Nature of the Disclosure

This is a regulatory filing pursuant to Regulation 30 read with Part-A of Schedule-III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It contains the notice for the 31st Annual General Meeting (AGM) of RDB Rasayans Limited.

AGM Information

  • Meeting Date: Thursday, 20th August, 2026
  • Time: 12:30 P.M. IST
  • Mode: Video Conferencing / Other Audio Visual Means (VC/OAVM), in compliance with MCA circulars (latest being 03/2025 dated September 22, 2025). The registered office in Kolkata is the deemed venue.
  • Record Date: 13th August, 2026 (for determining members eligible to vote).
  • E-voting Period: Remote e-voting begins on Monday, 17th August, 2026 at 09:00 A.M. and ends on Wednesday, 19th August, 2026 at 05:00 P.M.
  • Scrutinizer: Mrs. Mausami Sengupta, Practicing Company Secretary (ACS No. 28678, CP No. 24059), has been appointed to scrutinize the voting process.

Business to be Transacted

Ordinary Business

1. Adoption of Financial Statements: To receive, consider, and adopt the Audited Financial Statements for the year ended 31st March, 2026, including the Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, and reports of the Board of Directors and Auditors.

2. Appointment of Director: To appoint a director in place of Mrs. Pragya Baid (DIN: 06622497), who retires by rotation and offers herself for reappointment.

Special Business

3. Approval of Material Related Party Transactions (Ordinary Resolution):

  • Purpose: To obtain member approval for entering into contracts/arrangements/transactions with ten specified Related Parties.
  • Related Parties: RDB Infrastructure and Power Limited, RDB Real Estate Constructions Limited, Loka Properties Private Limited, RDB Bhopal Hospitality Pvt Ltd, RDB Primarc Techno Park LLP, Nirvana Devcon LLP, Nextel Construction LLP, Ritudhan Suppliers Private Limited, Gupta Infrastructure (India) Private Limited, and Danbro Hotels Pvt. Ltd.
  • Nature of Transactions: Providing loans, guarantees, security for loans, or any other financial accommodation.
  • Aggregate Limit: Not exceeding ₹300,00,00,000/- (Rupees Three Hundred Crores) at any point during FY 2026-27.
  • Rationale: To explore higher-yielding opportunities by investing idle funds. The transactions are stated to be at arm's length and in the ordinary course of business.
  • Approvals: Already approved by the Audit Committee and Board of Directors in their meetings held on 10th February, 2026.
  • Materiality: The proposed transaction value represents 254.77% of the company's annual consolidated turnover for the immediately preceding financial year.
  • Key Terms (as per Explanatory Statement): Loans are proposed for a tenure of 1 year at interest rates based on prevailing market conditions (stated to be 15% in the rationale). They are unsecured, with a repayment schedule within 1 month of recall. The source of funds is internal accruals.
  • Voting Restriction: As per Listing Regulations, no Related Party shall vote on this resolution.

4. Authorization under Section 185 of the Companies Act, 2013 (Special Resolution):

  • Purpose: To authorize the Board to give loans, guarantees, or provide security in connection with loans to any entity in which a director is interested, as specified in Section 185(2).
  • Utilization Condition: Such financial assistance must be utilized by the borrowing entity for its principal business activities only.
  • Rationale: To augment long-term resources and support the business requirements of entities related to directors.

5. Enhancement of Limits under Section 186 of the Companies Act, 2013 (Special Resolution):

  • Purpose: To seek shareholder approval for enhancing the company's aggregate limits for making investments, providing loans, guarantees, and securities.
  • Current Limits (as of 31st March, 2026): The maximum permissible limit under Section 186(2) is ₹229.39 Crores (100% of free reserves and securities premium account).
  • Current Utilization (as of 31st March, 2026): The aggregate value of investments, loans, guarantees, and securities provided is ₹163.07 Crores.
  • Proposed New Limit: ₹300 Crores (Indian Rupees Three Hundred Crores Only) or the statutory limit (whichever is higher).
  • Rationale: To provide enhanced financial flexibility for strategic investments, growth opportunities, and business expansion initiatives.

Voting and Attendance Procedures

  • The AGM will be held entirely through VC/OAVM. Members can join 15 minutes before and after the scheduled start time.
  • Remote e-voting is mandatory and will be provided by National Securities Depository Limited (NSDL).
  • Detailed instructions for e-voting and joining the virtual meeting are provided for shareholders holding shares in both demat and physical form.
  • Members who wish to speak or ask questions must pre-register by sending a request to investor.rasayans@rdbindia.com between 5th August, 2026 (9:00 a.m.) and 10th August, 2026 (5:00 p.m.).
  • The results of the voting will be declared by the Chairman and placed on the company's website (www.rdbgroup.in) and NSDL's website.

Other Information

  • The full Annual Report for FY 2025-26 is available on the company's website.
  • The company has designated an exclusive email ID (investor.rasayans@rdbindia.com) for investor grievances and queries.
  • Members are urged to convert physical shares to dematerialized form and update their contact details with their Depository Participants or the Registrar and Transfer Agent, Niche Technology Private Limited.