Rama Vision Ltd

Dear Members,

Your Directors have pleasure in presenting the Thirty Fifth (35^h) Annual Report on the business & operations of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31st March, 2024 is summarised in the following table:

( Rs in Lacs except EPS)

The total income of the Company during FY 2023-24 was Rs.8982.95 Lakhs as against total income of Rs. 8192.94 Lakhs in previous FY. The total expenses was Rs.8523.27 Lakhs as against the total expenses of Rs.7846.55 Lakhs in previous FY.The Profit after tax was higher by Rs.84.62 Lakhs from Rs.253.95 Lakhs in previous FY to Rs.338.57 Lakhs in the FY 23-24.

Your Company is one of leading name in the trading segment of mother & babycare, skincare, oral & personal care and food products with the strongest distribution networks in India. During the financial year 23-24, your Company has setup a manufacturing unit of Wafer Sticks Processing Plant (Food Products - Cream-filled & Cream-sprayed Wafer Sticks) having installed capacity of around 900 MT per annum at Himalayan Mega Food Park, Kashipur, Uttarakhand under the scheme for Creation/ Expansion of Food Processing & Preservation Capacities (CEFPPC) of the Pradhan Mantri Kisan Sampada Yojna (PMKSY) by the Ministry of Food Processing Industries, Government of India (MoFPI). On December 25, 2023 your Company has started its commercial production of wafer sticks & launched a premium confectionary brand of Wafer Sticks MADDOX on January 04, 2024. MADDOX is a perfect goodness of crunchy & creamy delight for you & loved ones. Each bite is a symphony of crispiness & flavors which brings a burst of joy to your taste buds. MADDOX wafer rolls are readily available in 4 delectable flavors Chocolate, Cookie Cream, Coffee and Dark Coffee. Maddox takes pride in its wholesome & premium ingredients used for manufacturing on European machinery which adheres to international standards, owing to get best in quality and strength in our product.

During the year under the Company's trading segment of food division, your Company has added two (02) brands for its distribution in Pan India namely THAI COCO Thailand brand of Thai Coconut Public Co. Ltd. and another brand FOCO of Thai Agri Foods Public Company Limited & products are manufactured by Viet World Co. Ltd., Vietnam. Recently, your Company has started contract manufacturing for M/s. Pran Beverages (India) Private Limited (“PBIL”) manufacturing “Wafer Sticks” under their brand named “PRAN” at Company's manufacturing plant, Kashipur to captive utilization of its capacity

The Management of the Company is very optimistic regarding performance of the Company in future & taking every steps to expand its distribution footprint to fulfill the rising demand of consumers and the sell out by effective marketing techniques/ activities in the fast-changing scenario and making every efforts to turn the Company in to profitable organization.

Your Company's paid-up equity share capital stood at Rs. 1042.63 Lakhs as on March 31, 2024. During the FY 23-24, the Company had done preferential allotment of400,000 convertible warrants at an issue price of Rs.57.10 per warrant to persons belonging to promoter's category. On 16th September' 2023, 400,000 warrants were converted into equivalent number of equity shares. The face value of each equity shares is X 10.00 and the premium is Rs. 47.10. The aggregate subscription money received for full issue size is X 2.28 crores.

On 16th October, 2023, the Company received listing approval of the BSE Ltd. for listing o f400,000 equity shares issued out of conversion of the said warrants. Accordingly, the paid up equity share capital of the company was increase from Rs.1002.63 Lakhs to Rs.1042.63 Lakhs. Proceeds of Preferential Issue are being fully utilized for the purposes that have been mentioned in the Notice of Extra Ordinary General Meeting which was held on March 01' 2023.

Your Company has not issued any equity shares with differential voting rights or sweat equity shares. Further your Company does not have any employee stock option scheme or employee stock purchase scheme.

With view to conserve financial resources of the company, directors do not recommend any dividend on Equity Shares for the year under review.

Your Company has not transferred any amount to the reserves during the year under review SUBSIDIARY. JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your Company does not have any subsidiaries or joint ventures or associate companies as defined under the Companies Act, 2013.

During the year under review, your Company has neither invited nor accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further there are no outstanding and/or overdue deposits as at March 31,2024.

Your Company has the advantage of an already existing distribution network of FMCG products. During FY 23-24, your Company has setup a manufacturing unit for Cream-filled & Cream-sprayed Wafer Sticks having installed capacity of around 900 MT per annum at Himalayan Mega Food Park, Kashipur, Uttarakhand under the scheme for Creation/Expansion of Food Processing & Preservation Capacities (CEFPPC) of the Pradhan Mantri Kisan Sampada Yojna (PMKSY) by the Ministry of Food Processing Industries (MoFPI), Government of India (GOI). As of 31st March' 24, the total project cost involved in installing a manufacturing unit is Rs. 21.16 Cr. (incl. Term Loan of Rs.5.20 Cr. granted by Canara Bank; Subsidy of Rs. 4.75 Cr. granted by MoFPI GOI and rest amount of Rs.11.21 Cr. from promoters' equity and internal accruals).

All relevant details are disclosed in the notes to the Financial Statements forming part of the Annual Report. The addition of new manufacturing setup in Company's business would ensure improve profitability and value creation.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 to which the financial statements relate and the date of this report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS

During the year under review, no significant/ material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Company's operations in future.

The Company has an internal financial control system, commensurate with the size, scale and complexity of its operation. The Statutory Auditors also review the internal financial controls and issue report under Section 143 of the Companies Act, 2013 which forms part of their Report. The detail in respect of adequacy of internal financial controls with reference to the financial statements is mentioned in the head Management Discussion and Analysis Report which forms part of this Board's Report.

The Company has a Risk Management Committee comprising of senior executives, which has the responsibility to identify the risk and suggest to the management the mitigation plan for the identified risks. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Board's Report.

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with Schedule V of the Listing Regulations, the Management Discussion and Analysis Report for FY 2023-24, forms part of this Board's Report as follows :

Global economy continues to present a mixed picture. Multiple factors like the on-going geopolitical conflicts, wide-spread elevation of debt, extreme weather conditions and elections in many parts of the world continue to contribute to the uncertainty of the Global Economic Outlook. Encouragingly, inflation has softened over the highs of the previous year and is expected to continue to moderate. Country variations will continue, with different parts of the world growing at varied pace. The FMCG industry is India's fourth-largest sector, making it a significant contributor to the country's economic growth by fuelling consumption, generating employment, and boosting manufacturing. Over the years, this sector has demonstrated remarkable agility in overcoming challenges and adapting to meet evolving consumer needs, shaping its trajectory for sustainable growth. In FY 2023-24, the FMCG industry witnessed a challenging year due to weather vagaries impacting agricultural output and consumer sentiment. As a result of this, while the industry witnessed sequential easing of inflation, volumes have been recovering gradually albeit readjusting with a lag. Three continuous years of sustained inflation prior to FY 2023-24 has impacted disposable income, especially in rural areas. This has resulted in a slower pace of recovery in rural and mass segments while urban and premium segments have been resilient. Notwithstanding the volume sluggishness seen in recent times, the Indian FMCG industry presents a compelling growth narrative. This is fuelled by several key factors - Digital Revolution; Fastest growing major economy; Per-capita FMCG consumption & low penetration; Favourable Demographics and Rising Affluence.

Despite the volatile business environment prevailing during the year, your Company emerged with more resilience and ensure availability of products and overcome volatility in prices of essential commodities through prudent procurement decisions. Moreover, the Company expanded its distribution footprint in rural areas of the country which enabled good growth in focus states despite the generally subdued rural demand.

Outlook

The foreseeable future of Indian industry looks promising with strong growth forecasts and an expectation of leading the next phase of global growth. Your Company's growth will largely depend on the strategic management of pricing, inflation and various global factors.

Amidst rising competition, fluctuating commodity prices and climatic changes, your Company is expected to grow continuously on the strength of Indian & Imported brands, cost efficiencies and an ever-expanding distribution network. These attributes will play a significant role in your Company's success in the years to come.

Opportunities and Strengths

We aim to continue driving growth led by improvement in distribution and premiumization while looking at strategic cost optimization opportunities across the value chain. We are leveraging our strengths in distribution, operational excellence and institutionalizing benchmark practices in customer engagement and delivery processes to create a strong platform to build future businesses. The new manufacturing plant (food products) is the future engine of growth and have the potential to scale over time. We are committed to operate and grow the business in a responsible way.

The Indian economy has shown resilience and maintained its strength despite challenging circumstances. It may, however experience stress in the upcoming months due to geopolitical tensions and muted global financial forecasts. Sustaining your Company's strong performance will be dependent on effective management of input prices and economic downturns to achieve positive outcomes in terms of both value and volume. Further, the potential for growth may get affected by increasing consumer sensitivity to pricing amidst intense competition and decline in purchasing power. Key threats to our business include changing consumer preferences, volatility in commodity and currency, inflation, intense competition & competitive brand rivalry, economic downturns, import restrictions and concentration of retailers in developed markets.

We took strategic pricing interventions to mitigate some of the effects of input cost inflation while protecting the interests of the consumers.

Your Company is dealing in two (02) reportable segments:

I. Trading Segment

Mother & Babycare Division including wide range of infant care products, skincare products for babies & new mothers and oral & personal care products.

Food products including Thai food, sauces, Korean instant noodles, ready to eat products etc.

II. Manufacturing Segment

Company has setup a manufacturing unit of Wafer Sticks processing plant (food products) at Himalayan Mega Food Park, Kashipur, Uttarakhand under the scheme for Creation/Expansion of Food Processing & Preservation Capacities (CEFPPC) of the Pradhan Mantri Kisan Sampada Yojna (PMKSY) by the Ministry of Food Processing Industries, Government of India (MoFPI).

Company has started its commercial production of wafer sticks which has a total capacity of 900 MT (approx.) per annum.

On January 04, 2024 Company launched a premium confectionary brand of Wafer Sticks MADDOX, a perfect goodness of crunchy & creamy delight for you & loved ones.

Maddox Edge- Marketing to grow!

India ranks as the second-largest snacks market globally, with a trajectory indicating continual growth and a growing preference for convenience foods akin to European and American markets. The demand for wafer sticks is on the rise due to changing consumer taste and rise of disposable income. Supermarkets, hypermarkets and traditional stores will play a significant role in driving our product sales. Leveraging its established distribution network of FMCG products, and expanding its distribution further, the company is well-positioned to introduce new products, thereby creating additional value for our partners.

Segment wise performance

*Commercial production of Wafer Sticks has commenced from December 25, 2023.

A well-defined internal control framework backs your Company's operations. The foundations of efficient and effective internal control systems are good governance, robust systems and processes, a vigilant finance function and an independent internal audit function. The Company has an internal control system commensurate to the size and nature of its operations. The system encompasses financial and operational controls and statutory compliances. There are appropriate controls regarding policies and procedures, risk assessment, and ethics, which the Audit Committee periodically reviews. The Audit Committee, consisting of three independent directors, monitors the performance of the internal audits. This is conducted periodically through audit plans, findings, and the promptness of issue resolution through follow-ups. Thus, the Company has established an effective internal control structure to enhance organizational performance and contribute to accomplishing its objectives.

Total revenue from operations at X 8,957.05 Lakhs for the year ended Mar 31' 24 as against X8,185.66 Lakhs for the corresponding previous period, an increase of Rs. 771.39 Lakhs implying a growth of 9.42%. The Profit after tax for the financial year stood at X338.57 Lakhs as against X253.95 Lakhs in the corresponding previous year, reported an increase of X 84.62 Lakhs.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including :

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof :

Net worth increased by Rs. 515.96 Lakhs.

Changed due to: (1) Addition of Equity Share Capital - Rs. 40.00 Lakhs

(2) Addition of Equity Share Premium - Rs. 188.40 Lakhs

(3) Increase in total comprehensive income - Rs. 344.68 Lakhs

(4) Transfer from Convertible equity share warrants to Equity Share Capital and Equity share premium (-) Rs. 57.12 Lakhs

For Rama Vision Limited (RVL), progress with people is at the heart of our corporate ethos and human resource policies. Over the years, the Company has been fostering a meritocratic, empowering and caring culture that encourages excellence. The Company nurtures talents by providing its people with opportunities to sharpen their capabilities. As a result, learning & development is a continuous process, and the HR function is committed to it.

RVL encourages innovation, lateral thinking and multiskilling, preparing its people for future leadership roles. In addition, the Company endeavors to provide a safe, transparent, conducive and secure work environment that facilitates getting the best out of its talent pool. The Company remains committed to ensuring zero harm to its employees, consumers and the communities in which it operates. This is integral to the Company's business process and is laid down in the Company's safety policies, standards and working procedures. Health and safety is a key performance indicator and one of the prime drivers of the Company's corporate vision. At the same time, the Company expects its employees to honour and uphold its values while serving the organisation with sincerity, integrity and commitment.

As of March 31' 2024, the Company employed 142 employees across all locations.

The Company has followed accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under the Section 133 of the Companies Act, 2013 read rules made thereunder and any other relevant provisions of the Act. The Company has uniformly applied the accounting policies during the periods presented. Kindly refer to note no. 2 of the financial statements for significant accounting policies adopted by the company.

As on March 31, 2024, the Board of the Company consisted of seven Directors namely Mr. Satish Jain, Chairman & Managing Director; Mr. Arhant Jain, Whole Tme Director designated as Director (Marketing); Mr. Udit Jain, Whole Time Director designated as Executive Director; Mr. Shyam Sunder Lal Gupta, Mr. Govind Prasad Agrawal, Mrs. Neera Bhargava and Mr. Vimal Mehta are the Non- Executive Independent Directors.

Pursuant to Section 152 of the Companies Act, 2013 Mr. Udit Jain (DIN: 08034841) Whole Time Director designated as Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Appointment/ Re-appointment of Director

The present term of appointment of Mr. Udit Jain (DIN: 08034841) was upto 30th June, 2024 as Whole Time Director designated as Executive Director of the Company. The Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on 15th May 2024, approved the reappointment of Mr. Udit Jain for a further period of five years from 01.07.2024 to 30.06.2029 & fixation of remuneration for three years w.e.f 01.07.2024 to 30.06.2027 and recommended the same to the shareholders for their approval at the ensuing AGM. In this respect, a special resolution forming part of the notice calling 35th AGM has been proposed to be passed by the shareholders.

Further, the present term of appointment of Mr. Satish Jain, Chairman & Managing Director (DIN: 00052215) and Mr Arhant Jain, Whole Time Director designated as Director (Marketing) (DIN: 00885159) is upto 30th September, 2024. The Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on 09th August 2024, approved the reappointment of Mr. Satish Jain and Mr. Arhant Jain for a further period of five years from 01.10.2024 to 30.09.2029 & fixation of remuneration for three years w.e.f 01.10.2024 to 30.09.2027 and recommended the same to the shareholders for their approval at the ensuing aGm. In this respect, a special resolution(s) forming part of the notice calling 35th AGM has been proposed to be passed by the shareholders.

The Nomination & Remuneration Committee and the Board of Directors in their respective meetings held on 09th August, 2024, approved the appointment of Mrs. Neelu Jain (DIN: 00227058) and Mrs. Deepali Gupta (DIN: 10705479) as an Additional Director in the category of Non-Executive Independent Director of the Company to hold office from 09th August, 2024 till the ensuing Annual General Meeting. In the same meeting, the Nomination & Remuneration Committee and the Board of Directors have, subject to the approval of shareholders at the ensuing Annual General Meeting, also approved the appointment of Mrs. Neelu Jain and Mrs. Deepali Gupta as a Non-Executive Independent Director for a consecutive period of 5 years from 09th August, 2024 to 08th August, 2029 and recommended the same to the shareholders for their approval at the ensuing AGM. In this respect, a special resolution(s) forming part of the notice calling 35th AGM has been proposed to be passed by the shareholders.

The Key Managerial Personnel (KMP) namely, Mr. Satish Jain, Chairman and Managing Director Mr. Raj Kumar Sehgal, GM (Legal) and Company Secretary and Mr. Kamlesh Jain, Chief Financial Officer continues to hold office during the year under review.

All the Independent Directors have furnished declarations that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 & 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors of the Company met once in FY 2023-24 on 27th March, 2024 and reviewed the performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between management and the Board that is necessary to effectively and reasonably perform its duties. None of the Executive Directors and/or Management Personnel attended the meeting.

In the opinion of the Board, the Independent Directors possess clear sense of value and integrity and have requisite expertise and experience in their respective fields. The online proficiency self-assessment test to be conducted by Indian Institute of Corporate Affairs is exempted for such Independent Directors who have served a Company in such capacity for a total of not less than three years.

Familiarization of Independent Directors

All the Independent Director have been familiarized with the organization structure, our business module, board procedures and management strategies particularly in the Independent Directors meeting. For any new Independent Director, as and

when inducted on the Board, they are introduced to our Company's culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, board procedures, our major risk and management strategy. The details of such familiarization programs are also available on the website of the Company https://www.ramavisionltd.com.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board met four times during the financial year, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

BOARD COMMITTEES

The Board has constituted various Committees in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The details pertaining to composition, terms of reference, meetings held and attendance thereat of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Borrowing Committee, Committee for Preferential Issue for the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination & Remuneration Committee.

Evaluation of the Board and its Committees is based on structured questionnaire prepared in accordance with the criteria for performance evaluation as laid down in Nomination & Remuneration Policy, such as, adequacy of the composition of the Board and its Committees, communication with the management team, shareholders and others quality and value of their contributions at board meetings, directors participation in Board discussions, meeting attendance, willingness to devote time and efforts to understand the Company etc. Similarly, for evaluation of individual director's performance, various parameters like director's profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc. are considered. Further, the performance of chairman, executive directors and independent directors are evaluated on certain additional parameters depending upon their roles and responsibilities. For the Chairman, the criteria include leadership, relationship with stakeholders etc., for the executive directors the criteria includes positive attitude and promptness in making decision, contribution to improve financial and other functions of the company, understanding of laws which has impact on the Company's business, efforts in promoting and expanding the business, brand building. Similarly, criteria for evaluation of independent directors include effective deployment of knowledge and expertise, commitment to his/her role towards the company and various stakeholders, willingness to devote time and efforts towards his/her role, high ethical standards, adherence to applicable codes and policies, effective participation and application of objective independent judgement during meetings, etc.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the FY 2023-24 by the Board on structured questionnaire forms. This included performance evaluation of all the Independent Directors by the entire Board of Directors excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires.

The Independent Directors had met separately on March 27, 2024 without the presence of Non-Independent Directors and the Members of Management and discussed, interalia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and NonExecutive Directors.

The Directors expressed their satisfaction with the evaluation process.

The Company has in place Vigil Mechanism cum Whistle Blower Policy as per the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy deals with the instances of unethical behaviour- actual or suspected, fraud or violation of the Company's Code of Conduct. It provides for a mechanism for safeguarding a Whistle Blower against the victimisation of Director(s)/ Employees and allows to approach the Chairman of the Audit Committee of the Company with the protected disclosure. The Vigil Mechanism cum Whistle Blower Policy of the Company is uploaded on the Company's website https://www.ramavisionltd.com under the head Investors. During the year the company has not received any complaint through such mechanism.

NOMINATION AND REMUNERATION POLICY

The Policy of the Company for Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel of the Company called as Nomination and Remuneration Policy specifies the criteria for determining qualifications, positive attributes, independence of Director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013. The said policy has been adopted by the Board and is available on the website of the Company at https://www.ramavisionltd.com under the head Investors.

The broad parameters covered under the Policy are - Policy Objective, Appointment of Directors, Key Managerial Personnel and Senior Management, Tenure of Appointment, Remuneration of Directors, Key Managerial Personnel and Senior Management, Performance Evaluation, etc.

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statements :

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that 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 your Company as at 31st March, 2024 and of the profit of your Company for year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the accounts for the financial year ended 31 st March, 2024 have been prepared on a 'going concern' basis;

(e) that internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

No Loans, Guarantees and Investments covered under Section 185 and 186 of the Companies Act, 2013 has been given by the Company.

All related party transactions and material modification, if any, those were entered into during the financial year were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Regulations. There were no transactions during the year which would require to be reported in Form AOC-2. The Policy on Related Party Transactions is uploaded on the Company's website i.e. https://www.ramavisionltd.com under the head Investors.

Prior omnibus approval of the Audit Committee and Board were obtained for the transactions which are of foreseen and repetitive nature. A statement of Related PartyTransactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Detail of the transactions with Related Parties is disclosed in the notes to the Financial Statements forming part of the Annual Report.

Pursuant to the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility Policy is not applicable to your Company.Accordingly, the CSR Committee was not constituted.

As per the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is disclosed on the website of the Company https://www.ramavisionltd.com under the head Investors.

M/s. Suresh Kumar Mittal & Co., Chartered Accountants (Firm Registration No. 500063N), Statutory Auditors of your Company have been appointed as such by the Shareholders at the 33rd AGM held on September 28, 2022 to hold office from the conclusion of 33rd Annual General Meeting till the conclusion of the 38th Annual General Meeting to be held in the year 2027.

Auditors' Report

The Auditor's Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark. There is no offence of fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashu Gupta & Co., Company Secretaries to undertake the Secretarial Audit of the Company The Report of the Secretarial Audit, appended as Annexure A to the Board's Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules framed thereunder regarding appointment of Cost Auditor and maintaining the Cost Audit record, the same are not applicable to your Company.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure B to the Board's Report.

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure C to the Board's Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules will be provided upon request. However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has formulated and adopted “Code of Conduct for Regulating & Reporting Trading by Insiders and For Fair Disclosure, 2015”. The said Code of Conduct is uploaded on the website of the Company at https://www.ramavisionltd.com.

Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), 2015.

As a listed company, necessary measures are taken to comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors, M/s Suresh Kumar Mittal & Co., Chartered Accountants, forms part of this Board's Report and is annexed as Annexure D.

The Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) have been duly complied with by the Company.

The Company has not made any application during the year and no proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC).

THE DETAIL 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

The Company has not carried out any valuation during the year and not settled any amount as one time settlement and further not carried any valuation at the time of taking loan from the bank or financial institution.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee and is also having a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013':

a) number of complaints pending at the beginning of the financial year - Nil

b) number of complaints filed during the financial year - Nil

c) number of complaints disposed of during the financial year - Nil

d) number of complaints pending at the end of the financial year - Nil ACKNOWLEDGEMENT

Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, suppliers, distributors, banks, government authorities and stock exchange. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives and Staff Members of the Company

For and on behalf of the Board For Rama Vision Limited