Directors Report of Rudrabhishek Enterprises Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 33rd Annual Report on the affairs of the Company together with the Audited Financial
Statements for the financial year ended 31st March, 2025 ("year under review").

1) FINANCIAL RESULTS/SUMMARY

The Financials Results of the Company for the year April 01,2024 to March 31,2025 are given below:

PARTICULARS	2024-25		2023-24
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	9700.51	10796.53	9198.74	10058.24
Other Income	131.33	128.75	151.37	159.14
Total Revenue	9831.86	10925.28	9350.11	10217.38
Less: Expenses	7902.02	8958.34	7579.21	8321.67
Profit before Exceptional, Extraordinary Items & Taxation	1929.84	1966.93	1770.90	1895.71
Extraordinary Items	-	-	-	-
Profit Before Tax	1929.84	1966.93	1770.90	1895.71
Less: Current tax	557.55	592.87	486.45	515.00
Less: Tax of Earlier year	3.76	2.38	9.34	10.38
Deferred Tax (Liability)	46.49	23.80	17.83	14.26
Profit (Loss) for the year	1329.55	1353.09	1311.62	1405.35

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.

2) PERFORMANCE REVIEW AND STATE OF COMPANY AFFAIRS

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 2024-25, 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.

3) SHARE CAPITAL 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 Paid-up 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
Paid-up 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.

4) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE
COMPANY/ AND AUDITED FINANCIAL STATEMENTS OF
THE COMPANY

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

11) PUBLIC DEPOSITS

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.

12) ADEQUACY OF INTERNAL FINANCIAL CONTROL

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.

13) COMPOSITION OF BOARD OF DIRECTORS & KEY
MANAGERIAL PERSONNEL (KMP) AND CHANGES AMONG
THEM DURING THE YEAR UNDER REVIEW

Directors:

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

S. No.	Name of Director(s)	DIN	Designation
1.	Mr. Pradeep Misra	01386739	Chairman & Managing Director
2.	Ms. Richa Misra	00405282	Whole-time Director
3.	Mr. Prajjwal Misra	08494018	Non-Executive Director
4.	Mr. Vinod Tiku	01717666	Independent Director
5.	Mr. Tarun jain	07940978	Independent Director
6.	Mr. Himanshu Garg	08010105	Independent Director
7.	Ms. Shikha Mehra Chwla	10559271	Independent Director

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
AOC-1 is appended as "Annexure-1" 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.

Cin	Name of Companies	Relationship	% of Holding
U72900DL2012PTC245563	RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED	WHOLLY OWNED SUBSIDIARY	100
U74200DL2011PTC212735	RUDRABHISHEK ARCHITECTS AND DESIGNERS PRIVATE LIMITED	WHOLLY OWNED SUBSIDIARY	100
U71100DL2023PTC423317	RUDRABHISHEK GEO ENGINEERING PRIVATE LIMITED	WHOLLY OWNED SUBSIDIARY	100%
U71100DL2024PTC438372	RUDRABHISHEK TECHNO CONSULTANCY PRIVATE LIMITED	WHOLLY OWNED SUBSIDIARY	100%

5) TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire
amount of profit for the financial year 2024-25.

6) DIVIDEND

In order to conserve the resources of the Company your Board
has not recommended any dividend for the year ended 2024¬
25 under review and has transferred the entire amount of
profit to General Reserves.

7) LISTING ON STOCK EXCHNAGE

The Company is listed on National Stock Exchange of India
Limited. The listing fee for the financial year 2025-26 has been
paid to the concerned Stock Exchange.

8) REGISTRAR AND TRANSFER AGENT OF THE COMPANY

M/s Skyline Financial Services Private Limited having its office
at D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New
Delhi-110020 was appointed as Registrar and share transfer
agent for the financial year 2024-25.

9) WEBSITE OF COMPANY:

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.

10) CHANGE IN THE NATURE OF BUSINESS & MATERIAL
CHANGES BETWEEN THE END OF FINANCIAL YEAR AND
DATE OF THE BOARD REPORT

There were no change in the nature of business & material

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 re-appointment.

Key Managerial Personnel:

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.

14) REPL EMPLOYEES STOCK OPTION SCHEME-202

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 driv¬
ing long term objectives of the Company and ensuring that
employee payoffs match the long gestation period of certain
key initiatives whilst simultaneously fostering ownership be¬
havior 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 2023-24, 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.

15) NUMBER OF MEETINGS OF THE BOARD

During the year 2024-25, the Board of Directors met 07 times.
The details of the number of meetings of the Board of Directors
held during FY 2024-25 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.

16) GENERAL MEETING OF COMPANY

32nd Annual General Meeting (AGM) of Company for F.Y 2023¬
24 was held on 26th September 2024.

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

17) COMMITTEES OF THE BOARD

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.

17) CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 "Annexure-2", 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 2024¬
25, 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/.

18) ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administra¬
tion) Rules, 2014, (as amended), a copy of the Annual Return in
the prescribed format is available at https://www.repl.global/
wp-content/uploads/2025/07/Annual-Return-2024-25.pdf

19) REMUNERATION OF DIRECTOR

The details of remuneration paid to Executive Directors of
the Company during the financial year 2024-25 is provided
in MGT-7 which can be accessed at https://www.repl.global/
wp-content/uploads/2025/07/Annual-Return-2024-25.pdf

20) AUDITORS

A. STATUTORY AUDITORS

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 (Twenty-eight) Annual General Meeting of the
Company till the conclusion of the 33rd (Thirty-three)
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 2024-25 is part of the Annual Report. The
Notes on financial statement referred to in the Auditors''
Report are self-explanatory 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.

B. SECRETARIAL AUDITORS

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 self-explanatory 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. SS-1 and SS-
2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.

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

C. INTERNAL AUDITORS

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 & Associ¬
ates, Chartered Accountants, as the Internal Auditors of
the Company for Financial year 2024-25 and takes their

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

21) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial
Standards in the Financial Year 2024-25.

22) DISCLOSURE OF FRAUDS AGAINST THE COMPANY

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 non-reportable frauds during the year
2024-25.

23) CORPORATE GOVERNANCE REPORT, MANAGEMENT
DISCUSSION & ANALYSIS AND OTHER INFORMATION
REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015

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.

24) DECLARATION BY INDEPENDENT DIRECTORS

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.

25) BOARD EVALUATION

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 re-enactment(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 self-evaluation 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 Non¬
Independent 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
non-independent directors and performance of the Board
Chairman.

26) NOMINATION AND REMUNERATION POLICY

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/.

27) RISK MANAGEMENT POLICY

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 pro-active approach
towards risk management;

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

28) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE &
GUARANTEES GIVEN

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

29) PARTULARS OF CONTRACTS OR ARRANGEMENTS RELATED
PARTIES

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 AOC-2 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/investor-zone/policies/).

30) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND(IEPF)

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 ac¬
cordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for prevent¬
ing 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 finan¬
cial 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 compli¬
ance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

Year of Dividend	No. of shareholders who have not unclaimed	Unclaimed Amount (Rs.)	Date of Declaration	Date of Transfer to unpaid account	Last date to transfer to IEPF
2017-18	8	Rs. 15000	28.09.2018	29.10.2018	28.10.2025
2018-19	8	Rs. 16500	26.09.2019	29.10.2019	28.10.2026
2019-20	2	Rs. 1500	28.09.2020	29.10.2020	28.10.2027
2020-21	68	Rs.10950.60	29.09.2021	29.10.2021	28.10.2028
2021-22	Dividend Not Declared
2022-23	Dividend Not Declared
2023-24	Dividend Not Declared
2024-25	Dividend Not Declared

31) INSIDER TRADING REGULATIONS

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.

32) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS OR TRIBUNALS

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.

33) DIRECTORS'' RESPONSIBILITY STATEMENT

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 appli¬
cable 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;

34) COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE
OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER
SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES
ACT, 2013

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.

35) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARN¬
ING AND OUTGO

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 For¬
eign exchange earnings and outgo.

36) HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RE¬
LATIONS

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.

37) PARTICULARS OF EMPLOYEES

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
2024-25:

Sr. No.	Name of Director	Designation	Ratio to Median Remuneration
1.	Mr. Pradeep Misra	Chairman & Managing Director	36:1
2.	Mrs. Richa Misra	Whole-time Director	15:1
3.	Mr. Prajjwal Misra	Director	NA
4.	Mr. Himanshu Garg	Independent Director	NA
5.	Mr. Tarun Jain	Independent Director	NA
6.	Mr. Vinod Tiku	Independent Director	NA
7.	Ms. Shikha Mehra Chawla	Indepenent Director	NA

Median Salary (Annual) of employees for the Financial Year 2024-25 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 2024-25:

Sr. No.	Name of Director	Designation	% Increase in remuneration
1.	Mr. Pradeep Misra	Chairman & Managing Director	0%
2.	Mrs. Richa Misra	Whole-time Director	0%
3.	Mr. Prajjwal Misra	Director	0%
4.	Mr. Himanshu Garg	Independent Director	0%
5.	Mr. Tarun Jain	Independent Director	0%
6.	Mr. Vinod Tiku	Independent Director	0%
7.	Ms. Shikha Mehra Chwla	Independent Director	0%
8.	Mr. Rahas Bihari Panda	Company Secretary& Compliance Officer	15%
9.	Mr. Manoi Kumar	Chief Financial Officer	0%

c. The percentage increase in the median remuneration of employees in the financial year 2024-25 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 2024-25 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.

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules,
2014 in respect of employees of the Company, is as follows:-

A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2024-25 are as:

S. No	Name of Employee	Date of Joining	Gross Remu¬ neration (in Rs.)-PA	Qualification	Age (in years)	Experi¬ ence (in years)	Last Employment	Designation
1	Pranay Kumar	03/04/2023	8680497	B.Tech-1988, MBA-2010	57	35 Years	Mott MacDonald	Executive Director
2	Anil Kumar Pandey	27/09/2023	4045942	B.Tech(Civil)/Diploma (PMP Certified)-2015	57	30 Years	Spectrum@ Metro Private Limited	Project-Director
3	Prabhakar Kumar	13/07/2015	3970344	BA (Geography) MA (Geography) M.Plan (Regional)	46	14 Years	ICT Pvt Ltd	Assistant Vice President-Planning
4	Abhinav Niranjan	02/11/2015	3487608	PGD-Management	47	20 Years	Unicon financial Intermediaries Pvt. Ltd.	AVP-Marketing & Communications
5	Manoj Kumar	14/12/2015	3440258	M.Com, MBA-2007	50	29 Years	Earth Infrastructure Ltd.	Chief Financial Officer
6	Kunal Sawhney	01/05/2019	3017509	LLB-2009, LLM-2013	38	12 Years	Paarth Infra Build Pvt. Ltd.	Sr. Manager- Legal
7	Nilesh Jain	09/10/2019	2973312	B.Com and ICWAI	37	16 Years	IM Capitals Ltd	Deputy General Manager-Finance
8	Rahas Bihari Panda	01/09/2023	2578873	Company Secretary-2008	47	17.5 Years	Indian technomac company limited	Company Secretary
9	Vivek Anand	01/03/2024	2333508	B.Arch-2010	39	15.5 Years	Confluence Consultancy Service	Senior Project Manager
10	Dinesh Sharma	01/06/2019	2252496	B .Tech(Civil)	42	24 Years	IPE Global LTD.	DGM-Infrastructure Services

B. Employee in the Company in receipt of NIL

remuneration for that year which, in the aggregate,

was not less than one crore and two lakh rupees

C. Employees in the Company who employed NIL

throughout the financial year or part thereof, was

in receipt of remuneration for any part of that year,
at a rate which, in the aggregate, was not less than
Eight lakh and fifty thousand rupees per month

D. Employee in the Company who employed NIL

throughout the financial year or part thereof,

was in receipt of remuneration in that year which,
in the aggregate, or the case may be at a rate
in aggregate, or as the case may be,in excess of
that drawn by the managing director or whole¬
time director or manager and holds by himself or
along with his spouse and dependent children, not
less than two percent of the equity shares of the
company.

38) 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 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.

39) KEY FINANCIAL RATIOS

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.

40) GREEN INITIATIVE

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 e-mail 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 2024-25, are being sent only by email to the Members

41) ACKNOWLEDGEMENT

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
co-operation 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.

For and on behalf of the Board
RUDRABHISHEK ENTERPRISESLIMITED

Pradeep Misra
(Chairman & Managing Director)
DIN: 01386739
Address: Sadhika Farm Mall Road
Place: Noida Behind Sec-D III, Vasant Kunj

Date : 07/08/2025 Park Lane New Delhi -110070

---

Mar 31, 2024

Your Directors have pleasure in presenting the 32nd Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024 ("year under review").

1) FINANCIAL RESULTS/SUMMARY

The Financials Results of the Company for the year April 01,2023 to March 31,2024 are given below:				( Rs. In Lac.)
PARTICULARS	2023-24		2022-23
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	9198.74	10058.24	8426.34	8895.42
Other Income	151.37	159.14	338.88	338.01
Total Revenue	9350.11	10217.38	8796.22	9233.43
Less: Expenses	7579.21	8321.67	7231.23	7617.34
Profit before Exceptional, Extraordinary Items & Taxation	1770.90	1895.71	1564.94	1616.09
Extraordinary Items	-	-	-	-
Profit Before Tax	1770.90	1895.71	1564.94	1616.09
Less: Current tax	486.45	515.00	346.96	367.37
Less: Tax of Earlier year	9.34	10.38	16.17	15.88
Deferred Tax (Liability)	17.83	14.26	68.39	62.37
Profit (Loss) for the year	1311.62	1405.35	1165.76	1202.23

The financial statements for the year ended 31st March 2024 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.

2) PERFORMANCE REVIEW AND STATE OF COMPANY AFFAIRS

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 2023-24, your company recorded a consolidated revenue of INR 10058.24 Lac as compared to INR 8895.42 Lacs in the previous year and standalone revenue of INR 9198.74 Lac as compared to INR 8426.34 Lacs in the previous year, which in terms of growth is 13.07% and 09.16% 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.

3) SHARE CAPITAL OF THE COMPANY

As on 01st April, 2023, 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 Paid-up 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 issued 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. An amount equivalent to 25% of the warrant price was paid at the time of subscription and the balance 75% of the Warrant price shall be payable by the Warrant holder against each warrant at the time of allotment of Ordinary Shares pursuant to exercise of the options attached to Warrant(s) to subscribe to Ordinary Share(s). The warrants can be exercised within 18 months from the date of allotment. The amount of ''Rs. 4,38,75,000 has been received and is utilized for repayment of working capital. The Company has utilized amount of Rs. 4,38,75,000 as at March 31,2024.

4) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ AND AUDITED FINANCIAL STATEMENTS OF THE COMPANY

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 AOC-1 is appended as "Annexure-1" to the Board''s report. The statement also provides details of the performance and financial position of the subsidiaries. Company has two (02)

wholly owned Subsidiary Companies and 01 ( one) subsidiary Company as on March 31,2024.

Cin	Name Of Companies	Relationship	% of Holding
U72900DL2012PTC245563	RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED	WHOLLY OWNED SUBSIDIARY	100
U74200DL2011PTC212735	RUDRABHISHEK ARCHITECTS AND DESIGNERS PRIVATE LIMITED	WHOLLY OWNED SUBSIDIARY	100
U71100DL2023PTC423317	RUDRABHISHEK GEO ENGINEERING PRIVATE LIMITED	SUBSIDIARY	51%

During the FY 2023-24, the following changes have taken place in subsidiary Companies:

Rudrabhishek Enterprises Limited acquired 100% stake in Rudrabhishek Architects and Designers Private Limited on 07th December 2023.

Rudrabhishek Geo Engineeing Private Limited is a joint Venture of Rudrabhishek Enterprises Limited and Geo Engineering Company Private Limited incorporated on 30th November 2023 .

5) TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for the financial year 2023-24.

6) DIVIDEND

In order to conserve the resources of the Company your Board has not recommended any dividend for the year ended 202324 under review and has transferred the entire amount of profit to General Reserves.

7) LISTING ON STOCK EXCHNAGE

The Company is listed on National Stock Exchange of India Limited. The listing fee for the financial year 2024-25 has been paid to the concerned Stock Exchange.

8) REGISTRAR AND TRANSFER AGENT OF THE COMPANY

M/s Skyline Financial Services Private Limited having its office at D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi-110020 was appointed as Registrar and share transfer agent for the financial year 2023-24.

9) WEBSITE OF COMPANY:

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.

10) CHANGE IN THE NATURE OF BUSINESS & MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT

There were no change in the nature of business & material changes from the end of financial year to date of the board report.

11) PUBLIC DEPOSITS

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, 2024.

12) ADEQUACY OF INTERNAL FINANCIAL CONTROL

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.

13) COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) AND CHANGES AMONG THEM DURING THE YEAR UNDER REVIEW

Directors:

As on 31st March, 2024, following were on the Board of the Company:

S. No.	Name of Director(s)	DIN	Designation
1.	Mr. Pradeep Misra	01386739	Chairman & Managing Director
2.	Ms. Richa Misra	00405282	Whole-time Director
3.	Mr. Prajjwal Misra	08494018	Non-Executive Director
4.	Mr. Vinod Tiku	01717666	Independent Director
5.	Mr. Tarun jain	07940978	Independent Director
6.	Mr. Himanshu Garg	08010105	Independent Director

Appointment / Re-appointment

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Ms. Shikha Mehra Chawla (DIN: 10559271) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5 years from May 20, 2024 to May 19, 2029 (both days inclusive), the Members of the Company approved the appointment of Ms. Shikha Mehra Chawla on 07th August 2024 through postal ballot .

In accordance with the provisions of Act and the Articles of Association of the Company Richa Misra, Executive Director (DIN:00405282) is liable to retire by rotation and this AGM and is eligible for re-appointment.

Key Managerial Personnel:

Mr. Vikas Gupta, Company Secretary was replaced by Mr. Rahas Bihari Panda w.e.f 10th November 2023.

Besides this there was no change in Key Managerial Personnel.

14) REPL EMPLOYEES STOCK OPTION SCHEME-2021

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 2023-24, the Company has granted 56,650 stock options out of total of 5,20,275 on 26th April 2023.

15) NUMBER OF MEETINGS OF THE BOARD

During the year 2023-24, the Board of Directors met 07 times. The details of the number of meetings of the Board of Directors held during FY 2023-24 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.

16) GENERAL MEETING OF COMPANY

31st Annual General Meeting (AGM) of Company for F.Y 202223 was held on 21st September 2023.

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

17) COMMITTEES OF THE BOARD

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.

17) CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 ''''Annexure-2'''', 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 202324, 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/.

18) ANNUAL RETURN

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 www.repl.global

19) REMUNERATION OF DIRECTOR

The details of remuneration paid to Executive Directors of the Company during the financial year 2023-24 is provided in MGT-7 which can be accessed at www.repl.global

20) AUDITORS

A. STATUTORY AUDITORS

DOOGAR & ASSOCIATES Chartered Accountant were appointed as statutory auditor of the Company for a term of 05(five) Consecutive years, at the Annual General Meeting held on 28th September 2020. The auditors have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Report given by M/s. Doogar & Associates, Chartered Accountants on the financial statement of the Company for the year 2023-24 is part of the Annual Report. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory 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.

Further, the requirement of seeking ratification of appointment of statutory auditors by members at every Annual General Meeting has been done away with vide Companies (Amendment) Act, 2018 notified wef May 7, 2020, issued by Ministry of Corporate Affairs.

B. SECRETARIAL AUDITORS

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 self-explanatory 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. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024 is enclosed as Annexure- 3 to this Report.

C. INTERNAL AUDITORS

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 2023-24 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

21) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2023-24.

22) DISCLOSURE OF FRAUDS AGAINST THE COMPANY

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 non-reportable frauds during the year 2023-24.

23) CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2016

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.

24) DECLARATION BY INDEPENDENT DIRECTORS

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.

25) BOARD EVALUATION

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 re-enactment(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 self-evaluation 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 non-independent directors and performance of the Board Chairman.

26) NOMINATION AND REMUNERATION POLICY

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/.

27) RISK MANAGEMENT POLICY

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 pro-active approach towards risk management;

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

28) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE & GUARANTEES GIVEN

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

29) PARTULARS OF CONTRACTS OR ARRANGEMENTS RELATED PARTIES

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 AOC-2 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/investor-zone/policies/).

30) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

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:

31) INSIDER TRADING REGULATIONS

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

at the end of the financial year and of the profit of the Company for the period ended on March 31,2024;

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.

34) COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES ACT, 2013

Year of Dividend	No. of shareholders who have not claimed	Unclaimed Amount (Rs.)	Date of Declaration	Date of Transfer to unpaid account	Last date to transfer to IEPF
2017-18	8	Rs. 15000	28.09.2018	29.10.2018	28.10.2025
2018-19	8	Rs. 16500	26.09.2019	29.10.2019	28.10.2026
2019-20	2	Rs. 1500	28.09.2020	29.10.2020	28.10.2027
2020-21	68	Rs.10950.60	29.09.2021	29.10.2021	28.10.2028
2021-22	Dividend Not Declared
2022-23	Dividend Not Declared
2023-24	Dividend Not Declared

the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company.

32) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

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.

33) DIRECTORS'' RESPONSIBILITY STATEMENT

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

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.

35) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARNING AND OUTGO

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.

36) HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

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 de-

velopment 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.

37) PARTICULARS OF EMPLOYEES

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 2023-24:

S. No.	Name of Director	Designation		Ratio to Median Remuneration
1.	Mr. Pradeep Misra	Chairman & Managing Director		36:1
2.	Mrs. Richa Misra	Whole-time Director		15:1
3.	Mr. Prajjwal Misra	Director		NA
4.	Mr. Himanshu Garg	Independent Director		NA
5.	Mr. Tarun Jain	Independent Director		NA
6.	Mr. Vinod Tiku	Independent Director		NA
Median Salary (Annual) of employees for the Financial Year 2023-24 is Rs. 2,33,198/-. 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 2023-24:
S. No.	Name of Director		Designation		% Increase in remuneration
1.	Mr. Pradeep Misra		Chairman & Managing Director		0%
2.	Mrs. Richa Misra		Whole-time Director		0%
3.	Mr. Prajjwal Misra		Director		0%
4.	Mr. Himanshu Garg		Independent Director		0%
5.	Mr. Tarun Jain		Independent Director		0%
6.	Mr. Vinod Tiku		Independent Director		0%
7.	Mr. Vikas Gupta (up to Oct-23)		Company Secretary& Compliance Officer		0%
8.	Mr. Rahas Bihari Panda (From Nov-2023)		Company Secretary& Compliance Officer		12%
9.	Mr. Manoj Kumar		Chief Financial Officer		7%

c. The percentage increase in the median remuneration of employees in the financial year 2023-24. is 18%.

d. The number of permanent employees on the rolls of company as on 31st March, 2024 are 240

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 2023-24 is 10%.

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.

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules,2014 in respect of employees of the Company, is as follows:- A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2023-24 are as:
S. No	Name of Employee	Date of Joining	Gross Remuneration (in Rs.)	Qualification	Age (in years)	Experience (in years)	Last Employment	Designation
1	Pranay Kumar	03/04/2023	8514747	B.Tech-1988, CFA-2010	57	35	Mott MacDonald	Executive Director
2	Ameet Hede	15/06/2022	4719805	B.E (Civi), PGD (ACM)	47	21	Reliance Foundation (RFIER)	Business Head-Real Estate
3	Prabhakar Kumar	13/07/2015	4378798	BA (Geography) MA (Geography) M.Plan (Regional)	46	14	ICT Pvt Ltd	Assistant Vice PresidentPlanning
4	Abhinav Niranjan	02/11/2015	3954344	PGD-Management	47	20	Unicon financial Intermediaries Pvt. Ltd.	VP-Marketing & Communications
5	Manoj Kumar	14/12/2015	3681888	M.Com, MBA-2007	50	29	Earth Infrastructure Ltd.	Chief Financial Officer
6	Daleep Thusu	22/11/2021	3420054	B.Tech (Civil)-1981	64	43	J&K Projects Construction Corporation Ltd.	Regional Head-J&K
7	Nilesh Jain	09/10/2019	2870376	B.Com and ICWAI	37	16	IM Capitals Ltd	Deputy General Manager-Finance
8	Kunal Sawhney	01/05/2019	2635841	LLB-2009, LLM-2013	38	12	Paarth Infra Build Pvt. Ltd.	Assistant General - Legal
9	Dhanendra Thakur	08/11/2019	2350968	Master-City Planning-1995, B.E- Civil-1996	56	29	Intercontinental Consultants & Technocrates Pvt. Ltd.	Team Leader (General Manager Grade)
10	Deepti Mehta	14/12/2015	2216070	BA (Maths), MBA	40	16 Years	Religare Enterprises Ltd	AGM-Human Resources

A. Employee in the Company in receipt of remuneration NIL for that year which, in the aggregate, was not less than

one crore and two lakh rupees

B. Employees in the Company who employed throughout NIL the financial year or part thereof, was in receipt of remuneration for any part of that year, at a rate which,

in the aggregate, was not less than Eight lakh and fifty thousand rupees per month

C. Employee in the Company who employed throughout NIL the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate,

or the case may be at a rate in aggregate, or as the case may be,in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

38) 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 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.

39) KEY FINANCIAL RATIOS

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.

40) GREEN INITIATIVE

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 e-mail 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 32nd AGM and the Annual Report of the Company for the financial year ended 31st March 2024 including therein the Audited Financial Statements for the year 2023-24, are being sent only by email to the Members

41) ACKNOWLEDGEMENT

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 co-operation 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.

---

Mar 31, 2023

The Directors have pleasure in presenting the 31st Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2023 ("year under review").

1) FINANCIAL RESULTS/SUMMARY

The Financials Results of the Company for the year April 01,2022 to March 31,2023 are given below:

( Rs. In Lac.)
PARTICULARS	2022-23		2021-22
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	8426.34	8895.42	7294.46	7668.30
Other Income	338.88	338.01	370.79	373.55
Total Revenue	8796.22	9233.43	7665.25	8041.85
Less: Expenses	7231.28	7617.34	6390.16	6503.10
Profit before Exceptional, Extraordinary Items & Taxation	1564.94	1616.09	1275.09	1538.75
Extraordinary Items	-	-	-	-
Profit Before Tax	1564.94	1616.09	1275.09	1538.75
Less: Current tax	346.96	367.37	347.50	378.83
Less: Tax of Earlier year	-16.17	-15.88	-193.40	-193.34
Deferred Tax (Liability)/ Asset	68.39	62.37	-135.58	-136.29
Profit (Loss) for the year	1165.76	1202.23	1256.57	1489.55

The financial statements for the year ended 31st March 2023 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.

2) PERFORMANCE REVIEW AND STATE OF COMPANY AFFAIRS

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 2022-23, your company recorded a consolidated revenue of INR 9233.43 lac as compared to INR 8041.85 million in the previous year and standalone revenue of INR 8796.22 lac as compared to INR 7665.25 lac in the previous year, which in terms of growth is 14.81% and 12.85% 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.

3) SHARE CAPITAL OF THE COMPANY

As on 01st April, 2022, 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 Paid-up Share Capital of the Company was Rs. 17,34, 25,000/- (Rupees Seventeen Crores Thirty four lac 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.

After the end of the financial year on March 31, 2023, the Company has allotted 780000 fully Convertible Warrants ("warrants'''') of face value Rs.10/- each, aggregating up to Rs.78,00,000 at an issue price of Rs.225/- per warrant to the persons belonging to the promoter, promoter Group and Public on dated 14th July 2023.

4) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE COM-PANY/ AND AUDITED FINANCIAL STATEMENTS OF THE COMPANY

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 AOC-1 is appended as "Annexure-1" to the Board''s report. The statement also provides details of the performance and financial position of the subsidiaries. Company has One (01) wholly owned Subsidiary Companies as on March 31,2023.

CIN/ Regn No	Name of Companies	Relationship	% of Holding
U72900DL2012PTC245563	Rudrabhishek Infosystem Private Limited	Wholly Owned Subsidiary	100

5) TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves.

6) DIVIDEND

In order to conserve the resources of the Company your Board has not recommended any dividend for the year ended 202223 under review and has transferred the entire amount of profit to General Reserves.

7) LISTING ON STOCK EXCHNAGE

The Company is listed on National Stock Exchange of India Limited. The listing fee for the financial year 2023-24 has been paid to the concerned Stock Exchange.

8) REGISTRAR AND TRANSFER AGENT OF THE COMPANY

M/s Skyline Financial Services Private Limited having its office at D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi-110020 was appointed as Registrar and share transfer agent for the financial year 2022-23.

9) WEBSITE OF COMPANY:

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.

10) CHANGE IN THE NATURE OF BUSINESS & MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT

There were no change in the nature of business & material changes from the end of financial year to date of the board report.

11) PUBLIC DEPOSITS

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, 2023.

12) ADEQUACY OF INTERNAL FINANCIAL CONTROL

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.

13) COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) AND CHANGES AMONG THEM DURING THE YEAR UNDER REVIEW

Directors:

As on 31st March, 2023, following were on the Board of the Company:

|s. No.	Name of Director(s)	DIN	Designation
1.	Mr. Pradeep Misra	01386739	Chairman & Managing Director
2.	Ms. Richa Misra	00405282	Whole-time Director
3.	Mr. Prajjwal Misra	08494018	Non-Executive Director
4.	Mr. Vinod Tiku	01717666	Independent Director
5.	Mr. Tarun jain	07940978	Independent Director
6.	Mr. Himanshu Garg	08010105	Independent Director

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Prajjwal Mis-ra, retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his re-appointment on the Board.

Accordingly, Members'' approval is being sought at the ensuing 31st AGM for his re-appointment.

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, received by them.

There being no other change apart from mentioned above from the end of financial year to the date of notice.

Key Managerial Personnel:

There was no change in the KMPs of the Company during the year under review and from the end of financial year to the date of notice.

14) NUMBER OF MEETINGS OF THE BOARD

During the year 2022-23, the Board of Directors met 05 times. The details of the number of meetings of the Board of Directors held during FY 2022-23 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.

15) GENERAL MEETING OF COMPANY

30th Annual General Meeting (AGM) of Company for F.Y 202122 was held on 29th September 2022.

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

16) COMMITTEES OF THE BOARD

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.

17) CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 ''''Annexure-2'''', 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 2022-23, 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/.

18) ANNUAL RETURN

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/ wp-content/uploads/2023/08/MGT-7_2022-23.pdf

19) REMUNERATION OF DIRECTOR

The details of remuneration paid to Executive Directors of the Company during the financial year 2022-23 is provided in MGT-7 which can be accessed at https://www.repl.global/ wp-content/uploads/2023/08/MGT-7_2022-23.pdf

20) AUDITORSA. STATUTORY AUDITORS

DOOGAR & ASSOCIATES Chartered Accountant were appointed as statutory auditor of the Company for a term of 05(five) Consecutive years, at the Annual General Meeting held on 28th September 2020. The auditors have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Report given by M/s. Doogar & Associates, Chartered Accountants on the financial statement of the Company for the year 2022-23 is part of the Annual Report. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory 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.

Further, the requirement of seeking ratification of appointment of statutory auditors by members at every Annual General Meeting has been done away with vide Companies (Amendment) Act, 2018 notified wef May 7, 2020, issued by Ministry of Corporate Affairs.

B. SECRETARIAL AUDITORS

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 self-explanatory 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. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2023 is enclosed as Annexure- 3 to this Report.

C. INTERNAL AUDITORS

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 2022-23 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

21) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2022-23.

22) DISCLOSURE OF FRAUDS AGAINST THE COMPANY

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 non-reportable frauds during the year 2022-23.

23) CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

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.

24) DECLARATION BY INDEPENDENT DIRECTORS

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.

25) BOARD EVALUATION

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 re-enactment(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 self-evaluation 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 Directors ("Annual Independent Directors meeting") was convened, which reviewed the performance of the Board (as a whole), the Non-Independent and the Chairman. After convening the Annual Independent 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 non-independent directors and performance of the Board Chairman.

26) NOMINATION AND REMUNERATION POLICY

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/.

27) RISK MANAGEMENT POLICY

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 pro-active approach towards risk management;

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

28) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE & GUARANTEES GIVEN

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

29) PARTULARS OF CONTRACTS OR ARRANGEMENTS RELATED PARTIES

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 AOC-2 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/investor-zone/policies/).

30) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

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:

Year of Dividend	No. of shareholders who have not unclaimed	Unclaimed Amount (Rs.)	Date of Declaration	Date of Transfer to unpaid account	Last date to transfer to IEPF
2017-18	8	Rs. 15000	28.09.2018	29.10.2018	28.10.2025
2018-19	8	Rs. 16500	26.09.2019	29.10.2019	28.10.2026
2019-20	2	Rs. 1500	28.09.2020	29.10.2020	28.10.2027
2020-21	68	Rs.10950.60	29.09.2021	29.10.2021	28.10.2028
2021-22	Dividend Not Declared

31) INSIDER TRADING REGULATIONS

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.

32) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

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.

33) DIRECTORS'' RESPONSIBILITY STATEMENT

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 31,2023;

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.

34) COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES ACT, 2013

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.

35) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARNING AND OUTGO

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.

36) HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

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.

37) PARTICULARS OF EMPLOYEES

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 2022-23:

S. No.	Name of Director	Designation	Ratio to Median Remuneration
1.	Mr. Pradeep Misra	Chairman & Managing Director	43:1
2.	Mrs. Richa Misra	Whole-time Director	18:1
3.	Mr. Prajjwal Misra	Director	NA
4.	Mr. Himanshu Garg	Independent Director	NA
5.	Mr. Tarun Jain	Independent Director	NA
6.	Mr. Vinod Tiku	Independent Director	NA

Median Salary (Annual) of employees for the Financial Year 2022-23 is Rs. 1,96,577/-.

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 2022-23:

S. No.	Name of Director	Designation	% Increase in remuneration
1.	Mr. Pradeep Misra	Chairman & Managing Director	0%
2.	Mrs. Richa Misra	Whole-time Director	0%
3.	Mr. Prajjwal Misra	Director	0%
4.	Mr. Himanshu Garg	Independent Director	0%
5.	Mr. Tarun Jain	Independent Director	0%
6.	Mr. Vinod Tiku	Independent Director	0%
7.	Mr. Vikas Gupta	Company Secretary & Compliance Officer	0%
8.	Mr. Manoj Kumar	Chief Financial Officer	5%

c. The percentage increase in the median remuneration of employees in the financial year 2022-23 is 18.92%.

d. The number of permanent employees on the rolls of company as on 31st March, 2023 are 244

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 2022-23 is 3.5%.

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.

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules,2014 in respect of employees of the Company, is as follows:-

A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2022-23 are as:

S. No	Name of Employee	Date of Joining	Gross Remuneration (in Rs.)	Qualification	Age (in years)	Experience (in years)	Last Employment	Designation
1	Prabhakar Kumar	13/07/2015	3519943	BA (Geography) MA (Geography) M.Plan (Regional)	25/11/1978	13 Years	ICT Pvt Ltd	Assistant Vice PresidentPlanning
2	Ameet Hede	15/06/2022	3497631	B.E (Civi), PGD (ACM)	09/11/1977	20 Years	Reliance Foundation (RFIER)	Regional Head West
3	Daleep Thusu	22/11/2021	3304815	B.Tech (Civil)-1981	06/04/1960	42 Years	J&K Projects Construction Corporation Ltd.	Regional Head-J&K
4	Nilesh Jain	09/10/2019	3011718	B.Com and ICWAI	24/03/1987	15 Years	IM Capitals Ltd	Deputy General Manager-Finance
5	Abhinav Niranjan	02/11/2015	2821800	PGD-Management	01/03/1977	19 Years	Unicon financial Intermediaries Pvt. Ltd.	AVP-Marketing & Communications
6	Shailendra Chawla	09/03/2021	2498124	B.Tech-2008, MBA-2011	06/09/1986	12 Years	Sutlej Textile & Industries Ltd	Head-Finance & Strategy (AGM Grade)
7	Kunal Sawhney	01/05/2019	2203784	LLB-2009, LLM-2013	05/10/1986	11 Years	Paarth Infra Build Pvt. Ltd.	Sr. Manager-Legal
8	Dhanendra Thakur	08/11/2019	2193365	Master-City Planning-1995, B.E- Civil-1996	06/08/1968	28 Years	Intercontinental Consultants & Technocrates Pvt. Ltd.	Team Leader (General Manager Grade)
9	Manoj Kumar	14/12/2015	1866246	M.Com, MBA-2007	15/06/1974	28 Years	Earth Infrastructure Ltd.	Chief Financial Officer
10	Manoj Kumar Maheshwari	16/08/2021	1826400	B.E. (CIVIL)-1993	03/10/1968	28 Years	ICT PVT.LTD	Team Leader

A. Employee in the Company in receipt of remuneration NIL for that year which, in the aggregate, was not less than

one crore and two lakh rupees

B. Employees in the Company who employed throughout NIL

the financial year or part thereof, was in receipt of remuneration for any part of that year, at a rate which,

in the aggregate, was not less than Eight lakh and fifty thousand rupees per month

C. Employee in the Company who employed throughout NIL the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate,

or the case may be at a rate in aggregate, or as the case may be,in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

38) 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 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.

39) KEY FINANCIAL RATIOS

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.

40) GREEN INITIATIVE

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 e-mail 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 31st AGM and the Annual Report of the Company for the financial year ended 31st March 2023 including therein the Audited Financial Statements for the year 2022-23, are being sent only by email to the Members

41) ACKNOWLEDGEMENT

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 co-operation 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.

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2018 (“year under review”).

1) FINANCIAL RESULTS/SUMMARY

The Financials Results of the Company for the year April 01, 2017 to March 31, 2018 are given below:

(In Rs.)

PARTICULARS	2017-18	2016-17
Revenue from Operations	384,234,428	275,638,807
Other Income	12,476,281	3,768,087
Total Revenue	396,710,709	279,406,894
Less: Expenses	(322,066,425)	(216,755,408)
Profit before Exceptional, Extraordinary Items & Taxation	74,644,284	62,651,486
Less: Income tax adjustments	-	(44,330)
Profit Before Tax	74,644,284	62,695,816
Less: Current tax	(21,626,000)	(21,664,000)
Deferred Tax (Liability)/ Asset	398,698	(373,110)
Profit (Loss) for the year	52,619,586	41,404,926

2) PERFORMANCE REVIEW

Your Company is primarily engaged in the business of providing all kind of consultancy services related with infrastructure, environment, urban designing, urban planning housing, 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 may also provide End to End Consultancy including Marketing and Strategic Advisory Services to its Clients in India and outside India.

Your company has undergone massive structural change in itself during the period under review. Your company has been converted into Public Limited Company on 3rd November 2017 and also got itself listed with the Emerge platform of National Stock Exchange of India (NSE- SME Sector) with lots of efforts, hard work & planning on this 13th July 2018

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.

3) SHARE CAPITAL OF THE COMPANY

As on 01st April, 2017, the Authorised Share Capital of the Company was Rs. 100,00,000 (Rupees One Crore Only) divided into 10,00,000 (Ten Lakh) Equity Shares of Rs. 10/- (Ten) each and the Paid-up Share Capital of the Company was Rs. 56,05,000 (Rupees Fifty Six Lakhs Five Thousand) divided into 560,500 (Five lakh Sixty Thousand five hundred only) Equity Shares of Rs. 10/-(Ten) each.

However, the Authorised Share Capital of the Company has been increased to Rs. 20,00,00,000/- (Rupees Twenty Crores only) while the Paid-up Share Capital of the Company has gone upto Rs. 12,77, 05,000/- (Rupees Twelve Crores Seventy Seven lakhs Five thousand only) during the financial year under review.

However, during 31st March 2018 to the date of Notice, the Company has came up with an Initial Public Offer of 45,72,000 Equity Shares of Rs. 10/- each at price of Rs. 41/- per Equity Share. The issue was successfully subscribed by the public and entire share capital of the Company was listed at the Emerge Platform of National Stock Exchange of India Limited., subscription of which was opened on Friday, June 29, 20188 and closed on Thursday, July 05, 2018.

4) TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves.

5) DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 0.50/per share on the paid-up capital of Company subject to approval of members in the ensuing 26th Annual General Meeting of company. The final dividend, if approved, will be paid to members within the period as stipulated under Companies Act 2013.

6) FINANCE

Cash and Cash Equivalent as on 31st March, 2018 was Rs. 56,153708/-. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

7) ISSUE OF BONUS SHARES

The Board of Directors at their meeting held on September 02, 2017, recommended issue of bonus equity shares, in the proportion of 20:1, i.e. 20 (Twenty) bonus equity shares of Rs. 10/- each for every 1 (one) fully paid-up equity share held by existing shareholders as on record date. This was approved by the members of the Company in 25th Annual General Meeting of Company, subsequent to which 11210000 (One Crore Twelve lakhs Ten thousand only) new equity shares were issued to the existing shareholders of Company.

8) LISTING OF EQUITY SHARES ON NSE (EMERGE) PLATFORM

During the year under review, your company has applied for listing of Equity Shares on the Emerge Platform of National Stock Exchange of India Limited. Listing and Trading Approval was granted to the Company vide Letter dated July 12, 2018 to list and trade on Emerge Platform of National Stock Exchange of India Limited w.e.f July 13, 2018.

9) REGISTRAR AND TRANSFER AGENT OF THE COMPANY

The Company has appointed M/s Skyline Financial Services Private Limited as Registrar and share transfer agent for the financial year 2017-18, The Board of Directors of the Company, at their meeting held on 29th November, 2017, had approved the appointment of Skyline Financial Services Private Limited, as the Registrar and Transfer Agent with effect from 29th November, 2017.

10) CHANGE IN THE NATURE OF BUSINESS & MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

During 31st March 2018 to the date of Notice, the Company has came up with an Initial Public Offer of 45,72,000 Equity Shares of Rs. 10/- each at price of Rs. 41/- per Equity Share. The issue was successfully subscribed by the public and entire share capital of the Company was listed at the Emerge Platform of National Stock Exchange of India Limited., subscription of which was opened on Friday, June 29, 2018 and closed on Thursday, July 05, 2018.

Further. Listing and Trading Approval was granted by National Stock Exchange to the Company vide Letter dated July 12, 2018 to list and trade on Emerge Platform of National Stock Exchange of India Limited w.e.f July 13, 2018.

There were no change in the nature of business & material changes between the date of the board report and end of financial year.

11) DEPOSITS

During the year under review, your Company has not accepted any deposit under 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, 2018.

12) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ AND AUDITED FINANCIAL STATEMENTS OF THE COMPANY

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. Company has One (01) Wholly owned Subsidiary Companies, 01 (One) Foreign Subsidiary Company and 03 Associate Companies as on March 31, 2018. Further the Report on the performance and financial position of each the subsidiary, associate and salient features of the financial statements in the prescribed form AOC-1 is annexed to this Report.

CIN	NAME OF COMPANIES	RELATIONSHIP	% of HOLDING
U72900DL2012PTC245563	RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED	WHOLLY OWNED SUBSIDIARY	100
-	RUDRABHISHEK SINGAPORE PTE LTD	FOREIGN SUBSIDIARY	90
U90009DL2016PTC298598	REPLPKSINFRASTRUCTURE PVT LTD	ASSOCIATE COMPANY	50
	SHING DESIGN ATELIER PTE LTD	ASSOCIATE COMPANY OF RUDRABHISHEK SINGAPORE PTE LTD,	33.25
L74140MH1991PLC063709	IM Capitals Ltd.	ASSOCIATE COMPANY OF RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED (WHOLLY OWNED SUBSIDIARY)	32.87

13) ADEQUACY OF INTERNAL FINANCIAL CONTROL

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.

14) COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) AND CHANGES AMONG THEM DURING THE YEAR UNDER REVIEW Directors:

As on 31st March, 2018, followings were on the Board of the Company;

S. No.	Name of Director(s)	DIN	Designation
1.	Mr. Pradeep Misra	01386739	Chairman & Managing Director
2.	Ms. Richa Misra	00405282	Whole-time Director
3.	Mr. Jamal Husain Ansari	06641874	Non- Executive Independent Director
4.	Mr. Tarun jain	07940978	Non- Executive Independent Director
5.	Mr. Himanshu Garg	08010105	Non- Executive Independent Director

During the year under review, Mr. Pradeep Misra was appointed/ re-designated as Chairman & Managing director and Mrs. Richa Misra was re-designated as Whole-time director of company wef 29/11/2017. However, Mr. Himanshu Garg & Mr. Tarun Jain were appointed as Non-Executive Independent directors of the company wef 29/11/2017.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Pradeep Misra, retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his re-appointment on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), of the person seeking re-appointment/ appointment as Director are also annexed to the Notice convening the annual general meeting.

There being no other change apart from mentioned above from the end of financial year to the date of notice.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company, on its Board has following as KMP of the Company:

S. No.	Name of Director(s)	DIN/PAN	Designation
1.	Mr. Pradeep Misra	01386739	Chairman & Managing Director
2.	Ms. Richa Misra	00405282	Whole-time Director
3.	Mr. Manoj Kumar	AKRPK7520N	Chief Financial Officer (CFO)
4.	Mr. Vikas Gupta	AEUPV1261J	Company Secretary & Compliance officer

During the year under review, Mr. Pradeep Misra & Mrs Richa Misra were appointed/re-designated as Managing director & Whole-time director of Company, respectively in its Board Meeting held on November 29, 2017. However, Mr. Manoj Kumar was appointed as Chief Finance Officer (CFO) wef November 29, 2017 and Mr. Vikas Gupta was designated as Company Secretary and Compliance Officer of the Company wef September 02, 2017.

There being no other change apart from mentioned above from the end of financial year to the date of notice.

15) NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company business policies and strategy apart from other Board business. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolution through circulation, as permitted by law, which are confirmed in the subsequent Board Meeting.

During the year under review, Board met 09 (Nine) times viz:

1	12/05/2017
2	18/05/2017
3	29/07/2017
4	03/08/2017
5	02/09/2017
6	28/09/2017
7	29/11/2017
8	11/12/2017
9	29/01/2018

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:

Name of Director	Mr. Pradeep Misra	Ms. Richa Misra	Mr. Jamal Husain Ansari	Mr. Himanshu Garg	Mr. Tarun Jain
No. of Board Meeting eligible to attend	09	09	09	03	03
No. of Board Meeting attended	09	09	09	03	03
Presence at the previous AGM	Yes	Yes	No	N.A	N.A

16) COMMITTEES OF THE BOARD

The Committees of our Board include the following committees constituted in accordance with the Companies Act, 2013:

(a) Audit Committee

The Board of Directors of the Company has constituted Audit Committee in their Board Meeting held on November 29, 2017. The present composition of the Committee and number of meetings attended by the Members during the year are given below:

Name of the Director	Category	Designation	Meetings held during FY 2017-18/ tenure of members	Number of meetings attended
Mr. Tarun Jain	Non-Executive and Independent	Chairman	2	2
Mr. Himanshu Garg	Non-Executive and Independent	Member	2	2
Ms. Richa Misra	Executive and Non-Independent	Member	2	2

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Functions of Audit Committee:

1) Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity and review and monitor the auditor’s independence, performance, and effectiveness of audit process;

3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:

a) matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b) changes, if any, in accounting policies and practices and reasons for the same;

c) major accounting entries involving estimates based on the exercise of judgment by management;

d) significant adjustments made in the financial statements arising out of audit

e) findings;

f) compliance with listing and other legal requirements relating to financial

g) statements;

h) disclosure of any related party transactions;

i) modified opinion(s) in the draft audit report;

5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

8) approval or any subsequent modification of transactions of the listed entity with related parties;

9) scrutiny of inter-corporate loans and investments;

10) valuation of undertakings or assets of the listed entity, wherever it is necessary;

11) evaluation of internal financial controls and risk management systems;

12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14) discussion with internal auditors of any significant findings and follow up there on;

15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors;

18) to review the functioning of the whistle blower mechanism;

19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Review of Information:

1) management discussion and analysis of financial condition and results of operations;

2) statement of significant related party transactions (as defined by the audit committee), submitted by management;

3) management letters / letters of internal control weaknesses issued by the statutory auditors;

4) internal audit reports relating to internal control weaknesses; and

5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

6) statement of deviations:

a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Powers of Committee:

The Audit Committee shall be authorised to investigate any matter in relation to above term of reference and shall have power to:

1. To seek information from any employee.

2. To obtain outside legal or other professional advice.

3. To secure attendance of outsiders with relevant expertise, if it considers necessary.

(b) Nomination & Remuneration Committee

The Board of Directors of the Company has constituted Nomination & Remuneration Committee in their Board Meeting held on November 29, 2017. The present composition of the Committee and number of meetings attended by the Members during the year are given below:

Name of the Director	Category	Designation	Meetings held during FY 2017-18/ tenure of members	Number of meetings attended
Mr. Himanshu Garg	Non-Executive and Independent	Chairman	2	2
Mr. Jamal Husain Ansari	Non-Executive and Independent	Member	2	2
Mr. Tarun Jain	Non-Executive and Independent	Member	2	2

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Functions of Nomination & Remuneration Committee:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. formulation of criteria for evaluation of performance of independent directors and the board of directors;

3. devising a policy on diversity of board of directors;

4. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

(c) Stakeholders Relationship Committee

The Board of Directors of the Company has constituted Stakeholders Relationship Committee in their Board Meeting held on November 29, 2017. The present composition of the Committee and number of meetings attended by the Members during the year are given below:

Name of the Director	Category	Designation	Meetings held during FY 2017-18/ tenure of members	Number of meetings attended
Mr. Himanshu Garg	Non-Executive and Independent	Chairman	2	2
Mr. Jamal Husain Ansari	Non-Executive and Independent	Member	2	2
Ms. Richa Misra	Executive and Independent	Member	2	2

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Functions of Stakeholders Relationship Committee:

1) Review the mechanism adopted for redressing the grievance of shareholders, debenture holders and deposit holders and other security and the status of such redressal;

2) Review of the activities of the Secretarial Department of the Company inter alia adherence to Service Standards and Standard Operating Procedures relating to the various services rendered by the Investor Services Department, various initiatives taken to inter alia reduce quantum of unclaimed dividends, status of claims received and processed for unclaimed shares, uploading of data relating to unclaimed deposits/ dividends on the website of Investor Education & Protection Fund and the Corporation.

3) Review status of compliances with laws applicable to the Secretarial Department and its risk profile;

4) Review the Action Taken Report in respect of recommendations made by the Committee/ Management;

5) Review the status of the litigation(s) filed by/ against the security holders of the Company;

6) Review the mechanism adopted to review, monitor and report transactions relating to securities which may be suspicious from a money laundering perspective, in accordance with the KYC & AML Policy relating to securities of the Corporation; and

7) The Committee shall perform such other functions as may be required under the relevant provisions of the Companies Act, 2013, the Rules made there under and Listing Regulations.

8) To oversee the performance of the Registrar and Transfer Agents and recommend measures for overall improvement in the quality of investors services.

(d) IPO Committee

The Board of Directors of the Company had constituted IPO Committee in their Board Meeting held on November 29, 2017 upto the date of listing of Company with the NSE Emerge Platform. The composition of the Committee as on 31/03/2018 was as:

Name of the Director	Category	Designation
Mr. Tarun jain	Non-Executive and Independent	Chairman
Mr. Himanshu Garg	Non-Executive and Independent	Member
Mr. Pradeep Misra	Executive and Independent	Member

However, the said committee was diluted upon the listing of the Company with the NSE Emerge Platform, viz, July 12, 2018.

(e) Corporate Social Responsibility (CSR) Committee

In compliance with the requirement of the provisions of Section 135 of Companies Act 2013 and rules made thereunder, the Company has constituted Corporate Social Responsibility (CSR) Committee. Further the policy on CSR was approved by CSR Committee and subsequently by Board of directors.

As on 31st March, 2018, the CSR Committee consists of following:

S. No.	Name of Member(s)	Designation
1.	Mr. Pradeep Misra	Chairman
2.	Ms. Richa Misra	Member
3.	Mr. Jamal Husain Ansari	Member

The role of CSR Committee includes formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company, recommending the amount of expenditure to be incurred on CSR activities of the Company, reviewing the performance of Company in the area of CSR.

17) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure- A and is placed on the website of company (www.repl.global).

18) REMUNERATION OF DIRECTOR

The details of remuneration paid during the financial year 2017-18 to Executive Directors of the Company is provided in Form MGT-9 which is the part of this report.

19) STATUTORY AUDITORS

After conducting a detailed evaluation and based on the recommendation of Audit, Committee, the Board approved the proposal for appointment of M/s Sanjeev Neeru & Associates, Chartered Accountants, (Firm Registration No. - 0113350N) as Statutory auditors of the Company for F.Y 2018-19 on such terms and conditions and remuneration as may be decided by the Audit Committee. However, the appointment of M/s Sanjeev Neeru & Associates, Chartered Accountants, as Statutory Auditors of company was approved by members of the company at the 23rd Annual General Meeting of Company upto the conclusion of 27th Annual General Meeting of Company.

Further, the requirement of seeking ratification of appointment of statutory auditors by members at every Annual General Meeting has been done away with vide Companies (Amendment) Act, 2017 notified wef May 7, 2018, issued by Ministry of Corporate Affairs.

20) SECRETARIAL AUDITORS

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 Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure- B to this Report.

21) EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:-

- By the Statutory Auditor

There is no qualification, reservation or adverse remark or disclaimer in Statutory Audit report.

- By the Secretarial Auditor

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report.

22) DISCLOSURE OF FRAUDS AGAINST THE COMPANY

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 non-reportable frauds during the year 2017-18.

23) CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2016

As per Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company do not have and is not required to have the demat suspense account neither unclaimed suspense account

However, Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) is attached and form part of the Annual Report.

24) DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non Promoter 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.

25) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(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 self-evaluation 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 Non-Independent 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 non-independent directors and performance of the Board Chairman.

26) NOMINATION AND REMUNERATION POLICY

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/.

27) RISK MANAGEMENT POLICY

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 pro-active approach towards risk management;

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

28) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE & GUARANTEES GIVEN

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

29) RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm’s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. Policy on related party transactions has been placed on the Company’s website (http:// www.repl.global/investor-zone/policies/).

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure C to this Report.

30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

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.

Further, no strictures or penalties have been imposed on the Company by any statutory authority/ies during the period under review.

31) DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

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, 2018;

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; and

e) 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.

32) COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES ACT, 2013

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.

Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return in Form MGT-9 enclosed as Annexure to this Report.

33) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARNING AND OUTGO

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.

34) HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

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 Plants and Offices during the year under review

35) PARTICULARS OF EMPLOYEES

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 2017-18:

Sr. No.	Name of Director	Designation	Ratio to Median Remuneration
1.	Mr. Pradeep Misra	Chairman & Managing Director	1:9
2.	Mrs. Richa Misra	Whole-time Director	1:7.5
3.	Mr. Jamal Husain Ansari	Independent Director	NA
4.	Mr. Himanshu Garg (since 29.11.2017)	Independent Director	NA
5.	Mr. Tarun Jain (since 29.11.2017)	Independent Director	NA

*Median Salary (Annual) of employees for the Financial Year 2017-18 is Rs. 475,154/-.

* Sitting fees paid to directors is treated as Remuneration.

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 2017-18:

Sr. No.	Name of Director	Designation	% Increase in remuneration
1.	Mr. Pradeep Misra	Chairman & Managing Director	Nil
2.	Mrs. Richa Misra	Whole-time Director	Nil
3.	Mr. Jamal Husain Ansari	Independent Director	NA
4.	Mr. Himanshu Garg (since 29.11.2017)	Independent Director	NA
5.	Mr. Tarun Jain (since 29.11.2017)	Independent Director	NA
6.	Mr. Vikas Gupta	Company Secretary & Compliance Officer	NA
7.	Mr. Manoj Kumar (since 29.11.2017)	Chief Financial Officer	20%

c. The percentage increase/decrease in the median remuneration of employees in the financial year 2017-18 is 10 %.

d. The number of permanent employees on the rolls of company as on 31st March, 2018 are 175.

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 2017-18 is 10%.

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.

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules,2014 in respect of employees of the Company, is as follows:-

A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2017-18 are as:

S. No	Name of Employee	Date of Joining	Gross Remuneration (in Rs.)	Qualification	Age (in years)	Experience (in years)	Last Employment	Designation
1	Harish Kumar Sharma	19-Oct-16	4,258,175/-	B.Tech, MS (SCIENCE), MBA	48	24 Years 6 Months	PL Engineering Ltd.	Chief Business Development Officer
2	Mohd Zulquer Nain	01-Apr-07	2,835,860/-	B.tech (Civil) & M.Tech-Water Resources: Utilisation & Environmental Management	38	14 Years 2 Months	Feedback Venture	GM-Engg
3	Saibal Kumar Roy	01-Sep-11	2,245,590/-	Bachelor of Engineering	62	31 Years 2 Months	Rohtas Project Ltd	Sr Vice President-Engg
4	Hemalatha M C	17-Jul-17	1,908,966/-	B.Arch, M.Plan, MA	44	16 Years	Jurong Consultants (India) Pvt. Ltd. Bengaluru	GM-Planning
5	Shyam Narayan Tripathi	22-Jan-14	1,848,970/-	B.Tech - Electrical Engineering	47	23 Years 1 Months	Country Colonizer Pvt. Ltd.	GM-Services
6	Abhinav Niranjan	02-Nov-15	1,833,903/-	PGD-Management	41	16 Years 5 Months	Unicon financial Intermediaries Pvt. Ltd.	GM-Mkt & Comm.
7	Sandeep Sharma	05-Aug-13	1,766,530/-	B.Tech (Civil) PG-NICMAR	37	13 Years 9 Months	Omaxe Ltd	DGM-Projects
8	Manish Jain	10-Oct-11	1,701,363/-	B.Arch	43	16 Years 6 Months	Arcop Associates	DGM- Architecture
9	Bishwa Mohan Thakur	05-Aug-13	1,698,200/-	B.E(Civil)	48	21 Years 9 Months	Country Colonisers Pvt Ltd.	DGM-Project

B. Employee in the Company in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees. NIL

C. Employees in the Company who employed throughout the financial year or part thereof, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakh and fifty thousand rupees per month. NIL

D. Employee in the Company who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or the case may be at a rate in aggregate, or as the case may be, in excess of that drawn by the managing director or wholetime director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. NIL

36) DISCLOSURE REQUIREMENTS

- As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, corporate governance report with auditor’s certificate thereon and management discussion and analysis are attached, which form part of this report.

- Details of the familiarization programme of the independent directors are available on the website of the Company at http://www.repl.global/investor-zone/policies/

- The Company has formulated and published a Whistle Blower Policy to provide 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 blowing Policy is available on the company’s website at http://www.repl.global/investor-zone/policies/

37) 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 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.

38) ACKNOWLEDGEMENT

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 co-operation 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.

For and on behalf of the Board

RUDRABHISHEK ENTERPRISES LIMITED

Pradeep Misra

(Chairman & Managing Director)

DIN:01386739

ADDRESS: Sadhika Farm Mall Road,

Behind Sec-D III, Vasant Kunj,

Park Lane New Delhi -110070

Place: New Delhi

Date: 31/08/2018