Directors Report of Rachana Infrastructure Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 24^th Annual Report on business and operations along
with Audited Financial Statements and the Auditor''s report of your Company for the financial year ended
31^st March, 2025.

1. FINANCIAL RESULTS

The Financial Performance of the company for the year ended 31^st March, 2025 is summarized
as below:

Particulars for the year ended	Marc h 3 1, 2025	March 31,2024
Net revenue from Operations (Sales)	9686.73	9396.95
Profit Before Depreciation, Exceptional Item and Tax	768.36	699.72
Less: Depreciation	215.20	245.58
Profit Before Extra-Ordinary Items and Tax	553.17	454.14
Extra Ordinary Items	0	0.00
Profit Before Tax	553.17	454.14
Tax Expense
-Current Tax	150	110
Less: MAT Credit Receivable	0.00	0.00
-Deferred Tax	(7.16)	(18.72)
Profit After Tax	410.33	362.85
EPS (Basic) (In Rs.)	2.21	1.95
EPS (Diluted) (In Rs.)	2.21	1.95

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

During the year under review, your Company has achieved a total Net sale of Rs. 9686.73 lakhs and
achieved Net Profit after Tax (NP) of Rs. 410.33 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.410.33 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.

5. DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31st March, 2025.

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 2024-25.

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 2024-25.

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. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s 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, 2025, 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, 2025 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 2024-25.

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	5858581
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	PROMOTER- NON-EXECUTIVE NON-INDEPENDENT DIRECTOR	29/06/2001	685998
MR. KALPIT MANISH BHAI DAVE (DIRECTOR) DIN:08575050	NON-EXECUTIVE INDEPENDENT DIRECTOR	20/12/2019	400
MR. BHARATKUMAR CHAUDHARY (DIRECTOR) DIN:08638911	NON-EXECUTIVE INDEPENDENT DIRECTOR	16/02/2022	NIL
MS. DHWANI JASPALSINH SOLANKI (DIRECTOR) DIN: 10299290	NON-EXECUTIVE INDEPENDENT DIRECTOR	30/08/2023	NIL

*Based on the recommendation of the Nomination and Remuneration Committee and Board of
Directors, Mr. Girishkumar Ochchhavlal Raval Chairman & Managing Director (DIN: 01646747) was re¬
appointed as a Managing Director for a period of 5 (Five) years effective from September 30, 2024 at
the 23^rd Annual General Meeting held on September 26, 2024 by way of a Special Resolution.

*Based on the recommendation of the Nomination and Remuneration Committee and Board of
Directors, Mr. Kalpit Manish Bhai Dave Independent Director (DIN: 01646747) was re-appointed as a
Managing Director for a period of 5 (Five) years effective from December 19, 2024 at the 23^rd Annual
General Meeting held on September 26, 2024 by way of a Special Resolution.

As on March 31, 2025 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, 2025 Fourteen (14) 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,
2025 with attendance of each Director at the Board Meeting and Annual General Meeting.

Sr.	Date of Meeting	Name of the Directors
No		Girish Kumar Raval	Bhaminiben Mehta	Ashok Kumar Raval	Kalpit Dave	Bharat Kumar Chaudhary	Dhwani Solanki
I.	15.04.2024	Yes	Yes	Yes	Yes	No	Yes
II.	30.05.2024	Yes	Yes	Yes	Yes	Yes	Yes
III.	22.07.2024	Yes	Yes	Yes	Yes	No	Yes
IV.	05.08.2024	Yes	Yes	Yes	Yes	No	Yes
V.	02.09.2024	Yes	Yes	Yes	Yes	No	Yes
VI.	03.09.2024	Yes	Yes	Yes	Yes	Yes	Yes
VII.	09.09.2024	Yes	Yes	Yes	Yes	No	Yes
VIII.	20.09.2024	Yes	Yes	Yes	Yes	No	No
IX.	12.11.2024	Yes	Yes	Yes	Yes	Yes	Yes
X.	23.11.2024	Yes	Yes	Yes	Yes	No	Yes
XI.	27.11.2024	Yes	Yes	Yes	Yes	No	Yes
XII.	04.12.2024	Yes	Yes	Yes	Yes	No	Yes
XIII.	16.01.2025	Yes	Yes	Yes	Yes	No	Yes
XIV.	20.03.2025	Yes	Yes	Yes	Yes	No	Yes
Annual General Meeting held on 26/09/2024		Yes	Yes	Yes	Yes	Yes	Yes

III. 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.
ASHOKKUMAR RAVAL (DIN:01646865), 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.

IV. 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 31/03/2025, 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) Ms. Himali Maheshbhai Thakkar, Company Secretary & Compliance Officer

there is no change in the Key managerial personnel of the Company during the year under
review.

V. 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.

VI. DISQUALIFICATIONS OF DIRECTORS:

During the Financial year 2024-2025 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.

The Board receives regular communication regarding policy related issues as well as other pertinent
and important information. Your Board Currently has three (3) 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 three Committees of the Board, namely:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders'' Relationship 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 Jaspal Sinh Solanki	Chairman, Non-Executive Independent Director	5	4	80%
2.	Mr. Kalpit Manish Bhai Dave	Member, Non-Executive Independent Director	5	5	100%
3.	Ms. Bhaminiben Baldevprasad Mehta	Non-Executive, Non¬ Independent Director	5	5	100%

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.

Five Audit Committee meetings were held during the year 2024-25 on 30/05/2024, 03/09/2024,
20/09/2024, 12/11/2024 and 31/03/2025.

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 2024-25 are given below:

S r. n o	Name of the Director	Category/Nature of Directorship	Number of meetings held		Percentage of Attendance
			Held	Attended
1.	Mr. Bharat Kumar Dipak Bhai Chaudhary	Chairman, Non-Executive Independent Director	1	1	100%
2.	Ms. Dhwani Jaspal Sinh Solanki	Member, Non¬ Executive Independent Director	1	1	100%
3.	Mr. Kalpit Manish Bhai Dave	Member, Non-Executive Independent Director	1	1	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 once during the year 2024-25 as on
03/09/2024.

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	4	4	N.A.
2.	Ms. Bhaminiben Baldevprasad Mehta	Member, Non-Executive Independent Director	4	4	N.A.
3.	Ms. Dhwani Jaspal Sinh Solanki	Member, Non-Executive Independent Director	4	4	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 were held Four times during the year 2024-25 as on
30.05.2024, 03.09.2024, 12.11.2024 and 30.01.2025

2. COMPLIANCE OFFICER

During the year under review Miss. Himali Maheshbhai Thakkar is 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 member''s 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 COMPANY''S
OPERATIONS IN FUTURE

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

6. AUDITORS
1.Statutory Auditor:

M/s. B. J. Patel & J. L. Shah, Chartered Accountants (having Firm registration No. 104148W) as
Statutory Auditors of the Company to fill casual vacancy caused by the resignation of M/s Ankit Choksi
& Co., Chartered Accountants, (Firm Registration No. 121722W) with effect from 03rd September,
2024, to hold office as the Statutory Auditors of the Company from the Conclusion of this 23rd AGM to
be held on 26th September, 2024 till the conclusion of 28th AGM of the Company From Financial Year
2024-25 to 2028-2029 and such other audit/review/certification/work as may be required and/or
deemed expedient, at a remuneration of Rs. 4,25,000/-(Rupees Four Lakhs Twenty-five thousand
only) to conduct the audit for the Financial Year 2024-2025 payable in one or more Instalments plus
Goods and Services tax as applicable.

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 arm''s 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 2024-25. The
report of the Secretarial Auditor for FY 2024-25 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 2024-25. 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
FARNTNGS AND niITGn

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. e) 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 2024-25 with related
parties were in compliance with applicable provisions of the Act and on an arm''s 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 Company''s 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, 2025, 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 Company''s 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 2024- 25
and hence, no complaint is pending as on March 31, 2025 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. Maternity Benefits act, 1961

The Company has also complied with the provisions of the Maternity Benefit Act, 1961, as amended.
No female employee availed maternity leave during the year; however, the Company is fully committed
to extend all statutory benefits under the Act as and when applicable.

15. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year, the provisions of section 135 of the companies act, 2013 were not
applicable to the company. Accordingly, the CSR Committee constituted earlier has been dissolved."

16. PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted the
revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code").

The Code is applicable to promoters, all directors, designated persons and connected persons and their
immediate relatives, who are expected to have access to unpublished price sensitive information
relating to the Company. The Company has also formulated a ''Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT
Regulations. The Code covers Company''s obligation to maintain a digital database, mechanism for
prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of
UPSI.

17. 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 Company''s 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/

18. CODE OF CONDUCT

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

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

Your company has put in place a rigorous familiarization program for independent directors in an
effort to give them the information, exposure, and understanding they need to carry out their duties
well. The program includes thorough deployment, regular industry trend updates, site visits,
pertinent training programs, information access, and frequent interactions with senior management.
We work to cultivate an enlightened and involved Board that supports efficient governance and
value creation by actively engaging independent directors and providing them with the necessary
resources.

20. 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.

21. 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 company''s vision. Your
company appreciates the spirit of its dedicated employees.

22. INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on March 31, 2025 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.

23. SECRETARIAL STANDARDS:

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

24. THE DETAILS APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year ended on March 31, 2025, there is no application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

25. 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.

26. REPORT ON FRAUDS

There were no frauds reported during the year.

27. 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: 25/08/2025 Girishkumar Ochchhavlal Raval

Place: Ahmedabad Chairman & Managing Director

DIN:01646747

---

Mar 31, 2024

Your directors take pleasure in presenting the 23^rd Annual Report on business and operations along with Audited Financial Statements and the Auditor''s 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	Ma rch 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 COMPANY''S 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. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s 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 PERSONNELI. 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 NONINDEPENDENT DIRECTOR	29/06/2001	1531800
MR. ASHOK KUMAR OCHCHHAVLAL RAVAL (DIRECTOR) DIN: 01646865	NON-EXECUTIVE NONINDEPENDENT DIRECTOR	29/06/2001	685998
MR. KALPIT MANISH BHAI DAVE (DIRECTOR) DIN:08575050	NON-EXECUTIVE NONINDEPENDENT DIRECTOR	20/12/2019	NIL
MR. BHARATKUMAR CHAUDHARY (DIRECTOR) DIN:08638911	NON-EXECUTIVE NONINDEPENDENT DIRECTOR	16/02/2022	NIL
MS. DHWANI JASPALSINH SOLANKI (DIRECTOR) DIN: 10299290	NON-EXECUTIVE NONINDEPENDENT DIRECTOR	30/08/2023	NIL
MR. SAUREEN BHARATKUMAR PATEL (DIRECTOR) DIN: 08575790	NON-EXECUTIVE NONINDEPENDENT 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.

*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.

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	Attende d
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, NonIndependent 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 30th 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 202324 are given below:

	Sr .n o	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, nonreceipt 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 Company''s 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 member''s 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 COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company''s 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 arm''s 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 arm''s 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 Company''s 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 (TFC'') 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 Company''s 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 Company''s 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: //rachana infra. 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 company''s 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.

---

Mar 31, 2023

Your directors take pleasure in presenting the 22^nd Annual Report on business and operations along with Audited Financial Statements and the Auditor''s report of your Company for the financial year ended 31^st March, 2023.

1. Financial Results

The Financial Performance of the company for the year ended 31^st March; 2023 is summarized as below:

Particulars for the year ended	M ar ch 31,2023	March 31,2022
Net revenue from Operations (Sales)	6522.90	6606.15
Profit Before Depreciation, Exceptional Item and Tax	490.40	497.79
Less: Depreciation	490.40	204.91
Profit Before Extra-ordinary Items and Tax	303.94	292.88
Extra Ordinary Items	0.00	0.00
Profit Before Tax	303.94	292.88
Tax Expense
-Current Tax	75.00	62.50
Less: MAT Credit Receivable	0.00	0.00
-Deferred Tax	2.73	9.61
Profit After Tax	226.21	220.77
EPS (Basic) (In Rs.)	1.22	1.19
EPS (Diluted) (In Rs.)	1.25	1.19

2. Overview Of Company''s Financial Performance:

During the year under review, your Company has achieved a total net sale of Rs. 6522.90 lakhs and achieved Net Profit after Tax (NP) of Rs. 226.21 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. Share Capital

The authorised 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 changes in the authorize capital of the Company.

During the Year Company has come up with initial public offer of 56,50,000 equity shares of face value of Rs.10/- each for cash at a price of Rs. 135 per equity share including a share premium of Rs. 125 per equity share (the “issue price”] Aggregating to Rs.7627.50 lakhs comprising of fresh issue of 28,25,000 equity shares of Rs. 135 per equity shares Aggregating to Rs. 3813.75 Lakhs and offer for sale of 28,25,000 equity shares by selling shareholders of Rs. 135 per equity shares Aggregating to Rs. 3813.75 Lakhs, of which 2,84,000 equity shares of face value of Rs.10 each will for cash at a price of Rs.135 per equity Share including a share premium of Rs.125 per equity share aggregating to Rs. 383.40 Lakhs will be reserved for subscription by market Maker to the issue. For more detail prospectus is available at website https://rachanainfra.com/initial-public-offer/.

After financial year and before signing of this report there is no change in the Authorised and Paid up share capital of the Company.

a) Status of shares

As the members are aware, the Company''s shares are compulsorily tradable in electronic form as on March 31, 2023, 100.00% of the Company''s total paid up capital representing 1,86,05,000 shares (1,57,80,000 shares issued during the year via IPO 2825000 shares] are in de-materialized form.

b) Other shares

Your company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4], Rule 8(13], Rule 12(9] and Rule 16(4] of the Companies (Share Capital and Debentures] Rules, 2014 and Section 62 of the Companies Act 2013 respectively.

4. Dividend

Your directors do not recommend any dividend for the financial year ended 31st March, 2023.

5. 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 2022-23.

7. Amounts Transferred to Reserves:

For the financial year ended 31st March, 2023 of the Company propose to transfer a Sum of ^ 226.21 Lakhs to Reserve during the financial year ended 31.03.2023.

8. Subsidiary, Joint Ventures and Associate Companies

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

9. Public 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

During the period under review, the Company has not granted any Loans, given any Guarantees or provided Security or made Investments in terms of provisions of section 186 of the Companies Act, 2013.

11. Annual Return

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

12. Directors & Key Management Personnel

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non Executive and Independent Directors. As on the date of this report, the Board comprises of 3 (Six) Directors, out of which 1 is Executive Directors, 2 is Non-Executive Director and 3 are Independent Directors. The Chairman of the Board is an executive Director. The Board of Directors duly met ten (07) times during the year.

MEETING OF BOARD OF DIRECTORS:

Seven Board Meeting were held during the Financial Year ended 31.03.2023 The Maximum gap between the Meetings was within the limit prescribed under the Companies Act, 2013.

SN	Date of Meeting	Board Strength	No. of Directors Present
1.	05/04/2022	6	5
2.	15/04/2022	6	5
3.	06/07/2022	6	5
4.	06/08/2022	6	5
5.	01/09/2022	6	6
6.	12/11/2022	6	6
7.	07/03/2023	6	5

The Composition, category and attendance of each Director at the Board and Annual General Meeting and Number of other Directorship and Chairmanship/ Membership of Committee of each Director in various companies is as follows: -

Name of Director	Designation	Category	No of Board Meetings held during the year	No of Board Meetings attended during the year	Attendan ce at the Last AGM
Girishkumar Ochchhavlal Raval	CMD	Promoter	07	07	Yes
Bhaminiben Baldevprasad Mehta	NED	Promoter	07	07	Yes
Ashokkumar Raval	NED	Promoter Group	07	07	Yes
Kalpit Manishbhai Dave	NED	Independent	07	06	Yes
Saureen Bharatkumar Patel	NED	Independent	07	07	Yes
Bharatkumar Chaudhary	NED	Independent	07	02	Yes

*CMD- Chairman and Managing Director *NED- Non-Executive Director

II. Appointments:

During the financial year there are no any change in board of directors.

After Financial Year in consideration and on or before date of this report, In the Meeting of Board of Directors dated on 30/08/2023 Mrs. Dhwani Jaypalsinh Solanki (DIN: 10299290] was appointed as an Additional Independent Director subject to regularisation in the 22^nd Annual General Meeting as due to resignation of NonExecutive Independent Director Mr. Saureen Bharatkumar Patel (DIN: 08575790] w.e.f 30/08/2023 place of independent director was vacant.

III. Cessations:

During the year under review, no any director has resigned but after financial year in consideration and on or before the date of signing of this reposrt, Mr. Saureen Bharatkumar Patel (DIN: 08575790] was resigned from the office of the NonExecutive Independent Director w.e.f 30.08.2023.

IV. 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, Mrs. Bhaminiben Baldevprasad Mehta (DIN: 01646822], Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Necessary resolution for his re-appointment is placed before the shareholder for approval.

V. Profile of Directors seeking appointment / reappointment:

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 22^nd Annual General Meeting.

VI. Key Managerial Personnel:

As on the dated 31/03/2023, the following persons are the Key Managerial Personnel(s] of the Company:

a] Mr. Girishkumar Ochchhavlal Raval, Chairman & Managing Director

b] Ms. Ishita Prakashkumar Raval, Chief Financial Officer

c] Mr. Smit Dhanvantkumar Shah, Company Secretary & Compliance Officer

VII. Declaration from Independent Director:

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.

13. BOARD COMMITTEES

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 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 February 28, 2022 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. (There are no any changes in the members of the Committee but changes are in the terms and conditions of the committee only''

Name	Category	Position	Number of meetings held	Number of meetings attended
Mr. Saureen Bharatkumar Patel	Independent Director	Chairman	04	04
Mr. Kalpit Manishbhai Dave	Independent Director	Member	04	04
Ms. Bhaminiben Baldevprasad Mehta	Director	Member	04	04

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 2022-23 on 06/08/2022, 01/09/2022, 12/11/2022 and 07/03/2023.

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 and reconstituted on February 28, 2022. The Nomination and Remuneration Committee comprises the following members:

Name	Category	Position	No. of meetings held	No. of meetings attended
Mr. Bharatkumar Dipakbhai Chaudhary	Independent Director	Chairman	01	01
Mr. Saureen Bharatkumar Patel	Independent Director	Member	01	01
Mr. Dave Kalpit Manishbhai	Non-Executive Director	Member	01	01

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 once during the year 2022-23 on 12/11/2022.

III. Stakeholders Relationship Committee

The Stakeholders Relationship Committee has formed 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:

Name	Category	Position	No. of meetings held	No. of meetings attended
Mr. Kalpit Manishbhai Dave	Independent Director	Chairman	01	01
Mr. Saureen Bharatkumar Patel	Independent Director	Member	01	01
Ms. Bhaminiben Baldevprasad Mehta	Non-Executive Director	Member	01	01

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 once during the year 2022-23 on 12-11-2022.

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 Company''s corporate social responsibility policy.

During the financial year ended 31^st March, 2023, the Company has done CSR expenditure of Rs. 10,20,000 (Rupees Ten Lakhs Twenty Thousand Only],

The CSR project has three initiatives - Education for young girls’ class 8-12; Skill training for women and Remedial Education for young girl students class 1-7. The aim of the project is:

1) To provide education to girls to empower them.

2) To provide skill training to make women self-reliant.

3) To provide after school tuitions or non-formal education to bridge the gaps in learning.

The Corporate Social Responsibility Committee comprises the following:

Name	Category	Position	No. of meetings held	No. of meetings attended
Mr. Kalpit Manishbhai Dave	Independent Director	Chairman	2	2
Mr. Saureen Bharatkumar Patel	Independent Director	Member	2	2
Ms. Bhaminiben Baldevprasad Mehta	Director	Member	2	2

CSR meetings was held once during the year 2022-23 on 12/11/2022.

The Company''s CSR Policy statement and Annual Report on the CSR activities undertaken during the financial year ended 31^st March, 2023 in accordance with section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in "Annexure - A" to this Report.

14. 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.

15. 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 member''s 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.

16. 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.

17. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

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

18. Auditors

1. Statutory Auditors:

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.

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 selfexplanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.

2. Cost Auditors:

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 arm''s 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 Auditors:

In terms of Section 204 of the Act and Rules made there under, Mukesh H Shah & Co., Practicing Company Secretary has been appointed as Secretarial Auditor of the Company for FY 2023-24. The report of the Secretarial Auditor for FY 2022-23 is enclosed to this report as "Annexure - E". The report is self-explanatory.

4. Internal Auditors:

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.

19. 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 - B". 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.

20. Management''s Discussion and Analysis Report

The Management''s 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.

21. 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]-

a] the details of technology imported: None

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.

e] the expenditure incurred on Research and Development: Nil

C. 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

22. Particulars of contracts or arrangements with related parties:

Form AOC-2 is attached herewith as Annexure D.

23. 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.

24. 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.

25. 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, 2023, 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 Company''s operations.

During the year, no reportable material weakness was observed.

26. Directors'' Responsibility Statement

In terms of Section 134 (5] of the Companies Act, 2013, the directors would like to state that:

a] In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b] 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.

c] 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.

d] The directors have 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.

f] 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.

27. Listing

The Equity shares of the Company are listed on SME platform of NSE (NSE EMERGE] on dated 10/06/2022 and the Company has paid all listing expenses and fees as required.

28. Prevention of Sexual Harassment at Workplace

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.

29. Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s 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/

30. 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.

31. 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.

32. 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.

33. 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 company''s vision. Your company appreciates the spirit of its dedicated employees.

34. Corporate Governance

Your Company has been complying with the principals 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 not provided by the Board.

35. Independent Directors'' Meeting

The Independent Directors met on December 11, 2022 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.

36. Secretarial Standards

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

37. The details application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016:

During the financial year ended on March 31, 2023, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016] against the Company.

38. 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.

39. Report On Frauds

There were no frauds reported during the year.

40. 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: 30/08/2023 Girishkumar Ochchhavlal Raval

Place: Ahmedabad Chairman & Managing Director

DIN:01646747