Ruchi Infrastructure Ltd Directors Report

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are as follows:

Mr. Narendra Shah, Managing Director, Mr. Parag Choudhary, Director (Technical), Mr. Anil Kumar Gupta, Director (Operations) (with effect from August 1,2026), Mr. Sankalp Ved, Director (Operations) (till May 5, 2026), Mr. Pavan Kumar Purohit, Chief Financial Officer and Mr. Ashish Mehta, Company Secretary.

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, 2026, 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, 2026 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 2025-26. The meetings were held on May 28, 2025, August 8, 2025, November 13, 2025 and February 10, 2026.

ANNUAL RETURN

COST RECORDS

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

AUDITOR AND AUDITORS REPORT STATUTORY AUDITORS

M/s. SMAK & Co. (Firm Registration No. 020120C) were re-appointed as Statutory Auditors of the Company by the members at the 41^st Annual General Meeting (AGM) of the Company held on September 23, 2025 for the second term of two consecutive years from the conclusion of 41^st AGM till the conclusion of the 43 ^rd AGM of the Company at a remuneration of Rs. 7.87 lacs plus applicable GST and reimbursement of out of pocket expenses for statutory audit of the Company.

The notes on financial statements referred to in the Auditors Report on the financial statements for the year ended March 31, 2026 are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITORS

M/s. P. Diwan & Associates, Practicing Company Secretaries (Firm Registration No. P2015MH041400) were appointed as Secretarial Auditor of the Company by the members at 41^st Annual general Meeting (AGM) of the Company held on September 23, 2025, for the first term of five consecutive years from financial year 2025-26 to financial year 2029-30. 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 31,2026 issued by M/s. P. Diwan & Associates, Practising Company Secretaries 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 entire shareholding. Over a decade, the Company has not received any request for issue of duplicate shares, as almost all retail shareholders hold shares in dematerialised form. Basis a rational risk-benifit assessment, running the risk of such contingency was though prudent, however, since July, 2026, the Company has obtained a Special Contingency Insurance Policy.

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).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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. 38, 39 and 41 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. 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.

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 42^nd 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 the same are 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 42^nd 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

(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

During the year under review, the Company was not obliged to spend any amount on CSR activities/programs in terms of the provisions of Section 135 of the Companies Act, 2013. Accordingly, no other information is provided under CSR Reporting requirements of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

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. Narendra Shah and Mrs. Ruchi Joshi Meratia 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:

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.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

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.

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.

ACKNOWLEDGMENT

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.