Ravindra Energy board has approved a merger with its associate company, Energy In Motion Limited (EIM). The combined entity will be renamed Energy In Motion Limited, creating an integrated platform for clean energy and electric mobility.

Board approval for merger

The board of Ravindra Energy has greenlit the proposed merger with Energy In Motion, a jointly controlled company in which Ravindra Energy holds a 49.54% stake. The approval signals a formal step toward consolidating the two entities under a unified corporate structure. Upon effectiveness, J M Baxi Group will become a co-promoter of the listed entity.

Key takeaways

• The board of Ravindra Energy has approved the merger with Energy In Motion.
• The combined entity will be renamed Energy In Motion Limited upon scheme effectiveness.
• J M Baxi Group will become a co-promoter of the merged entity.
• The merged entity will hold 100% stake in EIM Megaplex Limited, the SPV for battery-swapping stations.

Scheme details and financials

The scheme involves the amalgamation of Energy In Motion Limited (Transferor Company) with Ravindra Energy Limited (Transferee Company). The transaction is subject to statutory approvals from stock exchanges, SEBI, and the National Company Law Tribunal.

The share exchange ratio is set at 209 equity shares of Ravindra Energy (face value ₹10 each) for every 100 equity shares of Energy In Motion (face value ₹10 each). This ratio is based on a joint valuation report by Transaction Square Advisory LLP and BDO Valuation Advisory LLP. Equity shares of EIM held by Ravindra Energy will stand cancelled and extinguished upon the Scheme becoming effective.

Financial position as on June 30, 2026

Strategic rationale

The merger aims to combine Ravindra Energy's distributed solar energy capabilities with Energy In Motion's electric heavy commercial vehicles (e-HCVs) and Battery-as-a-Service (BaaS) network. The combined entity intends to offer integrated solutions for electrification and decarbonization in heavy commercial transportation.

Key benefits cited include:

• Creation of a wider business and capital base to support capital-intensive investments.
• Streamlined governance and elimination of existing investment structures.
• Economies of scale through pooling of resources and human capital.
• Reduction in compliance costs associated with multiple entities.

EIM is targeting 40 operational heavy commercial vehicle swapping cum charging stations by the end of March, 2027. The merged entity will also hold a 100% stake in EIM Megaplex Limited, the dedicated SPV that will own and operate the Group’s battery-swapping stations, charging infrastructure and battery assets.

Shareholding pattern impact

The amalgamation will significantly alter the promoter holding in Ravindra Energy. Post-scheme, promoter and promoter group holdings are expected to rise from 58.26% to 74.54%, while public shareholding will decrease from 41.74% to 25.46%.

What the numbers show

The financial data reveals a complementary asset base. Energy In Motion holds higher total assets (₹7,973.23 million) compared to Ravindra Energy's standalone total assets (₹6,992.07 million) as of June 30, 2026, despite having lower turnover. This suggests that the Transferor company is asset-heavy, likely due to its charging infrastructure and battery inventory, while the Transferee company has a stronger net worth position relative to its current turnover scale. The merger consolidates these distinct profiles into a single entity with a combined standalone net worth exceeding ₹10,000 million based on the June 30 figures.

Ravindra Energy Limited has scheduled its 46th Annual General Meeting for Monday, September 28, 2026 at 12:00 Noon (IST) via Video Conferencing/Other Audio-Visual Means. The meeting features nine agenda items, including a new employee stock option scheme and the reappointment of the CEO.

AGM Details and Voting Timeline

The meeting will be held in accordance with Ministry of Corporate Affairs General Circular No. 03/2025 dated September 22, 2025, which permits AGMs through video conferencing until further orders. The deemed venue is the registered office at BC 105, Havelock Road, Camp, Belgaum-590001, Karnataka.

Shareholders on record as of the cut-off date of Monday, September 21, 2026 are eligible to vote. Remote e-voting opens at 9:00 am on Wednesday, September 23, 2026 and closes at 5:00 pm on Sunday, September 27, 2026. Up to 1,000 members may attend via VC/OAVM on a first-come-first-served basis, with no such restriction for directors, institutional investors, and shareholders holding 2% or more.

The dispatch of the notice and annual report was completed on September 5, 2026. Documents are available electronically to registered members, in compliance with MCA circulars dispensing with physical copies.

Agenda: Ordinary and Special Business

The AGM will transact the following business:

Ordinary Business

• Adoption of audited standalone and consolidated financial statements for the year ended March 31, 2026
• Re-appointment of Dr. Vidya Murkumbi (DIN: 00007588) as director, liable to retire by rotation

Special Business

REL ESOP Scheme 2026: Key Features

The Nomination and Remuneration Committee formulated the REL ESOP Scheme 2026 on July 11, 2026, with pricing guidelines adopted on August 21, 2026. The Board approved the scheme on August 21, 2026. Salient features include:

• Total options: Up to 22,00,000 (Twenty-Two Lakhs), not exceeding 1% of issued equity share capital
• Face value: ₹10 per equity share
• Vesting schedule: Nil in Year 1 and Year 2; 30% in Year 3; 30% in Year 4; 40% in Year 5 (computed from grant date)
• Exercise period: 10 years from the date of vesting
• Implementation: Direct route — fresh allotment by the Company, not through a trust
• Eligible employees: Permanent employees and whole-time/non-executive directors (excluding independent directors and promoter-group employees holding more than 10% equity)

CEO Reappointment and Remuneration Revision

Mr. Shantanu Lath's term as Whole-Time Director & CEO concluded on August 10, 2026. The Board, at its meeting on August 14, 2026, approved his re-appointment for three years effective August 11, 2026, subject to shareholder approval. His proposed maximum remuneration ceiling is ₹45 million per annum. His past remuneration ceiling was ₹30 million effective October 1, 2025, and remuneration drawn in FY2025-26 was ₹20.00 million.

Similarly, the Board approved a revision in the remuneration ceiling for Dr. Vidya Murkumbi, Whole-Time Director & Chairperson, to ₹45 million per annum for her remaining tenure (three years from September 1, 2024). Her remuneration drawn in FY2025-26 was ₹19.34 million, against a prior ceiling of ₹30 million effective October 1, 2025.

Articles of Association Amendment and Office Relocation

Tata Capital Limited has granted a Rupee Term Loan facility not exceeding INR 100,00,00,000 (Indian Rupees One Hundred Crore Only) to the Company. The proposed Articles of Association amendment incorporates lender-related definitions and provisions for appointment of a nominee director by Tata Capital Limited upon an event of default.

The Board also approved, at its August 14, 2026 meeting, a proposal to shift the registered office from Karnataka to Maharashtra — specifically from BC 105, Havelock Road, Camp, Belgaum, Karnataka to Floor No. 37, B-3702, Kohinoor Square, N. C. Kelkar Marg, Dadar (West), Mumbai – 400028, Maharashtra. The shift is intended to facilitate a proposed merger with Energy in Motion Limited, an associate company, and to consolidate corporate and business operations.

Financial Performance Summary (FY2025-26)

The 46th Annual Report, submitted alongside the AGM notice, discloses the following financial highlights:

The Board has not recommended any dividend for FY2025-26, citing the need to conserve financial resources. The Company had 55 subsidiaries and one associate company as on March 31, 2026. Total workforce stood at 208 as on March 31, 2026.

E-Voting and Scrutinizer

KFin Technologies Limited is the Registrar and Transfer Agent and will provide the VC/OAVM and e-voting platform. M/s Sanjay Dholakia & Associates (Peer Reviewed Firm No. 2036/2022) has been appointed as scrutinizer. Results will be declared within two working days of the AGM conclusion and published on the Company's website, KFinTech's portal, and the BSE and NSE websites.