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Rudrabhishek Enterprises Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 131.62 Cr. P/BV 0.86 Book Value (Rs.) 84.36
52 Week High/Low (Rs.) 238/65 FV/ML 10/3000 P/E(X) 9.73
Bookclosure 24/09/2025 EPS (Rs.) 7.47 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting the 33rd Annual Report on the affairs of the Company together with the Audited Financial
Statements for the financial year ended 31st March, 2025 ("year under review").

1) FINANCIAL RESULTS/SUMMARY

The Financials Results of the Company for the year April 01,2024 to March 31,2025 are given below:

PARTICULARS

2024-25

2023-24

Standalone

Consolidated

Standalone

Consolidated

Revenue from Operations

9700.51

10796.53

9198.74

10058.24

Other Income

131.33

128.75

151.37

159.14

Total Revenue

9831.86

10925.28

9350.11

10217.38

Less: Expenses

7902.02

8958.34

7579.21

8321.67

Profit before Exceptional, Extraordinary Items & Taxation

1929.84

1966.93

1770.90

1895.71

Extraordinary Items

-

-

-

-

Profit Before Tax

1929.84

1966.93

1770.90

1895.71

Less: Current tax

557.55

592.87

486.45

515.00

Less: Tax of Earlier year

3.76

2.38

9.34

10.38

Deferred Tax (Liability)

46.49

23.80

17.83

14.26

Profit (Loss) for the year

1329.55

1353.09

1311.62

1405.35

The financial statements for the year ended 31st March 2025
have been prepared in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of
the Companies Act, 2013, as amended ("the Act") read with
the Companies (Indian Accounting Standards) Rules, 2015.

2) PERFORMANCE REVIEW AND STATE OF COMPANY AFFAIRS

Your Company is primarily engaged in the business of providing
all kind of consultancy services related with infrastructure,
environment, urban designing, urban housing planning,
GIS, BIM & Project Management, civil designing, construction
management including civil, mechanical, electrical, and all
other types of erection, commissioning projects, project
trading and execution of projects on turnkey basis and carry
out engineering, procurement and construction contracts and
turnkey contracts including at design services for all types of
building, infrastructure and urban development projects for
private and government agencies. The Company also provides
End to End Consultancy including Marketing and Strategic
Advisory Services to its Clients in India and outside India.

For F.Y 2024-25, your company recorded a consolidated
revenue of INR 10925.28 Lac as compared to INR 10217.38
Lacs in the previous year and standalone revenue of INR
9831.86 Lac as compared to INR 9350.11 Lacs in the previous
year, which in terms of growth is 7.44% and 05.44% at
consolidated and standalone levels respectively, over previous
year.

The Company is in the midst of expansion and your Directors
are of a strong belief that future plans of the Company will
improve and will enhance the present position of growth rate
of the Company.

3) SHARE CAPITAL OF THE COMPANY

As on 01st April, 2024, the Authorised Share Capital of the
Company was Rs. 20,00,00,000/- (Rupees Twenty Crores only)
divided into 200,00,000 (Two Crores) Equity Shares of Rs. 10/-
(Ten) each and the Paid-up Share Capital of the Company was
Rs. 17,34, 25,000/- (Rupees Seventeen Crores Thirty four lakhs
Twenty five thousand only only) divided into 173,42,500 (One
Crore Seventy three lakhs forty two thousand five hundred
only) Equity Shares of Rs. 10/- (Ten)each.

During the year the Company has increased its Authorised
Share Capital from Rs. 20,00,00,000/- (Rupees Twenty Crores
only) divided into 200,00,000 (Two Crores) Equity Shares of Rs.
10/- (Ten) each to Rs. Rs. 30,00,00,000/- (Rupees Thirty Crores
only) divided into 300,00,000 (Three Crores) Equity Shares of
Rs. 10/- (Ten) each .

The Company has allotted 7,80,000 Convertible Warrants
("warrants''),each carrying a right to subscribe to one ordinary
share per warrant at a price of Rs. 225 per Warrant ( "warrant
price'') aggregating to Rs. 17.55 crores on a preferential basis
to promoter, Promoter group and Public shareholder. The
Paid-up Share Capital of the Company increased from Rs.
17,34, 25,000/- (Rupees Seventeen Crores Thirty four lakhs
Twenty five thousand only) divided into 173,42,500 (One
Crore Seventy three lakhs forty two thousand five hundred
only) Equity Shares of Rs. 10/- (Ten)each to Rs. 18,12,25,000/-
(Rupees Eighteen Crores Twelve Twenty five thousand only)
divided into 1,81,22,500 (One Crore Eighty One lakhs Twenty
Two Thousand five hundred only) Equity Shares of Rs. 10/-
(Ten) each.

4) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE
COMPANY/ AND AUDITED FINANCIAL STATEMENTS OF
THE COMPANY

changes from the end of financial year to date of the board
report.

11) PUBLIC DEPOSITS

During the year under review, your Company has neither
accepted any deposit nor there were any amounts outstanding
at the beginning of the year which were classified as Deposits
as per the provisions of Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules,
2014.

Further, there were no remaining unclaimed deposits as on
31st March, 2025.

12) ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations. In
this regard, the Board has also adopted such policies and
procedures including Internal Control System for ensuring
orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial disclosures. The Company's
business processes have a strong monitoring and reporting
process resulting in financial discipline and accountability.

13) COMPOSITION OF BOARD OF DIRECTORS & KEY
MANAGERIAL PERSONNEL (KMP) AND CHANGES AMONG
THEM DURING THE YEAR UNDER REVIEW

Directors:

As on 31st March, 2025, following were on the Board of the
Company:

S. No.

Name of Director(s)

DIN

Designation

1.

Mr. Pradeep Misra

01386739

Chairman & Managing Director

2.

Ms. Richa Misra

00405282

Whole-time Director

3.

Mr. Prajjwal Misra

08494018

Non-Executive Director

4.

Mr. Vinod Tiku

01717666

Independent Director

5.

Mr. Tarun jain

07940978

Independent Director

6.

Mr. Himanshu Garg

08010105

Independent Director

7.

Ms. Shikha Mehra Chwla

10559271

Independent Director

In accordance with Section 129(3) of the Companies Act, 2013,
we have prepared the consolidated financial statements of
the Company, which form part of this Annual Report. Further,
a statement containing the salient features of the financial
statements of our subsidiaries in the prescribed format
AOC-1 is appended as "Annexure-1" to the Board's report.
The statement also provides details of the performance and
financial position of the subsidiaries. Company has four (04)
wholly owned Subsidiary Companies as on March 31,2025.

Cin

Name of Companies

Relationship

% of
Holding

U72900DL2012PTC245563

RUDRABHISHEK
INFOSYSTEM PRIVATE
LIMITED

WHOLLY

OWNED

SUBSIDIARY

100

U74200DL2011PTC212735

RUDRABHISHEK
ARCHITECTS AND
DESIGNERS PRIVATE
LIMITED

WHOLLY

OWNED

SUBSIDIARY

100

U71100DL2023PTC423317

RUDRABHISHEK GEO
ENGINEERING PRIVATE
LIMITED

WHOLLY

OWNED

SUBSIDIARY

100%

U71100DL2024PTC438372

RUDRABHISHEK TECHNO
CONSULTANCY PRIVATE
LIMITED

WHOLLY

OWNED

SUBSIDIARY

100%

5) TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire
amount of profit for the financial year 2024-25.

6) DIVIDEND

In order to conserve the resources of the Company your Board
has not recommended any dividend for the year ended 2024¬
25 under review and has transferred the entire amount of
profit to General Reserves.

7) LISTING ON STOCK EXCHNAGE

The Company is listed on National Stock Exchange of India
Limited. The listing fee for the financial year 2025-26 has been
paid to the concerned Stock Exchange.

8) REGISTRAR AND TRANSFER AGENT OF THE COMPANY

M/s Skyline Financial Services Private Limited having its office
at D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New
Delhi-110020 was appointed as Registrar and share transfer
agent for the financial year 2024-25.

9) WEBSITE OF COMPANY:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015 the Company has maintained
a functional website namely "www.repl.global" containing
basic information about the Company. The website of the
Company is containing information like Policies, Shareholding
Pattern, Financial and information of the designated officials of
the Company who are responsible for assisting and handling
investor grievances for the benefit of all stakeholders of the
Company etc.

10) CHANGE IN THE NATURE OF BUSINESS & MATERIAL
CHANGES BETWEEN THE END OF FINANCIAL YEAR AND
DATE OF THE BOARD REPORT

There were no change in the nature of business & material

In accordance with the provisions of Act and the Articles of
Association of the Company Pradeep Misra, Executive Director
(DIN:01386739) is liable to retire by rotation and this AGM and
is eligible for re-appointment.

Key Managerial Personnel:

In terms of Section 203 of the Companies Act, 2013, Mr. Manoj
Kumar is Chief Financial Officer and Mr. Rahas Bihari Panda is
a Company Secretary & Compliance Officer of the Company.

14) REPL EMPLOYEES STOCK OPTION SCHEME-202

Pursuant to the approval of Members at the EGM held on
March 21, 2021, the Company adopted REPL ESOP Scheme
2021, in order to retain and incentivize key talent, for driv¬
ing long term objectives of the Company and ensuring that
employee payoffs match the long gestation period of certain
key initiatives whilst simultaneously fostering ownership be¬
havior and collaboration amongst employees. The REPL ESOP
Scheme 2021 was implemented for grant of not exceeding

5,20,275 Stock Options in aggregate to entitle the grantees
to acquire, in one or more tranches, not exceeding 5,20,275
Ordinary Shares in the Company.

During the FY 2023-24, the Company has granted 56,650 stock
options out of total of 5,20,275 on 26th April 2023.

Out of the said 56,650 stock options so granted, 56,650 stock
options have been vested and not exercised as on date the
report.

Further during the period under review stock options granted
lapsed due to non exercise.

15) NUMBER OF MEETINGS OF THE BOARD

During the year 2024-25, the Board of Directors met 07 times.
The details of the number of meetings of the Board of Directors
held during FY 2024-25 have been provided in detailed in the
Corporate Governance Section of the Annual Report

The Company has complied with the Secretarial Standards
issued by the Institute of Company Secretaries of India on
Board Meetings and General Meeting.

16) GENERAL MEETING OF COMPANY

32nd Annual General Meeting (AGM) of Company for F.Y 2023¬
24 was held on 26th September 2024.

For further details please refer to the Corporate Governance
Report, which forms part of the Annual Report.

17) COMMITTEES OF THE BOARD

Currently the Company has Five Committee: Audit Committee,
Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility
Committee, Independent Directors Committee.

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

17) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's commitment to create significant and
sustainable societal value is manifest in its Corporate Social
Responsibility (CSR) initiatives and its sustainability priorities
are deeply intertwined with its business imperatives. The
Company's focus areas are concentrated on education. In
accordance with Section 135 of the Act, as amended read with
Notification issued by the Ministry of Corporate Affairs ('MCA')
dated 22nd January, 2021 and the rules made thereunder, the
Company has formulated a Corporate Social Responsibility
Policy, a brief outline of which, along with the required
disclosures, is given in "
Annexure-2", which is annexed hereto
and forms a part of the Board's Report.

The Company has set up the Pradeep Richa Educare
Foundation to carry out CSR activities. During the year 2024¬
25, the Company has undertaken the CSR initiatives in the
fields of promoting education. The CSR activities fall within
the purview of Schedule VII of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

The detail of the CSR Policy is also posted on the Company's
website and may be accessed at the link: https://www.repl.
global/csr/.

18) ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administra¬
tion) Rules, 2014, (as amended), a copy of the Annual Return in
the prescribed format is available at https://www.repl.global/
wp-content/uploads/2025/07/Annual-Return-2024-25.pdf

19) REMUNERATION OF DIRECTOR

The details of remuneration paid to Executive Directors of
the Company during the financial year 2024-25 is provided
in MGT-7 which can be accessed at https://www.repl.global/
wp-content/uploads/2025/07/Annual-Return-2024-25.pdf

20) AUDITORS

A. STATUTORY AUDITORS

The Company has appointed M/S Doogar & Associates
(Firm Registration No. 000561N), Chartered Accountants
as Statutory Auditor of the company from the conclusion
of 28th (Twenty-eight) Annual General Meeting of the
Company till the conclusion of the 33rd (Thirty-three)
Annual General Meeting of the company

The Report given by M/s. Doogar & Associates, Chartered
Accountants on the financial statement of the Company
for the year 2024-25 is part of the Annual Report. The
Notes on financial statement referred to in the Auditors'
Report are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer.
During the year under review, the Auditors had not
reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under
Section 134 (3)(ca) of the Act.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed M/s Pradeep Debnath
&Company, a firm of Company Secretaries in Practice, to
conduct Secretarial Audit of the Company. The Secretarial
Audit Report is self-explanatory and do not call for any
further comments. The Secretarial Audit Report does not
contain any qualification, reservation, adverse remark or
disclaimer. During the year under review, the Secretarial
Auditors had not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3)(ca) of the Act.

During the Financial Year, your Company has complied
with applicable Secretarial Standards i.e. SS-1 and SS-
2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.

The Report of the Secretarial Audit in Form MR-3 for
the financial year ended March 31, 2025 is enclosed as
Annexure- 3 to this Report.

C. INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the
Companies Act, 2013 and Rules framed there under, your
Company has appointed M/s. Sanjeev Neeru & Associ¬
ates, Chartered Accountants, as the Internal Auditors of
the Company for Financial year 2024-25 and takes their

suggestions and recommendations to improve and
strengthen the internal control systems.

21) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial
Standards in the Financial Year 2024-25.

22) DISCLOSURE OF FRAUDS AGAINST THE COMPANY

In terms of the provisions of section 134(3)(ca) of the
Companies Act, 2013, there were no fraud committed against
the Company which are reportable frauds under Section 141
of Companies Act, 2013 given by the Auditors to the Central
Government as well as non-reportable frauds during the year
2024-25.

23) CORPORATE GOVERNANCE REPORT, MANAGEMENT
DISCUSSION & ANALYSIS AND OTHER INFORMATION
REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015

Statutory compliances evidencing the standards expected
from a listed entity have been duly observed and a Report
on Corporate Governance as well as the Certificate from
Secretarial Auditors confirming compliance with the
requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Integrated
Annual Report.

However, Management Discussion and Analysis Report
and CEO/CFO certificate as required under Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Regulations) is attached
and form part of the Annual Report.

24) DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules
made there under, the Company has three Independent
Directors in line with the Companies Act, 2013. The terms
and conditions of appointment of Independent Directors
and Code for Independent Director are incorporated on the
website of the Company at www.repl.global. The Company
has received necessary declaration from each independent
director under Section 149 (7) of the Companies Act, 2013 that
they meet the criteria of independence laid down in Section
149 (6) of the Companies Act, 2013.

25) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read
with the Rules issued there under and the Listing Regulations
(including any statutory modification(s) or re-enactment(s)
for the time being in force), the process for evaluation of the
annual performance of the Directors/Board/ Committees
was carried out and the same was based on questionnaire
and feedback from all the Directors on the Board as a whole,
Committees and on self-evaluation basis.

Directors, who were designated, held separate discussions
with each of the Directors of the Company and obtained their
feedback on overall Board effectiveness as well as each of the
other Directors.

Based on the questionnaire and feedback, the performance of
every director was evaluated in the meeting of the Nomination
and Remuneration Committee (NRC).

A separate meeting of the independent directors ("Annual

Independent Directors meeting") was convened, which
reviewed the performance of the Board (as a whole), the Non¬
Independent directors and the Chairman. After convening the
Annual Independent director meeting, the collective feedback
of each of the Independent Directors was discussed by the
Chairman of the NRC with the Board's Chairman covering
performance of the Board as a whole; performance of the
non-independent directors and performance of the Board
Chairman.

26) NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for Determining,
Qualifications, Positive Attributes and Independence of a
Director and also a Policy for remuneration of Directors, Key
managerial Personnel and senior management. The details
of criteria laid down and the Remuneration Policy is available
on the company's website at http://www.repl.global/investor-
zone/policies/
.

27) RISK MANAGEMENT POLICY

The Company has laid down the procedures to inform
Board Members about risk assessment and minimization
procedures. The Board of Directors of the Company has also
framed risk management policy which is adopted across all
the departments of the Company in an inclusive manner.

The aim of this policy is not to eliminate risks, rather to manage
the risks involved in the Company activities to maximize
opportunities and minimize adversity by considering the
following:-

Ý Identification of risk, define ownership with clearly
defined roles and responsibilities;

Ý Balance between the cost of managing risk and the
anticipated benefits;

Ý Contributing to more efficient use/allocation of capital
and resources;

Ý To encourage and promote an pro-active approach
towards risk management;

Ý Identifying any unmitigated risks and formulating action
plans for its treatment through regular review.

28) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE &
GUARANTEES GIVEN

Complete details of loan(s) given, investment(s) made &
Guarantees given are provided in the financial statement.

29) PARTULARS OF CONTRACTS OR ARRANGEMENTS RELATED
PARTIES

All Related Party Transactions that were entered into during
the financial year were on an arm's length basis and were in
the ordinary course of business. Hence, the provisions of
Section 188 of the Act are not attracted. Thus, disclosure in
Form AOC-2 is not required. Further, there are no materially
significant Related Party Transactions during the year under
review 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.

All Related Party Transactions are placed before the Audit
Committee for approval.

The Policy on Related Party Transactions duly approved by the
Board of Directors of the Company is posted on the Company's
website and may be accessed at the link: (http://www.repl.
global/investor-zone/policies/).

30) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND(IEPF)

Members may please note that as per the provisions of Sections
124 & 125 of the Companies Act, 2013 read with Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, dividends that remain
unclaimed for a period of seven years from the date of transfer
to the Unpaid Dividend Account shall be transferred to the
Investor Education & Protection Fund.

Details of unclaimed dividends and the due dates on which
those are liable to be transferred to the Investor Education &
Protection Fund are given below:

c) that Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in ac¬
cordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for prevent¬
ing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared
on a going concern basis;

e) that the Company had laid down proper internal finan¬
cial controls to be followed by the Company and that
such internal financial controls were adequate and were
operating effectively; and

f) that proper system has been devised to ensure compli¬
ance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

Year of
Dividend

No. of shareholders who
have not unclaimed

Unclaimed Amount
(Rs.)

Date of
Declaration

Date of Transfer to
unpaid account

Last date to
transfer to IEPF

2017-18

8

Rs. 15000

28.09.2018

29.10.2018

28.10.2025

2018-19

8

Rs. 16500

26.09.2019

29.10.2019

28.10.2026

2019-20

2

Rs. 1500

28.09.2020

29.10.2020

28.10.2027

2020-21

68

Rs.10950.60

29.09.2021

29.10.2021

28.10.2028

2021-22

Dividend Not Declared

2022-23

Dividend Not Declared

2023-24

Dividend Not Declared

2024-25

Dividend Not Declared

31) INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider
Trading) Regulations, 1992 read with SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended from time to
time, the code of conduct for prevention of insider trading and
the Code for Corporate Disclosures ("Code"), as approved by
the Board from time to time, are in force by the Company.

32) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS OR TRIBUNALS

During the period under review, there were no significant
and material orders passed by the Regulators, Courts or
Tribunals impacting the going concern status and Company's
operations in future.

33) DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013
the Board of Directors of the Company to the best of our
knowledge and belief and according to the information and
explanations obtained by us, we Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act,
2013 state that:

a) that in the preparation of the annual accounts, the appli¬
cable accounting standards have been followed and that
no material departure were made for the same;

b) that Directors 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 the period ended on March 31,2025;

34) COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE
OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER
SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES
ACT, 2013

The Company upon recommendation of Nomination &
Remuneration Committee has framed a policy for selection and
appointment of Directors including determining qualifications
and independence of a Director, Key Managerial Personnel,
Senior Management Personnel and their remuneration as
part of its charter and other matters provided under Section
178(3) of the Companies Act, 2013. The policy covering these
requirements available on website of the company under the
heading investor zone at www.repl.global.

35) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARN¬
ING AND OUTGO

In view of the nature of activities being carried out by the
Company, the disclosure concerning energy conservation
measures, technology absorption and Research &
Development efforts are not applicable to the Company.

Further during the year under review, Company has no For¬
eign exchange earnings and outgo.

36) HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RE¬
LATIONS

The Company believes that the development of employees is
one of the most important enablers for an organization. This
is being done at both individual and team levels. Sustained
development of its employees, both professional and personal,

is the hallmark of human resource policies. The Company value its Human Resources and is committed to ensure employee satisfaction,
development and growth.

The Company is working towards developing a culture of nurturing leaders, encouraging creativity and openness. Cordial industrial
relations and improvements in productivity were maintained at all of the Company's Offices during the year under review.

37) PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014
in respect of employees of the Company.

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year
2024-25:

Sr. No.

Name of Director

Designation

Ratio to Median Remuneration

1.

Mr. Pradeep Misra

Chairman & Managing Director

36:1

2.

Mrs. Richa Misra

Whole-time Director

15:1

3.

Mr. Prajjwal Misra

Director

NA

4.

Mr. Himanshu Garg

Independent Director

NA

5.

Mr. Tarun Jain

Independent Director

NA

6.

Mr. Vinod Tiku

Independent Director

NA

7.

Ms. Shikha Mehra Chawla

Indepenent Director

NA

Median Salary (Annual) of employees for the Financial Year 2024-25 is Rs.2,31,489/-.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or
Manager, if any, in the financial year 2024-25:

Sr. No.

Name of Director

Designation

% Increase in remuneration

1.

Mr. Pradeep Misra

Chairman & Managing Director

0%

2.

Mrs. Richa Misra

Whole-time Director

0%

3.

Mr. Prajjwal Misra

Director

0%

4.

Mr. Himanshu Garg

Independent Director

0%

5.

Mr. Tarun Jain

Independent Director

0%

6.

Mr. Vinod Tiku

Independent Director

0%

7.

Ms. Shikha Mehra Chwla

Independent Director

0%

8.

Mr. Rahas Bihari Panda

Company Secretary& Compliance Officer

15%

9.

Mr. Manoi Kumar

Chief Financial Officer

0%

c. The percentage increase in the median remuneration of employees in the financial year 2024-25 is -0.7%.

d. The number of permanent employees on the rolls of company as on 31st March, 2025 are 122

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel in 2024-25 is 4%.

f. The Company hereby affirms that the remuneration is as per the remuneration policy of the Company

The Company's remuneration policy is driven by the success and performance of the individual employees and the Company.
Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff.
The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay
is determined by business performance and the performance of the individuals measured through the annual appraisal process.
The Company affirms remuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules,
2014 in respect of employees of the Company, is as follows:-

A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2024-25 are as:

S.

No

Name of
Employee

Date of
Joining

Gross Remu¬
neration
(in Rs.)-PA

Qualification

Age (in
years)

Experi¬
ence (in
years)

Last

Employment

Designation

1

Pranay Kumar

03/04/2023

8680497

B.Tech-1988, MBA-2010

57

35 Years

Mott MacDonald

Executive Director

2

Anil Kumar
Pandey

27/09/2023

4045942

B.Tech(Civil)/Diploma
(PMP Certified)-2015

57

30 Years

Spectrum@ Metro
Private Limited

Project-Director

3

Prabhakar

Kumar

13/07/2015

3970344

BA (Geography) MA
(Geography) M.Plan
(Regional)

46

14 Years

ICT Pvt Ltd

Assistant Vice
President-Planning

4

Abhinav

Niranjan

02/11/2015

3487608

PGD-Management

47

20 Years

Unicon financial
Intermediaries Pvt. Ltd.

AVP-Marketing &
Communications

5

Manoj Kumar

14/12/2015

3440258

M.Com, MBA-2007

50

29 Years

Earth Infrastructure
Ltd.

Chief Financial
Officer

6

Kunal Sawhney

01/05/2019

3017509

LLB-2009, LLM-2013

38

12 Years

Paarth Infra Build Pvt.
Ltd.

Sr. Manager- Legal

7

Nilesh Jain

09/10/2019

2973312

B.Com and ICWAI

37

16 Years

IM Capitals Ltd

Deputy General
Manager-Finance

8

Rahas Bihari
Panda

01/09/2023

2578873

Company Secretary-2008

47

17.5 Years

Indian technomac
company limited

Company Secretary

9

Vivek Anand

01/03/2024

2333508

B.Arch-2010

39

15.5 Years

Confluence
Consultancy Service

Senior Project
Manager

10

Dinesh Sharma

01/06/2019

2252496

B .Tech(Civil)

42

24 Years

IPE Global LTD.

DGM-Infrastructure

Services

B. Employee in the Company in receipt of NIL

remuneration for that year which, in the aggregate,

was not less than one crore and two lakh rupees

C. Employees in the Company who employed NIL

throughout the financial year or part thereof, was

in receipt of remuneration for any part of that year,
at a rate which, in the aggregate, was not less than
Eight lakh and fifty thousand rupees per month

D. Employee in the Company who employed NIL

throughout the financial year or part thereof,

was in receipt of remuneration in that year which,
in the aggregate, or the case may be at a rate
in aggregate, or as the case may be,in excess of
that drawn by the managing director or whole¬
time director or manager and holds by himself or
along with his spouse and dependent children, not
less than two percent of the equity shares of the
company.

38) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up
to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees)
are covered under this policy. However, no complaint was
received during the year under review.

39) KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31st March
2023, are provided in the Management Discussion and
Analysis Report given in
"Annexure - 4') which is annexed
hereto and forms a part of the Board's Report.

40) GREEN INITIATIVE

As a responsible corporate citizen, the Company supports
the 'Green Initiative' undertaken by the Ministry of Corporate
Affairs, Government of India, enabling electronic delivery of
documents including the Annual Report etc. to Shareholders
at their e-mail address previously registered with the DPs and
RTAs. To support the 'Green Initiative, Members who have not
registered their email addresses are requested to register the
same with the Company's Registrar and Share Transfer Agent/
Depositories for receiving all communications, including
Annual Report, Notices, Circulars, etc., from the Company
electronically. Pursuant to the MCA Circulars and SEBI Circulars,
copies of the Notice of the 33rd AGM and the Annual Report
of the Company for the financial year ended 31st March 2025
including therein the Audited Financial Statements for the
year 2024-25, are being sent only by email to the Members

41) ACKNOWLEDGEMENT

Your Directors wishes to place on record its thanks and
gratitude to the shareholders, dealers, customers, Central
and State Government Departments, Organizations, Agencies
and other business partners for their continued trust and
co-operation extended by them. Your Directors further takes
this opportunity to express its sincere appreciation for all the
efforts put in by the employees of the Company at all levels in
achieving the results and hope that they would continue their
sincere and dedicated endeavor towards attainment of better
working results during the current year.

For and on behalf of the Board
RUDRABHISHEK ENTERPRISESLIMITED

Pradeep Misra
(Chairman & Managing Director)
DIN: 01386739
Address: Sadhika Farm Mall Road
Place: Noida Behind Sec-D III, Vasant Kunj

Date : 07/08/2025 Park Lane New Delhi -110070


 
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