RDB Infrastructure and Power Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 20^th Annual Report of RDB Infrastructure and Power Limited (formerly known as RDB Realty & Infrastructure Limited) along with the Audited Financial Statements for the financial year ended 31^st March, 2026.

FINANCIAL SUMMARY

Your Companys financial performance for the year ended 31^st March, 2026 is summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26
Total Revenue	14,260.11	11,347.73	14,260.87
Total Expenses (excluding exceptional items)	(12,567.74)	(10,593.78)	(12,575.86)
Profit before Exceptional Items	1692.37	753.95	1686.01
Exceptional item	-	-	-
Profit Before Taxation	1692.37	753.95	1686.01
Tax expense:
- Current Tax	440.28	(192.78)	440.28
- Related to earlier years	-	(5.03)	-
- Deferred Tax	0.35	(2.44)	0.28
Profit After Tax	1252.44	553.70	1246.01
Other Comprehensive Income	12.56	14.52	12.56
Total Comprehensive Income	1265.00	568.22	1258.57

Your Company has reported a standalone net profit of Rs. 1,265.00 Lakhs for the year ended 31^st March, 2026 as compared to a net profit of Rs. 568.22 Lakhs in the previous financial year. The total revenue for the year ended 31^st March, 2026 stood at Rs. 14,260.11 Lakhs, as against Rs. 11,347.73 Lakhs for the year ended 31^st March, 2025. The Company invested in RDB Bhopal Infrastructure Private Limited (51%) and Naar Projects Private Limited (26%) which in turn became the Subsidiary and Associate respectively. The Company reported a consolidated net profit of Rs. 1,258.57 Lakhs for the year ended 31^st March 2026 and the total revenue stood at Rs. 14,260.87 Lakhs for the year ended 31^st March 2026.

DIVIDEND

In view of the Companys growth phase and with a focus on conserving existing resources to support ongoing and future investment requirements, your directors have deemed it prudent not to recommend any dividend on the equity shares for the financial year ended 31^st March, 2026.

TRANSFER TO RESERVES

During the period under review, your Company has not transferred any amount to reserves during financial year ended 31^st March, 2026.

STATE OF THE COMPANYS AFFAIRS

During the financial year 2025-26, the Company achieved significant milestones across its Infrastructure, Aviation Infrastructure and Renewable Energy verticals. In the Building & Renovation vertical, the Company has successfully completed the following prestigious projects: a) Renovation of Bhagirathi Atithi Grah, a 100-room facility at Haridwar;

b) Renovation of Sadar Manzil Heritage Hotel at Bhopal; and

c) Renovation of City Centre Mall at Raipur.

In the Aviation Infrastructure vertical, the Company continued to focus on its ongoing projects, including

(i) Strengthening and Up-gradation of the Airport Approach Road and Construction of Road & Development of Car Parking Area at Cochin International Airport (CIAL), and

(ii) Civil Works for Taxiway ‘M on the Airside at Chhatrapati Shivaji Maharaj International Airport (CSMIA), Mumbai. Both projects are progressing as per schedule with adherence to stringent quality and safety standards prescribed by Authority. In the Power & Solar EPC vertical, the Company has commenced execution of an EPC Contract for a Solar Power Project with an aggregate capacity of approx. 2.6 MWp at Kolkata. The Company continues to strengthen its execution capabilities, expand its approved vendor base and reinforce its O&M team to ensure timely delivery, cost efficiency and full compliance with applicable statutory and quality norms.

With a healthy mix of completed and ongoing projects and a robust order pipeline, the Board is confident of sustainable growth in the coming years.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

SHARE CAPITAL

The Companys paid-up share capital at the beginning of the year was Rs.17,28,34,000, comprising of 17,28,34,000 equity shares of Re. 1/- each. During the year, the Company allotted 3,71,75,000 equity shares upon the conversion of equivalent share warrants. Consequently, the paid-up share capital increased to Rs. 21,00,09,000/- (Twenty One Crores Nine Thousand Only) comprising 21,00,09,000 equity shares of Re. 1/- each. After the closure of the Financial Year, the Company further allotted 1,36,50,000 shares post which the paid up share capital of the company stands at Rs. 22,36,59,000/- (Twenty Two crores Thirty Six Lakhs Fifty Nine Thousand Only) comprising of 22,36,59,000 equity shares of Re. 1/- each.

DISCLOSURE UNDER RULE 8 OF THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014

During the year under review, the Company had not issued any sweat equity shares under Section 54 of the Act, nor has it granted any employee stock options under Section 62(1)(b) of the Act. The Company had also not carried out any buy-back of its equity shares under Section 68 of the Act, nor undertaken any reduction of share capital under Section 66 of the Act. Accordingly, the disclosures required under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable for the financial year 2025-26.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES

During the period under review, the Board, at its Meeting held on 16^th September, 2025, approved a 26% investment in Naar Projects Private Limited, which consequently became an Associate of the Company. Following this, on 01^st July, 2025, the Board approved a 51% investment in RDB Bhopal Infrastructure Private Limited, establishing it as a Subsidiary. Further, a statement containing salient features of the financial statement of the Companys subsidiary and associate companies is mentioned in Form AOC-1, which is attached herewith as Annexure A.

The Company does not have any Holding Company or Joint Venture.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements presented by your Company includes financial information of its subsidiary and associate prepared in compliance with applicable Accounting Standards. A statement containing the salient features of the financial statements of your Companys subsidiary and associate in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements.

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

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 1 which forms part of this report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility ("CSR") provisions are applicable to the Company. During the financial year under review, the Company was required to spend Rs. 980,000/- towards CSR activities. The Company has spent the entire CSR obligation of Rs. 980,000/- on eligible CSR activities in accordance with the CSR Policy and the provisions of the Companies Act, 2013.

The Annual Report on CSR Activities pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure 2.

CORPORATE GOVERNANCE

Your Company upholds a strong commitment to sound Corporate Governance and continually endeavours to adopt evolving best practices in the interest of transparency, accountability, and long-term stakeholder value. It remains your Companys constant pursuit to enhance its governance framework through ethical conduct and responsible management practices. A detailed Report on Corporate Governance is annexed to this Report as Annexure 3.

Ms. Prachi Bhartia, Practicing Company Secretary and Secretarial Auditor of the Company, has issued a certificate dated 27.05.2026, confirming that the Company has complied with the conditions for Corporate Governance stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The said certificate forms part of this Report and is annexed as Annexure 3D.

DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Board of Directors

The Board consists of executive and non-executive directors including independent directors who have wide experience in different disciplines of corporate functioning.

The Board of Directors consists of the following as on the date of the report:

Mr. Rajeev Kumar	Chairperson & Whole Time Director
Mr. Raju Singh1	Whole Time Director
Mr. Shubham Vaidya2	Managing Director
Ms. Moumita Ghosh	Independent Director and Woman Director
Mr. Sharad Kumar Bachhawat	Independent Director
Mr. Ashok Kumar Jain	Independent Director
Mr. Abhay Doshi	Independent Director

1 Mr. Raju Singh (DIN: 09117852) retires by rotation at the ensuing AGM and has expressed his unwillingness to be reappointed. ² Appointed with effect from 9th April 2026.

During the period under review, the following changes took place in the composition of the Board of your Company: Mr. Samprati Kamdar ceased to be the Independent Director of the Company w.e.f. 10^th September 2025. The Board placed on record its sincere appreciation for the extensive contribution made by Mr. Samprati Kamdar during his tenure in the Company.

Mr. Amit Kumar Goyal ceased to be the Managing Director and CFO of the Company w.e.f. 10^th December 2025. The Board placed on record its sincere appreciation for the extensive contribution made by Mr. Amit Kumar Goyal during his tenure in the Company. Following this, the Board of Directors on the recommendation of Nomination and Remuneration Committee, at its Meeting held on 9^th April 2026, approved the appointment of Mr. Shubham Vaidya (DIN: 11294349) as a Managing Director and the same was approved by the Shareholders on 6^th July, 2026. Your Board of Directors, based on the recommendation of the Nomination and Remuneration Committee at their Meeting held on 14^th March, 2026 approved the interim appointment of Mr. Aman Sisodia, Company Secretary & Compliance Officer to additionally hold the position of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company. Mr. Ramakant Asopa was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 9^th April 2026 succeeding Mr. Aman Sisodia who stepped down from the position of Interim CFO on 8^th April 2026.

Number of Board Meetings

The Board met 12 (Twelve) times during the period under review. The details of such meetings are disclosed in the Corporate Governance Report forming part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days as prescribed by the Act.

Director retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Raju Singh, Whole-time Director (DIN: 09117852), retires by rotation at the ensuing Annual General Meeting. Furthermore, Mr. Raju Singh has expressed his unwillingness to be re-appointed as a Director of the Company. Accordingly, he shall retire from the office of Director at the conclusion of the ensuing Annual General Meeting and the vacancy arising from his retirement is proposed not to be filled at the ensuing Annual General Meeting.

The Members are requested to expressly resolve not to fill the vacancy arising from the retirement of Mr. Raju Singh.

Declaration of Independence

Your Company has received necessary declaration from Independent Directors stating that:

(i) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) and Regulation 25(8) of the SEBI Listing Regulations; and (ii) as required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

The Independent Directors of your Company have duly complied with the provisions of the Code for Independent Directors as outlined in Schedule IV of the Act, as well as the Companys Code of Conduct for Directors and Senior Management Personnel.

Board Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee and your Board have made the annual evaluation of the performance of the Board, its Committees and of individual Directors. The evaluation was done on the basis of structured feedback forms which included parameters such as level of engagement and contribution, independence of judgments, maintenance of integrity, confidentiality, etc. Further, in the separate meetings of Independent Directors which were held on 13^th February, 2026 and 14^th March 2026, the performance of Non-Independent Directors, performance of the Board as a whole and the performance of the Chairperson was evaluated and the quality, quantity, and timeliness of flow of information between the Companys Management and the Board was assessed. The Directors expressed their satisfaction with the overall evaluation process.

Familiarization Programmes for Independent Directors

In compliance with Regulation 25(7) of the SEBI Listing Regulations, the Independent Directors are familiarized with the Company through various programmes that provide them with a comprehensive understanding of the nature of the industry in which your Company operates, the Companys business model, and the roles, rights, and responsibilities of Independent Directors. These programmes also cover any other relevant information to ensure that the Independent Directors are well-informed. The details of the familiarization programmes conducted during the year, as required under Regulation 46 of the SEBI Listing Regulations, are available on the website of the Company and can be accessed at the following link: https:// www.rdbindia.com/wp-content/uploads/2026/04/Familiarization-Programme-for-Independent-Director.pdf

B. Committees of the Board

Your Board has constituted the following statutory Committees which are mandated by the Act and the SEBI Listing Regulations, based on their respective roles and defined scope:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Corporate Social Responsibility Committee

The decision to discontinue the Committee of Directors was made in line with the Companys evolving governance requirements, and in accordance with the Boards evaluation of its effectiveness.

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms part of this Annual Report.

C. Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of your Company as on the report date:

i. Mr. Rajeev Kumar, Chairperson & Whole Time Director;

ii. Mr. Shubham Vaidya, Managing Director;

iii. Mr. Raju Singh, Whole Time Director;

iv. Mr. Ramakant Asopa, Chief Financial Officer;

v. Mr. Aman Sisodia, Company Secretary & Compliance Officer.

During the period under review, Mr. Amit Kumar Goyal ceased to be the Managing Director and CFO of the Company w.e.f. 10^th December 2025. The Board placed on record its sincere appreciation for the extensive contribution made by Mr. Amit Kumar Goyal during his tenure in the Company. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Raju Singh, Whole-time Director (DIN: 09117852), retires by rotation at the ensuing Annual General Meeting. Furthermore, Mr. Raju Singh has expressed his unwillingness to be re-appointed as a Director of the Company. Accordingly, he shall retire from the office of Director at the conclusion of the ensuing Annual General Meeting and the vacancy arising from his retirement is proposed not to be filled at the ensuing Annual General Meeting.

Your Board of Directors, based on the recommendation of the Nomination and Remuneration Committee at their Meeting held on 14^th March, 2026 approved the interim appointment of Mr. Aman Sisodia, Company Secretary & Compliance Officer to additionally hold the position of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company. Following this, the Board of Directors on the recommendation of Nomination and Remuneration Committee, at its Meeting held on 9^th April 2026, approved the appointment of Mr. Shubham Vaidya (DIN: 11294349) as a Managing Director, subject to approval by the Members of the Company. Consequently, the same was approved by the Shareholders on 6^th July, 2026. Mr. Ramakant Asopa was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 9^th April 2026 succeeding Mr. Aman Sisodia who stepped down from the position of Interim CFO role on 8^th April 2026.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the opinion of your Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of your Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

POLICIES

A. Corporate Social Responsibility

Pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Corporate Social Responsibility ("CSR") is applicable to the Company for the financial year 2025-26. The CSR policy is placed on the website of the Company and can be accessed at the following link: https://www.rdbindia.com/wp-content/ uploads/2026/04/3.-CSR-Policy_28.04.2026.pdf

B. Risk Management Policy

The Board of Directors of your Company has put in place a robust Risk Management Policy. The primary objective of the policy is to safeguard and enhance shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the Company faces, disciplined risk monitoring and continuous risk assessment and mitigation measures. The Audit Committee is entrusted with the responsibility of overseeing the implementation and effectiveness of the risk management framework. The Committee periodically reviews the key risks and mitigation measures, and its observations are presented to the Board of Directors for further review and guidance. During the year under review, no significant risks were identified that could potentially threaten the sustainability or existence of the Company.

C. Directors Appointment and Remuneration Policy and other details

Pursuant to Section 178(3) of the Act and based on the recommendation of Nomination and Remuneration Committee, your Board had formulated a comprehensive Nomination and Remuneration Policy. This Policy outlines the criteria for determining qualifications, positive attributes, and independence of Directors, as well as the framework for remuneration of Directors, Key Managerial Personnel, and other employees. The details of the Remuneration policy are mentioned in the report on the Corporate Governance and the same is also placed on the Companys website at https://www.rdbindia.com/ wp-content/uploads/2022/09/Nomination-and-Remuneration-Policy.pdf. The statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 4 forming part of this Report.

D. Whistle Blower Policy or Vigil Mechanism

In compliance with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, your Company has formulated Vigilance Mechanism/ Whistle Blower Policy to provide a secure and confidential platform for Directors and employees of the Company to report genuine concerns relating to unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct. The Vigil Mechanism ensures that any Whistle Blower may report concerns to the Vigilance Officer, who is responsible for reviewing and addressing such complaints in a fair and transparent manner. The status of complaints received and their resolution, if any, is periodically reported to the Audit Committee. In appropriate or exceptional cases, the Whistle Blower is also provided direct access to the Chairperson of the Audit Committee.

The Policy includes adequate safeguards to protect Whistle Blowers from any form of retaliation, victimization, or discrimination for reporting concerns in good faith. It reaffirms the Companys commitment to maintaining the highest standards of ethical, moral, and legal business conduct. It is further affirmed that no person has been denied access to the Audit Committee during the year under review.

The Vigil Mechanism / Whistle Blower Policy is made available on the Companys website and can be accessed at the following link: https://www.rdbindia.com/wp-content/uploads/2022/09/Vigil-Mechanism_Whsitle-Blower-Policy.pdf Your Company also undertakes regular communication and sensitization to ensure that Directors and Employees are aware of the availability and accessibility of the Vigil Mechanism.

E. Policy on prevention of insider trading

Your Company has adopted a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" as envisaged under SEBI (Prohibition of Insider Trading) Regulations, 2015 to ensure fair, transparent, and timely disclosure of material information, thereby maintaining the integrity of the market. This Code is intended to prevent misuse of unpublished price sensitive information (UPSI) and to regulate, monitor and report trading activities of Directors, Designated Persons and other connected persons of the Company. It ensures that all stakeholders have equal access to important information that may impact the trading of the Companys securities. The Code is available on the website of the Company and can be accessed at the following link: https://www.rdbindia.com/ wp-content/uploads/2026/03/Code-of-Conduct-for-Fair-Disclosure-and-Trading_13.02.2026.pdf

F. Policy on Prevention of Sexual Harassment at Workplace

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH") and rules made thereunder, your Company has adopted a Policy on Prevention of Sexual Harassment at Workplace. An Internal Complaints Committee (ICC), duly constituted as per the Act, is in place to address complaints of sexual harassment. The ICC includes both internal members and an external expert to ensure fair and impartial redressal.

During the financial year 2025-26, no complaints of sexual harassment were received, disposed of, or remained pending. During the period under review, the Company undertook several initiatives to reinforce its zero-tolerance policy towards harassment and discrimination. These included awareness campaigns, sensitization programs, development of training materials and online workshops, including sessions on unconscious bias. Further details are provided in the Corporate Governance Report forming part of this Annual Report. The POSH Policy is available on the website of the Company and can be accessed at the following link: https://www.rdbindia.com/wp-content/uploads/2026/03/POSH-Policy_13.02.2026.pdf

PARTICULARS OF EMPLOYEES

The statements required under Section 197 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, form part of this Report and will be made available to any Member on request, as prescribed therein. The prescribed particulars of employees required under Rule 5(1) of the said Rules are annexed as Annexure 4 to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2025-26, the loans granted and guarantees or securities provided by the Company in connection with borrowings were exempted from the applicability of Section 186 of the Companies Act, 2013, as the Company is engaged in the business of providing infrastructural facilities.

However, investments and acquisitions made by the Company, whether through subscription, purchase, or otherwise in the securities of any other body corporate, to the extent falling within the scope of Section 186, were subject to the provisions of the Act. These details are disclosed in the Notes to the Financial Statements, forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated and adopted by the Company. Omnibus approvals from the Audit Committee are obtained for the related party transactions which are unforeseen in nature.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Companys website at https://www.rdbindia.com/wp-content/ uploads/2022/09/RPT-Policy_21.06.2025.pdf. There were no related party transactions entered by the Company during the year with directors, key managerial personnel or other persons, which may have a potential conflict with the interests of the Company. During the year under review, all contracts/ arrangements/transactions entered into by the Company with the related parties were in the ordinary course of business and at arms length basis. During the year under review, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Related Party Transactions of the Company or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Therefore, the requirement of furnishing the requisite details in Form No. AOC-2 is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, your Directors to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies 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 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company and can be accessed at the following link: https://www.rdbindia.com/annual-return/

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

1. During the period under review, the Company was summoned by the Directorate of Enforcement, Ministry of Finance, Government of India on 1^st October 2025, 14^th October 2025, 21^st November 2025 & so on. The Summon required the Managing Director to provide evidence and produce documents in connection with an investigation under the Prevention of Money Laundering Act, 2002, relating to the acquisition of a 2.8375-acre land parcel in Sector-70A, Village Palra, Gurgaon. The Enforcement Directorate (ED) conducted a search and seizure operation on 20th November 2025 at the residence of the Managing Director & Chief Financial Officer of the Company as well as RDB Group office in Gurugram. The said search was carried out in connection with the acquisition of a land parcel situated at Sector 70A, the revenue estate of Village Palra, Sub-Tehsil Badshahpur, Gurgaon, Haryana, India. During the operation, certain documents and electronic devices were seized by them which is still in their possession. The Company has been extending full cooperation in this matter as and when required by the ED.

2. During the period under review, BSE Limited imposed a fine of 6,80,000/- plus 18% GST ( 1,22,400/-), aggregating to 8,02,400/-, for a delay in regulatory compliances. The non-compliance was entirely due to unavoidable and extraordinary circumstances beyond the Companys control, specifically:

• Enforcement Directorate (ED) Action: A search and seizure operation conducted by the ED on November 20, 2025, severely disrupted routine business operations and administrative functions.

• Medical Emergency: The Company Secretary & Compliance Officer, Mr. Aman Sisodia, met with a serious accident on November 24, 2025, temporarily incapacitating key compliance management.

• Depository Delay: Unforeseen processing delays at the depository level further held up the corporate action application, which was subsequently filed with BSE on December 31, 2025.

However, the Company has acted in absolute good faith and completed all pending filings at the earliest possible opportunity once operational normalcy was restored.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, there is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/ FI(S) ALONG WITH REASONS

During the period under review, your Company has not made any one-time settlement for the loans taken from the Banks or financial institutions.

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

Your Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. It also remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws. Your Company also confirms that it is fully aware of and remains committed to complying with the provisions of the Maternity Benefit Act, 1961. While there are fewer number of women employees on its pay-rolls, it still has appropriate systems and policies in place to ensure that all statutory benefits under the Act, including paid maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible return-to-work arrangements are extended to eligible women employees as and when applicable.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM FINANCIAL YEAR END AND TILL THE DATE OF THIS REPORT

During the period under review, material changes have occurred which impact the financial position of the Company. Upon receipt of the balance 75% consideration from the respective warrant holders, allotments were made in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and pursuant to the shareholders approval dated 5^th November, 2024. All the Equity Shares were successfully listed on BSE and CSE. Following allotments were made during the financial year:

Date of Allotment	No. of Shares allotted
06.06.2025	24800000
25.06.2025	500000
18.08.2025	250000
29.08.2025	4500000
13.11.2025	1000000
20.01.2026	500000
25.02.2026	5625000
Total	3,71,75,000

During the period following the financial year 2025-26, further allotment of 1,36,50,000 Equity Shares were made on 27^th May 2026.

Accordingly, the capital structure of the Company has changed as follows:

Type of Capital	Number of equity shares	Face Value (in Rs.)	Total Share Capital (in Rs.)
Authorised Share Capital	27,00,00,000	1	27,00,00,000
Issued, Subscribed and Paid-up Share Capital (pre-issue)	17,28,34,000	1	17,28,34,000
Issued, Subscribed and Paid-up Share Capital (post-issue)	22,36,59,000	1	22,36,59,000

DEPOSITS

During the period under review, your Company has not accepted any deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 Accordingly, the provisions of Chapter V of the Act relating to acceptance of deposits are not applicable to your Company.

AUDITORS AND THEIR REPORTS Statutory Auditor

At 17^th AGM held on 28^th September, 2023, the members approved the re-appointment of M/s. LB Jha & Co., Chartered Accountants (Firm Registration No. 301088E), as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the 17^th AGM till the conclusion of the 22^nd AGM to be held for the financial year 2027-28.

In terms of Section 139 and 141 of the Act and relevant rules made thereunder, M/s. LB Jha & Co., Chartered Accountants, have confirmed that they are not disqualified from continuing as Auditors of the Company. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors Report given by LB Jha & Co., Chartered Accountants on the financial statements of the Company for the year ended 31^st March, 2026 forms part of the Annual Report. The Notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any comments. The Auditors Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act. Therefore, no disclosure is required in terms of Section 134(3)(ca) of the Act.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with the Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company appointed Ms. Prachi

Bhartia (Formerly Prachi Todi), Practicing Company Secretary (Certificate of Practice No. 22964) in the 19^th Annual General Meeting held on 25^th September, 2025 for a period of 5 years commencing from 2025-26 to the financial year 2029-30 to conduct the secretarial audit of the records and documents of the Company. The Secretarial Audit report issued by Secretarial Auditor in Form MR-3 is attached as Annexure 5 to this Report. The Secretarial Audit Report is self-explanatory and does not call for any comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Furthermore, the Company has taken note of the remark/noting made by the Secretarial Auditor in the Secretarial Audit Report and shall take appropriate corrective measures to address the same in due course.

Internal Auditor

Pursuant to the provisions of Section 138(1) of the Act, your Board of Directors had appointed M/s GARV & Associates, Chartered Accountants, as the Internal Auditor of the Company for the remaining period from 1^st April, 2025 to 31^st March, 2026.

The Internal Auditor reports directly to the Audit Committee, and the Internal Audit Reports are placed before the Audit Committee at its meetings for review and necessary guidance. The internal audit process serves as an independent and objective evaluation of your Companys internal controls, risk management, and governance processes.

Cost Auditor

In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Board, on the recommendation of the Audit Committee, has appointed M/s. Sohan Lal Jalan and Associates, (Registration No. 000521), Cost Accountants, Kolkata as Cost Auditors of the Company, to carry out the cost audit of the Company for the financial year ending 31^st March 2026.

Reporting of fraud by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds, committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review, your Company has complied with the applicable Secretarial Standard-1 and 2 relating to "Meeting of Board of Directors" and "General Meetings", respectively, issued by The Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs in terms of Section 118(10) of the Act.

STATEMENT OF DEVIATION OR VARIATION

In terms of the provisions of SEBI Listing Regulations, your Company hereby confirms that there has been no deviation or variation in the use of proceeds raised through preferential issue of Share Warrants from those stated in the objects of the offer document and the explanatory statement to the notice of the general meeting. Further, there is no category-wise variation between the projected utilization of funds and the actual utilization during the year under review.

CEO AND CFO CERTIFICATION

Mr. Rajeev Kumar, Chairperson & Whole Time Director and Mr. Ramakant Asopa, Chief Financial Officer of the Company have jointly furnished an annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI Listing Regulations and is attached to the Corporate Governance Report as Annexure 3B.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations, read with Schedule V thereto, the Management Discussion and Analysis Report for the period under review is appended hereto and forms part of this Report as Annexure 3E.

During the period under review, your Company does not have any unclaimed or unpaid dividends or corresponding shares which are required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Accordingly, no such transfer was made to the IEPF during the financial year.

DETAILS OF NODAL OFFICER

The Board of Directors of your Company have designated Mr. Aman Sisodia, Company Secretary and Compliance Officer, as the Nodal Officer for communication with the Investor Education and Protection Fund (IEPF) Authority with effect from 07^th January 2026, following the resignation of Mr. Amit Kumar Goyal, Managing Director and Chief Financial Officer with effect from 10^th December 2025.

PEOPLE AND CULTURE

Your Company recognises that its people are its greatest asset. A culture of performance, continuous learning, integrity, collaboration, and respect remains central to your Companys success. During the period under review, your Company continued to invest in employee development through various training, upskilling, and engagement initiatives, aimed at nurturing talent and fostering a productive and inclusive workplace. Your Board places on record its sincere appreciation for the dedication, commitment, and contribution of all employees across levels, whose efforts have enabled the Company to achieve sustained growth and operational excellence.

ENVIRONMENT AND SUSTAINABILITY

Your Company remains committed to conducting its business in an environmentally responsible and sustainable manner. Sustainability is embedded into the Companys operations, with continuous efforts directed towards optimizing resource consumption, reducing carbon footprint and promoting energy efficiency across all functions. Initiatives undertaken during the year included waste minimization, responsible sourcing, water conservation, and awareness drives aimed at fostering an environmentally conscious culture. Your Company actively aligns with global sustainability goals and complies with all applicable environmental regulations, reaffirming its dedication to a greener and more sustainable future.

ACKNOWLEDGEMENT

Your Directors express their sincere gratitude to all employees, customers, vendors, investors, and academic partners for their unwavering support and trust in your Company. Your Board also extends its thanks to the Government of India, State Governments and various regulatory authorities and departments for their continued co-operation and assistance. Your Directors place on record their deep appreciation for the dedication, professionalism, and commitment demonstrated by all members of the RDB family, whose efforts have been instrumental in your Companys progress. Their unity, competence, and integrity continue to be the foundation of the Companys success. The Board looks forward to their continued engagement and support in the years ahead.

	For RDB Infrastructure and Power Limited
	(Formerly known as RDB Realty & Infrastructure Limited)
	Sd/-
	Rajeev Kumar
Place: Kolkata	Chairperson & Whole Time Director
Date: 08th August, 2026	DIN: 07003686