Your Directors have pleasure in presenting their Seventh Annual Report on the business and operations of your Company
("the Company") together with the Audited Financial Statements for the year ended 31^st March, 2025.

FINANCIAL SUMMARY

A summary of Standalone and Consolidated Financial Results of the Company for the year ended 31^st March, 2025 is given
below:

REVIEW OF OPERATION AND STATE OF COMPANY'S
AFFAIRS

During the year under review, the Company has executed
and handed over possession of Residential/Commercial
projects covering an area of around 48,451 square feet.
Presently, the Company has four on-going projects, at
various stages of planning and development. These include
housing projects, integrated townships, shopping malls
and commercial complexes.

During the period under review, the Company focused on
improving productivity, reducing costs and utilized its cash
flows most effectively.

The Company has posted a net profit of Rs 161.27 Lakhs for
the year ended 31^st March, 2025 against a net profit of Rs
124.71 Lakhs in the previous year. Total Revenue stands at
Rs. 2631.79 Lakhs for the year ended 31^st March, 2025 and
Rs. 2775.80 Lakhs for the year ended 31^st March, 2024.

The consolidated net profit of the Company is Rs. 187.17

Lakhs for the year ended 31^st March, 2025 against a
net profit of Rs. 1718.07 Lakhs in the previous year.
Consolidated Revenue stands at Rs. 9715.99 Lakhs for the
year ended 31^st March, 2025 and Rs. 5075.17 Lakhs for the
year ended 31^st March, 2024.

DIVIDEND & 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 2024-25.

The Company does not propose to transfer any amount to
its Reserves.

SHARE CAPITAL

During the year under review, the authorised share capital
of the Company was increased in two stages to support
its strategic growth and funding requirements. Initially,
the authorised share capital was increased from ^32.50
lakh (Rupees Thirty-Two Lakh Fifty Thousand only) to

^19 crore (Rupees Nineteen Crore only), following the
approval of the shareholders through a resolution passed
in accordance with the provisions of the Companies Act,
2013 on 23^rd July, 2024. Subsequently, the authorised
share capital was further increased from ^19 crore to ^38
crore (Rupees Thirty-Eight Crore only), again on 29^th March,
2025 with the requisite approval of the shareholders.
These increases were aimed at enhancing the Company's
financial flexibility and enabling it to raise additional capital
for future business expansion and operational needs.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company together with its Subsidiaries and Associate
Company is involved in Construction Activities and is
also providing rental services. As on March 31, 2025, the
Company has Seven Subsidiary Companies, Four Limited
Liability Partnership as a subsidiary, One Limited Liability
Partnership as an associates, One Associate Company and
1 Subsidiary of a wholly owned subsidiary. The details of
the Subsidiaries and the Associates Company forms part of
the Annual Return which is available on the website of the
Company.

Pursuant to Regulation 16 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to
as "the Listing Regulations"), the Company has formulated
a Policy on Material Subsidiary and the same is available on
its website at the link: https://rdbrealty.com/wp-content/
uploads/RDB-Real-Estate-Policy-on-Material-Subsidiary.
pdf

In accordance with Section 129(3) of the Companies Act,
2013 (hereinafter referred to as "the Act"), read with the
rules framed thereunder, the Listing Regulations and the
Indian Accounting Standards, the Company has prepared
Consolidated Financial Statements, in addition to the
Standalone Financial Statements, which includes financial
information of all its Subsidiaries and Associate Company.

The statement in Form AOC-1 containing the salient
features of the performance and financial position of each
of the Subsidiary & Associate Company is annexed to the
financial statements of the Company which forms part of
this Annual Report. Further, as per Section 136 of the Act
and other applicable provisions of the Listing Regulations,
the audited financial statements including the consolidated
financial statements of the Company and the annual
audited financial statements of each of its subsidiaries are
available at our website at www.rdbrealty.com.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134(3)(c) 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 annual accounts, the prescribed
accounting standards have been followed and there
are no material departures from the same;

2. The accounting preparation of the annual accounts
for the year ended 31^st March, 2025, the applicable
accounting standards 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 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.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board comprises of an optimum mix of both Executive
and Non-Executive Directors including Independent
Directors and a Woman Director. The Board's composition
and size is in compliance with the provisions of the Act
and the Listing Regulations. The details of Directors of the
Company and the remuneration drawn by them are given
in the Annual Return which is available on the website of
the Company.

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

(a) APPOINTMENT/RE-APPOINTMENT AND RESIGNA¬
TION OF DIRECTORS AND KEY MANAGERIAL PER¬
SONNEL

Retirement by Rotation

In accordance with the Articles of Association of the
Company and Section 152 of the Act, Mr. Pradeep Kumar
Pugalia (DIN:00501351) shall retire by rotation at the
ensuing Annual General Meeting ("AGM") and being
eligible, offers himself for re-appointment. The Board of

Directors recommends his re-appointment at the ensuing
AGM.

A brief resume of the Director being reappointed as
required under Regulation 36(3) of the Listing Regulations
forms part of the Notice convening the ensuing AGM.

Appointment & Resignation of Directors

Appointment

During the year under review, the following appointments
and reappointments were made:

1. Appointment of Independent Directors:

Mr. Ashok Kumar Jain (DIN: 09560734), Mr. Samprati
Kamdar (DIN: 09615765), Mr. Sharad Kumar
Bachhawat (DIN: 05161130), and Mr. Abhay Doshi
(DIN: 06428170) were appointed as Additional
Directors (Non-Executive Independent Directors)
of the Company with effect from 01st July, 2024.
Subsequently, their appointments were regularized
by the shareholders in the Annual General Meeting
held on 27th December, 2024, for a term of five
consecutive years, i.e., from 01st July, 2024 to 30th
June, 2029.

2. Appointment of Whole-time Director - Mr. Pradeep
Kumar Pugalia:

Mr. Pradeep Kumar Pugalia (DIN: 00501351) was
Appointed as Whole-time Director of the Company
for a period of two years, effective from 02^nd August,
2024, to 01st August, 2026. The shareholders
approved his reappointment in the Annual General
Meeting held on 27^th December, 2024.

3. Appointment of Whole-time Director - Mrs. Neera
Chakravarty:

Mrs. Neera Chakravarty was appointed as an
Additional Director (Whole-time Director) of the
Company pursuant to the provisions of Sections
196, 197, 198 and other applicable provisions of the
Companies Act, 2013, read with Schedule V and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Her appointment was based
on the recommendation of the Nomination and
Remuneration Committee and the approval of the
Board of Directors. The shareholders subsequently
regularized her appointment for a period of five years
with effect from 01st February, 2025, in the Extra¬
Ordinary General Meeting held on 29th March, 2025.
Resignation of Director

During the year under review, Mrs. Kusum Devi Dugar (DIN:
00559322) resigned from the position of Non-Executive
Independent Director of the Company with effect from the
closure of business hours on 14^th February, 2025. The Board

places on record its sincere appreciation for her valuable
contributions and guidance during her tenure.

Changes in Key Managerial Personnel (KMP)

During the year, the following changes occurred in the
Whole-time Key Managerial Personnel (KMP) of the
Company in accordance with the provisions of Section 203
of the Companies Act, 2013:

1. Mr. Pradeep Kumar Pugalia (DIN: 00501351) was re¬
designated from Non-Executive Director to Whole¬
time Director of the Company with effect from 02^nd
August, 2024, for a period of two years.

2. Mr. Bidyut Dey was appointed as the Chief Financial
Officer (CFO) of the Company with effect from 02^nd
August, 2024.

3. Mr. Aman Sisodia was appointed as the Company
Secretary & Compliance Officer with effect from
07th September, 2024. He resigned from the said
post with effect from the closure of business hours
on 31st January, 2025. The Board acknowledges his
contributions and wishes him success in his future
endeavors.

4. Mrs. Neera Chakravarty was appointed as an
Additional Director (Whole-time Director) and was
subsequently regularized as a Whole-time Director
by the shareholders in the Extra-Ordinary General
Meeting held on 29th March, 2025, for a term of five
years effective from 01st February, 2025.

5. Ms. Surabhi Kumari Gupta was appointed as the
Company Secretary & Compliance Officer of the
Company with effect from 01st February, 2025.

(b) STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS UNDER SUB- SECTION (7)
OF SECTION 149 OF THE ACT AND REGULATION 16
OF THE LISTING REGULATIONS

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of independence as laid
down in Section 149(6) of the Act, read with the
Rules made there under and Regulation 16 of the
Listing Regulations. The Independent Directors of
the Company have also complied with the Code for
Independent Directors prescribed in Schedule IV to
the Act.

(c) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR
INDEPENDENT DIRECTORS

In compliance with Regulation 25(7) of the Listing
Regulations, the Independent Directors are
familiarized with the Company, their roles, rights,
responsibilities therein, nature of the industry in
which the Company operates, business model of

the Company, etc. The familiarization programme
imparted to the Independent Directors during the
year with details required as per Regulation 46 ol
the Listing Regulations is available on the Company's
website at the link: https://rdbrealty.com/wp-
content/uploads/RDB-Real-Estate-Familiarization-of-
Independent-Director.pdf

d) MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board of Directors
met eighteen (18) times in compliance with the
provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The meetings were held on the
following dates: 26th April, 2024; 24th May, 2024;
10th June, 2024; 01st July, 2024; 12th July, 2024;
02nd August, 2024; 12th August, 2024; 30th August,
2024; 31st August, 2024; 07th September, 2024;
12th September, 2024; 04th October, 2024; 14th
November, 2024; 18th December, 2024; 31st January,
2025; 11th February, 2025; 14th February, 2025; and
03rd March, 2025.

The interval between any two consecutive meetings
was within the period prescribed under the
Companies Act, 2013. Further details regarding
the Board meetings, including the attendance of
Directors, are provided in the Corporate Governance
Report, which forms an integral part of this Annual
Report.

e) APPOINTMENT AND REMUNERATION POLICY OF
THE COMPANY

The Board has adopted a Remuneration Policy
for identification, selection and appointment of
Directors, Key Managerial Personnel (KMPs) and
Senior Management Personnel (SMPs) of your
Company. The Policy provides criteria for fixing
remuneration of the Directors, KMPs, SMPs as well
as other employees of the Company. The Policy
enumerates the powers, roles and responsibilities of
the Nomination and Remuneration Committee. The
Board, on the recommendations of the Nomination
and Remuneration Committee, appoints Director(s)
of the Company based on his / her eligibility,
experience and qualifications and such appointment
is approved by the Members of the Company at
General Meetings.

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 Act
is available on the Company's website at the link:

Committee of Directors

In order to ensure operating convenience, the Board
of Directors of the Company, at its Meeting held on 14^th
February, 2025 has formed a Committee of Directors
pursuant to the provisions of Section 179 of the Act.
The composition, terms of reference and details of the
Meetings of Committee of Directors has been furnished in
the Corporate Governance Report which forms part of this
Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control system and suggests improvements to strengthen
the same. In the opinion of the Board, the existing internal
control framework is adequate and commensurate to the
size and nature of the business of the Company. During the
year, such controls were tested and no reportable material
weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

During the year under review, the provisions relating to the
formulation and implementation of a Risk Management
Policy under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 are not applicable to the Company. However, the
Company follows a proactive approach in identifying and
monitoring potential business risks and takes appropriate
steps to mitigate them as part of its internal management
processes.

CORPORATE GOVERNANCE

In compliance with the provisions of Regulation 34 of
the Listing Regulations, read with Schedule V of the said
Regulations, the Report on Corporate Governance together
with the Auditors' Certificate thereon is annexed to this
Report as Annexure - 1.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, your Company does not fall
within the preview of section 135 of the Act.

POLICY ON PREVENTION OF INSIDER TRADING

The Company has adopted a "Code of Practice & Procedure
for Fair Disclosure" as envisaged under SEBI (Prohibition of
Insider Trading) Regulations, 2015 with a view to regulate
trading in equity shares of the Company by the Directors
and Designated Employees of the Company. The said
Code is available on the website of the Company at the
link: https://rdbrealty.com/wp-content/uploads/RDB-

Real-Estate-Code-of-Practice-and-Procedure-for-Fair-
Disclosure-of-UPSI.pdf

VIGIL MECHANISM

Pursuant to the provisions of the Act and the Listing
Regulations, the Company has formulated a Vigilance
Mechanism/Whistle Blower Policy to provide a
mechanism for Directors and Employees of the Company to
report genuine concerns. The Whistle Blower's may
approach the Vigilance Officer and the Vigilance Officer
shall place the report/status of complaints received and
resolved, if any, to the members of Audit Committee.
Further, the aggrieved person can have direct access to the
Chairman of Audit Committee. The Whistle Blower Policy
also provides for adequate safeguards against victimization
of persons who use such mechanism and is also available on
the Company's website at the link: https://rdbrealty.com/
wp-content/uploads/RDB-Real-Estate-Vigil-Mechanism-
Policy.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

TheCompany has adopteda Policy onprevention, prohibition
and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder, for prevention and
redressal of complaints of sexual harassment at workplace
on 29.05.2025. The Internal Complaints Committee, which
has been constituted as per the aforesaid policy, will report
to the Audit Committee of the Board of Directors of the
Company on the complaints received and action taken by it
during the financial year.

The Company's Policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 as approved by the Board may be accessed on its
website at the link: https://rdbrealty.com/wp-content/
uploads/PREVENTION-OF-SEXUAL-HARRASMENT-AT-
WORKPLACE.pdf

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEE/SECURITY GIVEN IN CONNECTION WITH
LOANS UNDER SECTION 186 OF THE ACT

During the financial year 2024-25, the loans given,
guarantee/security provided in connection with loans
taken by the Company have been exempted from the
applicability of Section 186 of the Act since the Company
is engaged in providing infrastructural facilities. However,
the investments/acquisitions made by the Company by
way of subscription, purchase or otherwise in the securities
of any other Body Corporate, which falls within the ambit
of Section 186 of the Act were applicable to the Company,

and are detailed in Note No 3 of the Financial Statements
which forms part of this Annual Report. Further for
future reference, it may be noted that the investments/
acquisitions made by the Company providing infrastructural
facilities has also been exempted from the applicability of
Section 186 of the Act, vide MCA notification dated 7th
May, 2018.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All contracts/arrangements/transactions entered by the
Company during the financial year 2024-25 with related
parties were in the ordinary course of business and at
arm's length basis and in compliance with the applicable
provisions of the Act and the Listing Regulations. During
the year, the Company had not entered into any contract/
arrangement/transaction with related parties which could
be considered material in accordance with the policy of
the Company on related party transactions. 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 the Company.

Further, there are no materially significant related party
transactions 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.

The details of related party transactions are disclosed and
set out in notes to the Standalone Financial Statements
forming part of this Annual Report. The Company's Policy
on related party transactions as approved by the Board may
be accessed on its website at the link: https://rdbrealty.
com/wp-content/uploads/RDB-Real-Estate-Policy-On-
Related-Party-Transactions.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

During the financial year 2024-25, the Hon'ble National
Company Law Tribunal, Kolkata Bench, vide its Order dated
21st May 2024, sanctioned the Scheme of Arrangement
for the demerger of the Realty Undertaking of RDB
Infrastructure and Power Limited (formerly known as
RDB Realty & Infrastructure Limited) into RDB Real Estate
Constructions Limited.

Pursuant to the said Order, the Realty Undertaking of
the RDB Group has been transferred to and is now being
managed by RDB Real Estate Constructions Limited.
This development marks a significant milestone in the
Company's growth trajectory and has a consequential
impact on its operations, financials, and future outlook.

The demerger enhances the Company's business focus and
operational autonomy in the real estate segment. It also
affects the assessment of the Company as a going concern,
considering the expanded scale and scope of operations
resulting from the acquisition of the Realty Undertaking.
The management is taking all necessary steps to integrate
the new business effectively and ensure continuity and
stability in operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act, read with
the rules made there under, are annexed to this report as
Annexure - 2, which also includes the statement showing
names of top ten employees in terms of remuneration
drawn under Rule 5(2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

None of the employees of the Company is in receipt of
remuneration exceeding the limits prescribed under
the Act, read with the rules framed there under and the
schedules appended thereto.

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

Particulars of conservation of energy, technology
absorption and foreign exchange earnings and outgo
as required under Section 134 sub-section (3)(m) of the
Act, read with the Companies (Accounts) Rules, 2014 are
annexed to this report as Annexure - 3.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Your Company does not have any of the unclaimed
dividend or shares which is due to be transferred to the
Investor Education and Protection Fund.

DETAILS OF NODAL OFFICER

The Company has appointed Ms. Surabhi Kumari Gupta,
Company Secretary & Compliance Officer of the Company
as the Nodal Officer in accordance with the provisions of
the Act and the Listing Regulations in the Board Meeting
dated 03^rd March, 2025, for the purpose of communication
with the IEPF Authority.

AUDIT AND AUDITORS

Statutory Auditors

During the year under review, M/s Vineet Kehtan &
Associates, Chartered Accountants (Firm Registration No.
324428E), tendered their resignation as the Statutory
Auditors of the Company, resulting in a casual vacancy in
the office of auditors. In accordance with the provisions of
Section 139(8) of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, the Board of
Directors, at its meeting held on 07th September, 2024,

recommended the appointment of M/s L B Jha & Co.,
Chartered Accountants (Firm Registration No. 301088E),
to fill the said vacancy. The shareholders subsequently
approved the appointment of M/s L B Jha & Co. as the
Statutory Auditors of the Company at the Extraordinary
General Meeting held on 01st October, 2024. The
remuneration payable to the auditors for conducting the
statutory audit for the period ended 30th September, 2024
and 31st March, 2025 was fixed by the Board of Directors in
consultation with the auditors, along with applicable taxes
and reimbursement of out-of-pocket expenses incurred
during the audit. In the Annual General Meeting dated
27th December, 2024, they were re-appointed for the a
period of 5 years till the 10th Annual General Meeting to
be held in 2029.

Statutory Audit

M/s. LB Jha & Co., Chartered Accountants (Firm Registration
No. 301088E), the Statutory Auditor of the Company have
conducted the Statutory Audit for the financial year 2024¬
25. The Independent Auditors Report for the financial year
ended 31^st March, 2025 forms part of this Annual Report.

The Company is pleased to inform that there is no
qualification/reservation/adverse remark made by the
Statutory Auditors in their audit report.

Secretarial Auditors

The Board of Directors have appointed Ms. Prachi Todi, a
Practicing Company Secretary to carry out the Secretarial
Audit under the provisions of Section 204 of the Act read
with Regulation 24A of the Listing Regulations. The report
from the secretarial auditor in Form MR-3 for the financial
year 2024-25 does not contain any qualification, reservation
or adverse remarks. The secretarial audit report is enclosed
as Annexure - 4 to this report. During the year under
review, the Secretarial Auditor did not report any matter
under Section 143(12) of the Act necessitating disclosure in
the Board's Report.

Further, the Company has filed the Annual Secretarial
Compliance Report for the year ended 31^st March, 2025
issued by the secretarial auditor with BSE Limited on 29^th
May, 2025.

Further, pursuant to the provisions of Regulation 24A of
the Listing Regulations, Raj Construction Projects Private
Limited and RDB Jaipur Infrastructure Private Limited are
Material Subsidiary of the Company in terms of Regulation
16(1)(c) of the Listing Regulations. The Secretarial Audit
Reports submitted by the Secretarial Auditor of Raj
Construction Projects Private Limited and RDB Jaipur
Infrastructure Private Limited has been given in Annexure

- 5 which are annexed hereto and forms part of Directors'
Report.

Internal Auditors

Pursuant to Section 138(1) of the Act, M/s Garg Narender
& Co., Chartered Accountants had been appointed as the
Internal Auditor of the Company for the financial year
2024-25 to conduct the Internal Audit of the Company.
The Internal Auditor reports to the Audit Committee of the
Board and the report of Internal Audit is also placed at the
Meetings of the Audit Committee for review.

No frauds were reported by auditors under sub-section
(12) of Section 143 of the Act.

CEO AND CFO CERTIFICATION

The CEO/CFO certificate on the financial statements of the
Company as required under Regulation 17(8) of the Listing
Regulations is annexed to the Corporate Governance
Report which is annexed to this Report as Annexure -1.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the
year under review, as stipulated under Regulation 34(2)(e)
read with Schedule V of the Listing Regulations is presented
in a separate section and is annexed to this report as
Annexure - 6.

STATEMENT ON COMPLIANCES OF THE APPLICABLE
SECRETARIAL STANDARDS

The Directors of the 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.

HUMAN RESOURCES

The Company believes in adopting the best human resource
practices by providing its employees a congenial and
harmonious working environment with all the necessary
infrastructures and by giving them equal opportunities to
rise and grow. The Company continues to implement the
best human resource policies to ensure talent retention at
all levels. Employee relations continued to be cordial and
harmonious at all levels and in all divisions of the Company
during the year under review.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

The Company is committed to protect the health and
safety of everyone involved in its operation and the
sustainability of the environment in which it operates.
The Company's policy requires the conduct of operations
in such a manner so as to ensure safety of all concerned
environmental regulations and prevention of misuse of

DIRECTORS' REPORT (Contd.)

natural resources. The Company has been complying with
relevant and applicable environmental laws and has been
taking all necessary measures to protect the environment
and maximize workers protection and safety.

Annual Return

In accordance with Section 92(3) of the Act read with Rule
12 of the Companies (Management and Administration)
Rules 2014 (as amended) a copy of the Annual Return of
the Company is hosted on its website and can be accessed
at https://rdbrealty.com/other-information/

OTHER DISCLOSURES

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,
2025.

Material Changes and Commitments after the Balance
Sheet date between the end of the Financial Year 2024-25
and the date of this Report

There were no Material changes and commitments
affecting the financial position of the Company between
the end of the financial year i.e., 31^st March, 2025 and date
of this Report i.e., 29^th May, 2025.

Public Deposits

During the year under review, the Company has not
accepted Deposits falling within the meaning of Section 73

of Chapter V of the Act and the Companies (Acceptance of
Deposits) Rules, 2014.

Cost Audit

Cost Audit is not applicable to the Company as per the
provisions of Section 148 of the Act.

Others

i. During the year under review, no application has
been made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 against the
Company.

ii. During the year under review, there were no instance
of one-time settlement with banks or financial
institutions and hence the differences in valuation
as enumerated under Rule 8(5)(xii) of Companies
(Accounts) Rules, 2014, as amended, do not arise.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere
gratitude to the shareholders, bankers, business associates,
retailers, suppliers, customers, government and other
regulatory agencies for their continued support and faith
in the Company. Your Directors are also happy to place
on record their appreciation for the whole-hearted co¬
operation, commitment and contribution made by all the
employees and look forward to their continued support.

For and on behalf of the Board

Sd/-

Place: Kolkata Pradeep Kumar Pugalia

Date: 29^th May, 2025 Whole-time Director