Your Director's have pleasure in presenting their 19^th Annual Report of the RDB Infrastructure and Power Limited (Formerly
known as RDB Realty & Infrastructure Limited) along with Audited Financial Statements for the financial year ended 31^st
March, 2025.

FINANCIAL SUMMARY

Your Company's financial performance for the year ended 31^st March, 2025 is summarized below:

(Rs. In Lakhs)

Your Company has reported a net profit of Rs. 568.22 Lakhs
for the year ended 31^st March, 2025 as compared to a net
profit of Rs. 270.17 Lakhs in the previous financial year. The
total revenue for the year ended 31^st March, 2025 stood at
Rs. 11,347.73 Lakhs, as against Rs. 6,784.05 Lakhs for the
year ended 31^st March, 2024.

DIVIDEND

In view of the Company's growth phase and with a focus on
conserving existing resources to support ongoing and future
investment requirements, your Directors have deemed
it prudent not to recommend any dividend on the equity
shares for the financial year ended 31^st March, 2025.

TRANSFER TO RESERVES

During the period under review, your Company has not
transferred any amount to reserves during financial year
ended 31^st March, 2025.

STATE OF THE COMPANY'S AFFAIRS

During the period under review, your Company has
following on-going projects:

The Company has executed and handed over possession of
Residential/Commercial projects covering an area of around
29,453 square feet. Presently, the Company has thirteen on¬
going projects, of which there are six Government Projects,
at various stages of planning and development. These

include housing projects, integrated townships, shopping
malls and commercial complexes.

CHANGE IN NATURE OF BUSINESS

During the period under review, there had been a significant
change in the nature of your Company's business operations.
Pursuant to the Scheme of Arrangement approved by the
Hon'ble National Company Law Tribunal, Kolkata Bench,
vide its order dated 21^st May, 2024, the Realty Division of
the Company was demerged and transferred to the RDB
Real Estate Constructions Limited (the Resulting Company),
with effect from the Appointed Date of 1^st October, 2022.

In line with the Company's strategic vision and to capitalise
on emerging opportunities, particularly in the energy sector,
the Company had diversified into the Power business.
Accordingly, the name of the Company was changed from
RDB Realty & Infrastructure Limited to RDB Infrastructure
and Power Limited to reflect the revised scope of business
activities.

ISSUE OF WARRANTS

During the period under review, your Company had
issued and allotted 68,62,500 (Sixty-Eight Lakhs Sixty-Two
Thousand and Five Hundred) share warrants on preferential
basis, each convertible into equivalent equity shares, having
face value of Rs. 10/- (Rupees Ten Only) each, ranking pari-
passu with the existing equity shares of your Company,

at a price of Rs. 405/- (Rupees Four Hundred Five only),
including premium of Rs. 395/- (Rupees Three Hundred
Ninety-Five only) per share warrants, aggregating to Rs.
2,77,93,12,500/- (Rupees Two Hundred Seventy-Seven
Crores Ninety-Three Lakhs Twelve Thousand and Five
Hundred Only).

In compliance with applicable regulations, the Company had
received 25% of the total consideration amount, aggregating
to Rs. 69,48,28,125/- (Rupees Sixty-Nine Crores Forty-Eight
Lakhs Twenty-Eight Thousand One Hundred Twenty-Five
only), as upfront payment against the allotment of the said
share warrants on 27th November, 2024.

Subsequently, the Company undertook a sub-division/ split
of its equity shares, whereby 1 (one) equity share of face
value Rs. 10/- (Rupees Ten only) each, fully paid-up, was
sub-divided into 10 (Ten) equity shares of face value Re.
1/- (Rupee One only) each, fully paid-up. This sub-division
became effective from 28^th February, 2025, which was fixed
as the record date for the said sub-division/ split.

Consequent to the sub-division, the number of share
warrants increased tenfold and the issue price per warrant
was proportionately adjusted to Rs. 40.50/- (Rupees Forty
and Paise Fifty only) per share, reflecting the 1:10 sub¬
division ratio. Further details in respect of the sub-division/

split of equity shares are provided in the subsequent section
of this Report.

SUB-DIVISION/ SPLIT OF EQUITY SHARES

During the period under review, the Board of Directors of
your Company approved, the sub-division/ split of equity
shares of your Company, such that 1 (one) equity share
having face value of Rs. 10/- (Rupees Ten only) each, fully
paid-up, was sub-divided/ split into 10 (Ten) equity shares
having face value of Re. 1/- (Rupee One only) each, fully
paid-up.

Further, the members vide resolution passed by way of
postal ballot on 24^th January, 2025 approved the said sub¬
division/ split of equity shares and consequential alteration
in the existing Capital Clause of the Memorandum of
Association (MOA) of your Company.

After the requisite approvals of the Stock Exchanges i.e. BSE
& CSE and the depositories i.e. NSDL and CDSL, new ISIN
(INE245L01028) was allotted to your Company. The effect
of change in face value of the equity share was reflected on
the equity share price at the Stock Exchanges where your
Company is listed (BSE and CSE) effective from 28^th February,
2025 i.e. record date for the purpose of sub-division/ split of
equity shares of your Company.

Accordingly, the capital structure of your Company post sub-division/ split of equity shares (prior to allotment of share
warrants) was as follows:

SLUMP SALE

During the period under review, the Board of Directors of
your Company at its Meeting held on 04^th March, 2025,
approved the slump sale of non-agricultural land of your
Company, held on lease, admeasuring 10667.52 sq. mtrs.
carved out from Plot No. 98, of Town Planning Scheme
No.7 (Anjana) situated within the limits of Surat Municipal
Corporation, Taluka Surat City, District Surat to Samprati
Buildcon Private Limited for a lump-sum consideration of
Rs. 60,00,00,000/- (Rupees Sixty Crores only) which was
subsequently approved by the members of your Company
at the Extra-Ordinary General Meeting of the Company held
on 29^th March, 2025. The said consideration is at an arm's
length basis and will be utilized for the working capital
requirement and towards the general corporate purpose of
your Company.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES

During the period under review, no Companies have become

or ceased to be subsidiaries, joint ventures or associates'
companies of your Company.

However, as previously disclosed in the last Board's Report
for the financial year 2023-24, pursuant to the sanction of
the Scheme of Arrangement for Demerger between the
Company and the Resulting Company i.e., RDB Real Estate
Constructions Limited, by the Hon'ble National Company Law
Tribunal (NCLT), Kolkata Bench on 21^st May, 2024, all assets,
liabilities, obligations, and legal proceedings pertaining to
the Realty Business Undertaking were transferred to the
Resulting Company with effect from the Appointed Date,
upon the Scheme becoming effective. Consequently, the
entities that were subsidiaries or associate companies of
your Company in relation to the Realty Business have, with
effect from the Appointed Date, become subsidiaries or
associates of the Resulting Company. Your Company had
duly informed the stock exchange(s) of this development at
its Board Meeting held on 02^nd August, 2024.

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

The particulars as prescribed under Section 134(3)(m) of
the Companies Act, 2013 ("the Act") read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 are provided in
Annexure 1 which forms part of this report.

CORPORATE GOVERNANCE

Your Company upholds a strong commitment to sound
Corporate Governance and continually endeavours to adopt
evolving best practices in the interest of transparency,
accountability, and long-term stakeholder value. It remains

your Company's constant pursuit to enhance its governance
framework through ethical conduct and responsible
management practices. A detailed Report on Corporate
Governance is annexed to this Report as Annexure 2.

Ms. Prachi Todi, Practicing Company Secretary and
Secretarial Auditor of the Company, has issued a
certificate dated 06th August, 2025, confirming that the
Company has complied with the conditions for Corporate
Governance stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). The said certificate forms part of this Report
and is annexed as Annexure 2D.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Board of Directors

During the period under review, the following changes took
place in the composition of the Board of your Company:

Mr. Rajeev Kumar (DIN: 07003686), Whole time Director
and Chairperson, Mrs. Neera Chakravarty (DIN: 09096844),
Whole Time Director, Mr. Pradeep Kumar Pugalia (DIN:
00501351), Non-Executive Director resigned from
your Company with effect from 31st December, 2024
(Designation of Mr. Pradeep Kumar Pugalia was changed
from Whole Time Director to Non-Executive Director with
effect from 02nd August, 2024). Your Board places on
record its sincere appreciation towards their contribution
made during their tenure on the Board of your Company.

Your Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee at their
Meeting held on 14^th November, 2024 appointed:

• Mr. Raju Singh (DIN: 09117852) as Whole Time
Director;

• Mr. Amit Kumar Goyal (DIN: 05292585) as Managing
Director;

• Ms. Moumita Ghosh (DIN: 10874329) as Non¬
Executive Independent Director,

with effect from 18^th December, 2024, to hold office for
a term of five consecutive years, which was subsequently

approved by the members through Postal Ballot on 24^th
January, 2025.

Mr. Raju Singh and Ms. Moumita Ghosh fulfils the criteria
provided in the Nomination and Remuneration Policy of
your Company including their qualification, experience,
background, expertise, proficiency and integrity.

Further, the Board of Directors of your Company appointed
Mr. Amit Kumar Goyal as Chief Financial Officer with effect
from 01^st January, 2025. Mr. Amit Kumar Goyal fulfils the
criteria provided in the Nomination and Remuneration Policy
of your Company including his qualification, experience,
background, expertise, proficiency and integrity. Further, in
terms of the SEBI Listing Regulations, the Audit Committee
has approved his appointment as Chief Financial Officer
after assessment of his qualification, experience and
background.

Subsequently, recognizing the continued strategic
value brought by Mr. Rajeev Kumar and based on the
recommendation of the Nomination and Remuneration
Committee, the Board re-appointed him as Whole Time
Director with effect from 12th February, 2025, for a term
of five consecutive years. His re-appointment was duly
approved by the shareholders at the 2nd Extra-Ordinary
General Meeting held on 29th March, 2025.

The Board met 17 (Seventeen) times during the period
under review. The details of such meetings are disclosed
in the Corporate Governance Report forming part of this
Annual Report.

The maximum interval between any two meetings did not
exceed 120 days as prescribed by the Act.

Director retiring by rotation

In accordance with the provisions of the Act and the Articles
of Association of the Company, Mr. Amit Kumar Goyal,
Managing Director and Chief Financial Officer retires by
rotation at the ensuing Annual General Meeting and being
eligible, seeks re-appointment. The Board of Directors on
the recommendation of the Nomination and Remuneration
Committee has recommended his re-appointment.

Resolution seeking his re-appointment along-with his
profile forms part of the Notice of 19^th (Nineteenth) Annual
General Meeting.

Declaration of Independence

Your Company has received necessary declaration from
Independent Directors stating that:

(i) they meet the criteria of independence as provided in
Section 149(6) of the Act and Regulation 16(1)(b) and
Regulation 25(8) of the SEBI Listing Regulations; and

(ii) as required vide Rule 6 (1) & (2) of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014 they have registered their names in the
Independent Directors' Databank maintained by the
Indian Institute of Corporate Affairs.

The Independent Directors of your Company have duly
complied with the provisions of the Code for Independent
Directors as outlined in Schedule IV of the Act, as well as
the Company's Code of Conduct for Directors and Senior
Management Personnel.

Board Evaluation

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Nomination and Remuneration Committee
and your Board has made the annual evaluation of the
performance of the Board, its Committees and of individual
Directors. The evaluation was done on the basis of
structured feedback forms which included parameters such
as level of engagement and contribution, independence of
judgments, maintenance of integrity, confidentiality, etc.

Further, in the separate meeting of Independent Directors
which was held on 12^th February, 2025 during the year, the
performance of Non-Independent Directors, performance
of the Board as a whole and the performance of the

Chairperson was evaluated and the quality, quantity, and
timeliness of flow of information between the Company's
Management and the Board was assessed. The Directors
expressed their satisfaction with the overall evaluation
process.

Familiarization Programmes for Independent Directors

In compliance with Regulation 25(7) of the SEBI Listing
Regulations, the Independent Directors are familiarized
with the Company through various programmes that
provide them with a comprehensive understanding of the
nature of the industry in which your Company operates,
the Company's business model, and the roles, rights,
and responsibilities of Independent Directors. These
programmes also cover any other relevant information to
ensure that the Independent Directors are well-informed.
The details of the familiarization programmes conducted
during the year, as required under Regulation 46 of the
SEBI Listing Regulations, are available on the website of
the Company and can be accessed at the following link:
https://www.rdbindia.com/wp-content/uploads/2022/09/
Familiarization-Programme-for-Independent-Director.pdf

B. Committees of the Board

Your Board has constituted the following statutory
Committees which are mandated by the Act and the SEBI
Listing Regulations, based on their respective roles and
defined scope:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Corporate Social Responsibility Committee and

v. Committee of Directors (discontinued after the
September, 2024 quarter).

The decision to discontinue the Committee of Directors
was made in line with the Company's evolving governance
requirements, and in accordance with the Board's
evaluation of its effectiveness.

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

C. Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key
Managerial Personnel (KMP) of your Company as on 31^st
March, 2025:

i. Mr. Rajeev Kumar, Chairperson & Whole Time
Director;

ii. Mr. Raju Singh, Whole Time Director;

iii. Mr. Amit Kumar Goyal, Managing Director and Chief

Financial Officer; and

iv. Mr. Aman Sisodia, Company Secretary & Compliance
Officer.

During the period under review, Mr. Priyarup Mukherjee
resigned from the position of Company Secretary and
Compliance Officer and Mr. Anil Kumar Apat resigned
from the position of Chief Financial Officer with effect
from 31^st December, 2024. Your Board places on record
its appreciation towards their valuable contribution and
guidance during their tenure.

Similarly, Mrs. Neera Chakravarty stepped down from the
position of Whole Time and Woman Director with effect
from 31st December, 2024. The Board expresses its gratitude
for her dedicated service and valuable contributions to the
Company.

Subsequently, Mr. Aman Sisodia was appointed as the
Company Secretary and Compliance Officer with effect
from 12^th February, 2025.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

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 your Board, the existing internal
control framework is adequate and commensurate to the
size and nature of the business of your Company. During the
year, such controls were tested and no reportable material
weaknesses in the design or operation were observed.

POLICIES

A. Corporate Social Responsibility

Pursuant to Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
Corporate Social Responsibility ("CSR") is not applicable to
the Company for the financial year 2024-25. Accordingly, the
Company has not undertaken any CSR activities during the
year under review. The CSR policy is placed on the website
of the Company and can be accessed at the following link:
https://www.rdbindia.com/wp-content/uploads/2025/07/
CSR-Policy.pdf

B. Risk Management Policy

The Board of Directors of your Company has put in place
a robust Risk Management Policy. The primary objective
of policy is to safeguard and enhance shareholders' value
and providing an optimum risk reward tradeoff. The risk
management approach is based on a clear understanding
of the variety of risks that the Company faces, disciplined
risk monitoring and continuous risk assessment and
mitigation measures. The Audit Committee is entrusted
with the responsibility of overseeing the implementation

and effectiveness of the risk management framework. The
Committee periodically reviews the key risks and mitigation
measures, and its observations are presented to the Board
of Directors for further review and guidance. During the
year under review, no significant risks were identified that
could potentially threaten the sustainability or existence of
the Company.

C. Director's Appointment and Remuneration Policy
and other details

Pursuant to Section 178(3) of the Act and based on the
recommendation of Nomination and Remuneration
Committee, your Board had formulated a comprehensive
Nomination and Remuneration Policy. This Policy outlines
the criteria for determining qualifications, positive attributes,
and independence of Directors, as well as the framework for
remuneration of Directors, Key Managerial Personnel, and
other employees. The details of the Remuneration policy
are mentioned in the report on the Corporate Governance
and the same is also placed on the Company's website at
https://www.rdbindia.com/wp-content/uploads/2022/09/
Nomination-and-Remuneration-Policy.pdf.

The statement of Disclosure of Remuneration pursuant to
Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed as Annexure 3 forming part of this
Report.

D. Whistle Blower Policy or Vigil Mechanism

In compliance with the provisions of Section 177(9) of the
Act and Regulation 22 of SEBI Listing Regulations, your
Company has formulated Vigilance Mechanism/ Whistle
Blower Policy to provide a secure and confidential platform
for Directors and employees of the Company to report
genuine concerns relating to unethical behavior, actual or
suspected fraud, or violation of the Company's Code of
Conduct. The Vigil Mechanism ensures that any Whistle
Blower may report concerns to the Vigilance Officer, who
is responsible for reviewing and addressing such complaints
in a fair and transparent manner. The status of complaints
received and their resolution, if any, is periodically reported
to the Audit Committee. In appropriate or exceptional
cases, the Whistle Blower is also provided direct access to
the Chairperson of the Audit Committee.

The Policy includes adequate safeguards to protect Whistle
Blowers from any form of retaliation, victimization, or
discrimination for reporting concerns in good faith. It
reaffirms the Company's commitment to maintaining the
highest standards of ethical, moral, and legal business
conduct. It is further affirmed that no person has been
denied access to the Audit Committee during the year
under review.

The Vigil Mechanism / Whistle Blower Policy is made
available on the Company's website and can be accessed at
the following link: https://www.rdbindia.com/wp-content/
uploads/2022/09/vigilance_mechanism_or_whistle_
blower_policy.pdf

Your Company also undertakes regular communication
and sensitization to ensure that Directors and Employees
are aware of the availability and accessibility of the Vigil
Mechanism.

E. Policy on prevention of insider trading

Your Company has adopted a "Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information" as envisaged under SEBI (Prohibition
of Insider Trading) Regulations, 2015 to ensure fair,
transparent, and timely disclosure of material information,
thereby maintaining the integrity of the market. This Code
is intended to prevent misuse of unpublished price sensitive
information (UPSI) and to regulate, monitor and report
trading activities of Directors, Designated Persons and
other connected persons of the Company. It ensures that
all stakeholders have equal access to important information
that may impact the trading of the Company's securities.

The Code is available on the website of the Company and
can be accessed at the following link: https://www.rdbindia.
com/wp-content/uploads/2022/09/Code-of-practices-and-
procedures-for-Fair-disclosure-of-unpublished-price.pdf

F. Policy on Prevention of Sexual Harassment at
Workplace

In compliance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH") and rules made thereunder,
your Company has adopted a Policy on Prevention of
Sexual Harassment at Workplace. An Internal Complaints
Committee (ICC), duly constituted as per the Act, is in
place to address complaints of sexual harassment. The ICC
includes both internal members and an external expert to
ensure fair and impartial redressal.

During the period under review, the Company undertook
several initiatives to reinforce its zero-tolerance policy
towards harassment and discrimination. These included
awareness campaigns, sensitization programs, development
of training materials and online workshops, including
sessions on unconscious bias. Further details are provided
in the Corporate Governance Report forming part of this
Annual Report. The POSH Policy is available on the website
of the Company and can be accessed at the following link:
https://www.rdbindia.com/wp-content/uploads/2025/05/
POSH-Policy.pdf

PARTICULARS OF EMPLOYEES

The statements required under Section 197 read with
Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
as amended, form part of this Report and will be made
available to any Member on request, as prescribed therein.

The prescribed particulars of employees required under
Rule 5(1) of the said Rules are annexed as Annexure 3 to
this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2024-25, the loans granted and
guarantees or securities provided by the Company in
connection with borrowings were exempted from the
applicability of Section 186 of the Companies Act, 2013,
as the Company is engaged in the business of providing
infrastructural facilities.

However, investments and acquisitions made by the
Company, whether through subscription, purchase, or
otherwise in the securities of any other body corporate,
to the extent falling within the scope of Section 186, were
subject to the provisions of the Act. These details are
disclosed in the Notes to the Financial Statements, forming
part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All transactions with related parties were reviewed and
approved by the Audit Committee and are in accordance
with the Policy on Related Party Transactions formulated
and adopted by the Company. Omnibus approvals from
the Audit Committee are obtained for the related party
transactions which are unforeseen in nature.

In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on
Related Party Transactions and the same can be accessed
on the Company's website at https://www.rdbindia.com/
wp-content/uploads/2022/09/RPT-Policy_21.06.2025.pdf.
There were no related party transactions entered by the
Company during the year with directors, key managerial
personnel or other persons, which may have a potential
conflict with the interests of the Company. During the year
under review, all contracts/ arrangements/transactions
entered into by the Company with the related parties were
in the ordinary course of business and at arm's length basis.

During the year under review, the Company had not
entered into any contract/arrangement/ transaction with
related parties which could be considered material in
accordance with the Policy on Related Party Transactions
of the Company or which is required to be reported in Form
No. AOC-2 in terms of Section 134(3)(h) read with Section
188 of the Act and Rule 8(2) of the Companies (Accounts)

Rules, 2014. Therefore, the requirement of furnishing the
requisite details in Form No. AOC-2 is not applicable to the
Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with
Section 134(5) of the Act, your Directors confirm that, to
the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
and there are no material departures;

b) they 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 that period;

c) they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going
concern basis;

e) they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

f) they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) and
Section 134(3)(a) of the Act as amended from time to time
and the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is available
on the website of the Company and can be accessed at the
following link: https://www.rdbindia.com/annual-return/

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

1. In order to achieve focused growth and efficient
management of its distinct business verticals, the
Board of Directors of the Company proposed the
demerger of its Realty Division, with the objective
of transferring and vesting the same into its wholly
owned subsidiary, M/s RDB Real Estate Constructions
Limited ("Resulting Company").

Accordingly, the Board, at its Meeting held on 17^th
December, 2022, approved a Scheme of Arrangement
under Sections 230 to 232 of the Act, with the

Appointed Date being 1^st October, 2022. The Scheme
provided for the transfer of the Realty Division of the
Company to the Resulting Company. The Scheme was
duly filed with the Hon'ble National Company Law
Tribunal (NCLT), Kolkata Bench, and was sanctioned
by the NCLT vide its Order dated 21^st May, 2024.
The certified copy of the NCLT Order was filed with
the Registrar of Companies, Kolkata by the Company
as well as the Resulting Company on 26^th July, 2024,
thereby making the Scheme effective from that date.

2. The Bombay Stock Exchange (BSE), vide its
communication dated 30^th September, 2024,
imposed a fine of Rs. 2,71,400 (Rupees Two Lakh
Seventy-One Thousand Four Hundred only) on your
Company for alleged non-submission of Consolidated
Financial Results for the quarter ended June 2024
under Regulation 33 of SEBI Listing Regulations.
Your Company submitted a clarification on 09^th
October, 2024, stating that the said regulation was
not applicable for the relevant period and requested
for withdrawal of the fine. However, in order to
ensure smooth operations and avoid any disruption,
the fine amount was deposited on the same day.
Subsequently, BSE vide its communication dated
11^th November, 2024, confirmed the withdrawal of
fine, and upon the Company's request, the deposited
amount was adjusted against the annual listing fee, as
confirmed by BSE on 26^th April, 2025.

3. Your Board of Directors, recognising significant
growth opportunities in the Power Sector, was of the
view that the said business could be conveniently
and advantageously integrated with the Company's
existing operations. In line with the strategic objective
of expanding the Company's scope of activities and
tapping into opportunities at both the domestic and
global levels in the Power Sector, the Board proposed
a change in the name of the Company from RDB
Realty & Infrastructure Limited to RDB Infrastructure
and Power Limited.

Pursuant to the necessary approvals, the name of the
Company was officially changed to RDB Infrastructure
and Power Limited, with effect from 4^th December,
2024, upon receipt of approval from the Registrar of
Companies. Subsequently, the name was updated in
the records of BSE Limited and the CSE Limited on 17^th
March, 2025 and 21^st March, 2025, respectively.

4. The Calcutta Stock Exchange (CSE), vide its
communication dated 28th February, 2025 imposed
a fine of Rs. 3,540/- (Rupees Three Thousand Five
Hundred Forty) on your Company due to late
uploading of SEBI LODR Compliances i.e., Statement
of deviation(s) or variation(s) under Regulation

32 of SEBI Listing Regulations. However, the delay
was attributable to an unforeseen technical glitch.
Considering the circumstances, the CSE waived off
99% of the fine amount, thereby reducing the payable
sum to Rs. 35.40 (Rupee Thirty-Five and Forty Paise
only). The revised amount was duly remitted by your
Company.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the period under review, there is no application
made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

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

During the period under review, your Company has not
made any one-time settlement for the loans taken from the
Banks or financial institutions.

STATEMENT BY THE COMPANY WITH RESPECT TO THE
COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961

Your Company declares that it has duly complied with
the provisions of the Maternity Benefit Act, 1961. It also
remains committed to fostering an inclusive and supportive
work environment that upholds the rights and welfare of
its women employees in accordance with applicable laws.

Your Company also confirms that it is fully aware of and
remains committed to complying with the provisions of the
Maternity Benefit Act, 1961. While there are lesser number

of women employees on its pay-rolls, it still has appropriate
systems and policies in place to ensure that all statutory
benefits under the Act, including paid maternity leave,
continuity of salary and service during the leave period,
nursing breaks, and flexible return-to-work arrangements
are extended to eligible women employees as and when
applicable.

MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING FINANCIAL POSITION OF THE COMPANY FROM
FINANCIAL YEAR END AND TILL THE DATE OF THIS REPORT

During the period following the end of the financial year
and up to the date of this Report, material changes have
occurred which impact the financial position of the
Company. Upon receipt of the balance 75% consideration
from the respective warrant holders, the Company allotted
a total of 2,53,00,000 (Two Crore Fifty-Three Lakh) equity
shares of face value Re. 1/- (Rupee One only) each on a
preferential basis to promoters and non-promoters. These
allotments were made in accordance with the provisions
of Chapter V of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and pursuant to the
shareholders' approval dated 5^th November, 2024.

Specifically, 2,48,00,000 equity shares were allotted on
6^th June, 2025 and an additional 5,00,000 equity shares
were allotted on 25^th June, 2025. Applications for listing of
these shares were submitted to BSE Limited and Calcutta
Stock Exchange Limited on 20^th June, 2025, and 14^th July,
2025, respectively. As on the date of this Report, requisite
approvals and actions from the stock exchanges in respect
of the said listings are awaited.

Accordingly, the capital structure of the Company has changed as follows:

DEPOSITS

During the period under review, your Company has not
accepted any deposits from the public falling under Section
73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 Accordingly, the provisions of
Chapter V of the Act relating to acceptance of deposits are
not applicable to your Company.

AUDITORS AND THEIR REPORTS
Statutory Auditor

At 17^th AGM held on 28^th September, 2023, the members
approved the re-appointment of M/s. LB 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 the 17^th AGM till

the conclusion of the 22^nd AGM to be held for the financial
year 2027-28.

In terms of Section 139 and 141 of the Act and relevant
rules made thereunder, M/s. LB Jha & Co., Chartered
Accountants, have confirmed that they are not disqualified
from continuing as Auditors of the Company. The Auditors
have also confirmed that they have subjected themselves
to the peer review process of Institute of Chartered
Accountants of India (ICAI) and hold a valid certificate issued
by the Peer Review Board of the ICAI.

The Auditor's Report given by LB Jha & Co., Chartered
Accountants on the financial statements of the Company for
the year ended 31^st March, 2025 forms part of the Annual
Report. The Notes on the Financial Statements referred to
in the Auditor's Report are self-explanatory and do not call
for any comments. The Auditor's Report does not contain
any qualification, reservation or adverse remark. During
the year under review, the Auditors had not reported any
matter under Section 143(12) of the Act. Therefore, no
disclosure is required in terms of Section 134(3)(ca) of the
Act.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with
the Rule 9 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A
of the SEBI Listing Regulations, the Company appointed Ms.
Prachi Todi, Practicing Company Secretaries (Certificate of
Practice No. 22964) to conduct the secretarial audit of the
records and documents of the Company for the financial year
2024-25. The Secretarial Audit report issued by Secretarial
Auditor in Form MR-3 is attached as Annexure 4 to this
Report. The Secretarial Audit Report is self-explanatory and
does not call for any comments.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Internal Auditor

Pursuant to the provisions of Section 138(1) of the Act, your
Board of Directors had appointed M/s Garg Narender &
Co., Chartered Accountants, as the Internal Auditor of the
Company for the financial year 2024-25. Subsequently, the
firm tendered its resignation from the position of Internal
Auditor with effect from 12th February, 2025.

Following this, your Board appointed M/s GARV &
Associates, Chartered Accountants, as the Internal Auditor
of the Company for the remaining period from 1^st January,
2025 to 31^st March, 2025.

The Internal Auditor reports directly to the Audit
Committee, and the Internal Audit Reports are placed
before the Audit Committee at its meetings for review and

necessary guidance. The internal audit process serves as an
independent and objective evaluation of your Company's
internal controls, risk management, and governance
processes.

Cost Auditor

The Company is taking the adequate measures to maintain
the cost records as per Section 148 of the Companies Act,
2013.

There have been no instances of fraud reported by the
Statutory Auditor, Secretarial Auditor or Internal Auditor,
to the Audit Committee under Section 143(12) of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review, your Company has complied
with the applicable Secretarial Standard-1 and 2 relating to
"Meeting of Board of Directors" and "General Meetings",
respectively, issued by The Institute of Company Secretaries
of India and notified by the Ministry of Corporate Affairs in
terms of Section 118(10) of the Act.

STATEMENT OF DEVIATION OR VARIATION

In terms of the provisions of SEBI Listing Regulations,
your Company hereby confirms that there has been no
deviation or variation in the use of proceeds raised through
preferential issue of Share Warrants from those stated in
the objects of the offer document and the explanatory
statement to the notice of the general meeting. Further,
there is no category-wise variation between the projected
utilization of funds and the actual utilization during the year
under review.

CEO AND CFO CERTIFICATION

Mr. Rajeev Kumar, Chairperson & Whole Time Director and
Mr. Amit Kumar Goyal, Managing Director & Chief Financial
Officer of the Company have jointly furnished an annual
certification on financial reporting and internal controls to
the Board in terms of Regulation 17(8) of the SEBI Listing
Regulations and is attached to the Corporate Governance
Report as Annexure 2B.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of the
SEBI Listing Regulations, read with Schedule V thereto, the
Management Discussion and Analysis Report for the period
under review is appended hereto and forms part of this
Report as Annexure 5.

INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, your Company does not
have any unclaimed or unpaid dividends or corresponding
shares which are required to be transferred to the Investor
Education and Protection Fund (IEPF) pursuant to the

provisions of Section 124 and 125 of the Act, read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016.
Accordingly, no such transfer was made to the IEPF during
the financial year.

DETAILS OF NODAL OFFICER

The Board of Directors of your Company had designated Mr.
Priyarup Mukherjee, Company Secretary and Compliance
Officer, as the Nodal Officer, and Mr. Anil Kumar Apat,
Chief Financial Officer, as the Deputy Nodal Officer for
communication with the Investor Education and Protection
Fund (IEPF) Authority. Following their resignation from the
Company, your Board, at its meeting held on 12^th February,
2025, appointed Mr. Amit Kumar Goyal, Managing Director
and Chief Financial Officer, as the new Nodal Officer.

PEOPLE AND CULTURE

Your Company recognises that its people are its greatest
asset. A culture of performance, continuous learning,
integrity, collaboration, and respect remains central to your
Company's success. During the period under review, your
Company continued to invest in employee development
through various training, upskilling, and engagement
initiatives, aimed at nurturing talent and fostering a
productive and inclusive workplace. Your Board places
on record its sincere appreciation for the dedication,
commitment, and contribution of all employees across
levels, whose efforts have enabled the Company to achieve
sustained growth and operational excellence.

ENVIRONMENT AND SUSTAINABILITY

Your Company remains committed to conducting
its business in an environmentally responsible and
sustainable manner. Sustainability is embedded into the
Company's operations, with continuous efforts directed
towards optimizing resource consumption, reducing
carbon footprint and promoting energy efficiency across

all functions. Initiatives undertaken during the year
included waste minimization, responsible sourcing, water
conservation, and awareness drives aimed at fostering an
environmentally conscious culture. Your Company actively
aligns with global sustainability goals and complies with
all applicable environmental regulations, reaffirming its
dedication to a greener and more sustainable future.

ACKNOWLEDGEMENT

Your Directors expresses their sincere gratitude to all
employees, customers, vendors, investors, and academic
partners for their unwavering support and trust in your
Company. Your Board also extends its thanks to the
Government of India, State Governments and various
regulatory authorities and departments for their continued
co-operation and assistance.

Your Directors place on record their deep appreciation
for the dedication, professionalism, and commitment
demonstrated by all members of the RDB family, whose
efforts have been instrumental in your Company's progress.
Their unity, competence, and integrity continue to be the
foundation of the Company's success. The Board looks
forward to their continued engagement and support in the
years ahead.

For RDB Infrastructure and Power Limited
(Formerly known as RDB Realty & Infrastructure Limited)

Sd/-

Rajeev Kumar

Place: Kolkata Chairperson & Whole Time Director

Date: 06^th August, 2025 DIN: 07003686