RDB Real Estate Construct Limited has announced the incorporation of NAAR Projects Private Limited as its associate company, marking a strategic move in the real estate sector. The new entity, in which RDB holds a 26% equity stake, was officially incorporated on September 16, 2025, following board approval on August 19, 2025.

Key Details of the Incorporation

• Company Name: NAAR Projects Private Limited
• Incorporation Date: September 16, 2025
• RDB's Stake: 26% equity shareholding
• Investment: 2,600 equity shares at Rs. 10.00 each, totaling Rs. 26,000.00
• Industry: Real Estate
• Location: India

Strategic Rationale

The incorporation of NAAR Projects was mandated by project tender terms, which required the establishment of a Special Purpose Vehicle (SPV) for project implementation and execution. This move aligns with RDB Real Estate Constructions' strategy to expand its presence in the real estate sector and comply with specific project requirements.

Transaction Details

RDB Real Estate Constructions Limited subscribed to 2,600 equity shares of NAAR Projects Private Limited at Rs. 10.00 per share, for a total investment of Rs. 26,000.00. The transaction was conducted at arm's length pricing, with cash consideration.

Regulatory Compliance

The company has made the necessary disclosures under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The incorporation of NAAR Projects as an associate company brings it under the related party category for RDB Real Estate Constructions Limited.

Management Statement

Surabhi Kumari Gupta, Company Secretary & Compliance Officer of RDB Real Estate Constructions Limited, confirmed the incorporation in a regulatory filing, stating that NAAR Projects Private Limited "has been incorporated today and become an Associate of our Company."

Implications and Outlook

While NAAR Projects is newly incorporated and has no financial history, its establishment as an SPV signals RDB Real Estate Constructions' commitment to expanding its project portfolio and adhering to specific tender requirements in the real estate sector. The move may potentially enhance RDB's capabilities in project execution and open new avenues for growth in the Indian real estate market.

Investors and stakeholders will likely monitor the progress of this new associate company and its impact on RDB Real Estate Constructions' future projects and financial performance.

RDB Real Estate Construct Limited has seen a significant change in its shareholding structure following a preferential issue of share warrants to promoters and non-promoters. The company has allotted 89,50,000 share warrants convertible into equity shares on a preferential basis.

Key Highlights of the Allotment

• Warrant Price: Rs 87.15 per share (Face value: Rs 10.00, Premium: Rs 77.15)
• Total Consideration: Rs 1,56,69,57,000.00
• Initial Payment: 25% of the consideration (Rs 19,49,98,126.00) received from allottees
• Conversion Period: Within 18 months from the allotment date

Previous Allotment

• Part of a larger issuance of 1,79,80,000 warrants approved by shareholders
• 88,80,000 warrants already allotted on August 13, 2025

Price Adjustment

• Initial proposed price: Rs 36.00 per share
• Adjusted price: Rs 87.15 per share
• Reason: Re-computed based on regulatory requirements after the company completed 90 trading days on BSE

Impact on Company's Share Capital

The preferential issue has had a significant impact on RDB Real Estate Constructions' share capital structure:

This represents a potential increase of 51.38% in the number of outstanding shares upon full conversion of the warrants.

Implications for Investors

This preferential allotment of share warrants to promoters and non-promoters could be seen as a sign of confidence in the company's future prospects. However, it also represents a significant potential dilution for existing shareholders if all warrants are converted into equity shares.

Investors should note that while the equity share capital currently remains unchanged at Rs 17,28,34,000.00, the total diluted share capital after the acquisitions stands at Rs 26,16,34,000.00. This change in capital structure could have implications for earnings per share and other per-share metrics in the future.

As always, investors are advised to conduct their own research and consider the potential impacts of such corporate actions on their investment decisions.