Company Overview

Key Financial Figures

Standalone Performance (₹ in lakhs):

  • Total Revenue: ₹3,152.32 (FY25: ₹2,631.79)
  • Net Profit: ₹484.08 (FY25: ₹170.22)
  • Profit Before Tax: ₹637.23 (FY25: ₹226.74)
  • Total Expenses: ₹1,482.95 (FY25: ₹1,478.37)
  • Interest Cost: ₹1,023.26 (FY25: ₹917.12)

Consolidated Performance (₹ in lakhs):

  • Total Revenue: ₹24,302.66 (FY25: ₹9,715.99)
  • Net Profit: ₹153.30 (FY25: ₹187.17)
  • Profit Before Tax: (₹406.57) (FY25: ₹326.69)

Capital Structure Impact:

  • Authorized Capital: ₹38 crore (unchanged)
  • Paid-up Capital: Increased from ₹1,728.34 lakh to ₹2,630.84 lakh due to warrant conversions
  • Equity Shares: Increased from 1,72,83,400 to 2,63,08,400 shares

Dates of Action

  • Financial Year: 1st April 2025 to 31st March 2026
  • AGM Date: 28th September 2026 at 11:30 AM through VC/OAVM
  • Record Date for AGM: 21st September 2026
  • E-voting Period: 25th September 2026 (9:00 AM) to 27th September 2026 (5:00 PM)
  • Warrant Allotment: 13th August 2025 and 19th August 2025
  • Warrant Conversions: 22nd January 2026 (27.75 lakh shares) and 9th February 2026 (62.50 lakh shares)

Parties Involved

Board of Directors:

  • Mr. Pradeep Kumar Pugalia - Whole-time Director (re-appointed for 5 years from 2nd August 2026)
  • Mrs. Neera Chakravarty - Whole-time Director & Woman Director
  • Mr. Ravi Prakash Pincha - Non-Executive Director (retiring by rotation)
  • Mr. Sharad Kumar Bachhawat - Non-Executive & Independent Director
  • Mr. Abhay Doshi - Non-Executive & Independent Director
  • Mr. Ashok Kumar Jain - Non-Executive & Independent Director
  • Mr. Samprati Kamdar - Resigned as Non-Executive & Independent Director w.e.f. 2nd March 2026

Key Managerial Personnel Changes:

  • Mr. Bidyut Dey - CFO resigned w.e.f. 31st May 2025
  • Mr. Harsh Jhunjhunwala - Appointed CFO w.e.f. 1st June 2025, resigned w.e.f. 24th June 2026
  • Mr. Partha Banerjee - Appointed CFO w.e.f. 22nd July 2026
  • Ms. Surabhi Kumari Gupta - Company Secretary resigned w.e.f. 28th February 2026
  • Ms. Madhu Gupta - Appointed Company Secretary w.e.f. 2nd March 2026, resigned w.e.f. 16th June 2026
  • Mr. Ritik - Appointed Company Secretary w.e.f. 22nd July 2026

Auditors:

  • Statutory Auditor: M/s. L.B Jha & Co. LLP, Chartered Accountants
  • Internal Auditor: M/s Garg Narender & Co., Chartered Accountants
  • Secretarial Auditor: Mrs. Prachi Bhartia (formerly Prachi Todi), Company Secretary

Subsidiaries and Associates:

The company has 8 subsidiary companies (including 2 wholly owned), 4 LLPs as subsidiaries, 1 LLP as associate, and 1 associate company. Material subsidiaries include Raj Construction Projects Private Limited, RDB Jaipur Infrastructure Private Limited, Gupta Infrastructure (India) Private Limited, and S.D. Infrastructure and Real Estate Private Limited.

Financial and Operational Impact

Warrant Issue and Conversion:

  • Issued 1,78,30,000 share warrants at ₹87.15 each (₹10 face value + ₹77.15 premium)
  • Total issue size: ₹155,38,84,500
  • Received 25% upfront payment: ₹38,84,71,125
  • Converted 90,25,000 warrants receiving balance 75%: ₹58,98,96,562
  • 88,05,000 warrants remaining outstanding for conversion within 18 months

Dividend and Reserves:

  • No dividend recommended for FY 2025-26 to conserve resources
  • No amount transferred to reserves

Related Party Transactions:

  • Material transactions with RDB Bhopal Hospitality Private Limited and RDB Anekant LLP
  • All transactions in ordinary course of business at arm's length

Capital Structure Impact

  • Pre-conversion shares: 1,72,83,400 equity shares
  • Post-conversion shares: 2,63,08,400 equity shares
  • Dilution impact: Resulting dilution not quantified in disclosure
  • Warrants outstanding: 88,05,000 warrants convertible into equivalent equity shares

Cash Flow Implications

  • Cash inflow from warrant issue: ₹97.84 crore total funds raised
  • Utilization: ₹63.90 crore for debt repayment, ₹33.94 crore for general corporate purposes
  • Cash and cash equivalents: ₹473.22 lakh (FY25: ₹6.49 lakh)

Secretarial Audit Observations

Mrs. Prachi Bhartia's secretarial audit report noted:

  • Non-disclosure of Gupta Infrastructure (India) Private Limited as material subsidiary
  • Board's Report uploaded to stock exchange signed by only one director instead of two
  • Disclosures not made in prescribed format under SEBI Circular
  • Non-disclosure of corporate guarantee provided to RDB Anekant LLP to stock exchange

The company has initiated corrective measures for these observations.

Corporate Governance

  • Board met 9 times during FY 2025-26
  • All independent directors submitted independence declarations
  • Familiarization programs conducted for independent directors
  • Whistleblower mechanism operational, no complaints received
  • No sexual harassment complaints received during the year

Credit Rating

Acuite assigned long-term rating of 'ACUITE BBB' and short-term rating of 'ACUITE A3+' with stable outlook.

Forward-looking Statements

The Management Discussion & Analysis contains forward-looking statements about industry opportunities, threats, and company outlook, subject to risks and uncertainties.

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