Rodium Realty Ltd Directors Report

The Summarized position of these results are given below: (Rs. in Lakhs)

During the financial year 2024-25, the Company has on a standalone basis, earned total revenue of Rs. 1326.35 Lakhs as against Rs. 2382.95 Lakhs during the previous financial year. The Company reported the Profit before Tax of Rs. 308.63 Lakhs during the current financial year as against Rs. 39.30 Lakhs Profit before tax during the previous financial year. The Company reported the Net Profit of Rs. 278.04 Lakhs during the current financial year as compared to Net Profit of Rs. 19.29 Lakhs during the previous financial year.

During the financial year 2024-2025, the Company has on a consolidated basis, earned the total revenue of Rs. 6264.75 Lakhs as against Rs. 4892.77 Lakhs during the previous financial year. The Company reported the Profit before tax of Rs. 592.05 Lakhs as against Rs. 347.93 Lakhs Profit before tax during the previous financial year. The Company reported the Net Profit of Rs. 344.07 Lakhs during the current financial year as compared to Net Profit of Rs. 132.14 Lakhs during the previous financial year.

Your Company continues to be actively engaged in the Construction and Real Estate sector. The year under review marked a period of steady progress and improved profitability, primarily driven by the near completion of ongoing projects and the consequent increase in sales revenues.

During the year, the Company successfully completed its flagship projects "Xenus Where Life Resides" and "Xline Smart, Serene, Spectacular", both of which have received their Occupation Certificates. In addition, operations commenced for another project, "Xone" in Kandivali, Mumbai, where part Occupation Certificate has been secured for the commercial units.

Looking ahead, the Company has in its pipeline an upcoming development, "X-Heights World of Delight", also located in Kandivali. The project is currently in the regulatory clearance stage, and operations are expected to commence upon receipt of the necessary approvals. Further details of this project are provided in the section titled Management Discussion and Analysis Report, forming an integral part of this Annual Report.

There is no change in the share capital during the current financial year. Your Company has two classes of shares, viz. Equity Shares and Preference Shares.

The Authorized Share Capital of the Company as at March 31, 2025 comprises of Rs.13,00,00,000/- (Rupees Thirteen Crores Only) consisting of the following: (a) 60,00,000 (Sixty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each amounting to Rs. 6,00,00,000/- (Rupees Six Crores Only) and (b) 70,00,000 (Seventy Lakhs) 6% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- (Rupees Ten Only) each amounting to Rs. 7,00,00,000/- (Rupees Seven Crores Only).

The Issued, Subscribed and Paid up Share Capital of the Company as at March 31, 2025 comprise of Rs. 10,24,79,000/- Crore, (Rupees Ten Crore Twenty-Four Lakh Seventy-Nine Thousand Only) divided into 32,47,900 (Thirty-Two Lakh Forty-Seven Thousand Nine Hundred) equity shares of Rs. 10/- each, fully paid up, and 70,00,000 (Seventy Lakh) 6% Non-Cumulative Optionally Convertible Preference Shares of Rs.10/- each, fully paid up. The Company had forfeited shares amounting to Rs. 4,85,400/- (Rupees Four Lakhs Eighty Five Thousand Four Hundred Only).

During the year, there was no public issue, rights issue, bonus issue or preferential issue etc.

The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options during the year under review.

The Company has not transferred any amounts to the reserves during the year under review.

In terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review, your Company has neither invited nor accepted any fixed deposits from the public.

The Board has not recommended any dividend for the financial year ended March 31, 2025.

The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Details of loans and guarantee given, Investments made and securities provided under Section 186 of the Companies Act, 2013 are given under the Notes to the financial statements.

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2025 and the date of this Report, other than those disclosed in this Report.

10) Material orders passed by the regulators/court/ tribunals impacting the going concern status and the Companies future operations:

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

11) Management Discussion and Analysis Report:

The Management Discussion and Analysis report has been separately annexed to the Annual Report and forms a part of the Annual Report.

12) Corporate Social Responsibility (CSR):

As per the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility ("CSR") is not applicable to your Company as it does not satisfy any criteria prescribed.

13) Auditors and their Reports:

Statutory Auditors

M/s. SCA and Associates, Chartered Accountants, who were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the 27^th Annual General Meeting of the Company held on September 30, 2020, their term will conclude at the ensuing 32^nd Annual General Meeting of the Company.

The Report given by the Auditors on the financial statement of the Company forms part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and notes to the Accounts wherever given are self-explanatory hence do not require any clarification by the Directors of the Company.

Pursuant to recommendation by Audit Committee, the Board of Directors recommended the appointment of M/s. M. M. Nissim & Co. LLP, (Firm Registration No. 107122W/W100672), as the Statutory Auditors of the Company to hold of ce for a term of ve consecutive years i.e. from nancial year 2025-26 to Financial year 2029-30.

Secretarial Auditors

As required under provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Kaushal Doshi, proprietor of M/s. Kaushal Doshi & Associates (CP No. 13143), Practicing Company Secretary, to act as Secretarial Auditor of the Company and to undertake Secretarial Audit of the Company.

The Secretarial Audit Report in Form MR-3 for the FY 2024-25 is annexed herewith as "Annexure A" and forms part of the Boards Report. The Secretarial Report doesnt contain any qualification, reservation or adverse remark, however the comments given by the Secretarial Auditor are mentioned in detail in the Report.

14) Secretarial Standards:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

15) Matters related to Directors and Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company, Mr. Rohit Dedhia (DIN: 02716686) Whole-Time Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his reappointment. The resolution for his reappointment is incorporated in the Notice of the ensuing Annual General Meeting, and the brief profile and other information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") relating to him forms part of the Notice of ensuing Annual General Meeting.

During the year under review, based upon the recommendation of Nomination and Remuneration Committee and subject to the approval of shareholders, Board has appointed Mr. Karan Rajendra Mehta (DIN: 10566820), Ms. Shachi Manish Shah (DIN: 10566841) and Mr. Dushyant Shyam Lilani (DIN: 06893481) as the Additional Directors in the capacity of Non-Executive, Independent Directors of the Company for the first term of five years commencing from 1st April, 2024.

Further at the Extra-Ordinary General Meeting held on June 28, 2024, Shareholders has appointed

Mr. Karan Rajendra Mehta (DIN: 10566820), Ms. Shachi Manish Shah (DIN: 10566841) and Mr. Dushyant Shyam Lilani (DIN: 06893481) as the Directors in the capacity of Non-Executive, Independent Directors of the Company for the first term of five years commencing from 1st April, 2024.

During the year under review, there have been no circumstances affecting their status as independent directors of the Company. No Director of the Company is disqualified under any law to act as a director.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Further, Ms. Jyoti Singh tendered her resignation with effect from November 05, 2024 and Ms. Riddhi Soni was appointed as the Company Secretary and Compliance Officer of the Company with effect from January 17, 2025.

During the year under review, the Board re-appointed Mr. Deepak Chheda, Mr. Harish Nisar and Mr. Rohit Dedhia as the Managing Director and Whole Time Directors of the Company respectively upon completion of their tenure. Further, their re-appointment was approved by the members of the Company by means of Postal Ballot by voting through electronic means.

Key Managerial Personnel: Mr. Deepak Chheda- Chairman & Managing Director, Mr. Harish Nisar-Whole-Time Director, Mr. Rohit Dedhia-Whole-Time Director, Mr. Rohan Chheda- Chief Financial Officer and Ms. Riddhi Soni-Company Secretary are the Key Managerial Personnel of the

Company in accordance with the provisions of Sections 2(51), 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Composition of Board of Directors and Key Managerial Personnel as on date of Board Report is as under:

16) Committees of the Board:

Currently, the Board has three Committees: The Audit Committee, The Nomination and Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Annual Report.

17) Disclosures given by the Directors:

The Company has received various disclosures from the Directors as specified below:

Form MBP-1: The Company received disclosure of interest from all its Directors pursuant to Section 184 of the Companies Act, 2013 and rules made thereunder in Form MBP-1.

Declaration under Section 164: The Company has received declaration from all the Directors informing that they are not disqualified from being appointed/ re-appointed or continuing as Directors pursuant to Section 164 of the Companies Act, 2013 and rules made thereunder.

Declaration by Independent Directors: The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 and rules made thereunder, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

18) Directors Responsibility Statement:

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. the Directors had 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 financial year and of the profit of the Company for the year ended on the date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual financial statements for the financial year ended March 31, 2025 have been prepared on a going concern basis;

v. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

19) Number of Meetings of Board:

During the Financial Year 2024-25, the Board met 8 (Eight) times i.e., (i) May 27, 2024 (ii) June 04, 2024 (iii) August 14, 2024 (iv) September 03, 2024 (v) November 14, 2024 (vi) January 17, 2025 (vii) February 01, 2025 and (viii) February 24, 2025. The maximum interval between any two board meetings did not exceed one hundred and twenty days.

As required under Section 134(3) of the Companies Act, 2013, and the rules framed thereunder, the composition and meetings of board of directors and other committee meetings were in line with the provisions of the Companies Act, 2013 and the Listing Regulations, details of which alongwith composition, number of meetings of all other Board Committees meeting held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, forming a part of this Annual Report.

20) Policy on Directors Appointment and Remuneration:

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website http://rodium.net/. There has been no change in the policy since the last financial year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

21) Annual Evaluation of Directors, Committee & Board:

The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairman of the Company was carried out by Independent Directors. Pursuant to the provisions of the Act, the Nomination & Remuneration Committee (NRC) specified the manner of effective evaluation of the performance of the Board, its Committees and individual Directors. Further, pursuant to Schedule IV of the Act and Regulation 17(10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the evaluation of Independent Directors was done by the Board of Directors, the directors who were subject to evaluation did not participate as prescribed under Regulation 17(10) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

22) Extract of Annual Return:

Pursuant to section 92(3) read with Sec 134 (3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on https://rodium.net/annual-return/

23) Corporate Governance:

As per the SEBI (Listing Obligations and Disclosures Requirements), 2015, introduced pursuant to SEBI Notification No. SEBI/LAD-NRO/GN/2015-16/013 dated September 2, 2015, which became effective from December 1, 2015 read with Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosures Requirements), 2015, Regulation 27(2)(a) is applicable to only those listed entities having paid-up Equity Share Capital exceeding Rs. 10 Crores and Net Worth exceeding Rs. 25 Crores. In light of the same the Company has informed BSE Limited regarding the non-applicability of Regulation 27(2)(a) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

Even though the provisions of corporate governance as entailed under the aforementioned SEBI Regulation is not applicable, your Company has voluntarily complied with some of the criteria specified in Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, to the extent possible.

A Report on Corporate Governance as per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Annual Report.

24) Vigil Mechanism/ Whistle Blower Policy:

Pursuant to Section 177 of the Companies Act, 2013 the Company has a Vigil Mechanism/Whistle Blower to deal with instance of fraud and mismanagement.

Under the Vigil Mechanism/Whistle Blower, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices.

The said Vigil Mechanism/Whistle Blower can be accessed at the following link: https://rodium.net/investors/codes and policies

25) Rodiums Code of Conduct for the Prevention of Insider Trading:

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website https://rodium.net/investors/codes and policies

26) Risk Management

The Company has in place a process to inform the Board about the risk assessment and minimization procedures. It has an appropriate risk management system in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Presently, Regulation 21 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with respect to Risk Management Committee is not applicable to your Company.

27) Particulars of Employees and Remuneration:

The ratio of remuneration of each director to the median employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of the Boards Report "Annexure B".

28) Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The number of complaints received during the year 2024-2025 and their status is given below:

29) No. of Employees in the Company as on the end of Financial year

30) Maternity Benefit to employees

The Company does not employ 10 or more persons, hence the provisions of Maternity Benefit Act, 1961 does not apply to your company.

31) Related Party Transactions:

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arms length and are placed before the Audit Committee and Board for review and approval.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as "Annexure C" to this Annual Report and forms part of the Directors Report.

32) Dematerialization:

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, 32,21,095 Equity Shares, constituting 99.18% of the Equity Shares of your Company, were held in dematerialized form.

33) Listing:

The Companys Equity Shares are presently listed with the BSE Limited under Security ID- RODIUM, Security Code 531822.

34) Subsidiary Companies/LLPs:

Your Company is a partner in the following Subsidiary LLPs as of March 31, 2025:

i. "Rodium Housing LLP" (LLP Identification Number: AAO-9257) ii. "Readystage LLP" (LLP Identification Number: AAI-7135) iii. "81 Estate LLP" (LLP Identification Number: AAJ-6447) iv. "Fluid Realty LLP" (LLP Identification Number: AAO-9376). v. "Xperia Realty LLP" (LLP Identification Number: AAO-9372) vi. "Rodium Digital Inc" (Wholly Owned Subsidiary of Rodium Realty Limited)

Pursuant to provisions of Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014 of the Act, a statement containing the salient features of the financial statements of the Companys subsidiary in Form AOC-1 is annexed herewith as "Annexure D".

Associate Companies: As of March 31, 2025, no company is an associate of the Company.

Except provided herein, no other company became or ceased to be a Subsidiary / Associate / Joint Venture company of the Company.

35) Consolidated Financial Statements:

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles The Consolidated Financial Statements have been prepared in accordance with Ind-AS and relevant provisions of the Act based on the financial statements received from subsidiaries LLPs.

The financial statements of Subsidiary LLPs as per the provisions of Companies Act, 2013 are not attached along with the financial statements of the Company. Separate audited financial statement of each of the subsidiaries is placed on the website of the Company at web link https://rodium.net/separate-audited-financial-statements-of-each-subsidiary-of-the-listed-entity-in-respect-of-a-relevant-financial-year/

In terms of Section 136 of the Companies Act, 2013 (‘the Act), the Financial statements and other documents of the Subsidiary Company are not required to be sent to the members of the Company.

However, the financial information of the Subsidiary Company is disclosed in the Annual Report wherever required. The Company will provide a copy of the Audited annual accounts in respect of its Subsidiary to any shareholder of the Company who requests for it and the said Audited annual accounts will also be kept open for inspection at the Registered Office of your Company.

36) Revision of Financial Statements or Boards Report:

There were no revisions of financial statements or Boards Report as per the provisions of Section 131 of Companies Act, 2013 and rules made thereunder.

37) Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

38) Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

39) Maintenance of Cost Records as Specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013:

The Provisions for the maintenance of cost records for any of the products/services of the Company under sub-section (1) of section 148 of the Act and rules made thereunder as prescribed by the Central Government of India is not applicable to your Company.

40) Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government:

No case of fraud was reported by the Companys Auditors during the year, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

41) Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy

There are no such particulars of the Company which are required to be given in terms of Section 134(3)(m) read with Rule 8(3) of Chapter IX Rules of the Companies Act, 2013 regarding conservation of energy.

B. Research and Development (R&D)

Expenditure on R & D for the year ended March 31, 2025 was NIL (previous year: NIL).

C. Technology absorption

There are no such particulars of the Company which are required to be given in terms of Section 134(3)(m) read with Rule 8(3) of Chapter IX Rules of the Companies Act, 2013 regarding technology absorption.

D. Foreign Exchange Earnings and Expenditures

Total foreign exchange earnings & outgo for the current F.Y. 2024-2025 and previous F.Y. 2023-2024 were NIL.

42) Business Responsibility and Sustainability Report: Presently, the requirement of publishing Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is not applicable to your Company.

43) Unclaimed and Unpaid Dividends, and transfer of shares to IEPF:

Members who have not yet received/claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agents of the Company.

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund in accordance with the procedure prescribed in the Rules.

Kindly refer section on Corporate Governance, under head "Transfer of unpaid/ unclaimed amounts to Investor Education and Protection Fund" for the list of unclaimed and unpaid dividends lying with the Company.

44) Insolvency Proceedings

There is no application made by the Company or any proceedings initiated against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) the during the year.

45) Valuation for One-time settlement

During the financial year 2024-25, no event has taken place that give rise to reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

46) Cautionary Statement:

Certain Statements in this Annual Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factor that could make a difference to the Companys operations include raw material availability and its prices, regulatory hurdles in project approvals, changes in Government regulations, introduction of new acts, tax structure, economic development of the country and other incidental factors.

47) Acknowledgements:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustees, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff.