RDB Realty & Infrastructure Ltd Directors Report

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:

• Audit Committee;
• Nomination and Remuneration Committee;
• Stakeholders Relationship Committee;
• Corporate Social Responsibility Committee and
• Committee of Directors (discontinued after the September, 2024 quarter).

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.

• Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of your Company as on 31^st March, 2025:

• Mr. Rajeev Kumar, Chairperson & Whole Time Director;
• Mr. Raju Singh, Whole Time Director;
• Mr. Amit Kumar Goyal, Managing Director and Chief

Financial Officer; and

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

During the period under review, Mr. Priyarup Mukherjee resigned from the position of Company Secretary and Compliance Officer and Mr. Anil Kumar Apat resigned from the position of Chief Financial Officer with effect from 31^st December, 2024. Your Board places on record its appreciation towards their valuable contribution and guidance during their tenure.

Similarly, Mrs. Neera Chakravarty stepped down from the position of Whole Time and Woman Director with effect from 31st December, 2024. The Board expresses its gratitude for her dedicated service and valuable contributions to the Company.

Subsequently, Mr. Aman Sisodia was appointed as the Company Secretary and Compliance Officer with effect from 12^th February, 2025.

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.

The Board of Directors of your Company has put in place a robust Risk Management Policy. The primary objective of 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.

• Directors Appointment and Remuneration Policy and other details

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 3 forming part of this Report.

• 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.

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.

• 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.

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.

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 3 to this Report.

During the financial year 2024-25, 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.

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.

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.

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

• in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
• 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;
• 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;
• they have prepared the annual accounts on a going concern basis;
• they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

• In order to achieve focused growth and efficient management of its distinct business verticals, the Board of Directors of the Company proposed the demerger of its Realty Division, with the objective of transferring and vesting the same into its wholly owned subsidiary, M/s RDB Real Estate Constructions Limited ("Resulting Company").

Accordingly, the Board, at its Meeting held on 17^th December, 2022, approved a Scheme of Arrangement under Sections 230 to 232 of the Act, with the

Appointed Date being 1^st October, 2022. The Scheme provided for the transfer of the Realty Division of the Company to the Resulting Company. The Scheme was duly filed with the Honble National Company Law Tribunal (NCLT), Kolkata Bench, and was sanctioned by the NCLT vide its Order dated 21^st May, 2024. The certified copy of the NCLT Order was filed with the Registrar of Companies, Kolkata by the Company as well as the Resulting Company on 26^th July, 2024, thereby making the Scheme effective from that date.

• The Bombay Stock Exchange (BSE), vide its communication dated 30^th September, 2024, imposed a fine of Rs. 2,71,400 (Rupees Two Lakh Seventy-One Thousand Four Hundred only) on your Company for alleged non-submission of Consolidated Financial Results for the quarter ended June 2024 under Regulation 33 of SEBI Listing Regulations. Your Company submitted a clarification on 09^th October, 2024, stating that the said regulation was not applicable for the relevant period and requested for withdrawal of the fine. However, in order to ensure smooth operations and avoid any disruption, the fine amount was deposited on the same day. Subsequently, BSE vide its communication dated 11^th November, 2024, confirmed the withdrawal of fine, and upon the Companys request, the deposited amount was adjusted against the annual listing fee, as confirmed by BSE on 26^th April, 2025.
• Your Board of Directors, recognising significant growth opportunities in the Power Sector, was of the view that the said business could be conveniently and advantageously integrated with the Companys existing operations. In line with the strategic objective of expanding the Companys scope of activities and tapping into opportunities at both the domestic and global levels in the Power Sector, the Board proposed a change in the name of the Company from RDB Realty & Infrastructure Limited to RDB Infrastructure and Power Limited.

Pursuant to the necessary approvals, the name of the Company was officially changed to RDB Infrastructure and Power Limited, with effect from 4^th December, 2024, upon receipt of approval from the Registrar of Companies. Subsequently, the name was updated in the records of BSE Limited and the CSE Limited on 17^th March, 2025 and 21^st March, 2025, respectively.

• The Calcutta Stock Exchange (CSE), vide its communication dated 28th February, 2025 imposed a fine of Rs. 3,540/- (Rupees Three Thousand Five Hundred Forty) on your Company due to late uploading of SEBI LODR Compliances i.e., Statement of deviation(s) or variation(s) under Regulation

32 of SEBI Listing Regulations. However, the delay was attributable to an unforeseen technical glitch. Considering the circumstances, the CSE waived off 99% of the fine amount, thereby reducing the payable sum to Rs. 35.40 (Rupee Thirty-Five and Forty Paise only). The revised amount was duly remitted by your Company.

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

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

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 lesser 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.

During the period following the end of the financial year and up to the date of this Report, material changes have occurred which impact the financial position of the Company. Upon receipt of the balance 75% consideration from the respective warrant holders, the Company allotted a total of 2,53,00,000 (Two Crore Fifty-Three Lakh) equity shares of face value Re. 1/- (Rupee One only) each on a preferential basis to promoters and non-promoters. These 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.

Specifically, 2,48,00,000 equity shares were allotted on 6^th June, 2025 and an additional 5,00,000 equity shares were allotted on 25^th June, 2025. Applications for listing of these shares were submitted to BSE Limited and Calcutta Stock Exchange Limited on 20^th June, 2025, and 14^th July, 2025, respectively. As on the date of this Report, requisite approvals and actions from the stock exchanges in respect of the said listings are awaited.

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

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.

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

DIRECTORS REPORT (Contd.)

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, 2025 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.

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 Todi, Practicing Company Secretaries (Certificate of Practice No. 22964) to conduct the secretarial audit of the records and documents of the Company for the financial year 2024-25. The Secretarial Audit report issued by Secretarial Auditor in Form MR-3 is attached as Annexure 4 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.

Pursuant to the provisions of Section 138(1) of the Act, your Board of Directors had appointed M/s Garg Narender & Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2024-25. Subsequently, the firm tendered its resignation from the position of Internal Auditor with effect from 12th February, 2025.

Following this, your Board appointed M/s GARV & Associates, Chartered Accountants, as the Internal Auditor of the Company for the remaining period from 1^st January, 2025 to 31^st March, 2025.

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 andnecessary guidance. The internal audit process serves as an independent and objective evaluation of your Companys internal controls, risk management, and governance processes.

The Company is taking the adequate measures to maintain the cost records as per Section 148 of the Companies Act, 2013.

There have been no instances of fraud reported by the Statutory Auditor, Secretarial Auditor or Internal Auditor, to the Audit Committee under Section 143(12) of the Act.

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.

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.

Mr. Rajeev Kumar, Chairperson & Whole Time Director and Mr. Amit Kumar Goyal, Managing Director & 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 2B.

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 5.

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.

The Board of Directors of your Company had designated Mr. Priyarup Mukherjee, Company Secretary and Compliance Officer, as the Nodal Officer, and Mr. Anil Kumar Apat, Chief Financial Officer, as the Deputy Nodal Officer for communication with the Investor Education and Protection Fund (IEPF) Authority. Following their resignation from the Company, your Board, at its meeting held on 12^th February, 2025, appointed Mr. Amit Kumar Goyal, Managing Director and Chief Financial Officer, as the new Nodal Officer.

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.

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 acrossall 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.

Your Directors expresses 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.