Your Directors are pleased to present the 31st (Thirty First) Annual Report together with Audited Annual Financial Statements of the Company
for the financial year ended March 31st 2026.

FINANCIAL HIGHLIGHTS (Amount in Rs. in Lakhs)

The financial statements for the year ended 31.03.2026 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified
under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

FINANCIAL PERFORMANCE

During the year under review your Company has achieved revenue of
Rs. 11775.42 lakhs as against Rs. 14837.00 lakhs in the previous year.
PBIDT increase to Rs. 4696.27 lakhs as compared to Rs. 3,722.80 lakhs in
the previous year. PAT for the year under review was Rs. 3396.19 lakhs
which is almost 0.09% higher than that of previous year's PAT of Rs.
2647.12 lakhs.

DIVIDEND AND RESERVES

In order to conserve existing resources and to meet the investment
needs of the Company, your Directors do not recommend any dividend
for the financial year 2025-26.

The Company does not propose to transfer any amount to its Reserves.
STATE OF COMPANY'S AFFAIR AND CURRENT YEAR'S OUTLOOK

The state of Company's affair and future outlook is discussed in the
Management Discussion & Analysis Report which forms part of this
Annual Report.

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, 2026.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF
THE FINANCIAL YEAR 2025-26 AND THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position
of your Company have occurred between the end of the financial year

i.e. 31st March, 2026 and date of this Report i.e. 27th May, 2026.

SHARE CAPITAL

The Present Authorized Capital of the Company is Rs.18,00,00,000
divided into 18,000,000 equity shares of Rs. 10/- each. There has been
no change in the authorized and paid up capital of the Company during
the year under purview. Further, the Company has not issued shares
with differential voting rights nor has granted any stock options or
sweat equity shares. As on March 31, 2026, none of the Directors of the
Company hold instruments convertible into equity shares of the
Company.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the
Company has established connectivity with both the depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL). In view of the numerous advantages
offered by the Depository system, members are requested to avail the
facility of dematerialization of shares with either of the Depositories as
aforesaid. As on 31st March, 2026, 90.74% of the share capital stands
dematerialized.

BOARD OF DIRECTORS

DIRECTORS AND KEY MANAGERIAL PERSONNEL(S)

The Board of Directors comprises distinguished professionals of proven
integrity and competence, who provide strategic direction, guidance
and leadership to the Company. As on March 31, 2026, the Board of
Directors of the Company comprised of six Directors with an optimum
balance of Executive and Non-Executive Directors, including One

Women Director. Of these, four Directors were Non-Executive
Directors, three of whom were Independent Directors.

• Declaration by Independent Director(s)

All the Independent Directors have furnished the requisite
declarations that they meet the independence criteria as laid down
under section 149(6) of the Companies Act, 2013 read with the rules
made there under and Regulation 16 of the SEBI (LODR) Regulation,
2015 and the Board has taken on record the declaration given by the
Independent Directors after undertaking due assessment of the
veracity of the same. Further there has been no change in the
circumstances affecting their status as Independent Directors of the
Company.

In addition to the provisions of Regulation 16(1)(b) of the Listing
Regulations, they also confirms that they are not aware of any
circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without
any external influence and that they are independent of the
management. The Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule IV to the Act
and the Code of Conduct for directors and senior management
personnel, if any, formulated by the company.

• Familiarization Programme undertaken for Independent
Directors

In terms of Regulation 25 (7) of the SEBI (LODR) Regulations, 2015, your
Company is required to conduct Familiarization Programme for
Independent Directors (IDs) to familiarize them about your Company
including nature of Industry in which your company operates, business
model, responsibilities of the IDs etc. During the year, the Company has
organized familiarization programme for the Independent directors.
The Independent Directors are familiarized with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, etc. The details of the familiarization
program of Independent directors are available on the Company's
website under the weblink http://www.rdbrasayans.com/investor-
relations-codes-and-policies.

• Executive Directors

Mr. Shanti Lal Baid (DIN: 00056776) and Mr. Sandeep Baid (DIN:
00557018) were appointed as the Managing Director and Whole
Time Director of the Company respectively for a period of 5 years
w.e.f. 1stApril, 2024. There appointment was approved by the
shareholders through postal ballot on 17th June, 2024.

None of the Directors of the Company are disqualified for being
appointed as Directors, as specified in section 164(2) of the
Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

• Non-executive Directors

Mrs. Pragya Baid, Mr. Priyam Sen, Mr. Ashok Kumar Jain and Mrs.
Riya Jain are non-executive Directors of the Company.

The Board had appointed Mrs. Riya Jain as Additional non-executive
Independent Director W.e.f. 26th June, 2025 pursuant to the
recommendation of the Nomination & Remuneration Committee.
The appointment of Mrs. Riya Jain as Independent Director was
approved by the shareholders at the 30th Annual General Meeting
of the Company held on 16th September, 2025.

• Retirement by Rotation

As per the provisions of section 152(6)© of the Companies Act,
2013, Mrs. Pragya Baid retires by rotation at the ensuing Annual
General Meeting, and being eligible, offers herself for re¬
appointment. In view of her considerable experience and
contribution to the Company, your Directors recommend her re¬
appointment as Director.

• Women Director

Mrs. Pragya Baid (DIN: 06622497) continues as the Woman Director
on the Company's Board in conformity with the requirements of
Section 149(1) of the Companies Act, 2013 and Regulation 17 of the
SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 (hereinafter referred to as SEBI (LODR)
Regulations, 2015).

• Key Managerial Personnel

During the year under review, there has been no change in the Key
Managerial Personnel of the Company.

Pursuant to Section 203 of the Companies Act, 2013 the Key
Managerial Personnel of the Company are Mr. Shanti Lal Baid,
Managing Director, Mr. Sandeep Baid, Whole-time Director and
Chief Financial Officer and Mrs. Shradha Dalmia, Company
Secretary.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors regularly meets to discuss and decide on various
matters. During the year under review, 6(Six) Board meetings were
convened and held on 26th May, 2025, 23rd June, 2025, 26th June, 2025,
14th August, 2025, 14th November, 2025, and 10th February, 2026, the
details of which are given in the Corporate Governance Report.

The intervening gap between any two meetings was not more than 120
days.

MEETING OF INDEPENDENT DIRECTORS

A Meeting of Independent Directors of the Company was held on 10th
February, 2026. The Independent Directors at their meeting assessed
the quality, quantity and timeliness of flow of information between the
Company management and the Board of Directors of the Company.
Also, the performance of the non-independent directors and the Board
as a whole was reviewed.

BOARD EVALUATION

Pursuant to the requirement of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015,
performances of each member of the Board / Committees of Board are
evaluated on an annual basis. The evaluation is done by the Board, the
Nomination and Remuneration Committee and the Independent
Directors with specific focus on the performance and effective
functioning of the Board / Committees and individual Directors, the
member under evaluation not being present in evaluation process. A
structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.

The evaluation criteria for the Directors are broadly based on:

• Leadership & stewardship abilities

• Contributing to clearly define corporate objectives & plans

• Communication of expectations & concerns clearly with
subordinates

• Obtain adequate, relevant & timely information from external

sources

• Review & approve achievement of strategic and operational plans,
objectives, budgets

• Regular monitoring of corporate results against projections

• Identify, monitor & mitigate significant corporate risks

• Assess policies, structures & procedures

• Review management's succession plan

• Effective meetings

• Assuring appropriate board size, composition, independence,
structure

• Clearly defining roles & monitoring activities of committees

• Review of corporation's ethical conduct

The Directors expressed their satisfaction over the evaluation process
and results thereof.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION
OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT PERSONNEL

The Board on the recommendation of the Nomination & Remuneration
Committee has framed a policy for selection/ appointment/ remuneration
of Directors, Key Managerial Personnel and Senior Management. The
remuneration policy of the Company aims to attract, retain and motivate
qualified people at the Executive and Board levels. The remuneration policy
seeks to employ people who not only fulfill the eligibility criteria but also
have the attributes needed to fit into the corporate culture of the
Company. The Company's 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 Companies Act, 2013 is furnished in
Annexure D and forms part of this Report.

COMMITTEES OF BOARD

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The details of all the above committees along with composition, terms
of reference, number and dates of meeting held, attendance at
meetings are provided in the report on Corporate Governance forming
part of the Annual Report. There has been no instance where the Board
has not accepted the recommendations of the Audit Committee.
DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of section 134(3)© 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 the annual accounts for the year ended 31st
March, 2026, the applicable accounting standards have been
followed and there are no material departures from the same;

2. The accounting 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 ended 31st March,
2026 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.

HUMAN RESOURCES

The employees of our Company are the core resource and the
Company has continuously endeavored to strengthen its employer-
employee relation at all levels and value proposition. The Company is
constantly working on providing the best working environment to its
human resources with a view to inculcate leadership, autonomy,
competence and dedication among its employees. Your Company shall
always place all necessary emphasis on continuous development of its
human resources. The Company had 87 permanent employees on its
rolls as on 31st March, 2026.

Disclosures pertaining to remuneration and other details are required
under section 197(12) of the Act, read with rules made thereunder, are
annexed to this report as Annexure-B.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has adequate internal control procedures
commensurate with its size and nature of business. The policies and
procedures adopted by the Company ensures the orderly and efficient
conduct of business and adherence to Company's policies, prevention
and detection of frauds and errors, accuracy and completeness of
accounting records and timely preparation of reliable financial
information. The adequacy of internal control systems are reviewed by
the Audit Committee of the Board in its periodical meetings. Internal
Audit is conducted periodically by Chartered Accountant who verify
and report on the efficiency and effectiveness of internal controls.
Necessary certification by the Statutory Auditors in relation to Internal
Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of
the Audit Report.

FRAUDS REPORTED BY THE AUDITORS

No frauds have been reported by Statutory Auditor, Internal auditor or
Secretarial Auditor during the year under review.

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any subsidiary/ joint venture/ associate
companies.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public
within the meaning of Chapter V of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014, during the year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year
were on an arm's length basis and were in the ordinary course of
business and in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Further,
material significant related party transactions i.e. loan given to
companies having common promoters for the F.Y. 2025-26 were
approved by the shareholders at the Extra ordinary General Meeting of
the Company held on 27th March 2025Further there were no
transaction during the year under review 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. 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 your
Company. As required under the SEBI (LODR) Regulations, 2015,
related party transactions are placed before the Audit Committee for
approval. Wherever required, prior approval of the Audit Committee
is obtained on an omnibus basis for continuous transactions and the
corresponding actual transactions become a subject of review at
subsequent Audit Committee Meetings. The details of related party
transactions are disclosed and set out in the Financial Statements
forming part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website and may be accessed at the
weblink http://www.rdbrasayans.com/investor-relations-codes-and-
CORPORATE SOCIALRESPONSIBILITY

Pursuant to the requirement under section 135 of the Companies Act,
2013 and Rules made thereunder a Report on CSR activities and
initiatives taken during the year in the prescribed format is given in
Annexure E, which is annexed hereto and forms part of the Directors'
Report. The policy is available on the website of the Company at the
weblink: http://www.rdbrasayans.com/investor-relations-codes-
and-policies.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

DETAILS OF UTILIZATION OF IPO PROCEEDS

The information relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo as per section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, is annexed herewith as Annexure
C, which forms part of the Report.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management
Policy which identify, evaluate business risks and opportunities. The
details of the same are covered in the Management Discussion and
Analysis Report forming part of the Board's Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY
The Company has adopted a Whistle Blower Policy for Directors and
Employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct. The
policy provides for adequate safeguards against victimization of
Directors and employees who avail of the mechanism and also provided
for direct access to the Chairman of the Audit Committee. The Vigil
Mechanism (Whistle Blower Policy) is available at the Company's website
at weblink http://www.rdbrasayans.com/investor-relations-codes-
and-policies

During the year, no case was reported under this policy and no
personnel have been denied access to the Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by the
Regulators or Courts or Tribunals during the year impacting the
going concern status and the operations of the Company in future.

No penalties or strictures were imposed by SEBI, Stock Exchanges or
any statutory authority on matters relating to Capital Markets during
the last three years.

AUDIT & AUDITORS

• STATUTORY AUDITORS

At the Twenty-Eighth Annual General Meeting held on 11th
September, 2023 the members approved appointment of L.B 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 28th (Twenty-Eight) AGM till
the conclusion of 33rd (Thirty-third) AGM.

STATUTORY AUDITORS' REPORT

The report given by the auditors on the financial statements of the
Company is part of the Annual Report. There is no qualification,
reservation or adverse remark made by the statutory auditors in
their report nor have they reported any instances of fraud under
Section 143 (12) of the Companies, Act, 2013.

• SECRETARIAL AUDITORS

During the year under review, the members approved the
appointment of Mrs. Mausami Sengupta, Practicing Company
Secretary as the Secretarial Auditor of the Company to hold office
for a term of five consecutive years up to FY 2030. The Report of the
Secretarial Audit is annexed herewith as Annexure-A. The secretarial
auditor has not given any qualification, reservations or adverse
remarks in her report.

• COST AUDIT

As per the Companies (Cost Records & Audit) Amendment Rules,
2014 the Company is not covered under the applicability of the
Rules, hence, there is no requirement to maintain Cost Records in
applicable formats and also get the records audited from a Cost
Auditors.

• INTERNAL AUDITORS

Pursuant to Section 138(1) of the Act M/s Garg Narender & Co.,
Chartered Accountants has been appointed as the Internal Auditor
of your Company to conduct the internal audit of your Company.
The Internal Auditor reports to the Audit Committee of the Board of
your Company and the report of internal audit is also placed at the
meetings of the audit committee for review.

STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL
STANDARDS

The Directors of your 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. The Company
has complied with applicable Secretarial Standards issued by Institute of
Company Secretaries of India.

ANNUAL RETURN

A copy of the annual return for the year 2025-26 is placed on the website of
the company at the web link http://www.rdbrasayans.com/copy-of-
annual-report-1.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE
2016(IBC) DURING THE YEAR ALONG WITH THE STATUS AT THE
END OF THE YEAR

The Company has not made or received any application under the IBC
during the Financial Year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION
DONE AT TIME OF ONE TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM BANKS/FI (S) ALONG WITH
REASONS

The Company has not made any one time settlement with the Banks
during the period under review.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is compliant with the applicable provisions of the
Maternity Benefit Act, 1961 and has policies, systems and processes in
place to ensure ongoing compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND
CORPORATEGOVERNANCE REPORT

The Company is committed to maintain the highest standards of
corporate governance and adhere to the corporate governance
requirements as stated in Regulations. The Company has complied with
the Corporate Governance Code as stipulated under the SEBI Listing
Regulations with the Stock Exchanges. The report on Management
Discussion & Analysis Report and Corporate Governance as stipulated
under Schedule V, Part B and Part C of the SEBI (LODR) Regulations, 2015
forms an integral part of this Report and is attached as Annexure-G.

CORPORATE GOVERNANCE CERTIFICATE

In compliance with the provisions of Regulation 34 of the SEBI (LODR)
Regulations, 2015 read with Schedule V of the said Regulations, the
Corporate Governance Certificates issued by the Practicing Company
Secretary Mrs. Mausami Sengupta regarding compliance with the
conditions of Corporate Governance as stipulated is annexed to this
Report as Annexure-H.

CHIEF EXECUTIVE OFFICER (CEO) /CHIEF FINANCIAL OFFICER
(CFO) CERTIFICATION

The CEO/CFO certification as required under Regulation 17(8) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 has been submitted to the Board and forms part of the Annual
Report and is annexed as Annexure-I.

HEALTH, ENVIRONMENT AND SAFETY

Employees of the Company are the most valuable assets and their
robust health and safety is one of the top priorities of the organization.
The Company has committed to maintaining highest standard of
safety, health environment protection and is complying with all
applicable statutory requirements. Your Company is committed to

provide a safe and secure environment to its women employees across
the organization.

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

The Company is committed to create a safe and healthy working
environment that enables the employees to work without fear or
prejudice, gender bias and sexual harassment at workplace.

Accordingly in accordance with the provision of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, your Company has formulated and adopted a Policy for
Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace. The company has complied with the provision relating to

the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the year under review, no complaints were received under the
provisions of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Board is grateful for continuous patronage of the valued customers
of your Company. Your Directors wish to take the opportunity to thank
the Central Government, State Governments, Financial Institutions and
Banks, dealers and Customers, shareholders and to all others who are
continuing their support and assistance to the Company. Further your
Directors express their deep sense of appreciation towards all the
employees and staff of the company for their unstinted support and trust.

For and on behalf of the Board of Directors
Sd/-

Place: Kolkata Shanti Lal Baid

Date: 27th May, 2026 Chairman & Managing Director

DIN:00056776