RDB Real Estate Construction Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their Seventh Annual Report on the business and operations of your Company ("the Company") together with the Audited Financial Statements for the year ended 31st March, 2025.

FINANCIAL SUMMARY

A summary of Standalone and Consolidated Financial Results of the Company for the year ended 31st March, 2025 is given below:

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Total Income	2,631.79	2,775.80	9,715.99	5,075.17
Less: Expenses	1,478.37	1,034.80	5,923.40	784.73
Profit before Interest and Depreciation	1,153.42	1,741.00	3,792.59	4,290.44
Less: a) Interest	917.12	1,559.62	2872.70	1874.51
b) Depreciation & Amortisation	9.56	8.36	565.72	600.68
Profit before taxation	226.74	173.02	354.17	1,815.25
Less: Provisions for current tax and deferred tax	65.47	48.31	142.72	22.61
Profit	161.27	124.71	211.45	1,792.64
Add: Other Comprehensive Income	8.95	20.84	8.95	20.84
Add: Share of Profit/(Loss) in Associates	-	-	-27.48	-
Less: Minority Adjustment	-	-	5.75	95.41
Profit After Tax after minority adjustments	170.22	145.55	187.17	1,718.07
Add: Transfers	-	-	12.46	-
Add: Balance brought forward from last year	5,523.90	5,378.35	12199.41	10481.34
Balance available for appropriations	5,694.12	5,523.90	12404.79	12199.41
Less:	-	-	-	-
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	5,694.12	5,523.90	12404.79	12199.41

AFFAIRS

During the year under review, the Company has executed and handed over possession of Residential/Commercial projects covering an area of around 48,451 square feet. Presently, the Company has four on-going projects, at various stages of planning and development. These include housing projects, integrated townships, shopping malls and commercial complexes.

During the period under review, the Company focused on improving productivity, reducing costs and utilized its cash flows most effectively.

The Company has posted a net profit of Rs 161.27 Lakhs for the year ended 31st March, 2025 against a net profit of Rs 124.71 Lakhs in the previous year. Total Revenue stands at Rs. 2631.79 Lakhs for the year ended 31st March, 2025 and Rs. 2775.80 Lakhs for the year ended 31st March, 2024. The consolidated net profit of the Company is Rs. 187.17 net profit of Rs. 1718.07 Lakhs in the previous year. Consolidated Revenue stands at Rs. 9715.99 Lakhs for the year ended 31st March, 2025 and Rs. 5075.17 Lakhs for the year ended 31st March, 2024.

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 2024-25. The Company does not propose to transfer any amount to its Reserves.

SHARE CAPITAL

During the year under review, the authorised share capital of the Company was increased in two stages to support its strategic growth and funding requirements. Initially, the authorised share capital was increased from 32.50 lakh (Rupees Thirty-Two Lakh Fifty Thousand only) to

19 crore (Rupees Nineteen Crore only), following the approval of the shareholders through a resolution passed in accordance with the provisions of the Companies Act, 2013 on 23rd July, 2024. Subsequently, the authorised share capital was further increased from 19 crore to 38 crore (Rupees Thirty-Eight Crore only), again on 29th March, 2025 with the requisite approval of the shareholders. These increases were aimed at enhancing the Companys financial flexibility and enabling it to raise additional capital for future business expansion and operational needs.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company together with its Subsidiaries and Associate Company is involved in Construction Activities and is also providing rental services. As on March 31, 2025, the Company has Seven Subsidiary Companies, Four Limited Liability Partnership as a subsidiary, One Limited Liability Partnership as an associates, One Associate Company and 1 Subsidiary of a wholly owned subsidiary. The details of the Subsidiaries and the Associates Company forms 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 Companies Act, 2013 (hereinafter referred to as "the Act"), read with the rules framed thereunder, the Listing Regulations and the Indian Accounting Standards, 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. Further, as per 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:

1. In the preparation of annual accounts, the prescribed accounting standards have been followed and there are no material departures from the same;

2. The accounting preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards policies have been selected and applied consistently and the judgments and estimates made 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;

3. Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

5. The internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and are operating effectively; and

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

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. Pradeep Kumar Pugalia (DIN:00501351) 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, the following appointments and reappointments were made:

1. Appointment of Independent Directors:

Mr. Ashok Kumar Jain (DIN: 09560734), Mr. Samprati Kamdar (DIN: 09615765), Mr. Sharad Kumar Bachhawat (DIN: 05161130), and Mr. Abhay Doshi (DIN: 06428170) were appointed as Additional Directors (Non-Executive Independent Directors) of the Company with effect from 01st July, 2024. Subsequently, their appointments were regularized by the shareholders in the Annual General Meeting held on 27th December, 2024, for a term of five consecutive years, i.e., from 01st July, 2024 to 30th June, 2029.

2. Appointment of Whole-time Director – Mr. Pradeep Kumar Pugalia:

Mr. Pradeep Kumar Pugalia (DIN: 00501351) was Appointed as Whole-time Director of the Company for a period of two years, effective from 02nd August, 2024, to 01st August, 2026. The shareholders approved his reappointment in the Annual General Meeting held on 27th December, 2024.

3. Appointment of Whole-time Director – Mrs. Neera Chakravarty:

Mrs. Neera Chakravarty was appointed as an Additional Director (Whole-time Director) of the Company pursuant to the provisions of Sections 196, 197, 198 and other applicable provisions of the Companies Act, 2013, read with Schedule V and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Her appointment was based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors. The shareholders subsequently regularized her appointment for a period of five years with effect from 01st February, 2025, in the ExtraOrdinary General Meeting held on 29th March, 2025.

Resignation of Director

During the year under review, Mrs. Kusum Devi Dugar (DIN: 00559322) resigned from the position of Non-Executive Independent Director of the Company with effect from the closure of business hours on 14th February, 2025. The Board places on record its sincere appreciation for her valuable contributions and guidance during her tenure.

Changes in Key Managerial Personnel (KMP)

During the year, the following changes occurred in the Whole-time Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section 203 of the Companies Act, 2013:

1. Mr. Pradeep Kumar Pugalia (DIN: 00501351) was redesignated from Non-Executive Director to Whole-time Director of the Company with effect from 02^nd August, 2024, for a period of two years.

2. Mr. Bidyut Dey was appointed as the Chief Financial Officer (CFO) of the Company with effect from 02^nd August, 2024.

3. Mr. Aman Sisodia was appointed as the Company Secretary & Compliance Officer with effect from 07th September, 2024. He resigned from the said post with effect from the closure of business hours on 31st January, 2025. The Board acknowledges his contributions and wishes him success in his future endeavors.

4. Mrs. Neera Chakravarty was appointed as an Additional Director (Whole-time Director) and was subsequently regularized as a Whole-time Director by the shareholders in the Extra-Ordinary General Meeting held on 29th March, 2025, for a term of five years effective from 01st February, 2025.

5. Ms. Surabhi Kumari Gupta was appointed as the Company Secretary & Compliance Officer of the Company with effect from 01st February, 2025.

(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.

(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 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/RDB-Real-Estate-Familiarization-of-Independent-Director.pdf (d) MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board of Directors met eighteen (18) times in compliance with the provisions of the Companies Act, 2013 and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. The meetings were held on the following dates: 26th April, 2024; 24th May, 2024; 10th June, 2024; 01st July, 2024; 12th July, 2024; 02nd August, 2024; 12th August, 2024; 30th August, 2024; 31st August, 2024; 07th September, 2024; 12th September, 2024; 04th October, 2024; 14th November, 2024; 18th December, 2024; 31st January, 2025; 11th February, 2025; 14th February, 2025; and 03rd March, 2025. The interval between any two consecutive meetings was within the period prescribed under the Companies Act, 2013. 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.

Further, in the separate meeting of Independent Directors which was held on 03rd March, 2025 during the year, 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.

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 operating convenience, the Board of Directors of the Company, at its Meeting held on 14^th February, 2025 has formed a Committee of Directors pursuant to the provisions of Section 179 of the Act. The composition, terms of reference and details of the Meetings of Committee of Directors has been furnished in the Corporate Governance Report which forms part of this Annual Report.

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 reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

During the year under review, the provisions relating to the formulation and implementation of a Risk Management Policy under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, 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 preview of section 135 of the Act.

POLICY ON PREVENTION OF INSIDER TRADING

The Company has adopted a "Code of Practice & Procedure for Fair Disclosure" 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/RDB-Real-Estate-Code-of-Practice-and-Procedure-for-Fair-Disclosure-of-UPSI.pdf

VIGIL MECHANISM

Pursuant to the provisions of the Act and the Listing Regulations, the Company has formulated a Vigilance Mechanism/Whistle Blower Policy to provide a mechanism for Directors and Employees of the Company to report genuine concerns. The Whistle Blowers may 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 Chairman of Audit Committee. The Whistle Blower 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-Vigil-Mechanism-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. 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-AT-WORKPLACE.pdf

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE/SECURITY GIVEN IN CONNECTION WITH LOANS UNDER SECTION 186 OF THE ACT

During the financial year 2024-25, the loans given, guarantee/security provided in connection with loans taken by the Company have been exempted 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 were applicable to the Company, and are detailed in Note No 3 of the Financial Statements which forms part of this Annual Report. Further for future reference, it may be noted that the investments/ acquisitions made by the Company providing infrastructural facilities has also been exempted from the applicability of Section 186 of the Act, vide MCA notification dated 7th May, 2018.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year 2024-25 with related parties were in the ordinary course of business and at arms length basis and in compliance with the applicable provisions of the Act and the Listing Regulations. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions. Accordingly, the disclosure required under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 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-Related-Party-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 2024 25, the Honble National Company Law Tribunal, Kolkata Bench, vide its Order dated 21st May 2024, sanctioned the Scheme of Arrangement for the demerger of the Realty Undertaking of RDB Infrastructure and Power Limited (formerly known as RDB Realty & Infrastructure Limited) into RDB Real Estate Constructions Limited.

Pursuant to the said Order, the Realty Undertaking of the RDB Group has been transferred to and is now being managed by RDB Real Estate Constructions Limited. This development marks a significant milestone in the Companys growth trajectory and has a consequential impact on its operations, financials, and future outlook.

The demerger enhances the Companys business focus and operational autonomy in the real estate segment. It also affects the assessment of the Company as a going concern, considering the expanded scale and scope of operations resulting from the acquisition of the Realty Undertaking. The management is taking all necessary steps to integrate the new business effectively and ensure continuity and stability in operations.

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 is 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

The Company has appointed Ms. Surabhi Kumari 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 03rd March, 2025, for the purpose of communication with the IEPF Authority.

AUDIT AND AUDITORS Statutory Auditors

During the year under review, M/s Vineet Kehtan & Associates, Chartered Accountants (Firm Registration No. 324428E), tendered their resignation as the Statutory Auditors of the Company, resulting in a casual vacancy in the office of auditors. In accordance with the provisions of Section 139(8) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, at its meeting held on 07th September, 2024,

Chartered Accountants (Firm Registration No. 301088E), to fill the said vacancy. The shareholders subsequently approved the appointment of M/s L B Jha & Co. as the Statutory Auditors of the Company at the Extraordinary General Meeting held on 01st October, 2024. The remuneration payable to the auditors for conducting the statutory audit for the period ended 30th September, 2024 and 31st March, 2025 was fixed by the Board of Directors in consultation with the auditors, along with applicable taxes and reimbursement of out-of-pocket expenses incurred during the audit. In the Annual General Meeting dated 27th December, 2024, they were re-appointed for the a period of 5 years till the 10th Annual General Meeting to be held in 2029.

Statutory Audit

M/s. LB Jha & Co., Chartered Accountants (Firm Registration No. 301088E), the Statutory Auditor of the Company have conducted the Statutory Audit for the financial year 2024-25. The Independent Auditors Report for the financial year ended 31st March, 2025 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 have appointed Ms. Prachi Todi, a Practicing Company Secretary to carry out the Secretarial Audit under the provisions of Section 204 of the Act read with Regulation 24A of the Listing Regulations. The report from the secretarial auditor in Form MR-3 for the financial year 2024-25 does not contain any qualification, reservation or adverse remarks. The secretarial audit report is enclosed as Annexure 4 to this report. During the year under review, the Secretarial Auditor did not report any matter under Section 143(12) of the Act necessitating disclosure in the Boards Report.

Further, the Company has filed the Annual Secretarial Compliance Report for the year ended 31st March, 2025 issued by the secretarial auditor with BSE Limited on 29^th May, 2025.

Further, pursuant to the provisions of Regulation 24A of the Listing Regulations, Raj Construction Projects Private Limited and RDB Jaipur Infrastructure Private Limited are Material Subsidiary 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 and RDB Jaipur Infrastructure 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 2024-25 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, if any

There has been no change in the nature of business of the Company during the financial year ended 31st March, 2025.

Material Changes and Commitments after the Balance Sheet date between the end of the Financial Year 2024-25 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, 2025 and date of this Report i.e., 29th May, 2025.

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

Cost Audit is not applicable to the Company as per the provisions of Section 148 of the Act.

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.

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.

	Sd/-
Place: Kolkata	Pradeep Kumar Pugalia
Date: 29th May, 2025	Whole-time Director