Intimation of Memorandum of understanding

ae RETRO GREEN REVOLUTION LIMITED Regd Office: 407, Orbit, Rajpath Rangoli Road, Besides Pandit Dindayal . Auditorium, Bodakdev, Ahmedabad-380059, Website www.retrogreen.in/Contact No 6289243235/9265458726 CIN no LO01130GJ1990PLC014435 Date: 13‘ August , 2026 The Manager Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400001 Subject: Disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015 - Execution of Memorandum of Understanding (MOU) Dear Sir/Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that Retro Green Revolution Limited (“the Company”) has entered into a Memorandum of Understanding (MOU) with GYSCOAL ENTERPRISE PRIVATE LIMITED dated 12* August, 2026. The MOU records the mutual understanding between the parties for a proposed strategic investment by the Company in GYSCOAL ENTERPRISE PRIVATE LIMITED . As per the terms of the MOU: e RETRO may acquire equity stake of GYSCOAL up to 60% ona fully diluted basis. e The investment is intended to support business expansion, strategic growth, and long-term value creation. e The transaction is subject to due diligence, regulatory approvals, and execution of definitive agreements. The MOU is non-binding in nature (except for certain standard clauses such as confidentiality) and shall form the basis for executing definitive agreements, including Share Subscription Agreement and Shareholders Agreement. This disclosure is being made in compliance with applicable provisions of SEBI LODR Regulations. A copy of the MOU is enclosed herewith for your reference. Kindly take the above information on record. Thanking you, Yours faithfully, For Retro Green Revolution Limited Deepak Donde Director DIN: 10693814 Ce Gyscoal Cntoxprite Pot. Lid. (CIN : U40100GJ1999PTC036337) 2nd Floor, Mrudul Tower, B/h. Times of India. Ashram Road, Ahmedabad-380 009. GUJ. INDIA. Tel.: +91-79-6661450MEMORANDUM‘SOFR UNDERSTANDINGC(MOU}b : www.gyscoal.com FOR STRATEGIC ASSOCIATION This Memorandum of Understanding ("MOU") is executed on this 12 day of August, 2026 at Ahmedabad. BETWEEN RETRO GREEN REVOLUTION LIMITED (CIN: LO01130GJ1990PLC014435), a company incorporated under the provisions of the Companies Act, 2013 and having its Registered Office at A/1007, Sankalp Iconic, Opp. Vikram Nagar, Iscon Temple Cross Road, S. G. Highway, Ahmedabad, Gujarat, 380054, (hereinafter referred to as "RETRO", which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns); GYSCOAL ENTERPRISE PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 bearing CIN: U40100GJ1999PTC036337 and having its Registered Office at 2nd Floor, Mrudul Tower, Behind Times of India, Ashram Road, Ahmedabad — 380009, Gujarat (hereinafter referred to as "GYSCOAL" or "Target Company", which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns). RETRO and GYSCOAL are hereinafter individually referred to as a "Party" and collectively as the "Parties". RECITALS WHEREAS, the Target Company is engaged in the business of trading, manufacturing, and supply of stainless steel products, structural steel, alloys, and allied infrastructure materials. (the "Business") WHEREAS, the Investor desires to make a strategic investment in the Target Company to foster business synergies, expansion, and mutual growth; WHEREAS, the Parties wish to record their preliminary understanding regarding the proposed investment and strategic partnership, subject to due diligence, definitive documentation, and necessary corporate and regulatory approvals. NOW, THEREFORE, THIS MOU WITNESSETH AS UNDER: 1. PURPOSE The Parties desire to establish a strategic business relationship for expansion of GYSCOAL's existing and future businesses through financial Deepak Prabhaka 2 rDonde sss8&5:.~ Ce Gyscoal Entonprise Pot. Lid (CIN : U40100GJ1999PTC036337) 2nd Floor, Mrudul Tower, B/h. Times of India. Ashram Road, Anmedabad-380 009. GUJ. INDIA. Telinv@simShhéi nttev|ic bnagemeit pantitipatidzyybusiiness Géeselopnveryscanidcom long-term collaboration. The Parties acknowledge that this MOU records their mutual understanding and intent to negotiate and execute definitive agreements at a later stage. 2. OBJECTIVES The principal objectives of this strategic association shall include: a. Expansion of GYSCOAL's trading, manufacturing, infrastructure and allied businesses. b. Strengthening financial resources for business growth. c. Development of new projects and acquisitions. d. Enhancement of corporate governance and management expertise. e. Long-term value creation for shareholders of both companies. 3. PROPOSED INVESTMENT 3.1 RETRO proposes to invest an amount of up to INR 45,00,00,000 (Rupees Forty-Five Crores Only) in GYSCOAL in one or more stages. 3.2 The investment shall be subject to: * completion of financial, legal and commercial due diligence; e internal approvals of both Parties; e approvals of shareholders wherever applicable; e approvals of stock exchanges, regulatory authorities and statutory authorities, if required; e compliance with the Companies Act, 2013, SEBI Regulations, FEMA (where applicable) and all other applicable laws. 3.3 RETRO may raise funds for such investment through one or more of the following methods: e Preferential Issue; « Rights Issue; e Qualified Institutional Placement (QIP); ® Private Placement; e Public Issue; Deepak =x Prabhaka #4 rDonde s=c=ar Ce Gyscoal Enterprise Pot. Lid. (CIN : U40100GJ1999PTC036337) 2nd Fioor, Mrudul Tower, B/h. Times of India. Ashram Road, Ahmedabad-380 009. GUJ. INDIA. Tel.: +91-7D 664 THiS 6r reer- 79-26579387 Email : info@gyscoal.com Web : www.gyscoal.com e Internal Accruals; e Strategic Investors; e or any other legally permissible mode. 4. MODE OF INVESTMENT Initially, the investment may be made by RETRO in the form of: e Inter-Corporate Loan (ICD); e Secured or unsecured financial assistance; e Convertible Loan; e Optionally Convertible Debentures; e Compulsorily Convertible Instruments; or e any other mutually agreed financial instrument. The Parties agree that such investment may subsequently be converted into equity shares of GYSCOAL, subject to applicable laws and approvals. 5. ACQUISITION OF EQUITY Subject to valuation and regulatory approvals: a. RETRO may acquire equity stake of GYSCOAL up to 60% on a fully diluted basis. b. The exact percentage shall depend upon: * independent valuation; e business performance; e future investment; e agreed share pricing; e« regulatory approvals. Upon acquisition of such controlling stake, GYSCOAL may become a subsidiary of RETRO in accordance with the Companies Act, 2013. The investment proceeds shall be utilized by Gyscoal strictly for working capital requirements, capital expenditure for expansion of manufacturing capabilities, technology upgrading, debt repayment, and strategic business development as mutually agreed upon in the definitive agreement. Donde Ce Gyscoal Cnlorprise Put. Lid. (CIN : U40100GJ1999PTC036337) 2nd Floor, Mrudul Tower, B/h. Times of India. Ashram Road, Anmedabad-380 009. GUJ. INDIA. Tel,; +91-79-66614508Fax.:.+91-79-26579387. Email: info@gyscoal.com..Web....www.gyscoal.com 6. BUSINESS VALUATION The valuation of GYSCOAL shall be determined by an Independent Registered Valuer or any SEBI Registered Merchant Banker or other qualified valuation professional mutually acceptable to both Parties. Such valuation shall consider: e Assets ° Liabilities » Existing business e Profitability e Future cash flows e Brand value « Business prospects « Goodwill » Strategic value 7. BOARD REPRESENTATION Upon execution of definitive agreements and subject to applicable law: a. GYSCOAL shall have the right to nominate two (2) Directors on the Board of RETRO. b. RETRO shall have the right to nominate two (2) Directors on the Board of GYSCOAL. Such [Showing first 8,000 characters — download PDF for full document]