Raja Bahadur International Ltd Directors Report

Your Directors have pleasure in submitting their 99^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial results of the Company (Standalone) are summarized as under:

Particular	Year ended 31.03.2025	Year ended 31.03.2024
Gross Profit/(Loss) before Depreciation, Finance Cost, Taxation and Extra Ordinary Items	2028.72	1335.55
Finance Cost	1667.34	1009.51
Profit / (Loss) before Depreciation, Taxation & Extra Ordinary Items	361.37	326.04
Depreciation	207.39	160.87
Profit / (Loss) before Taxation	153.98	165.17
Provision for Taxation:
- Current Tax (MAT)
- Deferred Tax	248.76	39.29
- Income Tax (excess) Provision of Earlier Years
- MAT Credit Written Off of Earlier Years
Profit/ (Loss) after Tax	(94.78)	125.88
Other Comprehensive Income (net of tax)	(1.83)	8.08
Total Comprehensive Income	(92.95)	117.80

STATE OF COMPANYS AFFAIRS

Your Directors are pleased to state that:-

1. The Companys project known as RB-101 (Wing A) is under development in full swing and likely to be completed during financial year 2025-26.

2. The Company is in process of launching RB-101 (Wing B) in near term

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR 2024-25

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 the report.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year FY 2024-25.

DIVIDEND

To conserve the resources your directors do not recommend dividend on the equity shares of the Company for the financial year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS

i. Industry Review, Developments and Outlook

Indias economy is projected to be the fastest-growing major economy despite global headwinds, with a growth rate of 6.5%. This projection is supported by robust public spending and monetary policy stimulus. The real estate sector is likely to continue its journey of long-term growth as we see a continuous rise in GDP per capita, larger disposable incomes, growing urbanization and most of all a larger focus of the world on us as the next big economy.

Punes real estate market is poised for substantial growth, driven by infrastructural advancements, economic expansion and likely to to see increasingly strong demand for commercial real estate .

Your Company is focused on Commercial Real Estate, with particular focus on Office and Retail Segment. The commercial and retail segment, saw strong demand coming from both domestic and international businesses. Buoyed by the opportunities that the Indian real estate market presents, your company aspires to achieve strong growth over the next coming years.

ii. Opportunities and Threats Opportunities:

As India awaits policy reforms to pick up speed, your Company firmly believes that the demand for Real Estate in a country like India will remain strong in the medium to long term.

Threats:

The real estate industry is subject to extensive regulations, and unanticipated delays in project approvals, regulatory framework can negatively influence the sectors performance.

As the countrys second-largest employment provider, the real estate sector relies significantly on manual labour. Labour shortages and unavailability of accomplished and trained labour force disrupting project completion schedules.

The Companys growth is subject to market risks, volatility in interest rates and increase in input cost, among other risks.

iii. Segment Wise Performance:

Your Company has only one segment i.e. Construction and Real Estate Development. Revenue and expenses have been identified on the basis of accounting standard as applicable and guidance note issued by Institute of Chartered Accountant of India for this sector.

iv. Key Financial Ratios Analysis

Key Financial Ratios	For the year ended 31/03/2025	For the year ended 31/03/2024	Increase / Decrease (in % terms)	Reason for variances
Current Ratio	1.60	1.24	29%	Due to increase in the cash & cash equivalent balances as compared to previous year
Debt-Equity Ratio	18.72	12.41	5 1 %	Due to Increase in debt in current year as compared to previous year
Debt Service Coverage Ratio	0.74	0.67	11%	NA
Return on Equity Ratio	-0.08	0.10	-181%	Due to increase in deferred tax expenses as compared to previous year
Inventory turnover ratio	NA	NA	NA	NA
Debtors turnover ratio	2.84	2.55	11%	NA
Interest Coverage Ratio	1.03	0.86	18.99%	NA
Operating Profit Margin (%)	0.66	0.55	18.62%	NA
Trade payables turnover ratio	7.92	3.02	1 6 2 %	Due to decrease in Trade payables
Net capital turnover ratio	2.23	3.60	-38%	Due to increase in average working capital as compared to previous year
Net profit (%)	-0.03	0.06	- 1 58%	Due to increase in deferred tax expenses as compared to previous year
Return on Net Worth (%)	-0.08	0.10	-181.45 %	Due to increase in deferred tax expenses as compared to previous year
Return on investment	0.08	0.09	-17%	N.A.

v. Risks and Concerns

Execution of projects depends on several factors which include labour availability, raw material prices, receipt of approvals and regulatory clearances, access to utilities such as electricity and water, weather conditions and the absence of contingencies such as litigation. Your Company manages the adversities with cautious approach, meticulous planning and by engaging established and reputed contractors.

The higher interest environment, and the uncertainty in reduction of interest rates, is a negative for the industry, also input costs still remain elevated.

vi. Internal Control Systems and their Adequacy

The Company has a well-defined organization structure, documented policy guidelines, predefined authority levels, and an extensive system of internal controls system. An independent internal audit firm appointed by the Company conducts audits to ensure adequacy of internal control systems, adherence to management policies and compliance with the laws and regulations. The Audit Committee continues to regularly review Financial Statement and Auditors report thereon.

vii. Financial Performance

During the year under review Companys operational income is Rs.2,774.66 lakhs (previous year 2,122.71 lakhs) and other income is Rs. 281.71 lakhs (previous year Rs. 178.63 lakhs). The Company has incurred a loss of Rs. 92.95 lakhs during the year (previous year profit of Rs. 117.80 lakhs).

viii. Material development in Human Resources including number of people employed.

Your Company firmly believes that success of a company comes from good Human Resources. Employees are considered an important asset and key to its success. The employees relation continued to be satisfactory.

As of March 31, 2025, we had 43 permanent employees, as compared to 35 as on March 31, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

? Mr. Nayankumar Mirani (DIN No.: 00045197) ceased to be Independent Director of the company effective from 9^th February, 2025. The Board of Directors pursuant to the provisions of Section 149, 152 and all other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014, including any statutory modification(s) or re-enactment thereof from time to time, read with Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee appointed him as Non-Executive Non-Independent Additional Director of the Company effect from 14^th February, 2025 as he is eligible for appointment subject to approval of members at the ensuing Annual General Meeting of the Company.

? Mr. Narayan V. Kamath (DIN 10913871) pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed thereunder, read with Schedule IV to the Act, based on the recommendation of the Nomination and Remuneration Committee, appointed him as an Additional Director of the Company by the Board with effect from February 14, 2025 under section 161 of the Act, in the capacity of an Independent Director with effect from February 14, 2025, who meets the criteria for independence under Section 149(6) of the Act and Rules made thereunder, and in respect of whom the Company has received a notice under Section 160 of the Companies Act, 2013 signifying his candidature as an Independent Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a first term of five (5) consecutive years effective from February 14, 2025. He holds office upto the date of the ensuing AGM Company under Section 161 of the Act and he is eligible for appointment. He has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act.

? Mr. Umang Pittie (DIN: 05322022) was appointed by the Board of Directors at the Board meeting held on 22^nd May, 2025 as an Additional Whole time Director designated as Executive Director based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (‘the Act”) and the Rules made thereunder and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 (including any statutory modification (s) or reenactment (s) thereof for the time being in force), the Articles of Association of the Company and subject to other consents required, if any, for a period of 3 (three) years with effect from May 22, 2025, subject to approval of shareholders at the ensuing Annual General Meeting of the Company.

• Mr. Vaibhav Pittie (DIN: 07643342) was appointed by the Board of Directors at the Board meeting held on 22^nd May, 2025 as an Additional Whole time Director designated as Executive Director based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (‘the Act”) and the Rules made thereunder and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 (including any statutory modification (s) or reenactment (s) thereof for the time being in force), the Articles of Association of the Company and subject to other consents required, if any, for a period of 3 (three) years with effect from May 22, 2025, subject to approval of shareholders at the ensuing Annual General Meeting of the Company.

• Mr. Shridhar Pittie (DIN No.: 00562400), Chairman & Managing Director of the Company retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 (Act) at the ensuing Annual General Meeting (AGM) and is eligible for reappointment.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

• Mr. Shridhar Pittie- Chairman & Managing Director

• Mr. Sajjan Kumar Jhunjhunwala- Chief Financial Officer

• Mr. Akash Joshi- Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Mohan V. Tanksale (DIN: 02971181), Mr. Sandeep G. Gokhale (DIN: 00693885), Mr. Narayan Vinayak Kamath (DIN: 10913871) and Mrs. Ranjana Kaul (DIN No.: 07122917) Independent directors of the Company had submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations” and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required. In terms of Regulation 25(8) of SEBI Listing Regulations, independent directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

NUMBERS OF MEETINGS OF THE BOARD

During the year 2024-25, six board meetings were convened and held i.e on 28.05.2024, 07.08.2024, 30.09.2024, 14.11.2024, 28.12.2024 and 14.02.2025. The maximum interval between the meetings did not exceed the period prescribed under Companies Act, 2013. Details of attendance are attached and form part of the Annual Report.

COMMITTEE OF BOARD OF DIRECTORS

The Committees of the Board have been constituted/ reconstituted in accordance with the provisions of the Companies Act, 2013. Currently, the Board has the following Committees:

Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The details pertaining to composition of meetings held during the year and the attendance of directors in respect of the meetings of these Committees are attached and form part of the Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism (“Vigil Mechanism”) for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the

Companys website:- http://www.rajabahadur.com

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The remuneration policy for directors and senior management and the criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the Companys website at (https://www.rajabahadur.com/coc.php). There has been no change in the policies since the last fiscal year.

The Board of Directors affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Boards own performance, Board Committees and Individual Directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No. Performance evaluation of	Performance evaluation performed by	Criteria
1. Each Individual Directors	Nomination and Remuneration Committee	Attendance, contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2. Independent Directors	Entire Board of Directors excluding the Director who is being evaluated	Attendance, contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3. Board, and its Committees	All Directors	Board composition and structure, effectiveness of Board processes, Evaluation of risk, look into governance and compliance, review grievance of investor, check availability of sufficient funds, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information, contribution to the discussion, etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. More details on risk management are covered in the Management Discussion and Analysis, forming a part of the Annual Report.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

i. that in the preparation of the annual accounts for year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31^st March, 2025 and of the loss of the Company for the year ended on that date;

iii. that proper and sufficient care have 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;

iv. that the annual accounts have been prepared on a ‘going concern basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate system of internal financial controls over financial reporting as required under the Act. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. The Audit Committee of the Board reviews the internal control systems with the Management, Internal Auditors and Statutory Auditors.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

Raja Bahadurs Realty Limited is wholly owned subsidiary of the Company is engaged in the business of real estate and property development activities. The salient features of the financial summary statement in Form AOC - 1 is enclosed as “Annexure - D.”

The Company does not have any Joint Ventures / Associates.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the provisions of the Section 129 of the Act, read with the Companies (Accounts) Rules, 2014, applicable Indian Accounting Standards (IND-AS) and the provisions of the Listing Regulations and forms part of the Annual Report.

DEPOSITS

During the year, the Company has not accepted any public deposits in terms of Section 73 of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the Company as at 31^st March, 2025 is uploaded on the website of the Company at Web link: https://www.rajabahadur.com/coc.php.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Jain P.C. & Associates, Chartered Accountants (FRN No. 126313W) were appointed as Statutory Auditors of the Company for second term for a period of five years at the 96^th AGM held on 08.08.2022 to hold office till the conclusion of the AGM to be held in the year 2027.

M/s. Jain P.C. & Associates, Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Statutory Auditors of your Company and they would continue to hold the office of Statutory Auditors for the financial year 2024-25.

During the year under review, the statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(f) of the Act.

There were no qualification/ adverse remark/ observation of the statutory Auditors relating to financial statement and they have given unmodified opinion report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, Parikh & Associates, Practicing Company Secretaries Secretarial Auditors have issued the Secretarial Auditors Report and their report is attached hereto as “Annexure-A”.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

COST AUDITORS

The provisions of section 148 are not applicable to the Company for the year under review and accordingly the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees 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 given in “Annexure-B” to this Report.

Details of employees remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on your Companys website at (https://www.rajabahadur.com/Dis.php).

RELATED PARTY TRANSACTIONS

The Board has framed a policy for related party transactions. Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as “Annexure-C”.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 (“the Act”) read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has not received any complaint of sexual harassment during the financial year 2024-25.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2025-2026.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website (www.rajabahadur.com)

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of nature of business of the Company, particulars regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year under report. CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

		For and on behalf of the Board
		Shridhar Pittie
		DIN : 00562400
		Chairman & Managing Director
Place :-	Mumbai
Date :-	May 22, 2025