Rachana Infrastructure Ltd Directors Report

— Rachana Infrastructure Limited (FY ended March 31, 2026)

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Boards Report is prepared based on the standalone financial statements of the company.

Amount in Lakh (Except EPS)

Particular	FY 2025-26	FY 2024-25
Total Income for the year	14051.88	9686.73
Operating & Administrative expenses	12566.02	8918.36
Profit/(Loss) Before Depreciation And Taxes	1485.86	768.37
Less: Depreciation	130.33	215.20
Net Profit/(Loss) Before Tax	1355.54	553.17
Less: Current Tax	344.58	150.00
Deferred Tax	-1.76	-7.16
Profit/(Loss) After Tax	1012.72	410.33
Earnings Per Share: Basic	5.44	2.21
Earnings Per Share: Diluted	5.44	2.21

2. OPERATION & REVIEW

The Companys total Revenue from operation during FY 2025-26 is 14051.88 Lakhs as against 9686.73 Lakhs of the previous year. The Company made a net profit of 1012.72 Lakhs for FY 2025-26 as against 410.33 Lakhs of previous year after considering Depreciation and Provision of tax.

The Earning Per Share of the Company for FY 2025-26 is 5.44/- (Basic & Diluted). The Management is looking forward to get better result in next year and increase in Profit.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for the financial year ended on 31st March, 2026.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company.

7. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, JV and Associates Companies.

8. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments since the close of the financial year i.e. 31st March, 2026 till the date of signing of this Directors Report, affecting the financial position of your Company.

9. CHANGES IN AUTHORISED AND PAID UP SHARE CAPITAL

a) Authorized Capital:

The authorized share capital of the Company as on date of balance sheet is Rs. 22,50,00,000/- (Twenty Two Crore Fifty Lakh Rupees Only) divided into 2,25,00,000 (Two Crore Twenty Five Lakh) equity shares of Rs.10/- each.

During the Year there is no any change in the Authorised Share Capital of the Company.

b) Issued Capital, Subscribed and Paid-up Capital:

Rs. 18,60,50,000/- (Rupees Eighteen Crores Sixty Lakhs Fifty Thousand only) divided into 1,86,05,000 (One Crore Eighty-Six Lakhs Five Thousand) Equity Shares of Rupees 10/- Each.

10. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by your Company during the financial year under review with related parties were in the ordinary course of business and on an arms length basis and is in compliance with the applicable provisions of the Act and the Listing Regulations. During the year, there are no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of your Company at large. There were no materially significant Related Party Transactions made by your Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations.

There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of transactions with related parties as required are provided in Form AOC-2 as annexed as Annexure - A

11. FIXED DEPOSITS/DEPOSITS

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

12. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the standalone financial statements provided in this Annual Report.

13. DISCLOSURE UNDER SECTION 164(2) AND CONFIRMATION OF REGISTRATION OF INDEPENDENT DIRECTORS WITH INDEPENDENT DIRECTORS DATABANK

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have complied the registration with Independent Directors Databank.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND OTHER DISCLOSURES

The Board of Directors of your company has various Executive and Non-Executive Directors including Independent Directors who have wide experience in different disciplines of corporate functioning.

As per the provisions of Section 152 of the Companies Act, 2013 Mrs. Bhaminiben Baldevprasad Mehta (DIN:01646822), is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment. Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming part of this Annual Report. Their re-appointments are appropriate and in the best interest of the Company.

During the year under review there were no changes at the Board of Directors of the Company however at the dated on this report there were following changes in the board:-

Mr. Ashokkumar Raval has resigned from his office of Non-executive Director w.e.f. August 27, 2026. Mr. Brijesh G Raval and Mr. Jaydeep G Raval were appointed as an Additional Executive Director w.e.f. August 27, 2026 upto the conclusion of the upcoming AGM. Also, the Board proposes to regularise their appointment as executive director for the member approval at the upcoming AGM.

Pursuant to Section 149(7) of the Act, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.rachanainfra.com.

During the Financial year 2025-26 under review the company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director disqualified as per provision of Section 164(2) of the Act and debarred from holding the office of a director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated June 14, 2018 and NSE circular dated June 20, 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

BOARD DIVERSITY:

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Act.

BOARD OF DIRECTORS AND KMP

As of the date of this report the Board of Directors and KMPs are as follows:

Sr. No. Name of the KMP	Designation
1 Girishkumar Ochchhaval Raval	Chairman & Managing Director
2 Bhaminiben Baldevprasad Mehta	Non-Executive Non-Independent Director
3 Brijesh Girishbhai Raval	Additional Executive Director
Sr. No. Name of the KMP	Designation
4 Jaydeep Girishbhai Raval	Additional Executive Director
5 Kalpit Manishbhai Dave	Non-Executive Independent Director
6 Dhwani Jaspalsinh Solanki	Non-Executive Independent Director
7 Bharatkumar Dipakbhai Chaudhary	Non-Executive Independent Director
8 Ishita Prakash Raval	Chief Financial Officer

Number of Board Meetings conducted during the year under review

During year under review, 13 (Thirteen) Board Meetings were duly convened and held as per the provisions of the Act. Total number of Board meetings convened and held along with dates is mentioned below:

Number of Board Meeting held:

Sr. No.	Date of Meeting	Total Number of directors associated as on the date of meeting	Number of directors attended	%
1	05.04.2025	6	6	100
2	29.05.2025	6	6	100
3	18.06.2025	6	5	83.33
4	25.08.2025	6	6	100
5	09.09.2025	6	5	83.33
6	01.10.2025	6	6	100
7	10.10.2025	6	5	83.33
8	14.11.2025	6	6	100
9	24.01.2026	6	5	83.33
10	11.02.2026	6	6	100
11	11.03.2026	6	6	100
12	23.03.2026	6	6	100
13	31.03.2026	6	6	100

GENERAL MEETING

During the year under review as per the provisions of the Companies Act, 2013 there was One General Meeting (Annual General Meeting) held on September 22, 2026. All the Directors were present at the said meeting.

BOARD EVALUATION:

Pursuant to the provisions of the Act and SEBI (LODR) Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the Provision of Section 197 (12) of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure-B" to its report.

16. VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.rachanainfra.com.

17. PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

18. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company under Investor Info/Policies/Code of Conduct. All Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company has made practice of regularly informing the Directors all the changes in the Company as well as changes in laws which are applicable to the Company at Board meeting held during the year.

20. AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. B. J. Patel & J. L. Shah, Chartered Accountants (having Firm registration No 104148W), were appointed as the Statutory Auditors of the Company at the 23rd Annual General Meeting of the Company held on 26th September, 2024 for a term of five consecutive years from conclusion of the 28th Annual General Meeting of the Company.

The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

21. STATUTORY AUDITORS REPORT

The Board has reviewed the Statutory Auditors Report on the Accounts of the Company. The observations and comments, appearing in the Auditors Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.

22. COST AUDIT

Pursuant to provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit orders issued from time to time, the Board of Directors has appointed M/s Dalwadi and Associates, Cost Accountants (FRN: 000338) as a Cost Auditors to conduct the audit of cost records of the Company.

The Company has received consent from M/s Dalwadi and Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the Company along with a certificate confirming their independence and arms length relationship.

The Ordinary Resolution seeking approval from members for remuneration payable to the said Cost Auditor forms a part of the Notice of this Annual General Meeting.

23. SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under, Mukesh H Shah & Co., Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as "Annexure - C". The report is self-explanatory.

24. INTERNAL AUDITORS

M/s. Ankit Choksi & Co., Chartered Accountants, Ahmedabad has been appointed as Internal Auditors of the Company for FY 2025-26. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee.

25. BUSINESS RISK MANAGEMENT:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

26. DETAILS PERTAINING TO THE CONSTITUTION AND COMPOSITION OF THE BOARD COMMITTEES

Audit Committee

Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on December 20, 2019 and reconstituted at September 30, 2023 as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended).

The composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:

2025-26

Name	Designation	Category	No. of Meetings held during the year — Held	No. of Meetings held during the year — Attended
Dhwani J Solanki	Chairman	Non-Executive-Independent Director	8	8
Kalpit M Dave	Member	Non-Executive-Independent Director	8	7
Bhaminiben B Mehta	Member	Non-Executive-Non-Independent Director	8	8

Nomination and Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated December 20, 2019 and reconstituted at September 30, 2023.

The composition of the Nomination and Remuneration Committee and details of meetings attended by the members of the Nomination and Remuneration Committee are given below:

Name	Designation	Category	No. of Meetings held during the year — Held	No. of Meetings held during the year — Attended
Bharatkumar D Chaudhary	Chairman	Non-Executive-Independent Director	1	1
Dhwani J Solanki	Member	Non-Executive-Independent Director	1	1
Kalpit M Dave	Member	Non-Executive-Independent Director	1	1

The Policy of nomination and Remuneration committee has been place on the website of the company at www.rachanainfra.com.

Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated December 20, 2019 and reconstituted at September 30, 2023.

The composition of the Stakeholders Relationship Committee and details of meetings attended by the members of the Stakeholders Relationship Committee are given below:

Name	Designation	Category	No. of Meetings held during the year — Held	No. of Meetings held during the year — Attended
Kalpit M Dave	Chairman	Non-Executive-Independent Director	4	4
Bhaminiben B Mehta	Member	Non-Executive-Non-Independent Director	4	4
Dhwani J Solanki	Member	Non-Executive-Independent Director	4	4

Corporate Social Responsibility Committee

In accordance with the requirements of Section 135 of the Act, the Company has reconstituted a Corporate Social Responsibility (CSR) Committee vide board resolution on April 5, 2025.

The composition of the CSR Committee and details of meetings attended by the members of the CSR Committee are given below:

Name	Designation	Category	No. of Meetings held during the year — Held	No. of Meetings held during the year — Attended
Bhaminiben B Mehta	Chairman	Non-Executive-Non-Independent Director	2	2
Kalpit M Dave	Member	Non-Executive-Independent Director	2	2
Dhwani J Solanki	Member	Non-Executive-Independent Director	2	2

Also the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at www.rachanainfra.com. An Annual Report on CSR activities of the Company during the financial year 2025-26 as required to be given under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Annexure - D to this Report.

Independent Directors Meeting

The Independent Directors met on the 20th March, 2026, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies current working and future outlook of as per "Annexure - E".

28. ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at www.rachanainfra.com.

29. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Act is not applicable to the Company, as the Company is presently not engaged in any manufacturing activities.

The Foreign Exchange Earnings and Outgo on account of the operation of the Company during the year was Rs. Nil/-.

30. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

31. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://rachanainfra.com/wp-content/uploads/2025/08/CSR-Policy.pdf. An Annual Report on CSR activities of the Company during the financial year 2024-25 as required to be given under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Annexure -D to this Report.

32. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub section 5 of the Act, Directors subscribe to the "Directors Responsibility Statement", and confirm that:

a) In preparation of annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;
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 at the end of the financial year and of the profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts for the year ended 31st March, 2026 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
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.

33. REPORT ON FRAUDS

There were no frauds reported during the year.

34. SEXUAL HARASSMENT AT WORKPLACE:

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has constituted Internal Complaints Committee for redressal of complaints on sexual harassment. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2026.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the following details are disclosed:

a) Number of complaints of sexual harassment received during the year: Nil
b) Number of complaints disposed of during the year: Nil
c) Number of complaints pending for more than 90 days: Nil

The Company has zero tolerance towards any kind of sexual harassment and maintains a safe working environment for all employees.

35. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review, and has ensured that all eligible women employees received the benefits mandated under the Act.

36. SECRETARIAL STANDARDS:

The Director State That Applicable Secretarial Standards i.e. SS-1 and SS-2, relating to meeting of Board of Directors and General Meetings respectively have been duly followed by Company.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

38. DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending under the Insolvency And Bankruptcy Code, 2016.

39. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS:

There are no significant and material orders passed by Regulators/Court/Tribunals against the company.

41. CORPORATE GOVERNANCE

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME listed Company hence the same has not been annexed to the Boards Report for the financial year ended on 31.03.2026.

42. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support, co-operation and assistance given by them to the Company and their confidence reposed in the management.

By Order of the Board of Directors

For Rachana Infrastructure Limited

Place: Ahmedabad

Date: August 27, 2026

Sd/-

Girishkumar O. Raval

Chairman & Managing Director

DIN: 01646747