Rachana Infrastructure Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting the 23^rd Annual Report on business and operations along with Audited

Financial Statements and the Auditors report of your Company for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The Financial Performance of the company for the year ended 31^st March; 2024 is summarized as below:

(Rs. in Lakhs except EPS)

Particulars for the year ended	March 31, 2024	March 31,2023
Net revenue from Operations (Sales)	9396.95	6522.90
Profit Before Depreciation, Exceptional Item and Tax	699.72	490.40
Less: Depreciation	245.58	186.46
Profit Before Extra-Ordinary Items and Tax	454.14	303.94
Extra Ordinary Items	0.00	0.00
Profit Before Tax	454.14	303.94
Tax Expense
-Current Tax	110	75.00
Less: MAT Credit Receivable	0.00	0.00
-Deferred Tax	(18.72)	2.73
Profit After Tax	362.85	226.21
EPS (Basic) (In Rs.)	1.95	1.22
EPS (Diluted) (In Rs.)	1.95	1.25

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

During the year under review, your Company has achieved a total Net sale of Rs. 9396.95 lakhs and achieved Net Profit after Tax (NP) of Rs. 362.85 Lakhs which is sustained the same compare to the previous financial years net sales and Net Profit after Tax. Your directors are optimistic about the performance of the Company in the coming years.

3. RESERVES & SURPLUS:

The Company has incurred profit of Rs.362.85 Lakhs for the current financial year and the same is proposed to be transferred to Reserves & Surplus.

4. SHARE CAPITAL:

a) Authorized Capital:

The authorized share capital of the Company as on date of balance sheet is Rs. 22,50,00,000/- divided into 2,25,00,000 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. 18,60,050,000(Rupees Eighteen Crores Sixty Lakhs Five Thousand only) divided in to 1,86,05,000 (One Crore Eighty-Six Lakhs Five Thousand) Equity Shares of Rupees 10/- Each.

c) Utilization of Excess Fund Transferred in General Corporate Purpose from The Fund Raised for Public Issue Expenses:

Pursuant to Regulation 32(4) of the SEBI (LODR) Regulations,2015 the detail for Utilization of Excess Fund Transferred in General Corporate Purpose from The Fund Raised for Public Issue Expenses mentioned as under.

In the year 2022 we floated our IPO and got listed on NSE EMERGE, the board while preparing for it estimated that there would be an expense of Rs 60.00 lakhs. Accordingly, Company set aside the said amount from the IPO Proceeds to fund the expenses. But, as on March 31, 2023 after paying all the expenses relating to IPO there remained an excess fund of Rs. 24.21 lakhs under the head of Public Issue Expenses. Hence, the Board decided to transfer the said excess money under the head of General Corporate Purpose to utilize the fund in more profitable activities.

Therefore, with the intention of enhancing the value of Shareholders by utilizing the issue proceeds in the profitable activities the Company on the 22^nd Annual General meeting Company has passed Special Resolution and with the Approval of Members the said Amount of Rs.24.21 Lakhs transferred to use fund in General Corporate Purpose and then utilised the said fund adequately which leads to increased

Profitability.

5. DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31st March, 2024.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

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

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY-

There is no change in the nature of business carried out by the Company in the Year 2023-24.

7. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your company has no subsidiaries, joint ventures or associate companies.

8. CORPORATE GOVERNANCE

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para-C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

Therefore, the Corporate Governance Report is not applicable on the Company and therefore it does not form the part of the Annual Report for the Financial Year 2023-24.

9. DEPOSIT:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

10. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186

Details of loans and guarantees given, investments made and securities provided, if any, as covered under the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.

11. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation

34(2)(e) of the Listing Regulations is given as "Annexure - C" to this report.

12. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

a) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the Company for that period under review.

b) 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.

c) The directors have prepared the annual accounts on a going concern basis.

d) 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; and

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

13. ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://rachanainfra.com/annual-return/

14. BOARD OF DIRECTORS, BOARD AND COMMITTEE MEETINGS & KEY MANAGEMENT PERSONNEL

I. COMPOSITION OF BOARD:

The Company has a balanced board with optimum combination of Executive, Non-Executive and Independent Directors. Which plays a Crucial role in board processes and provides independent judgement on issues of strategy and performance. The board of Directors of the Company consist of eminent individuals from diverse fields having experience and expertise in their respective fields. As on March 31, 2024 Board comprises of 6 (Six) directors out of which 1 (one) is an Executive Director, 2(two) are non-Executive non independent directors and remaining 3 (three) are Non-Executive Independent directors. Independent directors are appointed in compliance with the applicable provisions of the Act, as amended from time to time.

The Chairman of the Board is an executive Director.

None of the directors on the board holds the directorship in more than 20 (twenty) Companies and out of them none of the director holds the directorship in 10(ten) public companies at a time, pursuant to provision of section 165 of the Act.

The table below gives the Composition of the Board and the directorship held by each of the company at the end of Financial Year 2023-24.

NAME OF DIRECTOR	CATEGORY	DATE OF APPOINTMENT	NUMBER OF SHARES HELD BY DIRECTORS IN THE COMPANY
MR. GIRISHKUMAR OCHCHHAVLAL RAVAL (CHAIRMAN & MANAGING DIRECTOR) DIN: 01646747	PROMOTER-EXECUTIVE DIRECTOR	29/06/2001	5686981
MS. BHAMINIBEN BALDEVPRASAD MEHTA (DIRECTOR) DIN:01646822	PROMOTER- NON-EXECUTIVE NON- INDEPENDENT DIRECTOR	29/06/2001	1531800
MR. ASHOK KUMAR OCHCHHAVLAL RAVAL (DIRECTOR) DIN: 01646865	NON-EXECUTIVE NON- INDEPENDENT DIRECTOR	29/06/2001	685998
MR. KALPIT MANISH BHAI DAVE (DIRECTOR) DIN:08575050	NON-EXECUTIVE NON- INDEPENDENT DIRECTOR	20/12/2019	NIL
MR. BHARATKUMAR CHAUDHARY (DIRECTOR) DIN:08638911	NON-EXECUTIVE NON- INDEPENDENT DIRECTOR	16/02/2022	NIL
MS. DHWANI JASPALSINH SOLANKI (DIRECTOR) DIN: 10299290	NON-EXECUTIVE NON- INDEPENDENT DIRECTOR	30/08/2023	NIL
MR. SAUREEN BHARATKUMAR PATEL (DIRECTOR) DIN: 08575790	NON-EXECUTIVE NON- INDEPENDENT DIRECTOR	30/12/2020	NIL

*Mr. Saureen Bharatkumar Patel had tendered his resignation as a Non-Executive and Independent Director of the company with effect from 30^th August,2023.

*Ms. Dhwani Jaspalsinh Solanki has been appointed as an Additional Director in the category of Non-Executive and Independent Director of the Company at the Board Meeting dated August 30,2024. Subsequently in the 22^nd Annual General Meeting of the Company, Members have approved her regularization by passing a Special Resolution. As on March 31, 2024 none of the Directors of the Company were related to each other except Mr. Girish kumar Ochchhavlal Raval Managing Director, Ms. Bhaminiben Baldevprasad Mehta Director and Mr. Ashok Kumar Ochchhavlal Raval Director who are related to each other as per the provisions of the Act.

II.MEETING OF BOARD OF DIRECTORS:

During the Financial Year ended March 31, 2024 TEN (10) meetings of the Board of directors of the company. The Intervening gap between the Meetings was within the limit prescribed under the Companies Act, 2013. The following meetings of the Board of Directors were held during the financial year ended March 31, 2024 with attendance of each Director at the Board Meeting and Annual General Meeting.

		Name of the Directors
Sr. No	Date of Meeting	Girish Kumar Raval	Bhamini ben Mehta	Ashok kumar Raval	Saureen Patel (Up to 30/08/ 2024)	Kalpit Dave	Bharat Kumar Chaudhary	Dhwani Solanki (From 30/08/ 2024)
I.	25/04/2023	Yes	Yes	Yes	Yes	Yes	No	N.A.
II.	30/05/2023	Yes	Yes	Yes	Yes	Yes	No	N.A.
III.	01/08/2023	Yes	Yes	Yes	Yes	Yes	No	N.A.
IV.	30/08/2023	Yes	Yes	Yes	Yes	Yes	Yes	N.A.
V.	18/09/2023	Yes	Yes	Yes	N.A.	Yes	No	Yes
VI.	08/11/2023	Yes	Yes	Yes	N.A.	Yes	No	Yes
VII.	29/11/2023	Yes	Yes	Yes	N.A.	Yes	No	Yes
VIII.	13/12/2023	Yes	Yes	Yes	N.A.	Yes	No	Yes
IX.	06/01/2024	Yes	Yes	Yes	N.A.	Yes	Yes	Yes
X.	17/02/2024	Yes	Yes	Yes	N.A.	Yes	No	Yes
Annual General Meeting held on 30/09/2023		Yes	Yes	Yes	N.A.	Yes	Yes	Yes

*Mr. Saureen Bharatkumar Patel had tendered his resignation as a Non-Executive and Independent Director of the company with effect from 30^th August,2023.

*Ms. Dhwani Jaspalsinh Solanki has been appointed as an Additional Director in the category of Non-Executive and Independent Director of the Company at the Board Meeting dated August 30,2024. Subsequently in the 22^nd Annual General Meeting of the Company, Members have approved her regularization by passing a Special Resolution.

III. APPOINTMENTS:

Ms. Dhwani Jaspalsinh Solanki has been appointed as an Additional Director in the category of Non-Executive and Independent Director of the Company at the Board Meeting dated August 30,2024. Subsequently in the 22^nd Annual General Meeting of the Company, Members have approved her regularization by passing a Special Resolution.

IV. CESSATIONS:

Mr. Saureen Bharatkumar Patel had tendered his resignation as a Non-Executive and Independent Director of the company with effect from 30^th August,2023.

V. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, and Companies Articles of Association, MR. GIRISHKUMAR OCHCHHAVLAL RAVAL (DIN: 01646747), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Necessary resolution for his re-appointment is placed before the shareholder for approval.

VI. PROFILE OF DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:

(i)At the 18^th Annual General Meeting of the Company held on September 30, 2019 the Shareholders approved the re-appointment of MR. GIRISHKUMAR OCHCHHAVLAL RAVAL (DIN: 01646747) for further period of 5 (Five) years till September 30, 2024.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has Considered and approved the appointment of MR. GIRISHKUMAR OCHCHHAVLAL RAVAL on Fresh terms and Conditions of reappointment and remuneration effective from September 30, 2024.Subject to the Approval of Members at the Forthcoming Annual General Meeting. The Board recommends their appointment.

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 23^rd Annual General Meeting.

(ii) Mr. Kalpit Manish bhai Dave (DIN: 08575050) was appointed as an Additional Independent Director of the Company by the Board of Directors in their meeting held on 20^th December, 2019 and regularised as on 30^th December, 2020 for the term of five years and as his term is going to complete as on 19^th December,2024. Therefore, herein with the recommendation of Nomination and Remuneration Committee and with the Approval of Board of Directors of the Company Mr. Kalpit Manish bhai Dave (DIN: 08575050) is re-appointed as an Independent Director of the Company subject to the Approval of the Members of the Company in the 23^rd Annual General Meeting with effect from 19^th December,2024 up to 18^th December, 2029.

VII. KEY MANAGERIAL PERSONNEL:

Pursuant to provisions of Section 2(51) and 203 of Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended the following persons are to be Key Managerial Personnel of the Company;

As on the dated 31/03/2024, the following persons are the Key Managerial Personnel(s) of the Company: a) Mr. Girishkumar Ochchhavlal Raval, Chairman & Managing Director b) Ms. Ishita Prakash Kumar Raval, Chief Financial Officer

c) Mr. Smit Dhanvantkumar Shah, Company Secretary & Compliance Officer (up to 13^th December,2023)

d) Ms. Himali Maheshbhai Thakkar, Company Secretary & Compliance Officer (From 06^th January, 2024)

During the year under review, Mr. Smit Dhanvantkumar Shah has resigned from the post of Company Secretary & Compliance officer of the Company. effective from 13^th December,2023 and The Board of directors has appointed Miss. Himali Thakkar as a Company Secretary & Compliance officer of the Company. Who is a Key Managerial Personnel as per Section 203 of the Act. Apart from the said change, there is no other change in the Key managerial personnel of the Company during the year under review.

VIII. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations in the opinion of the Board, the Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

IX. DISQUALIFICATIONS OF DIRECTORS:

During the Financial year 2022-2023 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 Section164(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".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

1. COMMITTEES OF THE BOARD

The Board receives regular communication regarding policy related issues as well as other pertinent and important information. Your Board Currently has Four (4) Committees, namely the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee to look into various aspects for which they have been established in order to provide better corporate governance and transparency. The terms of reference of these committees are in line with Act.

Your Company has four Committees of the Board, namely: I. Audit Committee

II. Nomination and Remuneration Committee III. Stakeholders Relationship Committee IV. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in detail as below:

I. Audit Committee:

The Audit Committee of board of directors is duly constituted vide Board Resolution dated 20^th December, 2019 in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time and Audit Committee reconstituted on 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 reconstituted Audit Committee comprises following members.

Sr. no Name of the Director	Category/Nature of Directorship	Number of meetings held		Percentage of Attendance
		Held	Attended
1 Ms. Dhwani Jaspalsinh Solanki	Chairman, Non-Executive Independent Director	2	2	100%
2 Mr. Saureen Bharatkumar Patel	Member, Non-Executive Independent Director	2	2	100%
3 Mr. Kalpit Manish Bhai Dave	Member, Non-Executive Independent Director	4	4	100%
4 Ms. Bhaminiben Baldevprasad Mehta	Non-Executive, Non- Independent Director	4	4	100%

*Mr. Saureen Bharatkumar Patel had tendered his resignation as a Non-Executive and Independent Director of the company with effect from 30^th August,2023.

*Ms. Dhwani Jaspalsinh Solanki has been appointed as an Additional Director in the category of Non-Executive and Independent Director of the Company at the Board Meeting dated August 30,2024. Subsequently in the 22^nd Annual General Meeting of the Company, Members have approved her regularization by passing a Special Resolution.

The Committee was further reconstituted with effect from October 01, 2023

The Chief Financial Officer was invited to attend the audit Committee meetings. The Company Secretary of the company acts as a Secretary of the Committee. The Board of directors has taken note of and accepted the observations and recommendations made by the Audit Committee.

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.

Four Audit Committee meetings were held during the year 2023-24 on 30/05/2023, 30/08/2023, 08/11/2023 and 17/02/2024.

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted vide Board Resolution dated December 20, 2019 in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Committee was further reconstituted with effect from October 01, 2023 The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2023-24 are given below:

Sr .no Name of the Director	Category/Nature of Directorship	Number of meetings held		Percentage of Attendance
		Held	Attended
1. Mr. Bharatkumar Dipak Bhai Chaudhary	Chairman, Non-Executive Independent Director	2	2	100%
2. Ms. Dhwani Jaspalsinh Solanki	Member, Non-Executive Independent Director	1	1	100%
3. Mr. Saureen Bharatkumar Patel	Member, Non-Executive Independent Director	1	1	100%
4. Mr. Kalpit Manish Bhai Dave	Member, Non-Executive Independent Director	2	2	100%

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the Website of the Company at https://rachanainfra.com/policies/. Nomination and Remuneration Committee Meeting was held twice during the year 2023-24 as on 30/08/2023 and 06/01/2024.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has Constituted a Stakeholders Relationship Committee pursuant to the provisions 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 February 28, 2022. The constituted Stakeholders Relationship Committee comprises the following members:

The Committee was further reconstituted with effect from October 01, 2023

Sr. no Name of the Director	Category/Nature of Directorship	Number of meetings held		Percentage of Attendance
		Held	Attended
1. Mr. Kalpit Manish Bhai Dave	Chairman, Non-Executive Independent Director	2	2	N.A.
2. Ms. Bhaminiben Baldevprasad Mehta	Member, Non-Executive Independent Director	2	2	N.A.
3. Ms. Dhwani Jaspalsinh Solanki	Member, Non-Executive Independent Director	1	1	N.A.
4. Mr. Saureen Bharatkumar Patel	Member, Non-Executive Independent Director	1	1	N.A.

The Stakeholders Relationship Committee looks into shareholders complaints related to transfer of shares, non-receipt of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.

Stakeholders Relationship Committee meetings was held twice during the year 2023-24 as on 30/05/2023 and 17/02/2024.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee has formed as per Section 135 of the Companies Act, 2013 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. The constituted Corporate Social Responsibility Committee comprises the following members:

A. To recommend the policy on Corporate Social Responsibility (CSR) and Implementation of the CSR

Projects or program to be undertaken by the company as per the CSR Policy for consideration and approval by the Board of Directors. B. Recommend the amount of expenditure to be incurred on the corporate social responsibility activities; and C. Monitor the implementation of the Companys corporate social responsibility policy.

During the financial year 2022-23, the Company has done CSR expenditure of Rs. 10,20,000 (Rupees Ten Lakhs Twenty Thousand Only).

However, Section 135 of the Companies Act, 2013 is not applicable to the company for the Financial Year 2023-24, But the Board has Constituted a Corporate Social Responsibility ("CSR") Committee to monitor the Corporate Social Responsibility policy of the Company.

The Corporate Social Responsibility Committee comprises the following:

Name	Category	Position	No. of meetings held	No. of meetings attended
Mr. Kalpit Manish Bhai Dave	Independent Director	Chairman	1	1
Ms. Dhwani Jaspalsinh Solanki	Independent Director	Chairperson	1	1
Mr. Saureen Bharatkumar Patel	Independent Director	Member	N.A.	N.A.
Ms. Bhaminiben Baldevprasad Mehta	Director	Member	1	1

CSR meetings was held once during the year 2023-24 on 08/11/2023.

2. COMPLIANCE OFFICER

During the year under review Mr. Smit Dhanvantkumar Shah is a Compliance Officer of the Company who is also designated as Company Secretary of the Company. (Up to the 13^th December, 2023) and as on 06^th January, 2024 Miss. Himali Maheshbhai Thakkar is appointed as Company Secretary & Compliance officer of the Company

3. Statements on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of report.

5. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN

FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Companys operations in future.

6. AUDITORS

1.Statutory Auditor:

M/s. Ankit Chokshi & Co., Chartered Accountants [FRN-121722W] Ahmedabad were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the 19th Annual General Meeting held on December 30, 2020 till the conclusion of 24th AGM to be held in the Calendar year 2025 i.e. for FY 2020-2021 to 2024-2025 at a remuneration of 2,35,000 (Rupees Two Lakh Thirty Five Thousand Only) to conduct the audit for the Financial Year 2020-2021 payable in One or more Instalments plus Goods and Services tax as applicable.

As such M/s. Ankit Chokshi & Co., Chartered Accountants [FRN-121722W] Ahmedabad has been resigned from his duties as on 02^nd September, 2024 and M/S. B J Patel & J L Shah Chartered Accountants [FRN: 104148W] appointed w.e.f 03^rd September, 2024 with the approval of Board of Directors and Subject to the Approval of Members at the ensuing 23^rd Annual General Meeting to be held on 26^th September,2024 at a remuneration mutually agreed between the Board and Auditor of company.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

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.

2.Cost Auditor:

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.

3.Secretarial Auditor:

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 for FY 2023-24. The report of the Secretarial Auditor for FY 2023-24 is enclosed to this report as "Annexure B". The report is self-explanatory.

4.Internal Auditor:

M/s. Ankit P Gupta & Co., Chartered Accountants, Ahmedabad has been appointed as Internal Auditors of the Company for FY 2023-24. 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.

7. PERSONNEL

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as "Annexure - A". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption are not required to be reported considering the nature of activities undertaken by the company during the year under review.

B. TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption: None ii. The benefits derived like product improvement, cost reduction, product development or import substitution: None iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): None

a) The details of technology imported: N.A. b) The year of import: N.A. c) Whether the technology been fully absorbed: N.A. d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

The expenditure incurred on Research and Development: Nil

(2) FOREIGN EXCHANGE EARNINGS & OUTGO

The company has not done any transactions whereby it is required to report foreign exchange earnings as well as outgo.

Foreign Exchange Earning: NIL Foreign Exchange Outgo: NIL

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the FY 2023-24 with related parties were in compliance with applicable provisions of the Act and on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, or other designated persons which may have potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee as also the Board for approval. The Company has developed a Related Party Transaction Policy for the purpose of identification and monitoring of such transaction. The Related Party Transaction policy is placed on the Companys website www.rachanainfra.com Particulars of Contracts or arrangements with Related Parties referred to in section 188 (1) of the Act, are disclosed in Form AOC-2 as Annexure - D to this Report.

10. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

POLICY

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

11. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

12. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has designed and implemented a process driven framework for Internal Financial Controls (‘IFC) within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31, 2024, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Companys operations. During the year, no reportable material weakness was observed.

13. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

There was no complaint outstanding/ received from any employee during the financial year 2023- 24 and hence, no complaint is pending as on March 31, 2024 for redressal.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. Your directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

14. 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 behaviour, 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 https://rachanainfra.com/policies/

15. 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.

16. 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.

17. 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.

18. HUMAN RESOURCES

Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the companys vision. Your company appreciates the spirit of its dedicated employees.

19. INDEPENDENT DIRECTORS MEETING

The Independent Directors met on March 31, 2024 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors. The Independent Directors reviewed the performance of the non-independent Directors and Board as a whole. The Performance of the Chairman taking into account the views of Executive Directors and non-executive Directors and assessed the quality, quantity and timeline of flow of inform action between Company management and Board.

20. SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

21. THE DETAILS APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016:

During the financial year ended on March 31, 2024, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

22. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF

ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

Not applicable during the year under review.

23. REPORT ON FRAUDS

There were no frauds reported during the year.

24. ACKNOWLEDGEMENT

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

	By Order of the Board of Directors
	For, RACHANA INFRASTRUCTURE LIMITED
	Sd/-
Date: 03/09/2024	Girishkumar Ochchhavlal Raval
Place: Ahmedabad	Chairman & Managing Director
	DIN: 01646747