Vinod Dugar Increases Stake in RDB Real Estate to 70.02% Through Warrant Conversion

Vinod Dugar has increased his shareholding in RDB Real Estate Constructions Limited to 70.02% through the conversion of warrants. The acquisition, dated February 9, 2026, involved the conversion of 62,50,000 share warrants into equity shares. This change in voting rights triggered a disclosure requirement under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which was submitted to BSE Limited on June 2, 2026.

The acquirer is classified as belonging to the promoter group. Along with his Persons Acting in Concert (PAC)—Ankur Constructions Pvt Ltd., Somani Estate Private Limited, and Veekay Apartment Private Limited—Dugar's total holding rose significantly. Prior to the acquisition, the group held 60.67% of the total share capital, or 1,21,70,457 shares.

The conversion of warrants resulted in the addition of 62,50,000 equity shares to the acquirer's portfolio. Consequently, the post-acquisition holding stands at 1,84,20,457 shares, representing 70.02% of the total paid-up share capital. The total diluted share capital of the target company after the acquisition is Rs. 35,11,34,000, consisting of 3,51,13,400 equity shares of Rs. 10 each.

The equity share capital of RDB Real Estate Constructions Limited increased from Rs. 20,05,84,000 to Rs. 26,30,84,000 following the allotment. The company's shares are listed on BSE Limited. This significant increase in promoter holding is expected to influence the company's strategic decisions and future growth plans, potentially aligning more closely with the promoter's vision and objectives.

RDB Real Estate Constructions Limited reported a standalone net profit of ₹484.98 lakh for the financial year ended March 31, 2026, compared to ₹161.27 lakh in the previous year. The board approved the audited standalone and consolidated financial results for the quarter and year ended March 31, 2026, during a meeting held on May 29 and concluded on May 30, 2026. The statutory auditor, M/s L. B. Jha & Co. LLP, issued an unmodified opinion on the results. The company published these audited financial results in newspapers viz. Financial Express and Duranta Barta on May 31, 2026, pursuant to Regulation 30 & 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Standalone revenue from operations for FY26 rose to ₹1,852.08 lakh from ₹1,836.85 lakh in FY25. For the quarter ended March 31, 2026, the company reported a net profit of ₹151.17 lakh. On a consolidated basis, the company reported a net loss of ₹886.00 lakh for FY26, compared to a net profit of ₹183.97 lakh in the previous year. Consolidated revenue from operations for FY26 surged to ₹23,413.06 lakh from ₹8,395.79 lakh in FY25.

The board approved the re-appointment of M/s Garg Narender & Co., Chartered Accountants, as the Internal Auditor for the financial year 2026-27. Additionally, the company approved the incorporation of a new subsidiary, Avanir Wellness Resorts Private Limited, to engage in real estate and hospitality activities. The company will subscribe to 7,400 equity shares of ₹10 each, aggregating to ₹74,000, holding a 74% stake.

The board also sanctioned the execution of a Share Purchase Agreement for the sale of 9,499 equity shares in RDB Raipur Hotels Private Limited to Gupta Infrastructure (India) Private Limited, a wholly-owned subsidiary, at ₹6 per share. The aggregate consideration for the sale is ₹56,994, with the transaction expected to be completed by June 30, 2026. Consequently, RDB Raipur Hotels Private Limited will cease to be a subsidiary but will remain a step-down subsidiary.