Your directors have pleasure in presenting the 12th (Twelfth) Annual Report along with the Audited Financial
Statements and Auditors' Report for the year ended 31st March, 2025.

1. FINANCIAL HIGHUGHTS:

The following are the financial results of the Company for the year ended 31st March, 2025:

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

The Key highlights pertaining to the business operations of the Company for the year 2024-25 have been given
hereunder:

• The total revenue from operation of the Company during the financial year 2024-25 is Rs. 3,21,74,58,000 against the
previous year's revenue of Rs. 1,29,98,38,000.

• The total expenses of the Company during the financial year 2024-25 are Rs. 10,57,96,000 against the previous
year's expenses of Rs 1,13,99,17,000.

• The Company has earned net profit of Rs. 29,46,94,000 against the previous year's Profit of Rs 11,09,43,000.

Your directors are optimistic a bout the Company's business and hopeful of better performance with increased revenue
and profit in the coming year.

3. DIVIDEND:

With a view to meet future requirements of projects and to strengthen the financial position of the Company, your
directors have decided not to recommend any dividend for the period under review.

The Board of Directors of the Company has approved the dividend distribution policy inline with Regulation 43A of the
Listing Regulations. The Policy broadly specifies the external and internal factors including financial parameters that
shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may
or may not expect dividend and how the retained earnings shall be utilized, etc.

4. RESERVES:

The Company proposes to transfer Rs. 29,46,94,000 to General Reserves.

5. CHANGE IN NATURE OF BUSINESS. IF ANY:

There is change in the nature of business of the Company in the year 2024-25 as follows:

To produce, manufacture, process, refine, import, export, purchase, sell and generally to deal in, and to act as,
agents, distributors and suppliers of all types and kinds of cement, Coel, RMC, Material Shifting as well as cement
products such as pipes, poles, slabs, blocks, tiles, plaster of Paris, lime, pipes, and otherwise and articles, things,
connected with the aforesaid products and in connection therewith; to take on lease, acquire, erect, construct,
establish, work, operate or/and maintain cement factories, quarries, mines, workshops and other works.

To carry on the business of work contract, contractors, sub-contractors, quasi contractors whether for corporation
or company or society or body corporate or firms or individuals or schools or clubs or other bodies or private works
and to undertake contracts and subcontracts relating to construction, modification, repairing, alteration, removal,
redecoration, redesigning, enlarging, improving and designing of civil work, road and dredging work.

The company also wants to carry on business to manufacture, produce, process, excavate, quarry, melt, mould, roll,
commercialize, special steels, stainless steel, all types of materials required for manufacture of alloy, tool and
special steels, steel casting fabricating, smelting, rolling and forging, steel and alloy steel billets and all kinds and
sizes of re-rolled sections.

To carry on the business of manufacturing, producing, compressing and processing of ceramic goods, glazed,
unglazed floor and wall tiles and such other ceramic products, Plumbing and sanitary products and also ceramic
table-wares, ceramic-wares, earthenware, decorative wares, garden wares, kitchen wares, crockery, potteries,
terracotta, porcelain-ware, bathroom accessories, pipes, wall tiles, floortiles, roofing tiles, porcelain tiles, asbestos
sheets, poles, blocks.

To undertake and to carry on the Business as Planners, Builders, Real Estate Developers, Architects, Real Estate
Brokers, and carry on all types of businesses and profession related to Trading activity, Sale purchase activities
regarding Industrial Land and Industries sale purchase, farms, estates, properties, areas and sites.

To act, undertake and carry on business as stockists, manufacturers, suppliers, distributors, importers and exporters
of all types of Supply of heavy Machine, building Material along with all type of hardware materials and related
products, setup of industry along with rental activity, EPC work, Production Enhancement Operations of Matured
Fields of ONGC, provide Services involving PMC services, tools equipment's design ,Earthwork in Excavation,
Cleaning and Grubbing, Embankment fill with suitable soil.

6. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The
I SIN No. allotted is INE0NA301016.

8. DEPOSITES:

During the year under review, the company has neither accepted nor renewed any deposits falling within the purview
of section 73 of the companies act, 2013 ("the act") read with the companies (acceptance of deposits) rules, 2014 as
amended from time to time, and therefore details mentioned in rule 8(5) (v) & (vi) of companies (accounts) rules, 2014
relating to deposits, covered under chapter v of the act is not required to be given.

The company has two subsidiaries Named:

1. RBM Green Energy Private Limited

2. RBM Solar Solutions Private Limited

The Company does not have any joint venture or associate company. Hence, declaration regarding the same is not
required.

10. SHARE CAPITAL:

The Company has an Authorized Capital of Rs. 58,50,00,000/- divided into 5,85,00,000/- equity shares of Rs. 10/- each.

The Company has Issued, Subscribed and Paid-up Capital of Rs. 10,63,30,000/- divided into 1,06,33,000/- equity shares
of Rs. 10/- each.

11. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of the report, which is affecting or might affect the financial position of the Company.

12. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed
as Annexure-A forming part of this Report.

13. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the
Annual Return as of March 31, 2025, on its website at https://www.rbminfracon.com/investors.

14. PARTICULARS OF EMPLOYEES:

Pursuantto the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in
receipt of remuneration of Rs. 8.5 lakhs per month or Rs. 1.02 crore per annum during the year under review.

15. STATUTORY AUDITORS:

M/s. M B Jajodia & Associates, Chartered Accountants (Firm Registration No. 0139647W), as the Statutory Auditors of
the Company to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the
Sixteenth AGM to be held 2029 at such remuneration as may be mutually decided between the Board of Directors and
Statutory Auditors.

M/s. patel jain & associates, Chartered Accountants (Firm Registration No. 129797W), as the Statutory Auditors of the
Company to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the
seventeenth AGM to be held 2030 at such remuneration as may be mutually decided between the Board of Directors
and Statutory Auditors.

The statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act,
2013 and other applicable guidelines and regulations.

16. AUDrTOR'S REPORT AND BOARD'S COMMENTS THEREON:

The Statutory Auditors of the Company have submitted the Audit Report tor the financial year 2024-25. The Auditor s
report does not contain any qualification, reservation and adverse remarks. The notes on financial statement referred
to in the Auditor's report are self-explanatory and do not call for any comments.

17. SECRETARIAL AUDITOR:

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. SCS AND CO. LLP to undertake
the Secretarial Audit of the Company for the FY 2024-25.

The Report of the Secretarial Audit is annexed herewith as Annexure-B forming part of this report. There are no
qualifications, reservations or adverse remarks made by the Secretarial Auditor in its report.

18. REPORTING OF FRAUD BY AUDITORS:

The Statutory and Secretarial auditors of the Company have not reported any instances of fraud committed against the
Company, by its officers or employees which are not reportable to the Central Government as specified under Section
143(12) of the Companies Act, 2013.

19. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in
Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out
in the Notes to the Financial Statements.

20. CORPORATE GOVERNANCE:

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 relating to Corporate Governance Disclosure is not applicable to the Company listed on the SME platform. Hence,
the Company is not required to make disclosures in the Corporate Governance Report.

21. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR)
Committee and matters relating to it is not applicable to Company. Hence, there is no information regarding the same.

22. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The details of Board of Directors and Key Managerial Personnel of the Company for the Financial Year 2024-25 and as
on date of this Report are as follows:

In accordance with the provisions of the Companies Act, 2013 and the Article of Associations of the Company, Mr. Aditya
Jay Bajrang Mani (DIN: 08980569) who retires by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. The Board recommended his re-appointment.

A brief profile of the Director who is being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015
and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

As per the requirement of section 134(3)(d) of the Companies Act, 2013, the Company states that it has received the
Declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013.

23. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors duly met 24 times during the financial year under review.

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and
the Secretarial Standard-1 and MCA Circulars. The prescribed quorum was presented for all the Meetings.

24. DISCLOSURE RELATING TO REMUNERATION:

The provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 do apply for the FY 2024-25 as the company was listed on 04th January, 2023.
Accordingly, details with respect to remuneration of employees are applicable which are as under:

1&2. The ratio of the remuneration of each director to the median remuneration of the employees of the company for
the financial year; and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the financial year 2024-25 is as under:

3. The median remuneration of employees of the Company during the financial year 2024-25 was Rs. 18251/-.

4. Number of Permanent Employees on the rolls of Company as on 31st March, 2025 : 450

5. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy for Directors, Key
Managerial Personnel and other Employees.

6. The information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is as follows:

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees
as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of the Annual
Report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of
Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member
interested in obtaining a copy of the same may write to the Company Secretary.

25. COMMITTEES OF THE BOARD:

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1) Audit Committee.

2) Nomination and Remuneration Committee.

3) Stakeholders Relationship Committee.

Constitute of Committees are as under:

a. Audit Committee:

Constitution:

The term of reference:

i. Recommendation for appointment, remuneration and terms of appointment of auditors of the company.

ii. Review and monitor the auditor's independence and performance, and effectiveness of audit process.

iii. Examination of the financial statement and auditor's report thereon.

iv. Approval or any subsequent modification of transactions of the company with related parties.

v. Scrutiny of inter-corporate loans and investments.

vi. Valuation of undertakings or assets of the company, wherever it is necessary.

vii. Evaluation of internal financial controls and risk management systems.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. The Audit Committee may call for the comments of the auditors about internal control system, the scope of audit,
including the observations of the auditors and review of the financial statement before their submission to the Board
and may also discuss any related issue with the internal and statutory auditors and the management of the company.

x. The Audit Committee shall have authority to investigate into any matter in relation to the items specified above in (i)
to (iv) or referred to it by the Board and for this purpose shall gave power to obtain professional advice from external
sources and have full access to information contained the records of the company.

xi. The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the
Audit Committee when it considers the auditor's report but shall not have the right to vote.

xii. The Board's report under sub-section (3) of section 134 shall disclose the composition of Audit Committee and where
the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed in such report
along with the reasons thereof.

xiii. The victims/persons who use vigil mechanism can direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases.

b. Nomination and Remuneration Committee:

Constitution:

The term of reference:

i. To identify persons who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out
evaluation of every Director's performance.

ii. To formulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other
employees.

iii. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

1. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of
the quality required to run the Company successfully;

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and

incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its
goals:

iv. Regularly review the Human Resource function of the Company.

v. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from
time to time.

vi. Make reports to the Board as appropriate.

vii. Review and reassess the adequacy of his charter periodically and recommend any proposed changes to the Board
for approval from time to time.

viii. Any other work and policy related and incidental to the objectives of the committee as per provisions of the Act and
rules made thereunder.

c. Stakeholders Relationship Committee:

Constitution:

26. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of
Directors' and 'General Meetings', respectively, have been duly followed by the Company.

27. COST AUDIT APPLICABILITY:

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the
Company.

28. GENERAL:

During the year;

i) The Company has not issued shares.

ii) The Company does not have any ESOP scheme for its employees / Directors;

iii) The Company has not bought back any of its securities;

iv) The Company has not issued any Sweat Equity Shares;

29. FORMAL ANNUAL EVALUATION:

Pursuant to the provision of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation
its own performance, performance of individual directors, Board Committees, including the Chairman of the Board on
the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration

Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligation etc. was carried out. The Directors expressed their satisfaction with the
evaluation process and outcome.

30. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The company is well equipped with adequate internal financial controls. The company has a continuous monitoring
mechanism which enables the organization to maintain the same standards of the control systems and help them in
managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the company.

31. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2025 the applicable accounting standards
have been followed along with proper explanation relating to material departures;

b. The Directors had 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 as at
March 31, 2025 and of the profit of the Company for that year;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

d. The Directors have prepared the annual accounts on a 'going concern' basis; and

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

32. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

There were no loans, guarantees or investments made by your company under the provisions of section 186 of the
companies act, 2013 during the period under review. However, the details related to loan/guarantee or investment for
earlier period is given in the note of financial statements.

33. RELATED PARTY TRANSACTION:

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an
arm's length basis. The Company had not entered into any contract/arrangement/transactions with related parties
which could be considered material. Hence, the Company is not required to attach Form AOC-2 pursuant to section 134
(3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014.

34. INSURANCE:

All the properties and insurable interests of the Company to the extent required adequately insured.

35. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITION &
REDRESAU ACT. 2013:

There was no case filed during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee. Further, the Company
ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the
necessary policies for safe and secure environment for women employee.

36. RISKS MANAGEMENT POLICY:

The Company has a Risk Management Policy, which periodically assesses the threats and opportunities that will impact
the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat
and its cause, impact, treatment and control measures. As part of the Risk Management Policy, the relevant parameters
for protection of the environment, safety of operations and health of people at work are monitored regularly.

37. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company's Policy
requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliance of environmental
regulations and preservation of natural resources.

38. VIGIL MACHANISM/ WHISTLEBLOWER:

The company has adopted a vigil mechanism policy, to provide a formal mechanism to the directors and employees to
report their concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct
or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the chairman of the audit committee. It is affirmed that no personnel
of the company have been denied access to the audit committee.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any Regulators or Courts or Tribunals, impacting the going
concern status of the Company and its future operations.

40. DETAILS ON CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS &
OUTGO:

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as
stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 during the
year are as stated below:

41. GENERAL SHAREHOLDER'S INFORMATION:

Annual general Meeting: 12^th Annual General Meeting of the Members of the Company will be held on Wednesday,
17^th September, 2025 at 12:00 PM through Video Conferencing ("VC") / Other Audio Visual Means (OAVM).

Listing on Stock Exchange:

The Company's shares are listed on National Stock Exchange of India on NSE Emerge platform w.e.f January 04, 2023.

Address: NSE, Exchange Plaza, Bandra Kurla complex, (E), Mumbai-400051.

NSE Symbol: RBMINFRA

Registrar and Transfer Agent (RTA):

Share transfer and all other Investor's / Shareholder's related activities are attended and processed by our Registrar
and Transfer Agent. For lodgment of transfer deeds and any other documents, investors may contact Link Skyline
Financial Services Private Ltd., D-153A, 1st Floor, Okhla Industrial Area, Phase-1, New Delhi-110020 Email id:
info(5)skvlinerta,com

However, shareholders holding shares in the electronic mode should address all correspondence to their respective
Depository Participants.

42. ACKNOLEDGEMENT:

Your directors take this opportunity to place on record the appreciation of the valuable contribution and dedication
shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to
the successful management of the Company's affairs. The Directors also take this opportunity to thank all the
Stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued
support.

FOR RBM INFRACON LIMITED

Sd/- Sd/-

JAYBAJRANG RAMAISHISH MANI ADITYA JAY BAJRANG MANI

Managing Director Whole-time Director

DIN: 03417579 DIN: 08980569

Date: 26.08.2025
Place: AHMEDABAD