on Financial Results of Rachana Infrastructure Limited for Half year and Year ended March 31, 2026 pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
To the Board of Directors of,
Rachana Infrastructure Limited
Ahmedabad.
Opinion
We have audited the accompanying financial statements of Rachana Infrastructure Limited ("the Company"), for the Half year and year ended March 31, 2026 attached herewith, being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid year to date financial results:
i. are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended in this regard; and
ii. give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India of the net profit and other financial information of the Company for the year ended March 31, 2026
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Financial Results section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Financial Results under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinion on the Financial Results.
Emphasis of matter:
a) Attention is invited to Note No. 11 to the financial statements as regards the advance given to an individual for the purpose of carrying joint venture business of acquisition of land for construction and development of residential and commercial properties on agreed terms, with respect to which, as at the reporting date, there was no further progress as regards the commencement of business operations. Out of the total advances given, partial amount has been recovered and the balance amount is pending for recovery. On account of potential uncertainty as regards the recovery of aforementioned advance, management has decided not to charge any interest during the current financial year in line with requirements of AS-9 "Revenue Recognition" issued by ICAI. As per the management representation, on account of non-recovery during the FY 2025-26 despite of continuous efforts being made for the recovery along with the interest thereon, the company has decided to file a civil suit in the matter.
b) Attention is invited for the Administrative Warning letter dated May 19, 2026 for non-compliance with Regulations 245(1) of the SEBI (Issue of Capital And Disclosure Requirements ) Regulations 2018 issued by SEBI for incorrect reporting of the Order Book in the prospectus dated May, 09, 2022 and the said violation has been viewed seriously by SEBI.
Our opinion is not modified in this regard.
Managements and Board of Directors Responsibilities for the Financial Results
The Companys Management and the Board of Directors are responsible for the preparation and presentation of these Financial Results that give a true and fair view of the net profit/loss and other financial information in accordance with the recognition and measurement principles laid down in Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Results that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Financial Results, the Management and the Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the audit of the Financial Results
Our objectives are to obtain reasonable assurance about whether the financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
a. Identify and assess the risks of material misstatement of the financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of such controls.
c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management and Board of Directors.
d. Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.
e. Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
f. Evaluate the overall presentation, structure and content of the financial results, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation.
g. Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the financial results
Materiality is the magnitude of misstatements in the financial results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial results.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Other Matters:
The Financial Results include the results for the Half Year ended 31st March 2026 being the balancing figures between the audited figures of the full financial year ending 31.3.2026 and the published unaudited figures for the half year ending 30th September 2025, which were subject to limited review by us.
Independent Auditors Report on Financial Statements
To The Members of
Rachana Infrastructure Limited
Report on the audit of the Financial Statements Opinion
We have audited the accompanying financial statements of Rachana Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss for the year ended on 31 March, 2026, Cash Flow Statement and notes to the financial statements for the year ended on March 31, 2026, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (Act) in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021, as amended, ("AS") and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2026, its profit and its cash flows for the year ended on that date.
Basis for opinion
We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under Sec 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors responsibilities for the audit of the Financial Statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the Financial Statements.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current year. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forjoloaour opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report:
| Key Audit Matters | Auditors Response |
| Revenue recognition - Work in Progress using the percentage completion method for fixed priced contracts | Our audit procedures related to Work In Progress included the following, among others: |
| Fixed price construction revenue is recognized using a percentage of completion method when the pattern of benefits from construction activity rendered to the Departments/Customer and the Companys costs to fulfil the contract is not evenly spread across the period of contract because the construction contracts are absolutely discrete in nature. Revenue from such types of contracts is recognized based on percentage-of- completion method. | We tested the effectiveness of controls relating to (1) recording of costs incurred and estimation of costs required to complete the remaining contract performance obligations and (2) estimation for expected profitability. We selected a sample of fixed price contract measured by using percentage-of-completion method and performed the following: |
| Use of the percentage-of-completion method requires the Company to determine the actual costs expended to date as a proportion of the estimated total costs to be incurred for allotted contract. The estimation of total costs involves significant judgement and is assessed throughout the period of the contract to reflect any changes based on the latest available information including price escalation and extra work required as per customer. | - Evaluated managements ability to reasonably estimate the progress towards satisfying the performance obligation by comparing actual Costs incurred for performance obligations that have been fulfilled. |
| - Compared costs incurred with Companys estimate of costs incurred till date to identify significant variations and evaluate whether those variations have been considered appropriately in estimating the remaining costs to complete the contract. | |
| We identified the estimate of total costs to complete fixed price contracts measured using the percentage completion method as a key audit matter as the estimation of total costs involves significant judgement and is assessed throughout the period of the contract to refect any changes based on the latest available information. This estimate has an inherent uncertainty and requires consideration of expected profitability, Costs incurred till date and estimates of costs required to complete the remaining contract performance obligations over the term of the contracts. This required a high degree of auditor judgment in evaluating the audit evidence and a higher extent of audit effort to evaluate the reasonableness of the total estimated amount of revenue recognized on fixed-price contracts. | |
| - Tested the estimates for consistency based on the past years and inquired the possible delays in achieving the completion which require changes in estimated costs to complete the remaining performance obligations. | |
| Refer Note 27 to the Financial Statements | X |
| Company has to comply with the various contract requirements including supply/fitting/usage of required quality of material and peripherals as per specifications. There is no formal process for selection of vendors and sub-contractors for ensuring requirement of contracts. | Our audit procedures based on which we arrived at the conclusion regarding reasonableness of selection including the followings: |
| We understood and performed inquiry with the management on the selection process of vendors and sub-contractors, observed minutes of board meetings, and its effectiveness to ensure that managements selection is in line with the contract requirements. | |
| Company does not have a formalized and Documented process i.e. SOP with scope of physical verification in place for conducting periodic physical verification of its fixed assets which are recorded in the Fixed Asset Register (FAR). Further, there is no evidence of physical verification presented before us. | Our audit procedures based on which we arrived at the conclusion regarding reasonableness of maintenance of FAR including the followings: |
| Since the Companys operations, which involve widespread deployment of movable and immovable fixed assets across multiple project sites threats like unidentified losses, theft, inefficient utilization, misstatement of recording in the FAR etc are always present. | We tested and inquired for the new additions during the year in the fixed assets, physical position of the said asset and recording in the FAR has been verified to identify the risks associated with keeping of FAR and based on our test check, no discrepancy have been observed. |
Emphasis of matter:
a) Attention is invited to Note No. 11 to the financial statements as regards the advance given to an individual for the purpose of carrying joint venture business of acquisition of land for construction and development of residential and commercial properties on agreed terms, with respect to which, as at the reporting date, there was no further progress as regards the commencement of business operations. Out of the total advances given, partial amount has been recovered and the balance amount is pending for recovery. On account of potential uncertainty as regards the recovery of aforementioned advance, management has decided not to charge any interest during the current financial year in line with requirements of AS-9 "Revenue Recognition" issued by ICAI. As per the management representation, on account of non-recovery during the FY 2025-26 despite of continuous efforts being made for the recovery along with the interest thereon, the company has decided to file a civil suit in the matter.
b) Attention is invited for the Administrative Warning letter dated May 19, 2026 for noncompliance with Regulations 245(1) of the SEBI (Issue of Capital And Disclosure Requirements ) Regulations 2018 issued by SEBI for incorrect reporting of the Order Book in the prospectus dated May, 09, 2022 and the said violation has been viewed seriously by SEBI.
Our opinion is not modified in this regard.
Information other than the financial statements and auditors report thereon
The Companys board of directors are responsible for the other information. The other information comprises the information included in the Companys annual report but does not include the Financial Statements and our auditors report thereon. The Other Information is expected to be made available to us after the date of this auditors report.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of this auditors report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard as the other information has not been made available as at the date of the auditors report.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Sec 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (AS) specified under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021 as amended. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting policies, making judgements and estimates that are reasonable and prudent and design, implementation and maintenance of internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The board of directors is responsible for overseeing the Companys financial reporting process. Auditors responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. ^
Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the
Central Government of India in terms of subsection (11) of Section 143 of the Companies
Act, 2013, we give in the "Annexure-A", a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, based on our audit we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss including the Statement of, the Cash Flow Statement dealt with by this Report are in agreement with the books of account;
d. In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Accounting Standards) Rules, 2021, as amended to the extent applicable.
e. On the basis of the written representations received from the directors as on March 31, 2026, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026, from being appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B" to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
1) The Company has disclosed the ongoing pending litigations as per Note 27 of the financial statements.
The above mentioned litigations would not have an impact on the financial position of the company even if the outcomes of the said litigations are decided in future against the company as the company h?s sufficient reserves and surplus as at the reporting date.
2) The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
3) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
4) (i) The management has represented to us that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(ii) The management has represented to us that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(iii) Based on the audit procedures conducted that have been considered reasonable and appropriate in the circumstances, nothing has come to our attention that has caused us to believe that the representation under sub clause (i) and (ii) of Rule 11 (e) as provided under paragraph (2) (h) (4) (i) & (ii) above, contain any material misstatement.
5) The Company has not proposed/declared/paid any dividend during the year. Hence, reporting of the compliance under Section 123 of the Act is not applicable.
6) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
Annexure A to the Independent Auditors Report to the members of Rachana Infrastructure Limited on its financial statements dated May 30, 2026.
Report on the matters specified in paragraph 3 of the Companies (Auditors Report) Order, 2020 ("the Order) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements section.
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
i. (a) (A) The company has maintained records showing particulars of Property, Plant and Equipments but such records does not include quantitative details and situation of plant and Equipments. The situation of the movable assets used in the construction activity keeps on changing on account of the same being used at various sites where there is ongoing work and depending upon the requirements for a particular contract.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) The Company has a programme of verification to cover all the items of Property, Plant and Equipment in a phased manner over a period of 3 years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.
Pursuant to the programme, we have been told that, certain Property, Plant and Equipment were physically verified by the management during the year however the evidences of the said physical verification were not made available to us. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the Company) disclosed in the financial statements are held in the name of the Company as at the balance sheet date.
(d) In our opinion and according to the information and explanations given to us, the company has not revalued its Property, Plant and Equipments (including Right of Use of assets) and intangible assets during the year.
(e) As per the information and explanations given to us and on the basis of the representation by the management, there are no proceedings that have been initiated during the year or are pending against the Company for holding any Benami Property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
ii. (a) The Inventories have been physically verified during the year by the management at reasonable intervals. However, details of such verification are not formally kept. In our opinion and according to the information and explanations given to us, the coverage and procedure of such verification by the management is appropriate having regard to the size of the company and nature of its operations. No discrepancy of 10% or more in the aggregate for each class of inventory were noticed on such physical verification of inventories when compared with books of accounts. - -
(b) As disclosed in Note No. 26 to the financial statements, the Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks during the year on the basis of primary security of current assets of the Company but utilization of sanctioned limits has been allowed by the lenders based on the drawing power calculated on the basis of value of stocks reported in the weekly stock statements.
On account of the nature of business being construction of roads and building, the management has represented to us that the reconciliation of the values of stocks / Book debts/ sundry creditors reported in the monthly statements filed with the bankers with that recorded in the books of accounts is practically impossible as the representatives from different sites have to confirm the work done / supply of materials made by the vendors which takes lot of time and hence, the figures reported to our bankers for the respective months do not coincide with the reported figures which are based on unaudited books. Further, the write off of book debts, delay in recording of invoice due to pending confirmations, late receipt of invoice from the supplier, non-consideration of mobilization advances from the customers, adjustment of credit/debit notes etc. are the reasons which are also contributing to the variations in the reported figures. Accordingly, they have shown their inability to provide documentation of such differences and hence the same cannot be examined by us and reported upon. The management has further represented that they have disclosed all the facts in the aforesaid note and also explained the reasons on account of which the differences might have arisen between the value of stock / book debts / sundry creditors reported in monthly stock statements with the figures of books of accounts.
iii. According to the information and explanations given to us and on the basis of our examination of the books of account, during the year, the company has not granted loans or advances in the nature of loans or any guarantee or security to companies, firms, limited liability partnership or other parties listed in the register maintained under section 189 of the Companies Act 2013. Accordingly, reporting under clause 3 (iii) (a) to (f) of the Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has not complied with the provisions of Section 186 of the Act with respect to the loans given in so far as the interest has not been charged in compliance of the provisions of the Act.
As regards the above, the management has represented that the company has not charged any interest on the pending recovery of unsecured long term advance on account of no recovery of the principal amount alongwith the interest charged in the preceding years despite of the continuous ongoing efforts by the management and the potential uncertainty of the recovery of the above mentioned advance.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits from the public during the year in terms of directives issued by the Reserve Bank of India or the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
vi. The Central Government has prescribed maintenance of cost records under section 148(1) of the Act, for the services rendered by the Company. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the Company. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate of complete.
vii. (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Goods and Services Tax, Provident Fund, Employees State Insurance, Income-tax, Sales tax, Service tax, duty of Customs, duty of Excise, value added tax, cess and other applicable statutory dues with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, Goods and Services Tax, duty of customs, cess and other material statutory dues were in arrears as at 31 March 2026 for a period of more than six months from the date they became payable except the amount of TDS Defaults of Rs. 0.88 Lakhs as displayed on the Income Tax E- Filing Website which are not disputed by the Company and which are not booked as unpaid in the books of accounts.
(b) The details of the statutory dues which have not been deposited on account of dispute and the forums where the said disputes are pending are as hereunder:
Name of the Statute |
Nature of Dues | Forum where dispute is pending | Financial Year | Amount | Amount paid under protest |
| M.P. Commercial Tax | Commercial Tax | Appellate Authority | 2017-18 | 26.02 | 6.51 |
| GST (Gujarat State) | GST | GSTAT, Surat | 2020-21 | 248.58 | 12.48 |
| GST (Madhya Pradesh) | GST | GSTAT, Indore | 2019-20 | 239.60 | 16.48 |
| GST (Maharashtra) | GST | High Court, Mumbai | 2019- 20 2020- 21 | 2339.90 | 208 |
| Service Tax | Service Tax | CESTAT Ahmedabad | 2016-17 | 17.373 | 1.75 |
viii. In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, we confirm that we have not come across any transactions not recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
ix. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, we are of the opinion that, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.
(b) According to the information and explanations given to us including representation received from the management, the Company has not been declared willful defaulter by any bank, financial institution or other lenders or government or any government authority.
(c) In our opinion and according to the information and explanations given to us, the Company has utilized the money obtained by way of term loans during the year for the purposes for which they were obtained.
(d) On an overall examination of the financial statements of the Company, prima facie, no funds raised on short-term basis have been used for long term purposes by the Company.
(e) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the Company.
I ( ii.. . - 1
(f) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on Clause 3(ix)(f) of the Order is not applicable to the Company.
x. (a) The Company did not raise money by way of initial public offer or further public offer
(including debt instruments) during the year.
(b) The Company has not made any preferential allotment / private placement of shares / fully / partly / optionally convertible debentures during the year.
xi. (a) In our opinion and according to the information and explanations given to us, there has been no fraud by the Company or any fraud on the Company that has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) As represented to us by the Management, there are no whistle blower complaints received by the Company during the year.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by applicable accounting standards.
xiv. In our opinion, the Company has an adequate Internal Audit System commensurate with the size and nature of its business.
xv. According to the information and explanations given to us, in our opinion, during the year, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
xvi. (a) According to the information and explanations given to us and based on our examination of the records of the company, in our opinion the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934). Accordingly, the requirement to report on clause 3 (xvi) (a) to (c) of the Order is not applicable to the Company.
(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under Clause 3 (xvi) (d) of the Order is not applicable.
xvii. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year. Accordingly, provisions of clause (xviii) of the Order are not applicable to the Company.
xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
xx. a) During the year, the company has spent the amounts for the compliance of CSR Provisions in a project other than the ongoing project. Since the Company has fully spent the amount during the year as regards its CSR obligation, the requirement of transferring the unspent amount to a fund in compliance with second proviso to Sec 135(5) of the Companies Act, 2013 is not applicable.
b) Since the Company has not incurred its CSR expenditure with respect to an ongoing project, the requirement of transferring the unspent amount to a special account in compliance with the provision of Sec 135(6) of the Companies Act, 2013 is not applicable.
xxi. According to the information and explanations given to us and based on our examination of the records of the company, in our opinion, financial statements are presented on standalone basis. Accordingly, para 3(xxi) of the order is not applicable to the company.
Annexure B to the Independent Auditors Report to the members of Rachana Infrastructure Limited (the Company) on its financial statements dated May 30, 2026.
Report on the Internal Financial Controls with reference to Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") as referred to in paragraph 2(f) of Report on Other Legal and Regulatory Requirements section.
We have audited the internal financial controls over financial reporting of RACHANA INFRASTRUCTURE LIMITED ("the company") as of March 31, 2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of Internal Control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementations and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on the companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the guidance note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial Controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those standards and the Guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal financial controls based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting. * __
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorization of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of inherent limitations of internal financial control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial control over financial reporting to future periods are subject to the risk that internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the company has, in all material respects, an adequate internal financial control over financial reporting and such internal financial control over financial reporting were operating effectively as at March 31, 2026, based on the internal financial control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting issued by the Institute of Chartered Accountants of India.
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