Raja Bahadur International Ltd

TO THE MEMBERS

Your Directors have pleasure in submitting their 98^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

FINANCIAL RESULTS

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

Rs. in Lakhs

STATE OF COMPANY'S AFFAIRS

Your Directors are pleased to state that:-

1. The Company had launched the Commercial Tower-1 ("CT-1") project, to augment its retail offering the construction of which was completed during the year under review. This project got a strong market response and the leasing of the same is completed.

2. The Company's next project known as "RB-101, is under development in full swing.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR 2023-24

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 2023-24.

DIVIDEND

To conserve the resources your directors do not recommend dividend on the equity shares of the Company for the financial year 2023-24.

i. Industry Review, Developments and Outlook

The Company is focused on Commercial Real Estate, with particular focus on Office and Retail Segment. This year under review continued to see increasingly strong demand for commercial real estate in Pune.

ii. Opportunities and Threats

India's strong macroeconomic performance and financial sector stability has augured well for the real estate sector in India and particularly in Pune. 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.

However the Company's results are subject to risks of market, 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.

iv. Key Financial Ratios Analysis

v. Risks and Concerns

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.

vii. Financial Performance

During the year under review Company's operational income is Rs.2,122.71 lakhs (previous year 1,887.74 lakhs) and other income is Rs. 178.63 lakhs (previous year Rs. 90.95 lakhs). Company has generated a profit of Rs. 117.80 lakhs (previous year Loss of Rs. 625.57 lakhs).

viii. Material development in Human Resources

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Shridhar Pittie (DIN No.: 00562400), 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. He was re-appointed as Chairman & Managing Director of the Company for a period of three years with effect from June 30, 2023 by the Board at its meeting held on May 30, 2023.

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. Nayankumar C. Mirani (DIN No.: 00045197), Mr. Mohan V. Tanksale (DIN No.: 02971181), Mr. Sandeep G. Gokhale 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 2023-24, six board meetings were convened and held i.e on 30.05.2023, 11.08.2023, 15.09.2023, 07.11.2023, 29.11.2023 and 14.02.2024. 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, 2024, 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, 2024 and of the profit 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, 2024 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 2023-24.

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 and accordingly the maintenance of cost records as specified by the Central Government under subsection (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 2023-24.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2024-2025.

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.