Retro Green Revolution Limited ("the Company") has entered into a Memorandum of Understanding (MOU) with GYSCOAL ENTERPRISE PRIVATE LIMITED dated 12th August, 2026. The MOU records the mutual understanding between the parties for a proposed strategic investment by the Company in GYSCOAL ENTERPRISE PRIVATE LIMITED.

Investment Details

  • Retro may invest up to INR 45,00,00,000 (Rupees Forty-Five Crores Only) in Gyscoal in one or more stages
  • Retro may acquire equity stake of Gyscoal up to 60% on a fully diluted basis
  • The exact percentage shall depend upon independent valuation, business performance, future investment, agreed share pricing, and regulatory approvals

Investment Structure

The investment may be made initially in the form of:

  • Inter-Corporate Loan (ICD)
  • Secured or unsecured financial assistance
  • Convertible Loan
  • Optionally Convertible Debentures
  • Compulsorily Convertible Instruments
  • Any other mutually agreed financial instrument

Such investment may subsequently be converted into equity shares of Gyscoal, subject to applicable laws and approvals.

Funding Sources

RETRO may raise funds for such investment through:

  • Preferential Issue
  • Rights Issue
  • Qualified Institutional Placement (QIP)
  • Private Placement
  • Public Issue
  • Internal Accruals
  • Strategic Investors
  • Any other legally permissible mode

Conditions Precedent

The investment shall be subject to:

  • Completion of financial, legal and commercial due diligence
  • Internal approvals of both Parties
  • Approvals of shareholders wherever applicable
  • Approvals of stock exchanges, regulatory authorities and statutory authorities, if required
  • Compliance with the Companies Act, 2013, SEBI Regulations, FEMA (where applicable) and all other applicable laws

Business Description

Gyscoal Enterprise Private Limited is engaged in the business of trading, manufacturing, and supply of stainless steel products, structural steel, alloys, and allied infrastructure materials.

Utilization of Funds

The investment proceeds shall be utilized by Gyscoal strictly for:

  • Working capital requirements
  • Capital expenditure for expansion of manufacturing capabilities
  • Technology upgrading
  • Debt repayment
  • Strategic business development as mutually agreed upon in the definitive agreement

Valuation Methodology

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. The valuation shall consider assets, liabilities, existing business, profitability, future cash flows, brand value, business prospects, goodwill, and strategic value.

Board Representation

Upon execution of definitive agreements and subject to applicable law:

  • GYSCOAL shall have the right to nominate two (2) Directors on the Board of RETRO
  • RETRO shall have the right to nominate two (2) Directors on the Board of GYSCOAL

Such appointments shall be subject to statutory approvals, shareholder approvals and eligibility under the Companies Act, 2013.

MOU Terms

  • The MOU is non-binding in nature (except for certain standard clauses such as confidentiality)
  • The MOU shall remain valid for 60 (Sixty) days from the date of execution (12th August, 2026)
  • Either Party may terminate this MOU by giving 15 days' written notice
  • Parties shall maintain strict confidentiality regarding business information, financial information, customer information, technology, business plans, commercial negotiations, pricing, valuation reports, and proprietary information
  • Each Party shall bear its own legal, advisory, valuation and due diligence expenses
  • Governing law: Laws of India
  • Jurisdiction: Courts at Ahmedabad, Gujarat
  • Dispute resolution through arbitration under the Arbitration and Conciliation Act, 1996 with seat in Ahmedabad