Dear Members,
Your Directors have pleasure in presenting the 08th (Eighth) Annual Report on the business and operations of your Company ("the Company") together with the Audited Financial Statements for the year ended 31st March, 2026.
FINANCIAL SUMMARY
A summary of Standalone and Consolidated Financial Results of the Company for the year ended 31st March, 2026 is given below:
(Rs. In Lakhs)
| Particulars | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Total Income | 3,152.32 | 2,631.79 | 24,302.66 | 9,715.99 |
| Less: Expenses | 1,482.95 | 1,478.37 | 21,084.82 | 5,923.40 |
| Profit before Interest and Depreciation | 1,669.37 | 1,153.42 | 3,217.84 | 3,792.59 |
| Less: a) Interest | 1,023.26 | 917.12 | 2,748.83 | 2,872.70 |
| b) Depreciation & Amortisation | 8.88 | 9.56 | 925.77 | 565.72 |
| Add: Share of Profit/(Loss) in Associates | -- | -- | 50.19 | (27.48) |
| Profit before taxation | 637.23 | 226.74 | (406.57) | 326.69 |
| Less: Provisions for current tax and deferred tax | 152.25 | 65.47 | 479.43 | 142.72 |
| Profit After Tax | 484.98 | 161.27 | (886.00) | 183.97 |
| Add: Other Comprehensive Income | (0.90) | 8.95 | (0.90) | 8.95 |
| Add/Less: Minority Adjustment | -- | -- | 1,040.19 | 5.75 |
| Profit After Tax after minority adjustments | 484.08 | 170.22 | 153.30 | 187.17 |
| Add: Balance brought forward from last year | 5,694.12 | 5,523.90 | 12,404.79 | 12,199.41 |
| Balance available for appropriations | 15,059.38 | 5,694.12 | 22,233.00 | 12,404.79 |
| Less: Appropriations | -- | -- | -- | -- |
| a) Provision for proposed dividend on equity shares | -- | -- | -- | -- |
| b) Provision for dividend tax | -- | -- | -- | -- |
| c) Dividend distribution tax for earlier years | -- | -- | -- | -- |
| Balance carried to the Balance Sheet | 15,059.38 | 5,694.12 | 22,233.00 | 12,404.79 |
REVIEW OF OPERATION AND STATE OF COMPANYS AFFAIRS
During the year under review, the Company successfully completed and handed over possession of its residential and commercial projects in accordance with its business objectives. As on 31st March, 2026, the Company has five ongoing projects at various stages of planning, development and execution. These include housing projects, integrated townships, shopping malls and commercial complexes.
During the period under review, the Company continued to focused on improving productivity, reducing costs and utilized its cash flows most effectively.
On a standalone basis, the Company has posted a net profit of Rs 484.08 Lakhs for the year ended 31st March, 2026 against a net profit of Rs 161.27 Lakhs in the previous year. Total Revenue stands at Rs. 3,152.32 Lakhs for the year ended 31st March, 2026 and Rs. 2,631.79 Lakhs for the year ended 31st March, 2025.
On a consolidated basis, the Company reported net profit of Rs. 153.30 Lakhs for the year ended 31st March, 2026 against a net profit of Rs. 187.17 Lakhs in the previous year. Consolidated Revenue stands at Rs. 24,302.66 Lakhs for the year ended 31st March, 2026 and Rs. 9,715.99 Lakhs for the year ended 31st March, 2025.
DIVIDEND & RESERVES
In order to conserve existing resources and to meet the investment needs of the Company, your Directors do not recommend any dividend for the Financial Year 2025-26.
The Company does not propose to transfer any amount to its Reserves.
SHARE CAPITAL
AUTHORISED CAPITAL
During the year under review, the authorised share capital of the Company remained unchanged at 38 crore (Rupees Thirty-Eight Crore only).
ISSUE OF WARRANTS & ITS CONVERSION
During the period under review, your Company had issued and allotted 1,78,30,000 (One Crore Seventy Eight Lakh Thirty Thousand Only) share warrants on a preferential basis, each convertible into equivalent equity shares, having face value of Rs. 10/- (Rupees Ten Only) each, ranking paripassu with the existing equity shares of your Company, at a price of Rs. 87.15/- (Rupees Eighty Seven and Fifteen Paise Only), including premium of Rs. 77.15/- (Rupees Seventy Seven and Fifteen Paise Only) per share warrants, aggregating to Rs. 155,38,84,500/- (Rupees One Hundred Fifty Five Crore Thirty Eight Lakh Eighty Four Thousand Five Hundred Only).
In accordance with the applicable provisions of the Companies Act, 2013 ("the Act") and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company received 25% of the total consideration amount, aggregating to Rs. 38,84,71,125/- (Rupees Thirty Eight Crore Eighty Four Lakh Seventy One Thousand One Hundred Twenty Five Only), as upfront payment against the allotment of the said share warrants on 13th August, 2025 and 19th August, 2025.
Further, during the year under review, out of the aforesaid warrants, 90,25,000 (Ninety Lakh Twenty-Five Thousand) share warrants were converted into equivalent number of equity shares upon receipt of the balance 75% of the issue price, aggregating to Rs. 58,98,96,562/- (Rupees Fifty Eight Crore Ninety Eight Lakh Ninety Six Thousand Five Hundred Sixty Two Only) from the respective warrant holders.
Consequently, as on the end of the financial year, 88,05,000 (Eighty Eight Lakh Five Thousand) share warrants remained outstanding and available for conversion into equivalent equity shares in accordance with the terms of issue and applicable regulatory provisions.
PAID-UP CAPITAL
During the year under review, the paid-up share capital of the Company was increased pursuant to the allotment of Equity Shares arising out of the aforesaid conversion of share warrants issued on a preferential basis.
The Company had allotted 27,75,000 (Twenty-Seven Lakh Seventy-Five Thousand) Equity Shares on 22nd January, 2026, upon conversion of an equivalent number of share warrants, resulting in an increase in the paid-up share capital of the Company from Rs. 17,28,34,000/- (Rupees Seventeen Crore Twenty Eight Lakh Thirty Four Thousand Only) to Rs. 20,05,84,000/- (Rupees Twenty Crore Five Lakh Eighty Four Thousand Only).
Subsequently, the Company allotted further 62,50,000 (Sixty-Two Lakh Fifty Thousand) Equity Shares on 09th February, 2026, pursuant to the conversion of further share warrants, consequent to which the paid-up share capital of the Company increased from Rs. 20,05,84,000/- (Rupees Twenty Crore Five Lakh Eighty Four Thousand Only) to Rs. 26,30,84,000/- (Rupees Twenty Six Crore Thirty Lakh Eighty Four Thousand Only).
Following the aforesaid allotments, the Company duly completed all necessary corporate actions for credit of the allotted Equity Shares into the respective demat accounts of the allottees. The Company also received the necessary listing and trading approvals from BSE Limited within the prescribed timelines in respect of the said allotted shares.
Further, the Company has also complied with all applicable regulatory requirements relating to the preferential issue, including submission of the Monitoring Agency Report to the Stock Exchange regarding utilization of issue proceeds. The requisite disclosures pertaining to the preferential allotment of warrants have also been duly uploaded on the website of the Company.
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.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
The Company, together with its Subsidiaries and Associate Company, is engaged in construction activities and is also providing rental services. During the year under review, RDB Raipur Hotels Private Limited and S.D. Infrastructure & Real Estate Private Limited became subsidiaries of the Company. As on March 31, 2026, the Company has Eight Subsidiary Companies (including two wholly owned subsidiaries), Four Limited Liability Partnerships (LLPs) as subsidiaries, One Limited Liability Partnership (LLP) as an Associate, and One Associate Company. The details of the subsidiaries and the associate form part of the Annual Return, which is available on the website of the Company.
Pursuant to Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations"), the Company has formulated a Policy on Material Subsidiary and the same is available on its website at the link: https://rdbrealty.com/wp-content/uploads/RDB-Real-Estate-Policy-on-Material-Subsidiary.pdf
In accordance with Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, the Listing Regulations and the applicable Indian Accounting Standards (Ind AS), the Company has prepared Consolidated Financial Statements, in addition to the Standalone Financial Statements, which includes financial information of all its Subsidiaries and Associate Company.
The statement in Form AOC-1 containing the salient features of the performance and financial position of each of the Subsidiary & Associate Company is annexed to the financial statements of the Company which forms part of this Annual Report.
In terms of Section 136 of the Act and other applicable provisions of the Listing Regulations, the audited financial statements including the consolidated financial statements of the Company and the annual audited financial statements of each of its subsidiaries are available at our website at www.rdbrealty.com.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of section 134(3)(c) and section 134(5) of the Act, the Directors to the best of their knowledge hereby state and confirm that:
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board comprises of an optimum mix of both Executive and Non-Executive Directors including Independent Directors and a Woman Director. The Boards composition and size is in compliance with the provisions of the Act and the Listing Regulations. The details of Directors of the Company and the remuneration drawn by them are given in the Annual Return which is available on the website of the Company.
None of the Directors of the Company are disqualified from being appointed as Directors, as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
(a) APPOINTMENT / RE-APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation
In accordance with the Articles of Association of the Company and Section 152 of the Act, Mr. Ravi Prakash Pincha (DIN: 00094695) shall retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment at the ensuing AGM.
A brief resume of the Director being reappointed as required under Regulation 36(3) of the Listing Regulations forms part of the Notice convening the ensuing AGM.
Appointment & Resignation of Directors
Appointment
During the year under review, no appointment of Director was made in the Company.
Resignation of Director
During the year under review, Mr. Samprati Kamdar (DIN: 09615765) tendered his resignation as a Non-Executive Independent Director of the Company, which became effective from the close of business hours on 02nd March, 2026.
The Board of Directors places on record its sincere appreciation for the valuable contributions, guidance, and support extended by Mr. Kamdar during his tenure as an Independent Director of the Company and wishes him continued success in all his future endeavors.
Changes in Key Managerial Personnel (KMP)
During the year, the following changes occurred in the
(b) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149 OF THE ACT AND REGULATION 16 OF THE LISTING REGULATIONS
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act, read with the Rules made there under and Regulation 16 of the Listing Regulations. The Independent Directors of the Company have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act. Furthermore, the Independent Directors have also complied with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 regarding inclusion of their names in the Independent Directors Databank and online proficiency assessment, wherever applicable.
(c) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
In compliance with Regulation 25(7) of the Listing Regulations, the Independent Directors are familiarized with the Company, their roles, rights, responsibilities therein, nature of the industry in which the Company operates, business model of the Company, etc. The familiarization programme imparted to the Independent Directors during the year with details required as per Regulation 46 of the Listing Regulations is available on the Companys website at the link: https://rdbrealty.com/wp-content/uploads/Familiarization-Programme-of-Independent-Director.pdf
(d) MEETING OF THE BOARD OF DIRECTORS
During the year under review, the Board of Directors met nine (09) times in compliance with the provisions of the Act and the Listing Regulations. The meetings were held on the following dates: 29th May, 2025; 09th June, 2025, 08th August, 2025; 13th August, 2025; 19th August, 2025; 14th November, 2025; 22nd January, 2026; 09th February, 2026; & 02nd March, 2026.
The interval between any two consecutive meetings was within the period prescribed under the Act and Regulation 17 of the Listing Regulations. Further details regarding the Board meetings, including the attendance of Directors, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
(e) APPOINTMENT AND REMUNERATION POLICY OF THE COMPANY
The Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of the Company. The Policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee. The Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his / her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings.
The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act is available on the Companys website at the link: https://rdbrealty.com/wp-content/uploads/RDB-Real-Estate-Remuneration-Policy.pdf
(f) FORMAL ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration Committee and the Board has 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.
(g) INDEPENDENT DIRECTORS MEETING
The Independent Directors of the Company met on 31st March, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees of the Board and the Board as a whole along with the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Directors expressed their satisfaction with the overall evaluation process.
COMMITTEES
Audit Committee
The composition and terms of reference of the Audit Committee is in accordance with the provisions of the Act and the Listing Regulations. Further, the same along with the details of the Committee Meetings has been furnished in the Corporate Governance Report which forms part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.
Nomination and Remuneration Committee
The composition and terms of reference of the Nomination and Remuneration Committee is in accordance with the provisions of the Act and the Listing Regulations. Further, the same along with the details of the Committee Meetings has been furnished in the Corporate Governance Report which forms part of this Annual Report.
Stakeholders Relationship Committee
The composition and terms of reference of the Stakeholders Relationship Committee is in accordance with the provisions of the Act and the Listing Regulations. Further, the same along with the details of the Committee Meetings has been furnished in the Corporate Governance Report which forms part of this Annual Report.
Committee of Directors
In order to ensure the smooth functioning of the business activities of the Company and to facilitate operational convenience, the Board of Directors has constituted a Committee of Directors in accordance with the provisions of Section 179 of the Act, with the required composition and defined terms of reference. The composition of the Committee and details of its Meetings are provided in the Corporate Governance Report forming part of this Annual Report.
RECONSTITUTION OF THE COMMITTEES:
AUDIT COMMITTEE
Pursuant to the resignation of Mr. Samprati Kamdar (DIN: 09615765) from the position of Independent Director of the Company w.e.f. 02nd March, 2026, his membership on the Audit Committee and other Committees of the Board ceased with effect from the date of his resignation.
Consequently, the Board reconstituted the Audit Committee on the same date by appointing Mr. Ashok Kumar Jain (DIN:09560734) Non-Executive Independent Director, as a Member of the Committee in place of Mr. Samprati Kamdar.
Accordingly, the composition of the Audit Committee after reconstitution was as follows:
| Sl. No. Name | Position in Committee | Nature of Directorship |
| 1. Mr. Sharad Kumar Bachhawat | Chairperson | Non-Executive Independent Director |
| 2. Mr. Ashok Kumar Jain | Member | Non-Executive Independent Director |
| 3. Mr. Pradeep Kumar Pugalia | Member | Executive Director |
COMMITTEE OF DIRECTORS
Pursuant to the resignation of Mr. Samprati Kamdar (DIN: 09615765) from the position of Independent Director of the Company w.e.f. 02nd March, 2026, his membership on the Committee of Directors ceased with effect from the date of his resignation.
Consequently, the Board reconstituted the Committee of Directors on the same date by appointing Mr. Ashok Kumar Jain (DIN:09560734), Non-Executive Independent Director, as a Member of the Committee in place of Mr. Samprati Kamdar.
Accordingly, the composition of the Committee of Directors after reconstitution was as follows:
| Sl. No. Name | Position in Committee | Nature of Directorship |
| 1. Mr. Pradeep Kumar Pugalia | Chairperson | Executive Director |
| 2. Mr. Ravi Prakash Pincha | Member | Non-Executive Non Independent Director |
| 3. Mrs. Neera Chakravarty | Member | Executive Director |
| 4. Mr. Ashok Kumar Jain | Member | Non-Executive Independent Director |
INTERNAL FINANCIAL CONTROL SYSTEMS
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 the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year, such controls were tested and no material weakness in design or operating effectiveness was observed.
RISK MANAGEMENT POLICY
The Company recognizes that risk is an integral part of business and is committed to managing those risks proactively. In terms of the provisions of Section 134(3)(n) of the Act, and Regulation 17(9) of the Listing Regulations, the Company has formulated and implemented a robust Risk Management Policy. The Board of Directors have the ultimate responsibility for framing, implementing, and monitoring this risk management plan. The Policy establishes a structured framework designed to identify, assess, monitor, and mitigate various internal and external business risks that could threaten the Companys operational continuity or existence. Key risks associated with the Companys business lines are periodically reviewed by the Board.
Further, since the Company does not fall within the top 1,000 listed entities based on market capitalization, the provisions of Regulation 21 of the Listing Regulations, the mandatory constitution of a separate Risk Management Committee are not applicable to the Company during the year under review. The functions of risk oversight and review continue to be managed directly by the Board of Directors, with assistance from the Audit Committee wherever applicable. Overall, the Company follows a proactive approach in identifying and monitoring potential business risks and takes appropriate steps to mitigate them as part of its internal management processes.
CORPORATE GOVERNANCE
In compliance with the provisions of Regulation 34 of the Listing Regulations, read with Schedule V of the said Regulations, the Report on Corporate Governance together with the Auditors Certificate thereon is annexed to this Report as Annexure - 1.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review, your Company does not fall within the purview of section 135 of the Act.
POLICY ON PREVENTION OF INSIDER TRADING
The Company has adopted a "Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information" as envisaged under SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in equity shares of the Company by the Directors and Designated Employees of the Company. The said Code is available on the website of the Company at the link: https://rdbrealty.com/wp-content/uploads/Code-of-Practice-Procedure-for-Fair-Disclosure-of-UPSI.pdf
VIGIL MECHANISM/WHISTLEBLOWER POLICY
Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has formulated a Vigil Mechanism/Whistleblower 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 Whistleblowers can directly approach the Vigilance Officer and the Vigilance Officer shall place the report/status of complaints received and resolved, if any, to the members of Audit Committee. Further, the aggrieved person can have direct access to the Chairperson of the Audit Committee. The Whistleblower Policy also provides for adequate safeguards against victimization of persons who use such mechanism and is also available on the Companys website at the link: https://rdbrealty.com/wp-content/uploads/RDB-Real-Estate-VigilMechanism-Policy.pdf
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, for prevention and redressal of complaints of sexual harassment at workplace on 29.05.2025. The Internal Complaints Committee, which has been constituted as per the aforesaid policy, will report to the Audit Committee of the Board of Directors of the Company on the complaints received and action taken by it during the financial year. During the financial year 2025-26, 2013 as approved by the Board may be accessed on its website at the link: https://rdbrealty.com/wp-content/uploads/PREVENTION-OF-SEXUAL-HARRASMENT-ATWORKPLACE.pdf
no complaints of sexual harassment were received, disposed of, or remained pending.
The Companys Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as approved by the Board may be accessed on its website at the link: https://rdbrealty.com/wp-content/uploads/PREVENTION-OF-SEXUAL-HARRASMENT-ATWORKPLACE.pdf
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE/SECURITY GIVEN IN CONNECTION WITH LOANS UNDER SECTION 186 OF THE ACT
During the financial year 2025-26, the loans given, guarantee/security provided in connection with loans taken by the Company are exempt from the applicability of Section 186 of the Act since the Company is engaged in providing infrastructural facilities. However, the investments/acquisitions made by the Company by way of subscription, purchase or otherwise in the securities of any other Body Corporate, which falls within the ambit of Section 186 of the Act are detailed in Note No 3 of the Financial Statements which forms part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements and transactions entered into by the Company with its related parties during the financial year 2025-26 were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, the Company entered into material related party transactions with RDB Bhopal Hospitality Private Limited and RDB Anekant LLP after obtaining the requisite approvals in accordance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions.
As all the related party transactions entered into during the year were in the ordinary course of business and on an arms length basis, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable to the Company.
Further, there are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large.
The details of related party transactions are disclosed and set out in notes to the Standalone Financial Statements forming part of this Annual Report. The Companys Policy on related party transactions as approved by the Board may be accessed on its website at the link: https://rdbrealty.com/wp-content/uploads/RDB-Real-Estate-Policy-On-RelatedParty-Transactions.pdf
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the financial year 2025-26, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with the rules made there under, are annexed to this report as Annexure - 2, which also includes the statement showing names of top ten employees in terms of remuneration drawn under Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
None of the employees of the Company are in receipt of remuneration exceeding the limits prescribed under the Act, read with the rules framed there under and the schedules appended thereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 sub-section (3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 are annexed to this report as Annexure - 3.
INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
Your Company does not have any of the unclaimed dividend or shares which is due to be transferred to the Investor Education and Protection Fund.
DETAILS OF NODAL OFFICER
Your Company had appointed Ms. Madhu Gupta, Company Secretary & Compliance Officer of the Company as the Nodal Officer in accordance with the provisions of the Act and the Listing Regulations in the Board Meeting dated 02nd March, 2026, for the purpose of communication with the IEPF Authority. 2024, approved their appointment for a term of five consecutive years, to hold office till the conclusion of the 10th Annual General Meeting of the Company to be held in the year 2029, subject to the provisions of the Act. The remuneration payable to the Statutory Auditors is determined by the Board of Directors in consultation with the auditors, together with applicable taxes and reimbursement of out-of-pocket expenses incurred in connection with the audit.
Statutory Audit
M/s. LB Jha & Co. LLP, Chartered Accountants (Firm Registration No. 301088E/E300295), the Statutory Auditor of the Company have conducted the Statutory Audit for the financial year 2025-26. The Independent Auditors Report for the financial year ended 31st March, 2026 forms part of this Annual Report.
The Company is pleased to inform that there is no qualification/reservation/adverse remark made by the Statutory Auditors in their audit report.
Secretarial Auditors
The Board of Directors had appointed Mrs. Prachi Bhartia (formerly Ms. Prachi Todi), Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2026 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure - 4.
The Secretarial Auditor has made certain observations in the Secretarial Audit Report, inter alia, relating to:
non-disclosure of Gupta Infrastructure (India) Private Limited as a material subsidiary under Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015; signing of the Boards Report uploaded to the Stock Exchange by only one Director instead of two Directors as approved by the Board; certain disclosures relating to awards/agreements not being made in the prescribed format under the applicable SEBI Circular; and non-disclosure/intimation to the Stock Exchange in respect of a corporate guarantee provided to M/s. RDB Anekant LLP.
The Board has taken note of the above observations. Necessary corrective measures have been initiated and appropriate systems and processes have been strengthened to ensure strict compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws in future.
Further, the Company has filed the Annual Secretarial Compliance Report for the year ended 31st March, 2026 issued by the secretarial auditor with BSE Limited on 30th May, 2026.
Further, pursuant to the provisions of Regulation 24A of the Listing Regulations, Raj Construction Projects Private Limited, RDB Jaipur Infrastructure Private Limited, Gupta Infrastructure (India) Private Limited and S.D. Infrastructure and Real Estate Private Limited are Material Subsidiaries of the Company in terms of Regulation 16(1)(c) of the Listing Regulations. The Secretarial Audit Reports submitted by the Secretarial Auditor of Raj Construction Projects Private Limited, RDB Jaipur Infrastructure Private Limited, Gupta Infrastructure (India) Private Limited and S.D. Infrastructure and Real Estate Private Limited has been given in Annexure - 5 which are annexed hereto and forms part of Directors Report.
Internal Auditors
Pursuant to Section 138(1) of the Act, M/s Garg Narender & Co., Chartered Accountants had been appointed as the Internal Auditor of the Company for the financial year 2025-26 to conduct the Internal Audit of the Company. The Internal Auditor reports to the Audit Committee of the Board and the report of Internal Audit is also placed at the Meetings of the Audit Committee for review.
No frauds were reported by auditors under sub-section (12) of Section 143 of the Act.
CEO AND CFO CERTIFICATION
The CEO/CFO certificate on the financial statements of the Company as required under Regulation 17(8) of the Listing Regulations is annexed to the Corporate Governance Report which is annexed to this Report as Annexure - 1.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Schedule V of the Listing Regulations is presented in a separate section and is annexed to this report as Annexure - 6.
STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL STANDARDS
The Directors of the Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
HUMAN RESOURCES
The Company believes in adopting the best human resource practices by providing its employees a congenial and harmonious working environment with all the necessary infrastructures and by giving them equal opportunities to rise and grow. The Company continues to implement the best human resource policies to ensure talent retention at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year under review.
HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
The Company is committed to protect the health and safety of everyone involved in its operation and the sustainability of the environment in which it operates. The Companys policy requires the conduct of operations in such a manner so as to ensure safety of all concerned environmental regulations and prevention of misuse of natural resources. The Company has been complying with relevant and applicable environmental laws and has been taking all necessary measures to protect the environment and maximize workers protection and safety.
Annual Return
In accordance with Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https://rdbrealty.com/other-information/
OTHER DISCLOSURES
Change in Nature of Business
There has been no change in the nature of business of the Company during the financial year ended 31st March, 2026.
Material Changes and Commitments after the Balance Sheet date between the end of the Financial Year 2025-26 and the date of this Report
There were no Material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31st March, 2026 and date of this Report i.e., 30th May, 2026.
Public Deposits
During the year under review, the Company has not accepted Deposits falling within the meaning of Section 73 of Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
Cost Audit
The provisions of Section 148 of the Act, pertaining to conduct cost audit and maintenance of cost records are not applicable to the Company.
Others
i. During the year under review, no application has been made or any
proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.
ii. During the year under review, there were no instance of one-time settlement with banks
or financial institutions and hence the differences in valuation as enumerated under Rule
8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.
iii. During the year under review, the Company has complied with the provisions of the
Maternity Benefit Act, 1961, as amended from time to time.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted cooperation, commitment and contribution made by all the employees and look forward to their continued support.
For and on behalf of the Board |
Pradeep Kumar Pugalia Whole Time Director DIN: 00501351 |
Neera Chakravarty Whole Time Director DIN: 09096844 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
