Retro Green Revolution Ltd

Dematerialisation status and listing

• Dematerialisation requests processed; certificates dematerialised and depository name substituted as registered owner.
• Securities dematerialised have been listed on stock exchanges.
• Physical certificates dematerialised were mutilated, cancelled, and depository name substituted as registered owner.
• No physical certificates were received for demat during the quarter.

Financial performance

• Consolidated revenue from operations: ₹139.18 Lakh.
• Consolidated total income: ₹141.49 Lakh.
• Standalone revenue from operations: ₹49.32 Lakh.
• Standalone PAT: ₹-5.58 Lakh.
• Consolidated PAT: ₹14.01 Lakh.
• Dividend for FY2025-26: not declared.
• Company pruned business; seeking new opportunities.
• 100% subsidiary Trendy Tactic Marketing Pvt. Ltd consolidated.

Capital structure & liquidity

• Authorised share capital: Rs 4,00,00,000.
• Issued/subscribed capital: Rs 3,79,98,000; post-swap total Rs 6,69,58,000.
• No bank borrowings during the year.
• Standalone cash and cash equivalents: ₹50.64 Lakh.

Dividend & AGM

• 36th AGM on 30 Sep 2026 via VC/OAVM.
• Annual report available at www.retrogreen.in.
• Register of members closed 24-09-2026 to 30-09-2026.

Governance & board

• Resignations: Akash Pawar, Motibhai Vaniya, Nidhi Gandhi, Dharmik Nagariya.
• Mousumi Halder appointed Independent Director from 07-Sep-2026.
• Ripan Das appointed Executive Director from 22-Jan-2026.
• Eight Board meetings held; seven Audit Committee meetings.

Auditors & internal controls

• Statutory auditors: Shweta Jain & Co LLP for 5 years.
• Previous auditor Mayur Shah & Associates resigned Dec 23, 2025.
• Secretarial auditor: Jaiswal A & Co.
• Internal auditor not appointed; actions planned.

Subsidiaries & consolidation

• 100% subsidiary Trendy Tactic Marketing Pvt. Ltd; consolidated.
• Management discussion and analysis annexed (Annexure D).

Risks & compliance

• Risks include competition and exchange rate volatility.
• Regulatory show-cause notices outstanding; ongoing remediation.

Material changes

• No material changes or commitments affecting financial position.

Standalone results

• Quarter ended 30.06.2026: standalone unaudited results; consolidated unaudited results.
• Trading is the sole reportable segment.
• Board approved unaudited results on 14 Aug 2026.
• Statutory Auditors expressed an unmodified opinion.

Standalone financials

• Standalone Total Income for the Period Rs -6.45 Lakhs.
• Paid-up equity share capital Rs 799.80 Lakhs.

Consolidated highlights

• Consolidated: single reportable segment – Trading.
• Consolidated Total Income for the Period Rs -6.45 Lakhs (Q1 2026).

Parties

• Retro Green Revolution Limited and GYSCOAL Enterprise Private Limited are the contracting parties.
• CINs: Retro LO01130GJ1990PLC014435; GYSCOAL CIN U40100GJ1999PTC036337.

Purpose

• Strategic investment to expand GYSCOAL; Retro may acquire up to 60% equity on a fully diluted basis.

Key Terms

• Proposed investment up to INR 45 crore in one or more stages.
• Subject to due diligence, internal/regulatory approvals, and execution of definitive agreements.
• Funding may be via preferential issue, rights issue, QIP, private/public placement, or internal accruals.
• Initial investment may be through ICD, secured/unsecured financial assistance, convertible loan, or convertible instruments.
• RETRO may acquire up to 60% on a fully diluted basis; exact % based on valuation and approvals.
• Proceeds for working capital, capex, technology upgrade, debt repayment, and growth.
• Valuation by Independent Valuer or SEBI-registered merchant banker.
• GYSCOAL to nominate two directors on RETRO's board.
• RETRO to nominate two directors on GYSCOAL's board.
• Exclusivity to negotiate the proposed transaction exclusively.
• Compliance: Companies Act 2013, SEBI, FEMA and other laws apply.
• Term: 60 days validity; extension possible by written consent.
• Termination: 15 days' notice; confidentiality and accrued rights survive.
• Governing law: India; arbitration in Ahmedabad, Gujarat; English language.
• Non-binding except confidentiality; definitive agreements required for binding rights.

Related party status

• Not disclosed; no promoter/group relationships stated.

Impact

• Potential ownership/control shift if 60% stake acquired; GYSCOAL could become RETRO subsidiary.
• Funds aimed at working capital, expansion, equipment upgrades.

Disclosures / Compliance

• Regulatory approvals required; due diligence; stock exchange/regulatory consents as applicable.
• Contingent on execution of definitive agreements.

Parties

• Parties: Retro Green Revolution Limited and GYSCOAL Enterprise Private Limited.
• Date of MOU: 12 August 2026.

Key terms

• Retro may acquire up to 60% equity in GYSCOAL on a fully diluted basis.
• Investment aims to support expansion, strategic growth, and long-term value creation.
• MOU is non-binding except confidentiality; basis for definitive Share Subscription and Shareholders Agreements.
• Definitive agreements include Share Subscription and Shareholders Agreements.
• Transaction subject to due diligence and regulatory approvals.

Regulatory & related-party

• Regulatory approvals required; due diligence to precede definitive agreements.
• Related party status: not disclosed; no promoter/group links stated.

Impact & next steps

• Potential impact: change in ownership up to 60% upon due diligence and approvals.
• Next steps: execution of definitive agreements and regulatory clearances.

Meeting Details

• Date and time: 14 August 2026 at 3:30 PM; venue: Registered Office.

Key Agenda Items

• Audited financial results for quarter ended 30 June 2026, with Auditor's Review Report.
• Any other business with the permission of the Chairman.

Other Notes

• No other material items disclosed.

Dematerialisation status

• Dematerialisation requests processed; securities received from depository participants for dematerialisation.
• No physical certificates were received for demat during the period.
• Securities dematerialised have been listed on the stock exchanges.
• Depository name substituted as registered owner in records within prescribed timeline.

Retro Green Revolution Ltd — Trading window closed from July 1, 2026 until 48 hours after the announcement of unaudited Financial results of the Company for the Quarter ended 30 June, 2026.