Ruchi Infrastructure Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the Fortieth Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2024.

FINANCIAL RESULTS ( in crores)

	2023-24	2022-23
Revenue from operations	39.88	41.41
Other Income	8.22	3.58
Total Income	48.10	44.99
Profit/(Loss) before depreciation, tax and exceptional items	15.28	12.37
Exceptional items	7.25	-
Profit/(Loss) before depreciation and tax	22.53	12.37
Depreciation	9.74	9.93
Profit/(Loss) before taxation	12.79	2.44
Provision for taxation	0.49	1.45
Profit/(Loss) after taxation	12.30	0.99
Balance brought forward from previous year	3.21	2.22
Re-measurement of the defined benefit plans through other comprehensive income (net of tax)	(0.20)	-
Transfer of equity instruments through other comprehensive income/Adjustment on account of Ind AS 116 (net of tax)	0.54	-
Balance as at end of year	15.85	3.21

OPERATIONS AND STATE OF COMPANYS AFFAIRS

The Company recorded revenue of 39.88 Crore from operations during the financial year under review as against 41.41 Crore in the previous financial year. The profit before depreciation and tax during the year under review was 22.53 Crore as against profit of 12.38 Crore during the previous year. The profit after tax of the Company for the year under review was

12.30 Crore as against profit of 1.00 Crore recorded during the previous financial year. Management Discussion and Analysis Report, separately annexed to and forming part of Directors Report may be referred for specific information pertaining to the industry affecting the business of the Company and the market in which it operates. Refer note no. 49 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.

CHANGES IN SHARE CAPITAL

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 10.30 per warrant within the validity period of 18 months from the date of allotment, to two promoters group entities. Out of such warrants, 1,02,62,000 warrants were converted during the year ended March 31, 2023 and as on March 31, 2023, 2,05,23,000 warrants were outstanding for conversion.

During the financial year ended March 31, 2024, further 94,00,000 warrants were converted into equal number of equity shares and as on March 31, 2024, remaining 1,11,23,000 warrants were outstanding for conversion. Pursuant to allotment of 94,00,000 equity shares, paid-up equity share capital of the Company was increased to 22,49,01,942/- during the year under review.

The Committee (Warrants Conversion) of the Board of Directors of the Company at its meeting held on August 5, 2024 has allotted 1,11,23,000 equity shares against application for conversion of 1,11,23,000 warrants and due to such corporate action, paid up equity share capital of the Company has been increased to 23,60,24,942/-.

Proceeds of such preferential issue are being utilised in accordance with the objects of issue as approved by the members of the Company.

TRANSFER TO RESERVES

The Company has not transferred and not proposed to be transferred any amount to the reserves during the year under review.

DIVIDEND

The Board of Directors did not recommend any dividend for the year under review.

DIRECTORS

As on March 31, 2024, 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 Executive Director

Mr. Parag Choudhary Whole-time Director

Mr. Mohan Das Kabra Non-executive Independent Director

Mrs. Ruchi Joshi Meratia Non-executive Independent Director

Mr. Ashutosh Pandey Non-executive Non-Independent Director

Mr. Parag Choudhary (DIN: 07845977) Whole-time Director of the Company was re-appointed as Whole-time Director for further period of three years with effect from June 29, 2023, by way of special resolution passed at 39 Annual General Meeting of the Company held on September 21, 2023.

As per the provisions of Section 152 of the Companies Act, 2013, he retires by rotation at the 40 Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Owing to a strategic decision he has also been made Executive Director of subsidiary (Mangalore Liquid Impex Pvt Ltd) with effect from November 1, 2023. He continues to be the Whole-time Director of the Company at a notional remuneration of 1/- per month. The Board of Directors of the Company at its meeting held on August 7, 2024 changed the designation of Mr. Parag Choudhary to ‘Director (Technical) with effect from September 1, 2024, subject to the approval of members of the Company. The Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee, at its meeting held on August 7, 2024 has appointed Mr. Narendra Shah as Managing Director of the Company for the period of three years with effect from September 1, 2024, subject to the approval of members. Requisite special resolution along with terms and conditions of the appointment of Mr. Narendra Shah including remuneration, provided in explanatory statement thereto, are set out in the Notice convening the 40 Annual General Meeting of the Company.

On recommendation of the Nomination and Remuneration Committee, at its meeting held on August 7, 2024, the Board of Directors of the Company has appointed Mr. Sankalp Ved as an Additional Director and also appointed him as ‘Director (Operations) for a period of three years with effect from September 1, 2024 and Mr. Ashutosh Pandey as an Independent Director

of the Company for the period of five years with effect from 16 September, 2024, subject to the approval of members by way of special resolution. Requisite special resolutions along with terms and conditions of the appointment of Mr. Sankalp Ved and Mr. Ashutosh Pandey including remuneration, provided in respective explanatory statements thereto, are set out in the Notice

convening the 40 Annual General Meeting of the Company.

Necessary information required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards in respect of the appointment of Directors (including their brief profile) at the ensuing Annual General Meeting is given in such Notice.

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, Executive Director and Whole-time Director of the Company did not receive any remuneration or commission from any of its subsidiaries, except that the Whole-time Director of the Company has received remuneration/consultancy fee of 17.14 lacs from Mangalore Liquid Impex Pvt. Ltd. (Subsidiary Company) for the financial year under review. Since November 1, 2023, no amount is payable to Mr. Parag Choudhary (Whole-time Director) by the Company (Ruchi Infrastructure Limited) except a notional amount of 1/- per month.

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.

KEY MANAGERIAL PERSONNEL

During the year under review Mr. Ravindra Kumar Kakani resigned from the office of Chief Financial Officer with effect from January 21, 2024. Mr. Pavan Kumar Purohit, Associate General Manager (Accounts) of the Company was appointed as Chief Financial Officer of the Company.

The Key Managerial Personnel of the Company as at March 31, 2024 are as follows:

Mr. Narendra Shah, Executive Director, Mr. Parag Choudhary, Whole-time Director, Mr. Pavan Kumar Purohit, Chief Financial Officer (with effect from February 1, 2024) and Mr. Ashish Mehta, Company Secretary.

Further, the Board of Directors of the Company at its meeting held on August 7, 2024 appointed Mr. Sankalp Ved as the Director (Operations) of the Company with effect from September 1, 2024, subject to approval of members of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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, 2024, 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, 2024 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.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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.

MEETINGS OF THE BOARD

The Board of Directors of the Company met four times during the financial year 2023-24. The meetings were held on May 29, 2023, August 7, 2023, November 7, 2023 and February 5, 2024.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Companys website and can be accessed at web- link https://www.ruchiinfrastructure.com/Annual_Return.html.

AUDITOR AND AUDITORS REPORT

STATUTORY AUDITORS

M/s. SMAK & Co., Chartered Accountants (Firm Registration No. 020120C) were appointed as Statutory Auditors of the Company

for a term of 5 (five) consecutive years at the 36 Annual General Meeting of the Company held on 26 September, 2020. The notes on financial statements referred to in the Auditors Report on the financial statements for the year ended March 31, 2024 are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS

The Company is not required to maintain cost record as per the Companies (Cost Records and Audit) Amendment Rules, 2014 for the year under review.

SECRETARIAL AUDITORS

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, 2024 issued by Mr. Prashant Diwan, Practising Company Secretary is annexed herewith as Annexure I. Mr. Prashant Diwan also issued Secretarial Compliance Report for the year under review in terms of provisions of Regulations 24A(2) of the Listing Regulations which has been duly submitted to the Stock Exchanges. 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. For the other observation in Secretarial Audit

Report, management is of the view that the preference shares are neither convertible into equity shares nor listed on any stock exchanges and hence disclosure under Regulation 29 of the Listing Regulations is not triggered.

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three subsidiaries as at March 31, 2024 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 http://www.ruchiinfrastructure.com/Annual_Reports.html. 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/Policyfordeterminingmaterialsubsidiary.pdf.

PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES

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. 40, 42 and 43 to the standalone financial statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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 21, 2023 for entering into proposed material transactions during the financial year 2023-24. 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.

Pursuant to the amendment in Regulation 23 of the Listing Regulations, made effective from April 1, 2022, the Company sought

prior approval of shareholders in this 40 Annual General Meeting of the Company for entering into proposed transactions during the financial year 2024-25, which are material in nature and may exceed the stipulated limits as specified under said regulation. The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and the Board of Directors may be accessed on the Companys website at http://www.ruchiinfrastructure. com/Policy%20on%20Dealing%20with%20Related%20Party%20Transactions.pdf. Your directors draw attention of the members to Note no. 50 to the standalone financial statements which set out related party disclosures in terms of the provisions of the Listing Regulations.

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

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 40 Annual Report.

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

INTERNAL CONTROL SYSTEM AND ADEQUACY THEREOF

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

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 40 Annual Report.

CORPORATE GOVERNANCE

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.

PARTICULARS OF EMPLOYEES

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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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/vigil-mechanism.html. No complaint is received or pending during the year.

NOMINATION, REMUNERATION AND EVALUATION POLICY

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 i.e. http://www.ruchiinfrastructure.com/ Nomination Remuneration Evaluation Policy.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.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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%20Policy%20RIFL.pdf.

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 AND OTHER COMMITTEES OF THE BOARD

Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Committee (Warrants Conversion) 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 and Mr. Narendra Shah as the members.

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.

SECRETARIAL STANDARDS

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.

TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

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. No complaint was pending at beginning of the year and none has been received during the year under review.

GENERAL DISCLOSURES

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.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude for the valued support and assistance extended to the Company by the Share-holders, 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.

ANNEXURE I TO THE DIRECTORS REPORT

SECRETARIAL AUDIT REPORT

Form No. MR-3

ST

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2024

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Ruchi Infrastructure Limited

706, Tulsiani Chambers Nariman Point Mumbai -400021

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ruchi Infrastructure Limited having CIN: L65990MH1984PLC033878 (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of

secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2024 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the

financial year ended 31 March, 2024 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) The Depositories Act,1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment. (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and (c) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; As per the representations made by the management and relied upon by me, during the period under review, provisions of the following regulations were not applicable to the Company: (i) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Overseas Direct Investment and External Commercial Borrowings.

(ii) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-(a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (b) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018: and (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India under the Companies Act, 2013.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above to this report to the extent applicable, except following

1) the shareholdings of promoter(s) and promoter group are not 100% in dematerialized form as required under Regulation 31(2) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2) Proceedings of Annual General Meetings held on September 21,2023 at 3.30 pm was not submitted within prescribed time of 12 hours from the conclusion of meeting as per Regulation 30(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 however it was submitted on September 22, 2023 at 10:32 a.m.

3) Non submission of intimation of Board meeting for any alteration in the date on which, the redemption amount of redeemable preference shares shall be payable and Non submission of alteration in the date on which, the redemption amount of

22 redeemable preference shares shall be payable as per Regulation 29(3)(b) and 30 of SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015 read with SEBI Circular- CIR/CFD/CMD/4/2015 September 09, 2015

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is generally given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through and as informed, there were no dissenting members views and hence not recorded as part of the minutes.

I further report that as per the explanations given to me and representations made by the management and relied upon by me there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

As per the explanations given to me in the representations made by the management and relied upon by me, I further report that, the following are the specific events/ actions took place, having a major bearing on the Companys affairs, in pursuance of the above referred laws, rules, regulations, guidelines, etc.,

1) The Board of Directors of the Company has issued and allotted 50,00,000 equity shares of face value of Re. 1/- each on 30 January, 2024 consequent to exercise of option of conversion of 50,00,000 convertible warrants (out of 3,07,85,000 convertible

warrants issued and alloted in the financial year ended 31 March, 2023).

2) The Board of Directors of the Company has issued and allotted 44,00,000 equity shares of face value of Re. 1/- each on 21 March, 2024 consequent to exercise of option of conversion of 44,00,000 convertible warrants (out of 3,07,85,000 convertible

warrants issued and alloted in the financial year ended 31 March, 2023).

CERTIFICATE ON CORPORATE GOVERNANCE

To the Members,

Ruchi Infrastructure Limited

I have examined the compliance of conditions of Corporate Governance by Ruchi Infrastructure Limited for the year ended 31 March 2024, as stipulated in the Regulation 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and paragraph C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanation given to me and based on the representations made by the Management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Regulation 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and paragraph C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

ANNUAL REPORT ON CSR ACTIVITIES

To the Members,

1. Brief outline on CSR Policy of the Company: CSR Policy of the Company identifies Preventive healthcare, Education, Sustainable Livelihood Development and Rural Infrastructure Development, as thrust areas in meeting its social responsibility. The Company has always been committed to the cause of social service and has repeatedly channelized a part of its resources and activities, such that it positively affects the society socially, ethically and also environmentally.

2. Composition of CSR Committee:

Sr. N. Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Mr. Mohan Das Kabra	Chairperson of the Committee/ Independent Director of the Company		One (1)
2 Mrs. Ruchi Joshi Meratia	Member of the Committee/Independent Director of the Company	One (1)	One (1)
3 Mr. Parag Choudhary	Member of the Committee/Whole-time Director of the Company		One (1)

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: The Composition of CSR Committee, CSR Policy and Annual Action Plan with projects approved are placed on the website of the Company and are available respectively at http://www.ruchiinfrastructure.com/Compositionofcommittee.html and http://www.ruchiinfrastructure.com/CSR-Policy.html.

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule 93) of rule 8, if applicable: Not Applicable.

5. (a) Average net profit of the company as per section 135(5): 1,764.29 lacs.

(b) Two percent of average net profit of the company as per section135(5): 35.29 lacs.

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set off for the financial year, if any: Nil (e) Total CSR obligation for the financial year [(b)+(c)-(d)]: 35.29 lacs.

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): (b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable: Nil (d) Total amount spent for the Financial Year [(a)+(b)+(c)] : 36 lacs.

(e) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year. ( in lacs)	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount	Date of transfer	Name of the fund	Amount	Date of transfer
36.00	-	-	-	-	-

(f) Excess amount for set off, if any

Sr. No. Particular	Amount ( in lacs)
(i) Two percent of average net profit of the company as per section 135(5)	35.29
(ii) Total amount spent for the Financial Year	36.00
(iii) Excess amount spent for the financial year [(ii)-(i)]	0.71
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	-
(v) Amount available for setoff in succeeding financial years [(iii)-(iv)]	0.71

7. Details of Unspent CSR amount for the preceding three financial years:

Sr. No. Preceding Financial Year.	Amount transferred to Unspent CSR Account under section135(6) (in )	Balance Amount in Unspent CSR Account under sub-section (6) of section 135 (in )	Amount spent in the reporting Financial Year (in ).	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.		Amount remaining to be spent in succeeding financial years. (in )	Deficiency, if any
				Amount (in )	Date of transfer
- -	-	-	-	-	-	-	-

8. Whether any capital assets have been created or acquired through Corporate Social responsibility amount spent in the Financial Year: No

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable