and from the appointed date 01st April 2022. Following the Scheme, the transfer of all assets and liabilities of Revathi Equipment Limited was accounted for on a retrospective basis from 01st April 2022 to Revathi Equipment India Limited (formerly known as Renaissance Corporate Consultants Limited). Renaissance Corporate Consultants Limited was renamed "Revathi Equipment India Limited" to increase the company's visibility and identify with the previous business.

In-accordance with the scheme, the Board of Directors of the Company at its meeting held on 07th May 2024:

• Cancelled the existing 1000 shares of the Company held by the shareholders without any consideration.

• Issued and allotted 1 (one) fully paid up equity shares of Rs 10 each of the Company for every 1 equity share of Rs. 10 each held by the shareholders in Semac Consultants Limited as on the record date i.e. 03rd May 2024.

The Company has applied for listing its equity shares on the Stock Exchanges, i.e., NSE and BSE, and is waiting for final listing and trading approval.

Apart from the above, there have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this 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 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 III and is attached to this report.

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.

M/s B. R. Maheswari & Co LLP, Chartered Accountants, 312, JMD Pacific Square, Sector-15 (II), Gurgaon, India - 122001 was appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 1st Annual General Meeting of the Company held on 30th September 2020 for a period of 5 consecutive years till the conclusion of the 06th Annual General Meeting to be held in the year 2025. Consequent to the scheme becoming effective, M/s B. R. Maheswari & Co LLP, Chartered Accountants, resigned from the office of statutory auditors, and the Board took note of the same at the Board Meeting held on 25th May 2023.

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 09th Annual General Meeting to be held in the 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 Secretarial Audit for the Company was not applicable for the financial year 2023-2024 in-accordance with Section 204 of the Companies Act 2013. The Company has appointed Mr. M. D. Selvaraj of M/s. MDS & Associates LLP, Company Secretaries in Practice, Coimbatore as Secretarial Auditors for the financial year 2024-2025 in-accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. M/s. MDS & Associates LLP, Company Secretaries in Practice, Coimbatore as Secretarial Auditors will undertake the Secretarial Audit of the Company for the financial year 2024-2025.

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 2023-2024. 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 2023-2024 and 2024-2025. The Board of Directors has decided to pay a remuneration of Rs. 1,15,000 (Rupees One Lakhs Fifteen Thousand only) for each year (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 2024 and financial year ending 31st March 2025. 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

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.

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. 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 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 2024-2025. 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.

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.

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.

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.

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 organisational 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.

In accordance with the Composite Scheme of Arrangement approved by the National Company Law Tribunal vide order dated 14th June 2023, all the employees associated with the drilling equipment business of the demerged Company were transferred to the Company. As of 31st March 2024, the Company has 218 permanent employees on a standalone basis. The disclosures as stipulated under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company..

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/

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.

The following is a summary of sexual harassment complaints received and disposed of during the years 2023-24:

•No. of complaints at the beginning of the year 2023-24:NIL •No. of complaints received during the year 2023-24:NIL •No. of complaints disposed off during the year 2023-24:NIL •No. of complaints at the end of the year 2023-24 :NIL 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.

The same will apply from the date on which the Company's shares are listed on the stock exchanges.

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

2016.

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

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 2024, 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 2024 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 2024 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.

The Members may note that the Company has already applied for listing of the Company's shares in the stock market and is waiting for the regulatory approvals. The Company has already received in-principle approval from BSE and NSE on July 16, 2024,and July 18, 2024, respectively. Further, the Company has been granted an exemption from the application of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957 by the SEBI vide its letter no. SEBI/HO/CFD/CFD-RAC-DCR1/P/OW/2024/26911/1 dated 23 rd August 23, 2024. The Company expects its shares to get listed before the ensuing Annual General Meeting. Hence the Company has voluntarily prepared and included many provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the Director's Report.

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.