B&B Realty Ltd Directors Report

<dhhead BOARDS REPORT </dhhead

The Shareholders,

Your directors have pleasure in presenting the Annual Report together with the Audited Statement of the Accounts for the financial year ended on 31^st March 2025.

COMPANY PERFORMANCE OVERVIEW

The Companys financial performance, for the financial year ended March 31, 2025 and its comparison with previous year is summarized below:

	Rs in Lakhs)
Particulars	FY 2024-25	FY 2023-24
Total Revenue	132.57	602.24
Total Expenditure	86.15	486.29
Profit before Exceptional and Extraordinary Items and Tax	46.42	115.95
Less Exceptional Items	0	0
Less: Extraordinary Items	0	0
Profit or (Loss) before Tax	46.42	115.95
Less: Current Tax	0	0
Less: Deferred Tax	0	0
Profit or (Loss) after Tax	46.42	115.95

BUSINESS OVERVIEW /PROSPECTS /NATURE OF BUSINESS:

The Company is engaged in the activities of Real Estate Development. On the real estate development front, the Company develops residential, commercial, plotting and social infrastructure projects. There was no change in nature of the business of the Company, during the year under review.

SHARE CAPITAL

As on 31st March 2025, the authorized capital of the company stands at Rs. 15,00,00,000/- divided into 150,00,000 equity shares of Rs.10/- each.

The Issued, Subscribed and Paid Up Capital of the company at Rs 14,85,90,000/- divided into 14,85,9000 equity shares of Rs.10/- each.

During the year under review, there has been no change in the authorized, issued, subscribed, or paid-up share capital of the Company.

• Buy Back of Shares: The Company has not bought back any of his securities during the year under review.

• Issue of equity shares with differential rights: Company has not issued equity shares with differential rights for the financial year 2024-25 and therefore details as provided in rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the company.

• Sweat Equity: Company has not issued sweat equity shares for the financial year 2024-25 and therefore details as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the Company.

• Employees Stock Option: Company has not issued employee stock option for the financial year 2024-25 and therefore details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the Company.

• Bonus Shares: No Bonus shares were issued during the year under review.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the

Company between the end of the financial year and date of this report.

RESERVES

The Board of Directors of the Company, has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND

In order to conserve the resources of the Company and to build the wealth for the stakeholders, your Board of Directors have decided not to recommend dividend for the year ended 31st March, 2025.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

SUBSIDIARY COMPANIES

The Company has nil Subsidiaries

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mrs Rubina Bhandari, Director retires by rotation at the forthcoming Annual General Meeting and expresses their desire to be reappointed.

Her appointment has been taken as point 2 of the Notice annexed with this Annual Report.

Mr. Abhishek Pachisia (DIN: 07320374), an Independent Director of the Company, has resigned from the Board of Directors and its Committees with effect from February 07^th 2025, due to preoccupation and other professional commitments. Mr. Abhishek Pachisia has also confirmed that there are no other material reasons for his resignation other than those stated above.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Director, pursuant to the provisions of the Act and the SEBI Listing Regulations, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, the Board to the best of its knowledge and belief according to the information and explanation obtained by it confirm that:

• In the preparation of the annual accounts for the year ended 31st March 2025, applicable accounting standards have been followed and there have been no material departures thereof;

• They have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profits of the Company for that period;

• Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The annual accounts have been prepared on a going concern basis;

• Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

• Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (NRC) works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberations and Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

Mr Bharat Bhandari, Managing Director and CFO and Mrs Vinita Sharma, Company Secretary are the Key Managerial Personnel of the Company as per the Section 203 of the Companies Act, 2013.

BOARD MEETINGS

During the year, Six Board Meetings were convened and held in accordance with the provisions of the Act. The dates of the Board Meeting, attendance by the Directors are given in the Corporate Governance Report forming an integral part of the Report.

REMUNERATION DETAILS OF DIRECTORS

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in the prescribed format and annexed as Annexure 4 to this Directors Report.

COMMITTEES OF THE BOARD

In compliance with the provisions of Sections 177 and 178 of the Companies Act 2013, the Board has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details of the composition of the Committees, their meeting and attendance of the members are given in the Corporate Governance Report forming an integral part of this Report

STATUTORY AUDITORS AND AUDITORS REPORT

M/s G R Venkatanarayana, Chartered Accountants (Firm Registration Number 004616s) the Auditors of the Company resigned from the Auditor ship of the Company with effect from 14^th December 2024.

Therefore, on the recommendation of the Audit Committee and Board of Directors of the Company, the Shareholders at the Extraordinary General Meeting held on January 20^th, 2025 approved appointment of M/s. S R P C & Co LLP, Chartered Accountants, (Registration No. S000118) as Statutory Auditors of the Company for FY 2024-25 to hold office till the conclusion of this 42^nd Annual General Meeting of the Company.

The Board of Directors has also recommended for regular appointments of M/s. S R P C & Co LLP, Chartered Accountants, (Registration No. S000118) as the statutory auditors of the Company for a term of 5 consecutive years from the conclusion of 42^nd AGM till the conclusion of 47^th AGM of the Company.

The Report given by M/s. S R P C & Co LLP, Chartered Accountants, on the Financial Statements of the Company for the year ended 31st March 2025 is provided in the financial section of the Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their Report. The notes on Accounts referred to in the Auditors Report are self - explanatory and do not call for any further comments.

Pursuant to the provisions of the Section 204 of the Companies Act 2013 and the rules framed thereunder the Company has appointed Mr Vikram Raj G A, Vikram Raj & Associates, Company Secretaries to undertake the secretarial audit for the financial year 2024-25.

The Report of the Secretarial Auditor confirming compliance with the applicable provisions of the Companies Act 2013 and other rules and regulations issued by SEBI/ other regulatory authorities forms part of the Annual Report. There were no qualifications or adverse remarks in the audit report.

RISK MANAGEMENT

The management of the Company identifies and reviews the major risks facing the Company on a continuous basis and action plans are framed accordingly to mitigate the risks. The audit committee evaluates the risk management systems. There are no risks which in the opinion of the Board threaten the existence of the Company.

LOANS, GUARANTEES AND INVESTMENTS

There have been no investments under Section 186 of the Companies Act during the year. There were no loans or guarantees covered under Section 186 granted during the year.

FIXED DEPOSIT

During the year, the Company has not accepted deposits from the public falling within the ambit of the Section 73 of the Companies Act, 2013 and the rules framed thereunder and no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE GOVERNANCE

The Governance Philosophy of your Company is based on high ethical values and professionalism which the Company has incorporated in itself since incorporation. The Company aims at exhibiting maximum transparency and adequacy of reports/ information provided under mandatory provision or otherwise.

In terms of Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance including the certificate from the Statutory Auditors confirming compliance is annexed to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):

The Company does not fall under the criteria fixed for the Corporate Social Responsibility (CSR) under Section 135 of the Companies Act.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE f"POSH"1:

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The Company has complied with provisions under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31, 2025, there will nil complaints recorded pertaining to sexual harassment.

MATERNITY BENEFIT ACT

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

REPORTING OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note to the Balance Sheet as on March 31, 2025.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is required to disclosed by every listed Company are as follows:

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT-9 as required under Section 92(3) of the Act and the

MANAGEMENT REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed to and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGEXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished to this report.

CONSERVATION OF ENERGY

The operations of the company are not energy intensive. However, significant measures are -taken to reduce energy consumption by using energy - efficient computers and by the purchase of energy- efficient equipment. Our company constantly evaluates new technologies and invests to make its infrastructure more energy- efficient.

A. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

This is not applicable to your company as the company is into real- estate business.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign Exchange earnings and outgo for the Financial Year is as follows:

a) Total Foreign Exchange Earnings- Nil

b) Total Foreign Exchange Outgo- Nil

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy is reviewed during the year. The said Policy is available on the website of the Company at www.bbrl.in.

INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 42nd Annual General Meeting of the Company including the Annual Report for FY 2024-25 are being sent to all Members whose email addresses are registered with the Company / Depository Participant(s).

STOCK EXCHANGE

The Companys equity shares are listed at BSE Limited.

ACKNOWLEDGEMENT

The Board would like to record their sincere appreciation for the co-operation received from various stakeholders of the Company viz., customers, bankers, investors, channel partners, government and statutory authorities, auditors, business associates, and shareholders. Your Directors extend their gratitude to all the regulatory agencies like SEBI, Registrar of Companies, Stock Exchanges, and other Central and State Government authorities/agencies, vendors and sub- contracting partners for their support. The Board also acknowledges the unstinted co-operation, commitment and dedication made by all the employees of the Company.

The Directors also wish to place on record their gratitude to the members of the Company for their unrelenting support & confidence.

INDIAN ECONOMY SCENARIO

The Indian economy is expected to maintain strong growth in FY 2024-25, with real GDP projected at 6.5%-7.0%. Growth will be driven by robust domestic demand, revival in manufacturing, infrastructure investments, and a resilient services sector. Inflation is expected to ease with RBIs prudent policy and softening global commodity prices. Fiscal deficit is on a consolidation path as the government balances growth with discipline. While exports may face global headwinds, Indias diversified trade and policy support should cushion the impact. Structural reforms, digital adoption, and focus on green and inclusive growth will enhance long-term competitiveness. The RBI has maintained the repo rate at 6.5% and reduced the CRR to 4% to support liquidity.

INDUSTRY OVERVIEW

The Indian real estate sector is witnessing steady growth, led by rapid urbanization, infrastructure development, and changing consumer preferences. Rising demand for luxury housing, smart homes, and integrated townships is driving momentum, with the sector projected to grow at 10.5% between 2025 and 2033. By 2030, it is expected to touch USD 1 trillion and contribute nearly 13% to Indias GDP by 2025.

Tier-2 and Tier-3 cities are emerging as key growth hubs, supported by better infrastructure and rising demand across residential and commercial projects. Logistics and industrial real estate are also expanding rapidly, registering 25% growth in early 2024.

Government initiatives such as the Smart Cities Mission and PMAY (Pradhan Mantri Awas Yojana) continue to provide a supportive policy framework for long-term growth.

OPPORTUNITIES:

The Indian real estate sector is poised for robust growth between 2024 and 2030, supported by an expected rise in built-up supply across various segments. With increasing demand for both residential and commercial developments, the total organized real estate supply in the top eight cities is projected to expand by nearly 42% during this period. By 2030, an estimated 38% of Indias population will be living in urban areas, further driving the need for quality housing and commercial spaces.

The sector has also benefited from progressive policy interventions designed to encourage sustainable and inclusive growth. Key Policy support such as RERA, GST, REITs, and PLI schemes are expected to boost transparency and institutional investments. Additionally, rising capital inflows and growing participation from retail investors are further strengthening the expansion of organized real estate in India.

THREATS:

1. The real estate sector in India continues to remain fragmented and highly unorganized, with multiple layers of intermediaries causing delays, inefficiencies, and higher transaction costs. Rising input expenses, particularly in raw materials and labor, further strain project viability and compress profit margins.

2. Scarcity of developable land in prime urban locations, coupled with soaring land acquisition and construction costs, is making it increasingly challenging to design and execute cost- effective affordable housing projects.

3. Dependence on external financing remains a significant risk. Any tightening of lending norms, liquidity shortages, or adverse shifts in banking and regulatory policies could disrupt project timelines and escalate borrowing costs.

India is expected to remain among the fastest-growing major economies, with growth projected at over 6.7% in CY 2024. The real estate sector is poised to benefit from supportive macroeconomic trends, robust housing demand, proactive policy measures, and continued infrastructure development. Radhe Developers, with its strong brand presence, proven execution capabilities, and trusted customer base, is well-positioned to leverage these opportunities.

DISCUSSION ON FINANCIAL PERFORMANCE:

During the year under review, the Company registered total revenue of Rs. 132.57 lakh as compared to Rs. 602.24 lakh for the previous year and Profit before Tax stood at Rs. 46.42 lakh for the year under review as compared to 115.95 lakh for the previous year.

The Company continues to hold a sizable land bank of approximately 30 acres in and around North Bangalore, strategically located near the airport and other prime areas of Karnataka. This land bank provides a strong foundation for the Companys long-term growth plans, with development activities proposed in the near future.

In addition, the Company anticipates revenue generation in the upcoming year through its Special Purpose Vehicles (SPVs), namely Ikigai Estates and Hillsborough County, which are expected to contribute positively to the overall financial performance and strengthen the Companys position in the real estate sector.

CAUTIONARY STATEMENT:

This Management Discussion and Analysis (MD&A) report may contain forward-looking statements regarding the Companys objectives, strategies, expectations, estimates, projections, and future outlook. These statements are based on certain assumptions and anticipated future events that are beyond the Companys control.

Actual results, performance, or achievements may differ significantly from those expressed or implied in such statements due to various risks, uncertainties, and external factors. The Company assumes no responsibility to update or revise any forward-looking statements, whether arising from new information, future developments, or otherwise, except as required under applicable laws and regulations.

Place: Bangalore For B & B REALTY LIMITED

Date: 05^th September 2025

Sd/-

Bharat Kumar Bhandari

Managing Director

DIN:01125148