Retro Green Revolution Limited Executes Strategic Investment MOU with Sevenglow Lights

Retro Green Revolution Limited has executed a comprehensive Memorandum of Understanding (MOU) with Sevenglow Lights Limited for strategic investment and equity participation. The company disclosed this development to BSE Limited on 03 April, 2026, in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Strategic Investment Framework

The MOU, dated 25th March, 2026, establishes a structured approach for strategic investment by Retro Green Revolution Limited in Sevenglow Lights Limited. The agreement is designed to support business expansion, strategic growth, and long-term value creation through a phased equity acquisition model.

Investment Parameter: Details Initial Equity Stake: Up to 36% Maximum Potential Shareholding: Up to 100% (phased manner) Investment Structure: Single or multiple tranches Investment Purpose: Business expansion, strategic growth, long-term value creation

Investment Modes and Governance Structure

The proposed investment will be undertaken through various mechanisms including preferential allotment, rights issue, subscription to equity shares, or convertible instruments. Upon acquiring the initial 36% shareholding, Retro Green Revolution will have the right to appoint not less than one-third of the total Board of Directors of Sevenglow Lights Limited.

Should the shareholding increase beyond 36% and up to 100%, the company will gain the right to appoint a majority of directors (more than 50%) and may assume management control, subject to applicable laws. The board composition will comply with SEBI LODR Regulation 17 at all times.

Regulatory Compliance and Fund Raising

Retro Green Revolution may raise funds for the investment through equity issuance (rights or preferential), debt financing, or hybrid instruments. The transaction will comply with comprehensive regulatory requirements to ensure full legal compliance.

Compliance Framework: Applicable Regulations Corporate Law: Companies Act 2013 India Securities Regulations: SEBI ICDR Regulations 2018 Listing Requirements: SEBI LODR Regulations 2015 Takeover Code: SEBI SAST Regulations 2011 Exchange Rules: BSE/Stock Exchange regulations

Performance-Based Investment and Due Diligence

Further investment beyond the initial 36% stake will be linked to performance metrics including EBITDA targets, revenue milestones, and business expansion metrics. Detailed parameters will be agreed upon in the Shareholders Agreement (SHA).

The investment remains subject to comprehensive due diligence covering legal, financial, and secretarial compliance reviews, along with verification of statutory filings, bank records, and corporate records. Completion will require board approvals from both parties, shareholder approvals if required, regulatory approvals, satisfactory due diligence, and no material adverse change.

Agreement Terms and Validity

The MOU is non-binding in nature except for certain standard clauses such as confidentiality, governing law, and exclusivity if separately agreed. Both parties will maintain strict confidentiality regarding financial information, business strategies, and transaction terms. The agreement will be governed by Indian laws and subject to the jurisdiction of courts at Ahmedabad.

The MOU remains valid for 6 months unless extended by mutual consent and may be terminated by mutual consent, upon failure of conditions precedent, or if due diligence proves unsatisfactory. The parties have agreed to execute definitive agreements including a Share Subscription Agreement (SSA) and Shareholders Agreement (SHA) based on this MOU framework.

Retro Green Revolution Limited has announced its unaudited financial results for the quarter ended December 31, 2025, marking the third quarter of fiscal year 2026. The results were reviewed by the audit committee and approved by the board of directors at their meeting held on February 12, 2026.

Standalone Financial Performance

The company's standalone operations showed a significant decline in revenue generation during the quarter. Revenue from operations dropped to zero compared to ₹47.25 lakhs in the corresponding quarter of the previous year.

Financial Metric Q3 FY26 Q3 FY25 Change Revenue from Operations ₹0.00 ₹47.25 lakhs -100% Other Income ₹0.33 lakhs ₹0.00 - Total Revenue ₹0.33 lakhs ₹47.25 lakhs -99.3% Net Profit/(Loss) ₹(0.01) lakhs ₹6.29 lakhs -

The company reported total expenses of ₹0.33 lakhs for the quarter, resulting in a net loss of ₹0.01 lakhs compared to a net profit of ₹6.29 lakhs in Q3 FY25.

Consolidated Financial Results

On a consolidated basis, which includes subsidiary Timbur Tech Services Private Limited, the company performed relatively better but still showed declining trends.

Consolidated Metrics Q3 FY26 Q3 FY25 Nine Months FY26 Revenue from Operations ₹8.07 lakhs ₹70.38 lakhs ₹132.18 lakhs Total Revenue ₹8.39 lakhs ₹70.38 lakhs ₹134.48 lakhs Net Profit ₹1.68 lakhs ₹29.36 lakhs ₹16.44 lakhs Basic EPS ₹0.00 ₹0.08 ₹0.08

Balance Sheet Position

The company's standalone balance sheet as of December 31, 2025, showed total assets of ₹3,836.19 lakhs compared to ₹3,859.03 lakhs as of March 31, 2025. The equity share capital remained stable at ₹3,799.80 lakhs with a face value of ₹10 per share.

Balance Sheet Items Dec 31, 2025 Mar 31, 2025 Total Assets ₹3,836.19 lakhs ₹3,859.03 lakhs Total Equity ₹3,774.31 lakhs ₹3,777.24 lakhs Investments ₹3,433.28 lakhs ₹3,433.28 lakhs

Operational Highlights

The financial results indicate that the company operates in a single business segment. The consolidated results include the performance of subsidiary Timbur Tech Services Private Limited. The company's cash and cash equivalents stood at ₹51.79 lakhs on a standalone basis and ₹52.25 lakhs on a consolidated basis as of December 31, 2025.

Regulatory Compliance

The results were prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013. The financial statements were subjected to limited review by statutory auditors Shweta Jain & Co LLP. The company has complied with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the submission of quarterly results.

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