Your Directors have pleasure in submitting their 99^th Annual Report together with the
Audited Statement of Accounts for the year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial results of the Company (Standalone) are summarized as under:

STATE OF COMPANY’S AFFAIRS

Your Directors are pleased to state that:-

1. The Company’s project known as RB-101 (Wing A) is under development in full
swing and likely to be completed during financial year 2025-26.

2. The Company is in process of launching RB-101 (Wing B) in near term

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
2024-25

There have been no material changes and commitments affecting the financial position
of the Company between the end of the financial year and date of the report.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year FY 2024-25.

DIVIDEND

To conserve the resources your directors do not recommend dividend on the equity
shares of the Company for the financial year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS

i. Industry Review, Developments and Outlook

India’s economy is projected to be the fastest-growing major economy despite global headwinds,
with a growth rate of 6.5%. This projection is supported by robust public spending and monetary
policy stimulus. The real estate sector is likely to continue its journey of long-term growth as we
see a continuous rise in GDP per capita, larger disposable incomes, growing urbanization and
most of all a larger focus of the world on us as the next big economy.

Pune's real estate market is poised for substantial growth, driven by infrastructural
advancements, economic expansion and likely to to see increasingly strong demand for
commercial real estate .

Your Company is focused on Commercial Real Estate, with particular focus on Office
and Retail Segment. The commercial and retail segment, saw strong demand coming
from both domestic and international businesses. Buoyed by the opportunities that the
Indian real estate market presents, your company aspires to achieve strong growth over
the next coming years.

ii. Opportunities and Threats
Opportunities:

As India awaits policy reforms to pick up speed, your Company firmly believes that the
demand for Real Estate in a country like India will remain strong in the medium to long
term.

Threats:

The real estate industry is subject to extensive regulations, and unanticipated delays in project
approvals, regulatory framework can negatively influence the sector's performance.

As the country's second-largest employment provider, the real estate sector relies significantly on
manual labour. Labour shortages and unavailability of accomplished and trained labour force
disrupting project completion schedules.

The Company’s growth is subject to market risks, volatility in interest rates and
increase in input cost, among other risks.

iii. Segment Wise Performance:

Your Company has only one segment i.e. Construction and Real Estate Development.
Revenue and expenses have been identified on the basis of accounting standard as
applicable and guidance note issued by Institute of Chartered Accountant of India for
this sector.

v. Risks and Concerns

Execution of projects depends on several factors which include labour availability, raw material
prices, receipt of approvals and regulatory clearances, access to utilities such as electricity and
water, weather conditions and the absence of contingencies such as litigation. Your Company
manages the adversities with cautious approach, meticulous planning and by engaging established
and reputed contractors.

The higher interest environment, and the uncertainty in reduction of interest rates, is a
negative for the industry, also input costs still remain elevated.

vi. Internal Control Systems and their Adequacy

The Company has a well-defined organization structure, documented policy guidelines,
predefined authority levels, and an extensive system of internal controls system. An
independent internal audit firm appointed by the Company conducts audits to ensure
adequacy of internal control systems, adherence to management policies and
compliance with the laws and regulations. The Audit Committee continues to regularly
review Financial Statement and Auditor’s report thereon.

vii. Financial Performance

During the year under review Company’s operational income is Rs.2,774.66 lakhs
(previous year 2,122.71 lakhs) and other income is Rs. 281.71 lakhs (previous year Rs.
178.63 lakhs). The Company has incurred a loss of Rs. 92.95 lakhs during the year
(previous year profit of Rs. 117.80 lakhs).

viii. Material development in Human Resources including number of people
employed.

Your Company firmly believes that success of a company comes from good Human
Resources. Employees are considered an important asset and key to its success. The
employee’s relation continued to be satisfactory.

As of March 31, 2025, we had 43 permanent employees, as compared to 35 as on
March 31, 2024.

? Mr. Nayankumar Mirani (DIN No.: 00045197) ceased to be Independent Director of the
company effective from 9^th February, 2025. The Board of Directors pursuant to the
provisions of Section 149, 152 and all other applicable provisions of the
Companies Act, 2013 (the Act) and the Companies (Appointment and
Qualification of Directors) Rules, 2014, including any statutory modification(s) or
re-enactment thereof from time to time, read with Articles of Association of the
Company and based on the recommendation of the Nomination and
Remuneration Committee appointed him as Non-Executive Non-Independent
Additional Director of the Company effect from 14^th February, 2025 as he is
eligible for appointment subject to approval of members at the ensuing Annual
General Meeting of the Company.

? Mr. Narayan V. Kamath (DIN 10913871) pursuant to the provisions of Sections 149,
150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the
Act) and the Rules framed thereunder, read with Schedule IV to the Act, based
on the recommendation of the Nomination and Remuneration Committee,
appointed him as an Additional Director of the Company by the Board with effect from
February 14, 2025 under section 161 of the Act, in the capacity of an Independent
Director with effect from February 14, 2025, who meets the criteria for
independence under Section 149(6) of the Act and Rules made thereunder, and
in respect of whom the Company has received a notice under Section 160 of the
Companies Act, 2013 signifying his candidature as an Independent Director of
the Company, be and is hereby appointed as an Independent Director of the
Company, not liable to retire by rotation, for a first term of five (5) consecutive
years effective from February 14, 2025. He holds office upto the date of the ensuing
AGM Company under Section 161 of the Act and he is eligible for appointment. He has
submitted a declaration that he meets the criteria of independence as provided in Section
149(6) of the Act.

? Mr. Umang Pittie (DIN: 05322022) was appointed by the Board of Directors at the Board meeting
held on 22^nd May, 2025 as an Additional Whole time Director designated as Executive Director
based on the recommendation of the Nomination and Remuneration Committee
and pursuant to the provisions of Sections 196, 197, 203 read with Schedule V
and all other applicable provisions of the Companies Act, 2013 (‘’the Act”) and
the Rules made thereunder and SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015 (including any statutory modification (s) or re¬
enactment (s) thereof for the time being in force), the Articles of Association of
the Company and subject to other consents required, if any, for a period of 3
(three) years with effect from May 22, 2025, subject to approval of shareholders
at the ensuing Annual General Meeting of the Company.

• Mr. Vaibhav Pittie (DIN: 07643342) was appointed by the Board of Directors at the Board meeting
held on 22^nd May, 2025 as an Additional Whole time Director designated as Executive Director
based on the recommendation of the Nomination and Remuneration Committee
and pursuant to the provisions of Sections 196, 197, 203 read with Schedule V
and all other applicable provisions of the Companies Act, 2013 (‘’the Act”) and
the Rules made thereunder and SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015 (including any statutory modification (s) or re¬
enactment (s) thereof for the time being in force), the Articles of Association of
the Company and subject to other consents required, if any, for a period of 3
(three) years with effect from May 22, 2025, subject to approval of shareholders
at the ensuing Annual General Meeting of the Company.

• Mr. Shridhar Pittie (DIN No.: 00562400), Chairman & Managing Director of the Company
retires by rotation in accordance with the provisions of Section 152 of the Companies Act,
2013 (Act) at the ensuing Annual General Meeting (AGM) and is eligible for re¬
appointment.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel
(KMP) of the Company:

• Mr. Shridhar Pittie- Chairman & Managing Director

• Mr. Sajjan Kumar Jhunjhunwala- Chief Financial Officer

• Mr. Akash Joshi- Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Mohan V. Tanksale (DIN: 02971181), Mr. Sandeep G. Gokhale (DIN: 00693885),
Mr. Narayan Vinayak Kamath (DIN: 10913871) and Mrs. Ranjana Kaul (DIN No.:
07122917) Independent directors of the Company had submitted declarations that
each of them meet the criteria of independence as provided in sub Section (6) of Section
149 of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations” and there has been no change in the circumstances which may affect their
status as Independent Director during the year. In the opinion of the Board, the
Independent Directors possess appropriate balance of skills, experience and knowledge,
as required. In terms of Regulation 25(8) of SEBI Listing Regulations, independent
directors have confirmed that they are not aware of any circumstance or situation
which exists or may be reasonably anticipated that could impair or impact their ability
to discharge their duties.

NUMBERS OF MEETINGS OF THE BOARD

During the year 2024-25, six board meetings were convened and held i.e on
28.05.2024, 07.08.2024, 30.09.2024, 14.11.2024, 28.12.2024 and 14.02.2025. The
maximum interval between the meetings did not exceed the period prescribed under
Companies Act, 2013. Details of attendance are attached and form part of the Annual
Report.

COMMITTEE OF BOARD OF DIRECTORS

The Committees of the Board have been constituted/ reconstituted in accordance with
the provisions of the Companies Act, 2013. Currently, the Board has the following
Committees:

Audit Committee, Nomination & Remuneration Committee and Stakeholder
Relationship Committee. The details pertaining to composition of meetings held during
the year and the attendance of directors in respect of the meetings of these Committees
are attached and form part of the Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a
mechanism (“Vigil Mechanism”) for employees including directors of the Company to
report genuine concerns. The provisions of this policy are in line with the provisions of
the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded
on the

Company’s website:- http://www.rajabahadur.com

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA
FOR INDEPENDENT DIRECTORS

The remuneration policy for directors and senior management and the criteria for
selection of candidates for appointment as directors, independent directors, senior
management as adopted by the Board of Directors are placed on the Company’s website
at (https://www.rajabahadur.com/coc.php). There has been no change in the policies
since the last fiscal year.

The Board of Directors affirm that the remuneration paid to the directors is as per the
terms laid out in the remuneration policy of the Company.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board’s own performance, Board Committees and
Individual Directors was carried out pursuant to the provisions of the Act in the
following manner:

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
audit committee has additional oversight in the area of financial risks and controls.
Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. More details on risk management are
covered in the Management Discussion and Analysis, forming a part of the Annual
Report.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and
explanation obtained, your Directors make the following statements in terms of Section
134(5) of the Companies Act, 2013:

i. that in the preparation of the annual accounts for year ended 31^st March, 2025, the
applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

ii. that such accounting policies have been selected 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 on
31^st March, 2025 and of the loss of the Company for the year ended on that date;

iii. that proper and sufficient care have 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. that the annual accounts have been prepared on a ‘going concern’ basis;

v. that proper internal financial controls were in place and that such internal financial
controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate system of internal financial controls over financial
reporting as required under the Act. Internal control systems comprising of policies and
procedures are designed to ensure sound management of your Company’s operations,
safekeeping of its assets, optimal utilization of resources, reliability of its financial
information and compliance. The Audit Committee of the Board reviews the internal
control systems with the Management, Internal Auditors and Statutory Auditors.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

Raja Bahadurs Realty Limited is wholly owned subsidiary of the Company is engaged in
the business of real estate and property development activities. The salient features of
the financial summary statement in Form AOC - 1 is enclosed as “Annexure - D.”

The Company does not have any Joint Ventures / Associates.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the
provisions of the Section 129 of the Act, read with the Companies (Accounts) Rules,
2014, applicable Indian Accounting Standards (IND-AS) and the provisions of the
Listing Regulations and forms part of the Annual Report.

DEPOSITS

During the year, the Company has not accepted any public deposits in terms of Section
73 of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule
12 of the Companies (Management and Administration) Rules, 2014 Annual Return of
the Company as at 31^st March, 2025 is uploaded on the website of the Company at
Web link: https://www.rajabahadur.com/coc.php.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Jain P.C. & Associates, Chartered
Accountants (FRN No. 126313W) were appointed as Statutory Auditors of the Company
for second term for a period of five years at the 96^th AGM held on 08.08.2022 to hold
office till the conclusion of the AGM to be held in the year 2027.

M/s. Jain P.C. & Associates, Statutory Auditors have confirmed that they are not
disqualified to act as Auditors and are eligible to hold office as Statutory Auditors of
your Company and they would continue to hold the office of Statutory Auditors for the
financial year 2024-25.

During the year under review, the statutory 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)(f) of the Act.

There were no qualification/ adverse remark/ observation of the statutory Auditors
relating to financial statement and they have given unmodified opinion report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicable provisions of the
Companies Act, 2013, Parikh & Associates, Practicing Company Secretaries Secretarial
Auditors have issued the Secretarial Auditors’ Report and their report is attached
hereto as “Annexure-A”.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of
all applicable secretarial standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively.

COST AUDITORS

The provisions of section 148 are not applicable to the Company for the year under
review and accordingly the maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is not
required.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given in “Annexure-B” to this Report.

Details of employees remuneration as required under provisions of Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are available on your Company’s
website at (https://www.rajabahadur.com/Dis.php).

RELATED PARTY TRANSACTIONS

The Board has framed a policy for related party transactions. Particulars of
transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule
8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same
forms part of this report as “Annexure-C”.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 (“the Act”) read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to
your Company.

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 The Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

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 and has not received any complaint of
sexual harassment during the financial year 2024-25.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2025-2026.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures
and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in
accordance with the requirements of the SEBI (Prohibition of Insider Trading)
Regulation, 2015 and is available on our website (www.rajabahadur.com)

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in
contravention of the provisions of the Section 186 of the Companies Act, 2013. The
details of the loans and guarantees given and investments made by the Company are
provided in the notes to the financial statements.

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

In view of nature of business of the Company, particulars regarding conservation of
energy and technology absorption are not given. However, the Company has taken
various measures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year under report.
CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Corporate Governance is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

No significant or material orders were passed by any regulator or court that would
impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

The Board of Directors are thankful to its Bankers and Institutions for the support and
financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the
employees of the Company whose untiring efforts have made achieving its goal possible.
Your Directors wish to thank the Central and State Governments, customers, suppliers,
business associates, shareholders for their continued support and for the faith reposed
in your Company.

For and on behalf of the Board

Shridhar Pittie
DIN : 00562400
Chairman & Managing Director

Place :- Mumbai
Date :- May 22, 2025