Rama Telecom Ltd Management Discussions

OF FINANCIAL CONDITIONS AND

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the financial years ended on March 31, 2025, 2024 and 2023 is based on, and should be read in conjunction with, our Restated Financial Statements, including the schedules, notes and significant accounting policies draft thereto, included in the chapter titled "Restated Financial Statements" beginning on page 293 of this Red Herring Prospectus. Our Restated Financial Statements have been derived from our audited financial statements and restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared in accordance with AS.

You should read the following discussion of our financial condition and results of operations in conjunction with our Restated financial statements attached in the chapter titled "Financial Information" beginning on page 293 included in this Red Herring Prospectus. You should also read the section titled "Risk Factors" on page 45 and the section titled "Forward Looking Statements" on page 30 of this Red Herring Prospectus, which discusses a number of factors and contingencies that could affect our financial condition and results of operations. Our Financial Statements, as Restated have been derived from our audited Financial Statement for the respective years. The following discussion relates to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated Financial Statements.

Our financial statements have been prepared in accordance with IND-AS, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditor which is included in this Red Herring Prospectus under "Financial Information" on Page 293. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Rama Telecom Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Statements" for Fiscal Year.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward Looking Statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

Business Overview

Our Company was originally incorporated on June 12, 2004 as a Private Limited Company in the name and style of "Rama Telecom Private Ltd" under the provisions of the Companies Act, 1956 vide Certificate of Incorporation bearing CIN: U64202WB2004PTC099086 issued by the Registrar of Companies, Kolkata. Later, our Company was converted into a Public Limited Company pursuant to Special Resolution passed by the Shareholders of our Company at the Extra Ordinary General Meeting held on August 12, 2024 and consequently the name of our Company was changed from "Rama Telecom Private Ltd" to "Rama Telecom Limited" and a fresh Certificate of Incorporation dated November 25, 2024 pursuant to conversion from Private Limited Company to Public Limited Company was issued by the Registrar of Companies, Central Processing Centre bearing Corporate Identification Number U64202WB2004PTC099086 . We are a prominent service provider in the telecom industry with a presence across pan India. Our business ranges from providing logistic, maintenance and infrastructure support to the major Telecom service providers and related industries in India. Our main focus is in detailed timely and professional services for the maintenance of the existing telecom network apart from execution of new infrastructure with the latest available technology. We have a pan India presence with offices across multiple regions in India. With a legacy spanning decade, we have carved a niche for ourselves in the India Development Story.

BUSINESS SEGMENTS

Railway Sector

Our companys operations in the railway sector are centered on Device-to-Device (D2D) communication, addressing the sectors specialized requirements through precise planning and execution. Raw materials are sourced from approved vendors for orders under ?5 lakhs, while larger orders adhere to procurement guidelines set by railway-approved vendors. Rigorous quality control ensures that all materials meet stringent standards. Strategic logistical coordination facilitates efficient material transport and immediate deployment, supported by a flexible workforce that adapts to project needs for optimal productivity.

Seasonal variations significantly impact railway projects, necessitating adaptable strategies. Outdoor activities, such as cable laying, are prioritized in favorable weather, whereas indoor tasks, like setting up Optical Fiber Communication (OFC) rooms, are undertaken during less favorable conditions. Projects are executed in two key phases: supply and execution.

Regular review meetings with railway officials address challenges, ensuring project alignment and smooth implementation. These interactions enhance the deployment of optical fiber networks to meet the operational demands of the railway sector. By investing in infrastructure and workforce development, we strive to improve the quality and reliability of our services, contributing to safety, efficiency, and customer satisfaction.

Telecom Sector

In the telecom sector, our operations are a significant revenue driver, supported by the robust demand for reliable communication services. The COVID-19 pandemic underscored the resilience of this sector, with government concessions, such as the reduction in bank guarantee requirements providing financial relief. These concessions allowed us to maintain cash flow, manage operational costs, and invest in technology and infrastructure, ensuring seamless project execution during challenging times.

Our efforts in the telecom sector focus on managing optical fiber network projects, ensuring transparency in fund allocation and prioritizing investments that align with our digital transformation agenda. By maintaining robust billing processes and staying ahead of upcoming billing cycles, we secure continuous funding to support our operational and expansion goals.

Collaboration with technical officers in the telecom industry through regular review meetings ensures alignment on project requirements and fosters innovation. Our technically skilled field workforce plays a pivotal role in delivering high-quality optical fiber networks, prioritizing reliability, scalability, and customer satisfaction. By leveraging advancements in technology and adhering to proven internal processes, we position ourselves to meet the growing demand for high-speed connectivity and maintain a competitive edge in the dynamic telecom landscape

Particulars	31-Mar-25	%	31-Mar-24	%	31-Mar-23	%
Government	3762.71	90.11	3501.43	94.16	3182.8	96.16
Private	413.09	9.89	217.34	5.84	127.24	3.84
Total	4175.8	100	3718.77	100	3310.1	100

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to Significant Accounting Policies and Notes to accounts, "Note - 03 " beginning under Chapter titled "Restated Financial Statements" beginning on page 293 of this Red Herring Prospectus.

KEY PERFORMANCE INDICATORS ("KPIs")

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of the Equity Shares on the Stock Exchange or till the complete

utilization of the proceeds of the Fresh Offer as per the disclosure made in the "Objects of the Offer" Section beginning on Page no. 141 , whichever is later or for such other duration as may be required under the SEBI ICDR Regulations.

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated June 14, 2025 and the members of the Audit Committee have verified the details of all KPIs pertaining to the Company. Further, the members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to any investors at any point of time during the three years period prior to the date of filing of this Red Herring Prospectus. Further, the KPIs herein have been certified by M/s. Agrawal Uma Shankar & Co, Chartered Accountants, by their certificate dated June 14, 2025, who hold a valid certificate issued by the Peer Review Board of the ICAI. The Statutory Auditors certificate dated June 14, 2025 has been included in the section ‘Material Contracts and Documents for Inspection beginning on Page no. 464 of this Red Herring Prospectus.

The KPIs disclosed below have been used historically by our Company to understand and analyze the operational and the financial performance, which in result, helps it in analyzing the growth of various verticals in comparison to its listed peers, and other relevant and material KPIs of the business of our Company that have a bearing on arriving at the Basis for Offer Price have been disclosed below.

The Applicants can refer to the below-mentioned Key Performance Indicators, being a combination of financial and operational Key Performance Indicators, to make an assessment of our Companys performances and make an informed decision.

Financial KPI of our Company-

has not disclosed any KPIs to any investors at any point of time during the three years preceding the date of this Red Herring Prospectus other than as disclosed in this section.

b) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.

c) Total Income as appearing in the Restated Financial Statements of the companies

d) Operating EBITDA refers to earnings before interest, taxes, depreciation, amortization, gain or loss from discontinued operations and exceptional items. Operating EBITDA excludes other income.

e) Operating EBITDA Margin refers to operating EBITDA during a given period as a percentage of revenue from operations during that period.

f) PAT is the profit for the year from continuing operations.

g) Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our net profit after taxes by our revenue from operations.

h) Return on equity (ROE) is equal to profit for the year divided by the total average equity during that period and is expressed as a percentage.

i) Debt to equity ratio is calculated by dividing the Total debt (i.e., Total borrowings) by total equity (Shareholders Fund).

j) Debt Service Coverage Ratio measures our ability to make interest payments from available earnings and is calculated by dividing EBITDA by Debt service (Principal + Interest).

k) RoCE (Return on Capital Employed) (%) is calculated as Earnings Before Interest and Tax divided by total average equity plus non-current liabilities (i.e. Tangible Net worth + Total Debt+ Deferred Tax Liabilities).

l) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one year) and is calculated by dividing the current assets by current liabilities.

m) Net Capital Turnover Ratio quantifies our effectiveness in utilizing our working capital and is calculated by dividing our revenue from operations by our Average working capital (i.e., current assets less current liabilities)

n) EPS is calculated as PAT of relevant year divided by Average number of Equity Share

o) Net worth is a snapshot of financial stability at a given point in time and is useful for assessing financial progress and making informed financial decisions. The formula is Net worth = Total Assets - Total Liabilities

* Year-on-year growth is calculated as (Relevant Year Amount/ number minus Previous Year Amount/ number) divided by Previous Year Amount/number.

Set forth the description of historic use of the KPIs by our Company to analyses, track or monitor the operational and/or financial performance of our Company.

For evaluation of our business, we consider that the KPIs, as presented above, as additional measures to review and assess our financial and operating performance. These KPIs have limitations as analytical tools and presentation of these KPIs should not be considered in isolation or as a substitute for the Restated Standalone Financial Information. Further, these KPIs may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that it provides an additional tool for investors to use our operating results and trends and in comparing our financial results with other companies in our industry as it provides consistency and comparability with past financial performance.