RBM Infracon Ltd

To,

The Members,

RBM INFRACON LIMITED

Your directors have pleasure in presenting the 11th (Eleventh) Annual Report along with the Audited Financial Statements and Auditors' Report for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The following are the financial results of the Company for the year ended 31st March, 2024:

(Amount in Rs. In Lakh)

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 2023-24 have been given hereunder:

R The total revenue from operation of the Company during the financial year 2023-24 is Rs. 1,29,98,38,000 against the previous year's revenue of Rs. 83,28,11,000.

R The total expenses of the Company during the financial year 2023-24 are Rs. 1,13,99,17,000 against the previous year's expenses of Rs 80,17,82,000.

c The Company has earned net profit of Rs. 11,09,43,000 against the previous year's Profit of Rs 2,21,15,000.

Your directors are optimistic about 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 in line 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. 11,09,43,000 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:

The company has indulged in certain new business activities including distribution and supply of all types of cement, Coel, RMC, Material shifting as well as cement products. Along with that to carry on the business of Work contract for various organizations, contracts and subcontracts relating to construction, modification, repairing, designing of civil, road and degrading work. To deal with all kinds of steel, ceramic products, plumbing and sanitary products.

The company is also planning to indulge as Real estate developers, Architects, Real estate brokers and to deal with all types of trading activity with respect to sale and purchase of Industrial land, farms, estate etc. Additionally, to carry on business as stockists, suppliers of all kinds of heavy machine, building material along with rental activity, EPC work provide services including PMC services, production enhancement operations of Matured Fields of ONGC, PMC services Earthwork in Excavation.

6. INITIAL PUBLIC OFFER OF EQUITY SHARES:

The Company has not made Initial Public offer and Further Public Offer during the year. But your Company has raised money by way of Preferential public allotment aggregating to Rs 6,415.32 lakhs. The company received trading approval dated July 24, 2024.

During The year Company has issued 5,30,000 convertible Equity warrants on preferential basis to the promoters.

7. 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 ISIN No. allotted is INEONA301016.

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.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any wholly owned subsidiary or subsidiary company, 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. 10,10,30,000/- divided into 1,01,03,000/- 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, 2024, on its website at https://rbminfracon.com/investors.php?title=investor-relation- annual-return-mgt-7.

14. PARTICULARS OF EMPLOYEES:

Pursuant to 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. Sarvesh Gohil & Associates (Firm's Registration No. 156550W), Chartered Accountants, Jamnagar was appointed as Statutory Auditors of the Company at its 09th Annual General Meeting (AGM) and resigned with effect from March

31, 2024.

Further, 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.

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

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

The Statutory Auditors of the Company have submitted the Audit Report for the financial year 2023-24. 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 2023-24 and as on date ofthis Report are as follows:

Inaccordance 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.

Abrief 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 12 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-I 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 2023-24 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 2023-24 is as under:

3. The median remuneration of employees of the Company during the financial year 2023-24 was Rs. 1487879/-.

4. Number of Permanent Employees on the rolls of Company as on 31st March, 2024: 300

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 ofthe 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 alongwith 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:

Constitutiol

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. $S-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 issued shares in term of preferential issue which has been mentioned above in detail. 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: 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, 2024 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 & REDRESAL) 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 MACHANISV/ 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 BY THE 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: 11th Annual General Meeting of the Members of the Company will be held on Friday, 27"

September, 2024 at 11:30 AM at The President A Boutique Hotel Chimanlal Girdharlal Rd, Opp. Municipal Market, Vasant Vihar, Navrangpura, Ahmedabad, Gujarat 380009.

g 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-l, New Delhi-110020 Email id:

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