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Radhe Developers India Ltd Directors Report

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Nov 13, 2026|04:01:00 PM

Radhe Developers India Ltd Share Price directors Report

Dear Members,

Your Directors have pleasure in presenting the 32nd Annual Report on the business and operations of RADHE DEVELOPERS (INDIA) LIMITED (‘the Company) and the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS/SUMMARY AND STATE OF AFFAIRS:

The Companys financial performance for the year ended on March 31, 2026 is summarized below:

(Rs. in Lakhs)

FINANCIAL RESULTS AND APPROPRIATIONS Year ended March 31, 2026 Year ended March 31, 2025
Revenue from Operations 1110.84 765.81
Other Income 13.52 2.78
Total Revenue 1124.36 768.59
Profit Before Tax (PBT) 342.75 145.33
Less: Taxation 18.4 10.74
Net Profit after Tax (PAT) 324.35 134.60
Other Comprehensive income (net of tax) (0.07) (7.76)
Total comprehensive income for the year 324.42 142.36
Balance brought forward from Previous Year 0 0
Profit/(Loss) for the year 324.42 142.36
Amount utilized for issue of Bonus share 0.00 0.00
Balance carried to Balance Sheet 1529.87 815.79

Note: The figures for the previous periods have been regrouped, wherever necessary, to make them comparable with the figures for the current periods.

2. NATURE OF BUSINESS:

The Company is primarily engaged in the business of Real Estate Development. It undertakes a diverse range of projects, including residential, commercial, plotting, and social infrastructure developments. During the year under review, there was no change in the nature of the business of the Company, and it continued to focus on its core area of expertise in real estate development.

3. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

4. 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 March 31, 2026.

5. TRANSFER TO RESERVES:

Total Comprehensive Income for the year of Rs. 324.42 Lakh has been transferred to reserves and surplus.

6. CHANGE IN SHARE CAPITAL:

As at March 31, 2026 the Authorised, Issued, Subscribed and paid-up share capital of the Company was as follows:

SHARE CAPITAL NO. OF SHARES FACE VALUE TOTAL CAPITAL (IN RS.)
Authorized Capital 1,00,00,00,000 1/- 1,00,00,00,000
Issued/Subscribed and Paid Up Capital 54,88,81,540 1/- 54,88,81,540

CONVERSION OF LOAN INTO EQUITY SHARES ON PREFERENTIAL BASIS:

Pursuant to the approval of the Board of Directors at its meeting held on November 24, 2025, and the approval of the members of the Company at their Extra-Ordinary General Meeting held on December 26, 2025, and in accordance with the in-principle approval granted by BSE Limited vide their letter dated January 27, 2026, the Company had proposed:

The issue and allotment of 2,51,39,620 (Two Crores Fifty one Lakh Thirty Nine Thousand Six Hundred Twenty) Equity Shares of face value of ?1/- (Rupee One) each at a price of ?2.55/- per share, aggregating to ?6,41,06,031/- (Rupees Six Crores Forty one Lakh Six Thousand Thirty One only) to Mr. Ashish Patel, Promoter of the Company, on a preferential basis against the conversion of unsecured loan into equity.

The allotment of the said equity shares was completed on February 02, 2026. Subsequently, the Company obtained listing approval from BSE Limited on February 13, 2026 and trading approval was granted by BSE Limited on February 26, 2026.

Accordingly, all statutory and regulatory procedures related to the said preferential issue, including allotment, listing, and trading, have been duly completed.

Further, during the year, there was no change in the authorized share capital of the Company.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate company at any time during the year.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS:

REAPPOINTMENT: In accordance with the provisions of section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Alok Vaidya, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of the Members of the Company. The Board recommends the re-appointment of Mr. Alok Vaidya for your approval. A brief Resume of Mr. Alok Vaidya is attached with the Notice of Annual General Meeting.

APPOINTMENT:

During the year under review, Mr. Dineshsingh Kshatriya (DIN: 00789633) and Mr. Rajendra Patel (DIN: 00800183) have been appointed as an Independent Directors of the Company for a term of five consecutive years, effective from July 2, 2025 and July 28, 2025, respectively, and the said appointment has been subsequently approved by the shareholders in the 31st Annual General Meeting of the Company held on Tuesday, September 23, 2025.

RESIGNATION:

Mr. Tushar Patel has resigned from the position of Independent Director of the Company with effect from May 29, 2025. The Board places on record its sincere appreciation and gratitude for the valuable guidance, contributions, and services rendered by Shri Tushar Patel during his tenure as an Independent Director of the Company.

The term of Mr. Bharat Pandya (DIN: 07521459) as an Independent Director of the Company concluded on March 31, 2026, upon completion of his tenure in accordance with the provisions of Section 149 of the Companies Act, 2013, read with the applicable Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Consequently, Mr. Bharat Pandya ceased to be an Independent Director of the Company with effect from the close of business hours on March 31, 2026.

The Board of Directors places on record its deep appreciation and gratitude for Mr. Pandyas invaluable guidance, rich experience, independent judgment, and significant contributions during his tenure on the Board and its Committees.

KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.

Mr. Ashish Patel — Chief Executive Officer
Mr. Pranav Patel — Chief Financial Officer
Mrs. Khyati Patel — Company Secretary & Compliance Officer

There was no change in the Key Managerial Personnel during the year.

BOARD INDEPENDENCE

Independence of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

Mr. Nirav Patel
Mr. Dineshshing Kshatriya
Mr. Rajendra Patel
Mr. Bharat Pandya (completion of term w.e.f. March 31, 2026)

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company. In the opinion of the Board, the Independent Directors appointed during the year under review, if any, meet high standards of integrity and proficiency. The Company has disclosed the Directors familiarization programme on its website.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

Statement on Compliance of Code of Conduct for Independent Directors and Statement on Compliance of Code of Conduct for Directors and Senior Management Personnel.

Regulation 17(5) of the SEBI Listing Regulations, requires listed companies to lay down a code of conduct for its directors and senior management, incorporating duties of directors as laid down in the Act.

All directors and senior management personnel have affirmed compliance with the code for the financial year 2025-26. A declaration to this effect signed by the Managing Director and CEO is given herein below:

Declaration by Chief Executive Officer (MD)

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

I, Ashish Patel, Managing Director and CEO of Radhe Developers (India) Limited hereby declare that all the members of Board of Directors and Senior Management have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management of the Company for the year ended March 31, 2026.

Ashish Patel
Managing Director and CEO

Policy on Directors Appointment and Remuneration

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the website of the Company at https://www.radhedevelopers.com/codes-policies/.

Board Evaluation

The Company has devised a Board Evaluation Framework for the performance evaluation of the Board, Independent Directors, Non-Independent Directors and the Chairman of the Company. Pursuant to this framework, the Board carried out the annual evaluation of its own performance as well as the performance of its Committees and individual Directors, including the Chairman of the Board. This exercise was conducted through structured questionnaires prepared separately for the Board, its Committees and individual Directors.

The questionnaire for the Board evaluation was prepared taking into consideration various aspects of the Boards functioning, including the Board members understanding of their roles and responsibilities, the time devoted by the Board to the Companys long-term strategic issues, the quality and transparency of Board discussions, the quality, adequacy and timeliness of the information flow between the Board and the management, the Boards effectiveness in disseminating information to shareholders and representing shareholders interests, the Boards awareness of industry trends and regulatory developments, and the discharge of its fiduciary duties.

Based on the evaluation, the Board identified certain key areas for improvement, and appropriate action plans to address these areas are being implemented.

The performance evaluation of the Non-Independent Directors, including the Chairman of the Board, was carried out by the Independent Directors at their separate meeting held on February 02, 2026. The Nomination and Remuneration Committee also carried out the evaluation of the performance of all Directors, including the Independent Directors. The outcome of the performance evaluation was thereafter noted and discussed by the Nomination and Remuneration Committee and the Board at their respective meetings.

9. COMPLIANCE WITH SECRETARIAL STANDARDS:

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.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure I.

11. EXTRACTS OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with section 134(3) of the Act, the Annual Return as at March 31, 2026 is available on the Companys website at https://www.radhedevelopers.com/disclosure/.

12. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of corporate governance and ensuring compliance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Company has consistently adopted sound governance practices that promote transparency, accountability, ethical business conduct, and the protection of stakeholders interests.

The Corporate Governance Report for the financial year 2025-26 forms an integral part of this Annual Report together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

14. FRAUDS REPORTED BY THE AUDITOR:

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

15. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure II.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There being no material RPTs as defined under regulation 23 of Listing Regulations, 2015, there are no details to be disclosed in Form AOC-2 pursuant to Section 188 of the Companies Act, 2013. During the year 2025-26, pursuant to section 177 of the Act and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the audit committee for its approval. All RPTs during the year were conducted at arms length and were in the ordinary course of business. The details of related party transactions are provided in the notes to the financial statements. Pursuant to Regulation 23 of Listing Regulations, 2015, the Board of Directors have adopted a policy on materiality of RPTs and dealing with RPTs inter alia by including clear threshold limits.

The policy on materiality of RPTs as approved by the Board is on the Companys website https://www.radhedevelopers.com/codes-policies/.

17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AND DEMAT SUSPENSE ACCOUNT:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years from the date it became due for payment. There was no amount or shares required to be transferred to IEPF authority.

No Shares were required to be transferred to Demat Suspense Account either at the beginning of the year and during the year.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions relating to Corporate Social Responsibility ("CSR") under Section 135 of the Companies Act, 2013 read with the rules made thereunder are not applicable to the Company during the financial year 2025-26, as the Company does not meet the prescribed thresholds specified under the said provisions. During the financial year under review, a meeting of the CSR Committee of the Company was held on February 02, 2026.

The Corporate Social Responsibility (CSR) Policy of the Company, as approved by the Board of Directors, is available on the Companys website https://www.radhedevelopers.com/codes-policies/. The Company continues to remain committed to responsible corporate practices and good corporate governance and shall comply with the applicable provisions of the Companies Act, 2013 and rules made thereunder from time to time.

19. AUDITORS:

STATUTORY AUDITORS

M/s. S. Parth & Co., Chartered Accountants, (FRN: 154463W), were appointed as the Statutory Auditors of the Company by the Board of Directors on 11 August 2025 to fill a casual vacancy caused by resignation of M/s. Parin Patwari, Chartered Accountant (FRN No.: 154571W).

The appointment was subsequently approved by the members of the Company at the 31st Annual General Meeting (AGM) held on September 23, 2025, in accordance with the applicable provisions of the Companies Act, 2013, within the prescribed period of three months.

Further, at the same 31st AGM, the members appointed M/s. S. Parth & Co., Chartered Accountants, (FRN: 154463W), as the Statutory Auditors of the Company to hold office for a term of five consecutive years, from the conclusion of the 31st AGM until the conclusion of the 36th Annual General Meeting, at such remuneration as may be determined by the Board of Directors in consultation with the Auditors.

The reports given by the Statutory Auditors, M/s. S. Parth & Co., Chartered Accountant (FRN No.: 154463W), on the standalone financial statements of your Company for the year ended March 31, 2026 forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

The Auditors of your Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

SECRETARIAL AUDITORS

The Board of Directors in their meeting held on May 24, 2025 approved the appointment of M/s. Jalan Alkesh & Associates, Practicing Company Secretary (FCS No. 10620 & COP No.: 4580), to conduct Secretarial Audit of the Company for a term of 5 (Five) consecutive years from the conclusion of 31st AGM till the conclusion of 36th AGM of the Company to be held in the Year 2030 with the approval of members at the AGM held on September 23, 2025.

The Secretarial Audit report for the financial year ended March 31, 2026 is attached as Annexure III to this Report. The Secretarial Audit report does not contain any qualification, reservation, adverse remark or any disclaimer.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial compliance report from M/s. Jalan Alkesh & Associates, Practicing Company Secretary (FCS No. 10620 & COP No.: 4580) and the same has been submitted to the Stock Exchanges within the prescribed time. The Secretarial Compliance Report also does not contain any qualification, reservation, adverse remark or any disclaimer.

INTERNAL AUDITORS

M/s. Kishan Tilva & Company, Chartered Accountants, are Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with Internal Auditors, formulate the Scope, Functioning, Periodicity and Methodology for conducting Internal Audit. The Board of Directors in their meeting held on May 25, 2026 approved the appointment of M/s. Kishan Tilva & Company, Chartered Accountants, to conduct the Audit for the financial year 2026-27 and to continue thereafter, until and unless resolved otherwise.

COST AUDITORS

The Company was not required to appoint the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

COST RECORDS

Maintenance of Cost records is not applicable to the Company.

20. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder.

The said Secretarial Compliance Report is in addition to the Secretarial Audit Report and is required to be submitted to the Stock Exchanges within 60 days.

The Company has engaged the services of M/s. Jalan Alkesh & Associates (CP No. 4580), Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification.

The copy of the Annual Secretarial Compliance report is submitted to stock exchange on May 27, 2026 and is available on the website of the Company namely https://www.radhedeveloers.com/shareholder-information/.

21. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with all the applicable provisions of the Maternity Benefit Act, 1961. Adequate measures are in place to ensure that female employees are provided with the benefits and protections mandated under the said Act, including maternity leave, nursing breaks and other entitlements. The Company remains committed to promoting a supportive and inclusive workplace for all employees.

22. CORPORATE POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 mandate the formulation and revision of Certain Policies for all Listed Companies. The Policies are reviewed periodically by the board of Directors and adopted following policies which are also uploaded on the website of the company:

Whistle Blower/Vigil Mechanism Policy: The Company has revised the said policy and included the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct. The policy was revised and adopted effective April 01, 2019. The Whistle Blower policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 enabling the employees to report instances of leak of Unpublished Price Sensitive Information (UPSI).

Insider Trading Policy: The Policy provides the framework in dealing with securities of the Company. The Policy was revised and adopted effective April 01, 2019. The Insider trading policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Key changes include, inter alia, change in definition of Designated Persons, Maintenance of digital database, internal controls and policy and procedure for inquiry in case of leak of UPSI.

Policy and Procedure for Enquiry In Case of Leak of Unpublished Price Sensitive Information or Suspected Leak of Unpublished Price Sensitive Information: The Policy provides the framework in dealing with leak of UPSI or Suspected leak of UPSI. The policy was adopted effective April 01, 2019. The Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

Policy on Code of Conduct to Regulate, Monitor and Report Trading by Insiders Including Specified Persons and Designated Persons: The policy provides the framework in dealing with its directors, employees or other insiders based on Unpublished Price Sensitive Information not generally available to others. The policy was revised effective April 01, 2019. The policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

23. DEPOSITS:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

Pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposit) Rules, 2014 as on March 31, 2026 the amount of deposit outstanding from the Directors is Rs. 2072 Lacs.

The Directors have given a declaration stating that the amount deposited is out of own funds and not by way of borrowings from others.

24. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on the BSE Limited. The Annual Listing Fee for the current year has been paid to the BSE Limited.

25. SIGNING OF THE FINANCIAL STATEMENTS:

This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended March 31, 2026 in the Board meeting duly held on May 25, 2026, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the "Directors Responsibility Statement" and confirm that:

a) In preparation of annual accounts for the financial year ended March 31, 2026 the applicable Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2026 and of the Profit of the Company for the year;

c) The Directors have taken proper and sufficient care 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;

d) The Directors have prepared the annual accounts for the year ended March 31, 2026 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. OTHER DISCLOSURES:

MEETINGS OF THE BOARD OF DIRECTORS

Eight meetings of Board of Directors were held during the year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report. The Maximum Interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

AUDIT COMMITTEE

As at March 31, 2026, the Audit Committee comprised Mr. Bharat Pandya, Independent Director (Chairman), Mr. Nirav Patel, Independent Director, and Mr. Alok Vaidya, Non-Executive Director. During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors. The composition of the Audit Committee is in conformity with the requirements of Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable.

CHANGE IN NATURE OF COMPANY BUSINESS

The Company is engaged in Construction Business. During the year there is no change in the nature of Companys Business.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITY PROVIDED

The Particulars of loans and investments, if any, are provided in the Balance Sheet. The loans are provided for business purpose. The Company has not provided any guarantee for the loans availed by others. The Company has also not provided any Security for the loans availed by others.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has revised the Vigil Mechanism & Whistle Blower Policy by passing circular resolution on March 29, 2019 w.e.f April 01, 2019. 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 https://www.radhedevelopers.com/codes-policies/.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidents of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The Board of the Company has adopted the Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder w.e.f May 24, 2019. The Internal Complaint Committee has been constituted w.e.f February 08, 2019 to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is the summary of sexual Harassment Complaints received and disposed-off during the year under review i.e 2025-26.

SR. PARTICULARS NO. OF COMPLAINTS
1. Number of complaints pending at the beginning of the year NIL
2. Number of complaints received during the year NIL
3. Number of complaints disposed-off during the year NIL
4. Number of cases pending at the end of the year NIL

The Committee held meeting on February 02, 2026. All the Members were presented.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS

No Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS OF DIFFERENCE BETWEEN OF AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE UNDERTAKING LOAN FROM THE BANK OF FI, ALONG WITH REASONS THEREOF: NOT APPLICABLE

LIST OF COMPANY POLICIES AND ITS LINK

To enable stakeholders access to the Companys Policy, the list of various policies along with its Website Link is given below:

SR. NO. NAME OF POLICY WEBSITE LINK
1. Hosting Archival Policy https://www.radhedevelopers.com/wp-content/uploads/2025/06/Hosting-Archival-Policy.pdf
2. Code of Fair Disclosure of UPSI https://www.radhedevelopers.com/wp-content/uploads/2025/06/Code-of-Fair-Disclosure-of-UPSI.pdf
3. Insider Code https://www.radhedevelopers.com/wp-content/uploads/2025/06/Insider-Code.pdf
4. Code of Conduct for Board https://www.radhedevelopers.com/wp-content/uploads/2025/06/Code-of-Conduct.pdf
5. Familiarization Programmes for IDs https://www.radhedevelopers.com/wp-content/uploads/2025/06/Familiarization-policy-of-IDs.pdf https://www.radhedevelopers.com/wp-content/uploads/2026/04/Familiarisation-of-ID_2026.pdf
6. Materiality of Events Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/investor/policies-of-rdi/Materiality%20of%20Events%20Policy.pdf
7. Nomination & Remuneration Policy https://www.radhedevelopers.com/wp-content/uploads/2025/06/Nomination_-_Remuneration-Policy.pdf
8. Performance Evaluation Policy https://www.radhedevelopers.com/wp-content/uploads/2025/06/Performance-Evaluation-Policy.pdf
9. Policy on Board Diversity https://www.radhedevelopers.com/wp-content/uploads/2025/06/Policy-on-Board-Diversity.pdf
10. Policy on Preservation of Documents https://www.radhedevelopers.com/wp-content/uploads/2025/06/Policy-on-Preservation-of-Documents.pdf
11. Related Party Transactions Policy https://www.radhedevelopers.com/wp-content/uploads/2025/06/Related-Party-Transaction-Policy.pdf
12. Risk Management Policy https://www.radhedevelopers.com/wp-content/uploads/2025/06/Risk-Management-Policy.pdf
13. Vigil Mechanism / Whistle Blower Policy https://www.radhedevelopers.com/wp-content/uploads/2025/06/Vigil-Mechanism-Whistle-Blower-Policy.pdf
14. T&C of Appointment of IDs https://www.radhedevelopers.com/wp-content/uploads/2025/06/Terms_-_Conditions-of-Appointment-of-ID.pdf
15. Procedure in Case of Leak of UPSI https://www.radhedevelopers.com/wp-content/uploads/2025/06/Procedure-in-Case-of-Leak-of-UPSI.pdf
16. Dividend Distribution Policy https://www.radhedevelopers.com/wp-content/uploads/2025/06/Dividend-Distribution-Policy.pdf

28. GENERAL:

Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:

i. Details relating to deposits covered under Chapter V of the Act.

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iv. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

v. Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commissions from any of its subsidiaries.

vi. No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Companys operations in future.

vii. No fraud has been reported by the Auditors to the Audit Committee or the Board.

viii. The provisions of Business Responsibility and Sustainability Report do not apply to the Company.

ix. The Company has provided necessary maternity benefit to its women employees in accordance with the provision of Maternity Benefit Act, 1961.

x. The number of Employees as at March 31 2026 are 17 (consisting of 11 Male Employees and 06 Female Employees)

29. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the employees, customers, vendors, investors of the Company and the communities in which the Company operates for their unstinted co-operation and valuable support extended to the Company during the year.

Your Directors also thank the Government of India, State Government and concerned government departments/agencies for their co-operation.

Your Directors appreciate and value the contributions made by every member of Radhe family.

By order of the Board of Directors of
RADHE DEVELOPERS (INDIA) LIMITED
Sd/-
ASHISH PATEL
Chairman, CEO & Managing Director
DIN: 00228026

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