Rudrabhishek Enterprises Ltd

The financial statements for the year ended 31st March 2025 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013, as amended ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015.

Your Company is primarily engaged in the business of providing all kind of consultancy services related with infrastructure, environment, urban designing, urban housing planning, GIS, BIM & Project Management, civil designing, construction management including civil, mechanical, electrical, and all other types of erection, commissioning projects, project trading and execution of projects on turnkey basis and carry out engineering, procurement and construction contracts and turnkey contracts including at design services for all types of building, infrastructure and urban development projects for private and government agencies. The Company also provides End to End Consultancy including Marketing and Strategic Advisory Services to its Clients in India and outside India.

For F.Y 202425, your company recorded a consolidated revenue of INR 10925.28 Lac as compared to INR 10217.38 Lacs in the previous year and standalone revenue of INR 9831.86 Lac as compared to INR 9350.11 Lacs in the previous year, which in terms of growth is 7.44% and 05.44% at consolidated and standalone levels respectively, over previous year.

The Company is in the midst of expansion and your Directors are of a strong belief that future plans of the Company will improve and will enhance the present position of growth rate of the Company.

As on 01st April, 2024, the Authorised Share Capital of the Company was Rs. 20,00,00,000/ (Rupees Twenty Crores only) divided into 200,00,000 (Two Crores) Equity Shares of Rs. 10/ (Ten) each and the Paidup Share Capital of the Company was Rs. 17,34, 25,000/ (Rupees Seventeen Crores Thirty four lakhs Twenty five thousand only only) divided into 173,42,500 (One Crore Seventy three lakhs forty two thousand five hundred only) Equity Shares of Rs. 10/ (Ten)each.

During the year the Company has increased its Authorised Share Capital from Rs. 20,00,00,000/ (Rupees Twenty Crores only) divided into 200,00,000 (Two Crores) Equity Shares of Rs. 10/ (Ten) each to Rs. Rs. 30,00,00,000/ (Rupees Thirty Crores only) divided into 300,00,000 (Three Crores) Equity Shares of Rs. 10/ (Ten) each .

The Company has allotted 7,80,000 Convertible Warrants ("warrants''),each carrying a right to subscribe to one ordinary share per warrant at a price of Rs. 225 per Warrant ( "warrant price'') aggregating to Rs. 17.55 crores on a preferential basis to promoter, Promoter group and Public shareholder. The Paidup Share Capital of the Company increased from Rs. 17,34, 25,000/ (Rupees Seventeen Crores Thirty four lakhs Twenty five thousand only) divided into 173,42,500 (One Crore Seventy three lakhs forty two thousand five hundred only) Equity Shares of Rs. 10/ (Ten)each to Rs. 18,12,25,000/ (Rupees Eighteen Crores Twelve Twenty five thousand only) divided into 1,81,22,500 (One Crore Eighty One lakhs Twenty Two Thousand five hundred only) Equity Shares of Rs. 10/ (Ten) each.

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC1 is appended as "Annexure1" to the Board's report. The statement also provides details of the performance and financial position of the subsidiaries. Company has four (04) wholly owned Subsidiary Companies as on March 31,2025.

The Board of Directors have decided to retain the entire amount of profit for the financial year 202425.

In order to conserve the resources of the Company your Board has not recommended any dividend for the year ended 202425 under review and has transferred the entire amount of profit to General Reserves.

The Company is listed on National Stock Exchange of India Limited. The listing fee for the financial year 202526 has been paid to the concerned Stock Exchange.

M/s Skyline Financial Services Private Limited having its office at D153 A, 1st Floor, Okhla Industrial Area, Phase I, New Delhi110020 was appointed as Registrar and share transfer agent for the financial year 202425.

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely "www.repl.global" containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

There were no change in the nature of business & material

changes from the end of financial year to date of the board report.

During the year under review, your Company has neither accepted any deposit nor there were any amounts outstanding at the beginning of the year which were classified as Deposits as per the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Further, there were no remaining unclaimed deposits as on 31st March, 2025.

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. In this regard, the Board has also adopted such policies and procedures including Internal Control System for ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company's business processes have a strong monitoring and reporting process resulting in financial discipline and accountability.

As on 31st March, 2025, following were on the Board of the Company:

In accordance with the provisions of Act and the Articles of Association of the Company Pradeep Misra, Executive Director (DIN:01386739) is liable to retire by rotation and this AGM and is eligible for reappointment.

In terms of Section 203 of the Companies Act, 2013, Mr. Manoj Kumar is Chief Financial Officer and Mr. Rahas Bihari Panda is a Company Secretary & Compliance Officer of the Company.

Pursuant to the approval of Members at the EGM held on March 21, 2021, the Company adopted REPL ESOP Scheme 2021, in order to retain and incentivize key talent, for driving long term objectives of the Company and ensuring that employee payoffs match the long gestation period of certain key initiatives whilst simultaneously fostering ownership behavior and collaboration amongst employees. The REPL ESOP Scheme 2021 was implemented for grant of not exceeding

5,20,275 Stock Options in aggregate to entitle the grantees to acquire, in one or more tranches, not exceeding 5,20,275 Ordinary Shares in the Company.

During the FY 202324, the Company has granted 56,650 stock options out of total of 5,20,275 on 26th April 2023.

Out of the said 56,650 stock options so granted, 56,650 stock options have been vested and not exercised as on date the report.

Further during the period under review stock options granted lapsed due to non exercise.

During the year 202425, the Board of Directors met 07 times. The details of the number of meetings of the Board of Directors held during FY 202425 have been provided in detailed in the Corporate Governance Section of the Annual Report

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meeting.

32nd Annual General Meeting (AGM) of Company for F.Y 202324 was held on 26th September 2024.

For further details please refer to the Corporate Governance Report, which forms part of the Annual Report.

Currently the Company has Five Committee: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Independent Directors Committee.

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

The Company's commitment to create significant and sustainable societal value is manifest in its Corporate Social Responsibility (CSR) initiatives and its sustainability priorities are deeply intertwined with its business imperatives. The Company's focus areas are concentrated on education. In accordance with Section 135 of the Act, as amended read with Notification issued by the Ministry of Corporate Affairs ('MCA') dated 22nd January, 2021 and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is given in "Annexure2", which is annexed hereto and forms a part of the Board's Report.

The Company has set up the Pradeep Richa Educare Foundation to carry out CSR activities. During the year 202425, the Company has undertaken the CSR initiatives in the fields of promoting education. The CSR activities fall within the purview of Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The detail of the CSR Policy is also posted on the Company's website and may be accessed at the link: https://www.repl. global/csr/.

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended), a copy of the Annual Return in the prescribed format is available at https://www.repl.global/ wpcontent/uploads/2025/07/AnnualReturn202425.pdf

The details of remuneration paid to Executive Directors of the Company during the financial year 202425 is provided in MGT7 which can be accessed at https://www.repl.global/ wpcontent/uploads/2025/07/AnnualReturn202425.pdf

The Company has appointed M/S Doogar & Associates (Firm Registration No. 000561N), Chartered Accountants as Statutory Auditor of the company from the conclusion of 28th (Twentyeight) Annual General Meeting of the Company till the conclusion of the 33rd (Thirtythree) Annual General Meeting of the company

The Report given by M/s. Doogar & Associates, Chartered Accountants on the financial statement of the Company for the year 202425 is part of the Annual Report. The Notes on financial statement referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the 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)(ca) of the Act.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Pradeep Debnath &Company, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Secretarial Audit Report is selfexplanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial 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)(ca) of the Act.

During the Financial Year, your Company has complied with applicable Secretarial Standards i.e. SS1 and SS 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31, 2025 is enclosed as Annexure 3 to this Report.

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed there under, your Company has appointed M/s. Sanjeev Neeru & Associates, Chartered Accountants, as the Internal Auditors of the Company for Financial year 202425 and takes their

suggestions and recommendations to improve and strengthen the internal control systems.

The Company has complied with all the applicable Secretarial Standards in the Financial Year 202425.

In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company which are reportable frauds under Section 141 of Companies Act, 2013 given by the Auditors to the Central Government as well as nonreportable frauds during the year 202425.

Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Secretarial Auditors confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Integrated Annual Report.

However, Management Discussion and Analysis Report and CEO/CFO certificate as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) is attached and form part of the Annual Report.

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Independent Directors in line with the Companies Act, 2013. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.repl.global. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or reenactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/Board/ Committees was carried out and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and on selfevaluation basis.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).

A separate meeting of the independent directors ("Annual

Independent Directors meeting") was convened, which reviewed the performance of the Board (as a whole), the NonIndependent directors and the Chairman. After convening the Annual Independent director meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole; performance of the nonindependent directors and performance of the Board Chairman.

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy is available on the company's website at http://www.repl.global/investor zone/policies/.

The Company has laid down the procedures to inform Board Members about risk assessment and minimization procedures. The Board of Directors of the Company has also framed risk management policy which is adopted across all the departments of the Company in an inclusive manner.

The aim of this policy is not to eliminate risks, rather to manage the risks involved in the Company activities to maximize opportunities and minimize adversity by considering the following:

¦ Identification of risk, define ownership with clearly defined roles and responsibilities;

¦ Balance between the cost of managing risk and the anticipated benefits;

¦ Contributing to more efficient use/allocation of capital and resources;

¦ To encourage and promote an proactive approach towards risk management;

¦ Identifying any unmitigated risks and formulating action plans for its treatment through regular review.

Complete details of loan(s) given, investment(s) made & Guarantees given are provided in the financial statement.

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC2 is not required. Further, there are no materially significant Related Party Transactions during the year under review 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.

All Related Party Transactions are placed before the Audit Committee for approval.

The Policy on Related Party Transactions duly approved by the Board of Directors of the Company is posted on the Company's website and may be accessed at the link: (http://www.repl. global/investorzone/policies/).

Members may please note that as per the provisions of Sections 124 & 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred to the Investor Education & Protection Fund.

Details of unclaimed dividends and the due dates on which those are liable to be transferred to the Investor Education & Protection Fund are given below:

c) that Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that the Company had laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

f) that proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company.

During the period under review, there were no significant and material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and Company's operations in future.

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors of the Company to the best of our knowledge and belief and according to the information and explanations obtained by us, we Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 state that:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure were made for the same;

b) that Directors 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 the period ended on March 31,2025;

The Company upon recommendation of Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The policy covering these requirements available on website of the company under the heading investor zone at www.repl.global.

In view of the nature of activities being carried out by the Company, the disclosure concerning energy conservation measures, technology absorption and Research & Development efforts are not applicable to the Company.

Further during the year under review, Company has no Foreign exchange earnings and outgo.

The Company believes that the development of employees is one of the most important enablers for an organization. This is being done at both individual and team levels. Sustained development of its employees, both professional and personal,

is the hallmark of human resource policies. The Company value its Human Resources and is committed to ensure employee satisfaction, development and growth.

The Company is working towards developing a culture of nurturing leaders, encouraging creativity and openness. Cordial industrial relations and improvements in productivity were maintained at all of the Company's Offices during the year under review.

The information required under Section 197 of the Act and the Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company.

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 202425:

Median Salary (Annual) of employees for the Financial Year 202425 is Rs.2,31,489/.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 202425:

c. The percentage increase in the median remuneration of employees in the financial year 202425 is 0.7%.

d. The number of permanent employees on the rolls of company as on 31st March, 2025 are 122

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel in 202425 is 4%.

f. The Company hereby affirms that the remuneration is as per the remuneration policy of the Company

The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

B. Employee in the Company in receipt of NIL

C. Employees in the Company who employed NIL

D. Employee in the Company who employed NIL

The Company has in place an AntiSexual Harassment Policy in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. However, no complaint was received during the year under review.

As a responsible corporate citizen, the Company supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Shareholders at their email address previously registered with the DPs and RTAs. To support the 'Green Initiative, Members who have not registered their email addresses are requested to register the same with the Company's Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circulars and SEBI Circulars, copies of the Notice of the 33rd AGM and the Annual Report of the Company for the financial year ended 31st March 2025 including therein the Audited Financial Statements for the year 202425, are being sent only by email to the Members

Your Directors wishes to place on record its thanks and gratitude to the shareholders, dealers, customers, Central and State Government Departments, Organizations, Agencies and other business partners for their continued trust and cooperation extended by them. Your Directors further takes this opportunity to express its sincere appreciation for all the efforts put in by the employees of the Company at all levels in achieving the results and hope that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

Key Financial Ratios for the financial year ended 31st March 2023, are provided in the Management Discussion and Analysis Report given in "Annexure 4', which is annexed hereto and forms a part of the Board's Report.