Ram Info Ltd

Dear Members,

Your directors take pleasure in presenting the 30th Board's Report on the business and operations of your Company (the

"Company" or "Raminfo"), along with the audited financial statements for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiary has been referred to wherever required in the report.

Financial Highlights: year ended March 31, 2024 is summarized below: TheCompany'sfinancial

State of Affairs and Company's Performance:

Your Company with 30 years of pioneering digital transformation, Raminfo has been a trusted partner for governments seeking to enhance their e-Governance capabilities. We revolutionized citizen services with our e-Seva and Meeseva platforms, setting benchmarks in public service delivery. Our solutions, now integral to a quarter of India's population, cover a vast range of functions from G2C and G2B services to transaction management, having facilitated $10 billion worth of transactions.

During the Financial Year 2023-24, the Income from Operations (Standalone) is 8208.51 Lakhs as compared to the previous year of 8098.20 Lakhs. Consequently, the Net Profit after tax is 629.82 Lakhs as compared to the previous year of 617.40 Lakhs.

Future Outlook:

Raminfo plans to expand its operations from the current 9 states to 15 states across India and establish a presence in 5 international destinations. This expansion is part of the company's strategy to increase its market reach and deliver value to a broader customer base. Raminfo is on the cusp of launching two innovation hubs, one in India and another in the US. These hubs will nurture startups and grow a database of experienced executives and promising new graduates. The US innovation centre will also function as an incubator with a unique model to support entrepreneurial ventures.

Quality Standard:

The company has implemented suitable quality measures applicable to its business. The standard currently applied and validated is ISO CMMi level-3. Regular technology training is provided to upgrade and improve the skills of employees as necessary.

Dividend:

In order to augment capital as required for supporting the growth of the Company through retention of internal accruals, the Board of Directors has not recommended any dividend on Equity shares for the Financial Year 2023-24.

Transfer of Reserves:

The amount to be carried forward to the Balance Sheet for the period under review is 557.64 Lakhs.

Change in the Nature of Business:

There has been no change in the nature of business of the Company.

a) Authorized Share Capital:

The Authorized Share Capital of the Company is 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 Equity Shares of 10/- each.

b) Paid-Up Share Capital:

The Paid-up Share Capital is 7,54,24,650/- (Rupees Seven Crores Fifty-Four Lakh Twenty-Four Thousand Six Hundred and Fifty Only) divided into 75,42,465 Equity Shares of 10/- each. During the period under review, the Company has issued and allotted 8,28,825 Equity shares on a preferential basis of the face value of 10/- each and the Issue price of 140.50/- per share, further, the Company has allotted Convertible warrants of 34,29,007 at an issue price of 140.50/- per warrant.

The 8,28,825 Equity shares issued during the year were listed on BSE Limited on June 14, 2024.

Subsidiaries and Joint Ventures:

The details of the subsidiary and joint venture (JV) company have been provided as a part of the financial statements. During the year, there has been no material change in the nature of the business of the subsidiaries and JV. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/Associate Companies/JV in Form AOC-1 is annexed to this Board's Report as Annexure – I.

Raminfo Digitech Private Limited (Wholly Owned Subsidiary):

During the financial year 2023-24, the Income from operations is 255.73 Lakhs as compared to the previous year of Nil.

Consequently, the Net Profit after tax is 9.24 Lakhs as compared to the previous year loss of 27.88 Lakhs.

WHP-Raminfo-Medango AP Health Care Z2 (AOP):

During the financial year 2023-24, the AOP has Nil operations.

Modern MVUS Services Pvt Ltd (Associate):

During the financial year 2023-24, the Company was awarded a contract for the Operation & Management of 271 Mobile

Veterinary Units in Rajasthan, and the Company is yet to start its operations.

Unclaimed Shares / Dividend:

In terms of the provisions of Section 125 of the Companies Act, 2013 and rules made thereunder, the Company has not required to transfer any amounts of unclaimed Dividend (and its corresponding shares) or shares thereon to the Investor Education and Protection Fund.

Public Deposits:

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 during the Financial Year 2023-24 and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

Material Changes and Commitments:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Board of Directors: The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under the SEBI Listing Regulations.

Board Meetings during the Year: During the Financial Year 2023-24 eight (8) meetings of the board were held, the details of which have been disclosed in the report on Corporate Governance, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

Board Diversity: Your Company has a truly diverse Board that includes and makes good use of diversity in the skills, regional and industry experience, background, race, gender, ethnicity and other distinctions among directors. This diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective

Independent Directors: As a policy, the Company believes that independent directors comprise at least 50% of the board's strength. Mrs. Akhila Anamolu has been nominated as Lead Independent Director. She acts as a liaison between the non-executive directors and the management and performs such other duties as the Board/ Independent Directors may decide from time to time. None of the independent directors is related to the promoters and/ or promoter group.

Declaration by Independent Directors: The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year: It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience

(including proficiency). The Company has imparted the necessary familiarization program to the newly inducted independent director.

Registration of Independent Directors in Independent Directors Databank: All the Independent Directors of your Company have been registered and are members of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Certificate of Non-Disqualification of Directors:

The Certificate on Non-Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause 10 (i) of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is issued by the Company Secretary in Practice is annexed to this Report as Annexure -VI.

Changes in the composition of the Board of Directors: Your Company made certain changes to the Board of composition of the Board of Directors during the year as follows: i) Appointments: Mrs. Akhila Anamolu (DIN: 08140852) was re-appointed as an Independent Director in the Annual General Meeting held on August 10, 2023 for a period of 5 years effective from May 28, 2023.

Retirements and re-appointments at the Annual General Meeting (AGM): i) AGM 2023: At the AGM held on August 10, 2023, Mr. L. Srinath Reddy, (DIN: 03255638) who retired by rotation and being eligible, offered himself for reappointment as a director liable to retire by rotation was appointed as director of the Company:

ii) AGM 2024: Mr. Anil Kumar Ambati (DIN: 06535455), Director, who retires by rotation and is being eligible, offers himself for reappointment as a director liable to retire by rotation is proposed appointed as director of the Company.

Changes after the end of the Financial Year 2024: Resignations: i) Mr. Bhavesh Raskilal Parik (DIN: 08705628) resigned from the Board w.e.f April 30, 2024. ii) Mrs. Akhila Anamolu (DIN: 08140852) resigned from the Board w.e.f June 14, 2024.

Appointments: i) Mrs. Sunitha Bora (DIN: 10685370) appointed as independent director w.e.f June 28, 2024, subject to the approval of shareholders in the ensuing AGM. ii) Mrs. Sunita Choudhary (DIN: 03572313) appointed as independent director w.e.f June 28, 2024, subject to the approval of shareholders in the ensuing AGM.

Key Managerial Personnel:

Following are the KMP of the Company in accordance with the provisions of Section 2(51), and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as at March 31, 2024:

i) Resignation: Mr. Abdur Rahman has resigned from the position of Company Secretary w.e.f November 09, 2023.

ii) Appointment: Mr. K. Kiran Kumar Reddy, was appointed as Company Secretary of the Company w.e.f. January 17, 2024.

Evaluation and Assessment:

The Company believes that formal evaluation of the board, its committees, individual directors, etc. on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the Company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness. By focusing on the board as a team and on its overall performance, the Company ensures that communication and overall level of participation and engagement also improves.

In order to facilitate the same, the board undertook a formal assessment and evaluation process during 2023-24. The evaluation was performed by the Board, Nomination and Remuneration Committee, and Independent Directors with a specific focus on the performance and effective functioning of the Board and Individual Directors.

In compliance with the Companies Act, 2013 and SEBI Listing Regulations, feedback was sought by way of a structured questionnaire covering various aspects and the evaluation was carried out based on responses received from the Directors. The evaluation process elicits responses from the directors in a judicious manner - ranging from composition and induction of the board to effectiveness and governance. It also sought feedback on board and committee charters, strategy, risk management, and quality of discussion and deliberations at the board.

Committees of the Board:

As required under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as on March 31, 2024, the Board has the following committees:

• Audit Committee;

• Nomination & Remuneration Committee;

• Stakeholders Relationship Committee.

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the various committees and their meeting details are provided in the report on Corporate Governance, which forms part of this report.

Statutory Auditors:

M/s. Akasam & Associates, Chartered Accountants, Hyderabad (Registration No. 005832S) were appointed as the Statutory

Auditors of the Company in the 27th Annual General Meeting, who shall hold office till the conclusion of the 32nd Annual

General Meeting to be held in the year 2026. The independence of the external auditors is effectively maintained by the Company.

The Auditors' Report for the Financial Year 2024 does not contain any qualification, no explanation thereto is required by the Board.

Secretarial Auditor:

The Company also appoints an external Secretarial Auditor in accordance with the applicable regulations. The Secretarial Auditor undertakes Secretarial Audit for evaluation, forming an opinion and to report to the Shareholders as to whether, the Company has complied with the applicable laws comprising various statutes, rules, regulations, and guidelines.

The Board of Directors have appointed Mr. D.S. Rao, Practicing Company Secretary as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2024.

The Secretarial Audit report is annexed to this Board's Report as Annexure – V. The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks.

Internal Auditor:

Internal Audit is an integral part of the Company's internal control system which aids the Audit Committee to discharge its functions and responsibilities adequately and effectively and also to ensure that the internal processes and procedures are adhered to. The Audit Committee reviews audit reports submitted by the internal auditors.

M/s. M. Anandam & Co., Chartered Accountants have been appointed as the internal auditors of the company in accordance with Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 for the financial year 2023-24.

Instances of fraud reported by the Auditors:

During the Financial Year 2023-24, the statutory auditors and the secretarial auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Central Government or the Audit Committee under section

143(12) of the Companies Act, 2013.

Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for the Financial Year 2023-24 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder had been duly obtained by the Company. The Annual Secretarial Compliance Report issued by Mr. D.S. Rao, practicing company secretary (CP No. 14487) was submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Application under Insolvency and Bankruptcy Code, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during Financial Year 2023-24.

Details of the difference between the amount of the valuation done at the time of One Time Settlement and the valuation done while taking a loan from the banks or financial institutions along with the

The Company has not made any such valuation during Financial Year 2023-24.

Secretarial Standards:

The Company has complied with SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

Listing of Equity Shares:

The shares of your Company are listed at BSE Limited. Your Company is duly complying with all the requirements of the concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with other applicable SEBI Regulations, as amended from time to time.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2024-25.

During the financial year Company issued and allotted 8,28,825 under preferential issue, and the Equity Shares and listed on BSE Limited on June 14, 2024.

Details of utilization of funds raised through preferential allotment:

During the Financial Year 2023-24, the Company raised funds aggregating to 23,68,93,784/- through the preferential issue of Equity Shares and Convertible warrants on March 29, 2024 and the Company has not utilized the said funds as of March 31, 2024.

The Company will utilize the funds for the purposes stipulated in the Shareholders' EGM Notice.

Reconciliation of Share Capital Audit:

As required by the SEBI Listing Regulations, a quarterly audit of the Company's share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, withtheissuedandlistedcapital.ThePracticingCompanySecretary'sCertificatein regard to the same is submitted to BSE Limited and is also placed before the Board of Directors.

Compliance Certificate on Corporate Governance:

In compliance with the provisions of Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, a certificate on Corporate Governance issued by Company Secretary in Practice is annexed to this Report as Annexure -VII.

Corporate Governance:

Our company is deeply committed to upholding the highest standards of corporate governance and holds steadfast in its belief that sound governance principles form the bedrock of our operations. We firmly accountability, and ethical conduct, which guide our actions and decisions.

A report on Corporate Governance pursuant to the provisions of the Corporate Governance Code stipulated under the SEBI Listing Regulations is annexed to this Board's Report as Annexure –VIII.

Management Discussion and Analysis:

The Management Discussion and Analysis is annexed to this Board's Report as Annexure – XI and provides details of the overall Industry structure and developments, Opportunities and Threats, Segment–wise or product-wise performance, Outlook,

Risks and concerns, Internal control systems and their adequacy, financial performance with respect to operational performance and state of affairs of the Company's various businesses along with Material developments in Human Resources / Industrial

Relations front, including number of people employed and details of significant changes in key financial ratios.

Vigil Mechanism:

The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism as defined under

Regulation 22 of the SEBI Listing Regulations for employees and others to report concerns about unethical behavior. It also provides adequate safeguards against the victimization of employees who avail of this mechanism. No person has been denied access to the Chairman of the audit committee. The said policy has been made available on the website of the Company at www.raminfo.com.

Prevention of Sexual Harassment:

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the Financial Year 2023-24.

There are no pending complaints either at the beginning or at end of the financial year. The following is the summary of the complaints received and disposed of during the Financial Year 2023-24:

during a. the financial year: 0 Numberofcomplaints filed b. Number of complaints disposed of during the financial year: NA c. Number of complaints pending as on end of the financial year: NA

Risk Management:

Risk Management is an enterprise-wide function that aims at assessing threats to business sustainability and mitigating those threats. The Board of Directors and senior management team with industry experience develop frameworks and methodologies for assessing and mitigating risks and have put in place effective and robust systems for the purposes of identification and mitigation of risks involved in the business of the Company. The Audit Committee oversees the Company's processes and policies for determining risk tolerance and reviews management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Audit Committee has additional oversight in the area of financial risks and controls.

For details, please refer to the Management Discussion and Analysis report which forms part of the Board Report.

Significant and Material Orders:

During the year the Company received an order from the Goods and Services Tax (GST) department, Andhra Pradesh raising demand for tax liability and interest on various GST issues with an amount totaling 4,58,76,000/-. The Company believes that it has adequate legal grounds to reasonably substantiate its position in this matter and does not expect any material impact on the financial, operation, or other activities of the Company due to the said Order, and the Company has filed an appeal before the appellate authority, Additional Commissioner ST, Vijayawada, Andhra Pradesh and the appeal is partly allowed and partly dismissed on June 20, 2024. The Company is further evaluating other legal options against the said Order.

Other than mentioned above, the Company has no orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Adequacy of Internal Financial Controls:

Internal Financial Controls are part of the risk management process addressing financial and financial reporting risks. They ensure the orderly and efficient conduct of business, including adherence to Company policies, safeguarding of its assets, prevention, and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records.

They aid in the timely preparation of financial statements. The Internal Financial Controls have been documented, digitized and embedded in the business process.

CEO and CFO Certification:

The Managing Director and the CFO have given a Certificate to the Board as contemplated in Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Board's Report as Annexure – IX.

Particulars of Loans, Guarantees, or Investments:

Particulars of loans given, investments made, guarantees given and securities provided, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Unsecured loans from Directors:

The Company has not received any loan from the Directors of the Company during the year under review.

Related PartyTransactions:

The Company has complied with the provisions of section 188(1) of the Act dealing with related party transactions. The information on transactions with related parties pursuant to section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is annexed to this Board's Report as Annexure – II.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Companies Act, 2013 annexed to this Board's Report as Annexure – III.

Annual return:

In accordance with Section 92(3) of the Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014, a copy of the Annual return of the Company has been placed on the Company's website www.raminfo.com.

Remuneration Ratio of the Directors/Key Managerial Personnel/ Employees:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Board's Report as Annexure – IV.

Environment, Health and Safety:

The Company upholds a strong belief in the principles of Environment, Health, and Safety (EHS). We recognize that safeguarding the environment, ensuring the well-being of our employees, and promoting a safe workplace are integral to sustainable success. By prioritizing EHS, we demonstrate our commitment to responsible operations, risk mitigation, and fostering a culture of care. Through stringent policies, continuous training, and robust practices, we strive to create a positive impact on the environment, protect human health, and maintain the highest standards of safety across all aspects of our business.

Human Resources:

At Raminfo, we firmly believe that our greatest asset is our people, and we prioritize the well-being and development of our employees. We foster a culture of inclusivity, respect, and growth, providing comprehensive support through robust Human

Resources practices. From competitive compensation and benefits to ongoing training and career advancement opportunities, we invest in our employees to ensure their success, job satisfaction, and professional fulfillment. By engaging work environment, we empower our workforce to thrive and contribute to the overall success of the company.

Corporate Social Responsibility (CSR):

We recognize the critical importance of Corporate Social Responsibility (CSR) and the essential role businesses play in driving positive societal and environmental change. By embedding CSR into our core values and operations, we are committed to contributing to community well-being and maintaining the highest ethical standards. Through strategic initiatives and partnerships, we aim to empower social causes, support vulnerable populations, and promote inclusivity. For us, CSR is not merely an obligation but a commitment to creating a meaningful impact and leaving a lasting legacy for future generations.

The Company has in place a CSR Policy framed in accordance with the requirements of Section 135 of the Companies Act and Rules framed thereunder. The CSR Policy is available on the website of the Company at www.raminfo.com.

During the year, the Company is required to spend 14,67,216/- under CSR activities, however, the Company has spent

18,80,000/- on CSR activities, an excess amount 4,12,784/- has been spent during the year which will be used set-off in the succeeding financial years.

A report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Board's Report as Annexure – X.

Remuneration Policy:

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for the selection and appointment of Directors, Key Managerial Personnel, Senior Management, and their remuneration.

i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive/independent) of the Company;

ii. To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and iii. Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors' compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

During the year under review, there has been no change to the Policy.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: https://www.raminfo.com.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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.

c. The Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Acknowledgement and Appreciation:

Your Directors take this opportunity to express their profound gratitude to our esteemed customers, shareholders, bankers, business associates, regulatory authorities, dealers, vendors, and all stakeholders for their enduring trust and unwavering support in Raminfo Limited. Their collaboration has been pivotal in our journey, enabling us to navigate challenges and achieve remarkable growth. The Board also wishes to acknowledge the dedication and hard work of every member of the Raminfo family, whose contributions have been invaluable in enhancing the company's performance and driving its success. We remain steadfast in our commitment to fostering strong relationships and delivering exceptional value as we move forward together towards a bright and prosperous future.