Ruchi Infrastructure Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the Forty First Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2025.

FINANCIAL RESULTS (Rs in crores)

The Company recorded revenue of Rs 39.48 crore from operations during the financial year under review as against Rs 39.88 crore in the previous financial year. The profit before depreciation and tax during the year under review was Rs14.95 crore as against profit of Rs 22.53 crore during the previous year. The profit after tax of the Company for the year under review was Rs 1.82 crore as against profit of Rs 12.30 crore (including exceptional gain of Rs 7.25 crore) recorded during the previous financial year. Decrease in profit after tax is largely due to loss in generation of wind energy due to cable theft issues, increased depreciation cost and idle capacity of approximately 10,000 metric tonnes for almost 120 days to perform major repairs in certain storage tanks. There is no major variation in the revenue from operations of infrastructure business during the year under review as compared to that in previous year. The operations at hand-made soap unit were scaled down during the year under review due to lack of parity at the current level of operations. Closure of this unit has been deliberated by the management.

Management Discussion and Analysis Report may please be referred for specific information pertaining to the industry and the Company affecting the business of the Company and the market in which it operates. Refer note no. 48 for detailed segment reporting and performance of the Company. There is no change in the nature of business during the year under review. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year under review and the date of this Report.

During the year ended March 31, 2023, the Company made a preferential issue of 3,07,85,000 warrants each convertible into one equity share at a price of Rs 10.30 per warrant within the validity period of 18 months from the date of allotment. Out of such warrants, 1,02,62,000 warrants were converted during the year ended March 31, 2023. Further, 94,00,000 warrants were converted during the year ended March 31, 2024 and remaining 1,11,23,000 warrants were converted during the year ended March 31, 2025, leaving, no warrants outstanding for conversion. There is no deviation or variation in utilization of proceeds raised through preferential issue from the objects as duly approved by the members of the Company. The proceeds of preferential issue have been fully utilized.

The Company has not transferred and does not propose to transfer any amount to the reserves during the year under review.

The Directors do not recommend any dividend for the year under review.

As on March 31, 2025, the composition of the Board of Directors of the Company was as follows:

Mr. Krishna Das Gupta Non-Executive Independent Director, Chairperson

Mr. Narendra Shah Managing Director

Mr. Parag Choudhary Director (Technical)

Mr. Sankalp Ved Director (Operations)

Mr. Mohan Das Kabra Non-Executive Independent Director

Mrs. Ruchi Joshi Meratia Non-Executive Independent Director

Mr. Ashutosh Pandey Non-Executive Independent Director

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Narendra Shah, Managing Director and Mr. Parag Choudhary, Director (Technical) of the Company retire by rotation at the 41 Annual General Meeting of the Company and being eligible, offers themselves for re-appointment. Such resolutions forms part of the Notice of 41 Annual General Meeting. Necessary information required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards in respect of their re-appointments at the ensuing Annual General Meeting is given in such notice.

During the year under review, with effect from September 1, 2024, Mr. Narendra Shah (DIN: 02143172) and Mr. Sankalp Ved (DIN: 10729867) were appointed as Managing Director and Director (Operations) respectively and designation of Mr. Parag Choudhary (DIN: 07845977) has been changed to Director (Technical). Mr. Ashutosh Pandey was appointed as Non-Executive Independent Director of the Company with effect from September 16, 2024.

The Board of Directors of the Company at its meeting held on May 28, 2025 has elected and approved the appointment of Mr. Mohan Das Kabra (DIN: 07896243), Non-Executive Independent Director, as Chairperson of the Board as successor of Mr. Krishna Das Gupta (as Chairperson) (DIN: 00374379), Non-Executive Independent Director with effect from June 1, 2025.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors of your Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Act, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 or barred by SEBI or any other authority from holding the office of Director. During the year under review, Managing Director, Director (Operations) and Director (Technical) of the Company did not receive any remuneration or commission from any of its subsidiaries, except that Mr. Parag Choudhary, Director (Technical) of the Company has received remuneration of Rs 50.96 lacs from Mangalore Liquid Impex Pvt. Ltd. (Subsidiary Company) for the financial year under review.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the website of the Company i.e. http://www.ruchiinfrastructure.com/Familiarizationprog.html. In the opinion of the Board, each of the Independent Directors has integrity, expertise, requisite experience and proficiency to perform his/her duties as an Independent Director.

The Key Managerial Personnel of the Company are as follows:

Mr. Narendra Shah, Managing Director, Mr. Parag Choudhary, Director (Technical), Mr. Sankalp Ved, Director (Operations), Mr. Pavan Kumar Purohit, Chief Financial Officer and Mr. Ashish Mehta, Company Secretary.

In accordance with the provisions of Section 134(5) of the Act, your directors confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period; 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 on a going concern basis; e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; 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.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors in the manner as enumerated in the Nomination, Remuneration and Evaluation Policy as well as, in accordance with the provisions of the Act and the Listing Regulations. The performance of the Board of Directors was evaluated by it after seeking inputs from all the directors on the basis of criteria formulated by the Nomination and Remuneration Committee, including, the board composition and structure, effectiveness of board processes, information provided and functioning, etc. The performance of the committees was evaluated by the respective committees and the Board of Directors after seeking inputs from the committee members on the basis of selected criteria. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

The Board of Directors of the Company met four times during the Financial Year 2024-25. The meetings were held on May 21, 2024, August 7, 2024, November 11, 2024 and February 5, 2025.

The Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at web- link http://www.ruchiinfrastructure.com/Annual_Return.html.

The Company has maintained Cost Records for wind energy generated during the year under review, though it is not required to maintain the same as per the Companies (Cost Records & Audit) Amendment Rules, 2014.

M/s. SMAK & Co. (Firm Registration No. 020120C) were appointed as Statutory Auditors of the Company by the members at the 36 Annual General Meeting (AGM) of the Company held on September 26, 2020 to hold the office from the conclusion of 36 AGM held in the year 2020 till the conclusion of 41 AGM of the Company to be held in the year 2025. Accordingly, their present term gets completed on the conclusion of this AGM in terms of the said approval and Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. On recommendation of the Audit Committee, the Board of Directors of the Company proposed the re-appointment of M/s. SMAK & Co., Chartered Accountants, as the Statutory Auditors of the Company for the second term of two consecutive years from the conclusion of 41 AGM till the conclusion of the 43 AGM of the Company at a remuneration of Rs 5.25 lacs plus applicable GST and reimbursement of out of pocket expenses for statutory audit of the Company. M/s. SMAK & Co., Chartered Accountants have given their consent and requisite eligibility certificate to act as the Statutory Auditors of the Company and have confirmed that the said re-appointment, if made, will be in accordance with the conditions prescribed in terms of applicable provisions of the Companies Act, 2013, Rules made thereunder and SEBI Regulations. The notes on financial statements referred to in the Auditors Report on the financial statements for the year ended March 31, 2025 are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit Report for the financial year ended March 31, 2025 issued by Mr. Prashant Diwan, Practising Company Secretary is annexed herewith as Annexure I and is self-explanatory. The Company has advised the promoters and promoter group to comply with provisions of Regulation 31 of the Listing Regulations, pertaining to dematerialization of their shareholding. Pursuant to recent amendments to Regulation 24A of Listing Regulations, a listed entity is required to appoint a Secretarial Auditor for up to two terms of five consecutive years (in case of Secretarial Audit firm), subject to approval of members of the Company at the Annual General Meeting.

In this regard, based on the recommendation of the Audit Committee, the Board of Directors of the Company, at its meeting held on August 8, 2025, approved the appointment of M/s. P. Diwan & Associates, Practicing Company Secretaries (Firm Registration No. P2015MH041400), as the Secretarial Auditor of the Company for the first term of five consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of members of the Company.

The Company has received a consent letter from M/s. P. Diwan & Associates, Practicing Company Secretaries, confirming their willingness to undertake the Secretarial Audit and issue the Secretarial Audit Report in accordance with Section 204 of the Act along with other applicable provisions, if any, of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended. They have further confirmed that they hold a peer review certificate issue by ICSI and do fulfill all eligibility criteria and have not incurred any disqualifications for appointment, as outlined in the SEBI circular dated December 31, 2024.

Pursuant to provisions of Regulation 24A of Listing Regulations, the Secretarial Audit Report of material unlisted subsidiary is attached as Annexure III to the Corporate Governance Report (being part of this Annual Report).

Your Company has three subsidiaries as at March 31, 2025 i.e. Mangalore Liquid Impex Pvt. Ltd., Peninsular Tankers Pvt. Ltd. and Ruchi Renewable Energy Pvt. Ltd. The Company does not have any joint venture or associate Company during the year under review, however, financials of an associate partnership firm, namely, Narang & Ruchi Developers have been consolidated in terms of applicable Accounting Standards. No company became or ceased to be subsidiary during the year under review.

The statement containing salient features of the financial statements and performance of subsidiaries and associate partnership firm and their contribution to the overall performance of the Company during the period is attached with the audited financial statements in form AOC-1. The audited financial statements of each of the subsidiaries have also been placed on the website of the Company at www.ruchiinfrastructure.com. The policy for determining material subsidiary as approved by the Board of Directors of the Company is available on the website of the Company at http://www.ruchiinfrastructure.com/Policyfordeterminingmaterialsubsidiary1.pdf.

Particulars of loans/advances, investments, guarantees made and securities provided during the year as required under the provisions of Section 186 of the Act and Schedule V of the Listing Regulations, are provided in the notes to the standalone financial statements (Please refer note no. 39, 41 and 42 to the standalone financial statements).

All related party transactions were entered into by the Company with the prior approval of the Audit Committee. During the financial year under review, all the transactions with related parties were entered into at arms length and in the ordinary course of business and none of such related party transactions required the approval of the Board of Directors or the Shareholders in terms of the provisions of Section 188 of the Act or Regulation 23 of the Listing Regulations. Pursuant to the amendment in Regulation 23 of the Listing Regulations, made effective from April 1, 2022, the Company sought prior approval of shareholders by way of resolution passed on September 16, 2024 for entering into proposed material transactions during the financial year 2024-25. Further, there were no materially significant related party transactions that may have potential conflict of interests of the Company at large. All related party transactions were placed before the Audit Committee for review and approval.

The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board of Directors may be accessed on the Companys website at http://www.ruchiinfrastructure.com/Policy%20on%20materiality%20RPT.pdf. Your directors draw attention of the members to Note no. 49 to the standalone financial statements which set out related party disclosures in terms of the provisions of the Listing Regulations.

The Company is engaged in service industry and no major expenses have been incurred during the year under review towards technology absorption/capital investments on energy conservation equipments. Relevant information under section 134(3)(m) of the Act, read with rule 8 of the Companies (Account) Rules, 2014 is provided in Management Discussion and Analysis Report forming part of this Directors Report and 41 Annual Report.

There was no foreign exchange earning or outgo during the financial year under review and the previous financial year.

The Company has an adequate internal control system commensurate with the size and nature of its business. These controls ensure that the transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against the loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, augmenting the internal control mechanism.

An internal audit programme covering various activities and periodical reports are submitted to the management as well as Audit Committee of the Board. The Audit Committee, comprises of professionally qualified directors, who interact with the statutory auditors, internal auditors and management on the matters within its terms of reference. Effective policies, guidelines and procedures are in place for effective management of internal financial controls. To maintain its objectivity and independence, the Internal Auditor has access to the Chairperson of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Internal Auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory Auditors Report includes a report on the internal financial controls over financial reporting. The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively. During the year, no reportable material weakness in the design or operation of internal control system or their inadequacy was observed.

Risk Management is a strategic business discipline and a continuous process that supports to achieve the Companys objectives by addressing the full spectrum of its risks and managing the impact of those risks. The Company uses the risk management framework as a key tool to proactively identify, assess, treat, monitor and report risks as well as to create a risk- aware culture within the Company. The Board regularly reviews the risk management strategy of the Company with focused approach towards risk associated with core business of storage infrastructure and renewable energy. The Audit Committee of the Board monitors effectiveness of risk management systems. The detailed analysis of risk and concerns of the Company is provided in the Management Discussion and Analysis Report forming part of this Directors Report and 41 Annual Report.

The Company adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI) and considers Corporate Governance as an instrument to maximize value for all Stakeholders i.e. investors, employees, shareholders, customers, suppliers, environment and the community at large. Good governance practices emerge from the culture and mind-set of the organization. The Company has adopted fair and transparent governance and disclosure practices. A separate report on Corporate Governance forms an integral part of this Annual Report. Certificate of Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations, is annexed herewith as Annexure II to this Report.

The information required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III to this Report.

The Company has Whistle Blower Policy and has established the necessary Vigil Mechanism in accordance with the provisions of Section 177(9) of the Act and the Listing Regulations. The Companys Vigil Mechanism/Whistle Blower Policy aims to provide the appropriate platform and protection for whistle blowers to report instances of unethical practices, violation of applicable laws and regulations. All employees and Directors have access to the Chairperson of the Audit Committee and the policy also provides adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Vigilance Officer. The Vigil Mechanism/Whistle Blower Policy is uploaded on the website of the Company at http://www.ruchiinfrastructure.com/Vigilmechanismpolicy.pdf. No complaint is received or pending during the year.

The Nomination, Remuneration and Evaluation Policy of the Company as recommended by the Nomination and Remuneration Committee has been approved by the Board of Directors of the Company in accordance with the provisions of Section 178 of the Act and the Listing Regulations and is available on the website of the Company at http://www.ruchiinfrastructure.com/NominationRemunerationandEvaluationPolicy.pdf. The salient features of the policy are: (a) It applies to the Board of Directors (the “Board”), Key Managerial Personnel (the “KMP”) and the Senior Management Personnel of the Company. The primary objective of the Policy is to provide a framework and set standards for the selection, nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management. (b) It deals with functions, responsibilities and Composition of Nomination and Remuneration Committee.

(c) It sets guidelines/principles for recruitment/appointment of Directors/KMPs/Senior Officials and remuneration thereof. (d) It deals with evaluation/assessment of Directors/KMPs/Senior Officials of the Company.

The Company has a duly constituted Corporate Social Responsibility (CSR) Committee, which is responsible for fulfilling the CSR objectives of the Company. The Committee comprises of Mr. Mohan Das Kabra (Chairman), Mrs. Ruchi Joshi Meratia and Mr. Parag Choudhary, as members. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was approved by the Board and is available on the website of the Company at http://www.ruchiinfrastructure.com/CSR-Policy.html.

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act and applicable rules thereof. The brief outline/Annual report on the initiatives undertaken by the Company on CSR activities during the year under review is annexed herewith as Annexure IV to this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee have been duly constituted by the Board and the Board has approved their terms of reference/role in compliance with the provisions of the Act and Listing Regulations. The Audit Committee comprises of Mr. Mohan Das Kabra, as the Chairman, Mr. Krishna Das Gupta, Mr. Narendra Shah and Mrs. Ruchi Joshi Meratia (w.e.f. August 8, 2025) as the members. The Committee (Warrants Conversion) of the Board of Directors of the Company was constituted on adhoc basis, with the condition that, upon completion of allotment of equity shares pursuant to exercise of options by the holders of warrants/convertible securities, this Committee (Warrants Conversion) shall stand dissolved. All the 3,07,85,000 warrants issued by the Company have been duly converted into equal number of equity shares and hence, such committee stands dissolved in November, 2024.

The details of the role and composition of the aforesaid Committees, including the number of meetings held during the financial year under review and attendance at the meetings, are provided in the Corporate Governance Report forming part of this Annual Report.

The Company has duly complied with the applicable ‘Secretarial Standards on Meetings of the Board of Directors - SS 1 and ‘Secretarial Standards on General Meetings - SS 2 during the year under review.

During the year under review, no unpaid/unclaimed dividend/equity shares were required to be transferred by the Company to Investor Education and Protection Fund (IEPF).

Your Company maintains a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias or any form of harassment. Your Company has in place a Prevention of Sexual Harassment Policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder to uphold the objectives of the said Act. The policy covers all employees irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment: a) No. of complaints of sexual harassment received during the year: Nil. b) No. of complaints disposed off during the year: Nil. c) No. of cases pending for more than ninety days: Nil.

Your Company has in place a Maternity Policy in accordance with the requirements of the Maternity Benefit Act, 1961. The policy covers all the female employees of the Company irrespective of their nature of employment. The Company has duly complied with the provisions of Maternity Benefit Act, 1961.

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions pertaining to such matters during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators/Courts/Tribunals/any other authority impacting the going concern status of the Company and its operations in future.

5. No instances of fraud were reported by the Statutory Auditors under Section 143(12) of the Act and the Rules framed thereunder either to the Company or to the Central Government.

6. No instance of default in repayment of loan or payment of interest thereon was observed during the year under review and no application has been made under the provisions of the Insolvency and Bankruptcy Code, 2016 against the Company.

Your Directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Government Authorities and other stakeholders of the Company and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.