Rama Vision Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Thirty Sixth (36 ) Annual Report on the business & operations of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31 March, 2025 is summarised in the following table:

( in Lakhs except EPS)

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from Operations	11387.08	8957.05
Other Income	42.78	25.90
Total Income	11429.86	8982.95
Less : Expenses
Cost of Materials Consumed	220.18	66.13
Purchases of Stock-in-Trade	7759.39	5931.43
Changes in Inventory of Stock-in-Trade	(185.21)	237.24
Employees Benefits Expense	1444.98	1125.71
Finance Costs	218.67	136.92
Depreciation & Amortization Expense	168.99	81.33
Other Expenses	1420.96	944.51
Total Expenses	11047.96	8523.27
Profit/ (Loss) before Exceptional Items & Tax Expense	381.90	459.68
Exceptional Items	0	0
Profit / (Loss) before Tax	381.90	459.68
Tax Expense :
(1) Current Tax	76.92	103.36
(2) Deferred Tax	19.14	15.47
(3) Earlier Year Tax	2.63	2.28
Profit / (Loss) after Tax (PAT)	283.21	338.57
Other Comprehensive Income (Net of taxes)	0.13	6.11
PAT with Other Comprehensive Income	283.34	344.68
Earnings per Share (EPS) (in )
Basic	2.72	3.31
Diluted	2.72	3.31

OPERATIONS AND STATE OF COMPANY AFFAIRS

The total income of the Company during FY 2024-25 was 11429.86 Lakhs as against total income of 8982.95 Lakhs in previous FY. The total expenses was 11047.96 Lakhs as against the total expenses of 8523.27 Lakhs in previous FY. The Profit after Tax was lower by 55.36 Lakhs from 338.57 Lakhs in previous FY to 283.21 Lakhs in the FY 24-25.

Your Company is one of Indias leading importers and distributors of premium mother & baby care, skincare, food and related consumer products. With a pan-India presence, Company operates through a robust network of dealers, distributors, modern trade partners, e-commerce and quick-ecommerce partners, ensuring efficient market coverage and product availability across urban and rural regions. The Company is backed by a professionally managed sales and marketing team with extensive experience, dedicated to brand growth, customer satisfaction and sustained market expansion.

During the financial year 2024 - 25, your Company has successfully expanded its product portfolio by introducing a new range of ?clairs and Lollipops under its own brand name MADDOX. Also added one (01) new brand for Pan-India distribution namely, MR. RICE renowned Vietnamese brand recognized for its high-quality rice-based products. It offers an authentic range of Asian food items, crafted to deliver traditional taste and superior quality. Your Company continued to focus on expanding its manufacturing capabilities and product portfolio. In addition to its core operations, the Company also undertook contract manufacturing of Wafer Stick Rolls for various reputed brands in the FMCG sector. This initiative has not only contributed to operational efficiency and optimal capacity utilization but also strengthened the Companys position as a trusted manufacturing partner in the industry. The contract manufacturing engagements are in line with the Companys long-term strategy to diversify revenue streams and build strategic alliances with leading brands. With a State-of-the-Art manufacturing facility equipped with advanced European Technology Machinery, Company ensures the highest standards of quality and efficiency.

The Management remains highly optimistic about the Companys future performance and is proactively undertaking strategic initiatives to expand its manufacturing and distribution footprint in response to growing consumer demand. Through effective marketing strategies and adaptive measures in a dynamic market environment, the Company is making every effort to transform itself into a profitable and sustainable organization.

CAPITAL STRUCTURE

Your Companys paid-up equity share capital stood at 1042.63 Lakhs as on March 31, 2025. During the year under review the Company has not altered its share capital, consequently there has been no change in the capital structure since previous year.

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.

DIVIDEND

In view of the need to conserve the financial resources of the Company, the Board of Directors has not recommended any dividend on the equity shares for the financial year under review.

TRANSFER TO RESERVES

Your Company has not transferred any amount to general reserves and has decided to retain the entire amount of profit for FY 2024-25 in the retained earnings.

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.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no outstanding and/or overdue deposits as at March 31, 2025.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the financial year ended March 31, 2025.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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 2024-25 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 Companys operations in future.

INTERNAL FINANCIAL CONTROLS SYSTEM

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 Boards Report.

RISK MANAGEMENT

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 Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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 2024-25, forms part of this Boards Report as follows:

Overview of Industry Structure and Development

Global Economy

The year was marked by significant global and domestic challenges, including geopolitical tensions, persistent inflation, volatile foreign exchange rates and elevated interest rates. Key developments such as the US Federal Reserves rate cuts, Chinas stimulus efforts, and uncertainties in US economic and trade policies (including tariffs) fueled market volatility. A notable concern was the slowdown in global manufacturing, especially in Europe and parts of Asia. Supply chain disruptions and weak external demand further strained global trade and production, exposing vulnerabilities in the global economic landscape.

Indian Economy

India continues steady growth, with real GDP projected to rise by 6.4% in FY25, close to the decadal average. Strong aggregate demand is driven by a 7.3% increase in private consumption, mainly from rural areas.

The agriculture sector is set to recover, with growth forecast at 3.8% in FY25. Despite strong growth, sluggish manufacturing remains a challenge, impacting job creation and Indias goal to become a global manufacturing hub. Targeted policies are needed to leverage the demographic dividend for sustainable expansion. Unlike many developed economies dependent on global trade, Indias growth is driven largely by domestic consumption and strategic government spending, providing resilience against external shocks. Headline inflation fell to a seven-month low of 3.6% in February 2025, especially in essential food items, boosting consumer purchasing power and supporting demand.

FMCG Sector

The FMCG sector is Indias fourth-largest industry, contributing around 3% to GDP and employing 3 million people. In 2024, the sector faced inflationary pressures, which led to shifts in consumer behavior and spending patterns. Quick commerce is transforming urban grocery shopping in India, with 31% of urban consumers relying on it for primary purchases and 39% for top-ups, reflecting rising demand for speed and convenience.

Outlook

For the FMCG Sector, 2025 presents significant growth opportunities, particularly in rural markets, where improving agricultural output, government welfare schemes, and better connectivity are expected to drive demand. The rapid adoption of e-commerce including Quick commerce is reshaping the sector, offering brands new ways to engage with consumers. While input cost volatility and regulatory changes remain key challenges, the industry is expected to benefit from stable demand, supply chain advancements, and innovation-driven growth. As a Company, we are well-positioned to leverage Indias economic momentum by expanding our market presence, strengthening our digital and omnichannel strategies, and continuously innovating to meet evolving consumer needs. With a sharp focus on sustainability, efficiency, and consumer-centricity, we remain confident in delivering strong growth and long-term value creation in years to come.

Opportunities and Strengths

To sustain growth, your company focusing on expanding distribution, innovating, premiumization and pursuing strategic cost optimization. Company is leveraging its strengths in distribution, operational excellence, and customer engagement to build a strong foundation for future growth.

Risks, Threats and Concerns

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 Companys 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.

Companys Overview

Your Company is a diversified FMCG importer and distributor with a growing manufacturing arm. It holds exclusive rights to global Mother & Baby Care and food brands and operates a modern wafer-stick production facility. With a robust distribution network across retail and digital channels, the company is strategically positioned to expand both trading and manufacturing operations in India.

Segment wise or Product wise performance

Your Company deals in 02 (two) business segments namely:

I. Trading Segment

Your Company continue to serve niche and high-potential consumer categories with globally trusted brands. For mothers and babies, we offer scientifically backed products that are guided by empathy and trusted by parents worldwide. In the culinary space, we bring authentic global flavours to Indian households ranging from ready-to-cook meals and sauces to indulgent snacks and confectioneries catering to evolving consumer tastes and preferences.

(a) Mother & Baby Care (Family Care)

PIGEON	: A leading Japanese Baby and Mother Care brand
MUSTELA	: A worldwide renowned French Baby and Mother Care brand
TRISA	: Swiss brand for oral and personal care
(b) Food & Other Products
NONGSHIM	: No. 1 leading Korean brand of high quality instant noodles
REAL THAI	: The famous for its curry paste and sauces from Thailand
KABS JACKPOT	: Brand of instant noodles & savory snacks originating from Nepal
MADDOX	: Cream-filled & Cream-sprayed Wafer Sticks, ?clairs and Lollipops
MR. RICE	: Vietnam brand carries products made from rice

II. Manufacturing Segment

As aware, Company operates a Wafer Sticks Processing Plant in Kashipur, Uttarakhand (Himalayan Mega Food Park) with 900 MT/yr. capacity, producing its own Maddox confectionery brand, this plant is set up under Govt. of India Scheme of Creation/ Expansion of Food Processing & Prevention Capacities (CEFPPC) of Pradhan Mantri Kisan Sampada Yojna (PMKSY) and Grant-in-Aid Subsidy scheme.

During the FY 2024 - 25, Company has successfully expanded its product portfolio by introducing a new range of ?clairs and Lollipops under its own brand name MADDOX. In addition, the Company also undertook contract manufacturing of Wafer Stick Rolls for various reputed brands in the FMCG sector. This initiative has not only contributed to operational efficiency and optimal capacity utilization but also strengthened the Companys position as a trusted manufacturing partner in the industry.

Segment wise performance

Sr. No. Segment wise performance	% of the total turnover FY 24-25
1 Trading Segment
a) Baby & Mother Care Products	21.22
b) Food & other Items	74.56
2 Manufacturing Segment	04.22

Over the years, Company transformed into a trusted import and distribution powerhouse, bringing top-tier Mother & Baby Care and Food brands into Indian households. Nationwide presence across baby shops, pharmacies, supermarkets, hypermarkets, food service & pharma channels, plus e-commerce platforms like Amazon, Flipkart, FirstCry, Blinkit, and Zepto, etc.

Internal Control Systems and their adequacy

A well-defined internal control framework backs your Companys 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.

Financial Overview

Total revenue from operations at 11387.08 Lakhs for the year ended Mar 31 25 as against 8957.05 Lakhs for the corresponding previous period, an increase of 2430.03 Lakhs implying a growth of 27.13%. The Profit after tax for the financial year stood at 283.21 Lakhs as against 338.57 Lakhs in the corresponding previous year, reported a decline in net profit by 55.36 Lakhs, due to increase by 50.44% in other expenses which includes travelling & conveyance, freight, courier & forwarding expenses etc.

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:

Particulars	FY 24-25	Reason if change above 25%
Debtors Turnover	4.13	Change less than 25%
Inventory Turnover	1.34	Change less than 25%
Interest Coverage Ratio	2.75	Due to increase in interest cost on term loans and working capital loans
Current Ratio	1.77	Change less than 25%
Debt Equity Ratio	0.99	Change less than 25%
Operating Profit Margin (%)	3.35	Due to increase in finance cost and depreciation on manufactuing assets
Net Profit Margin (%)	2.54	Due to decrease in net profit after tax

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 283.34 Lakhs.

Changed due to increase in total comprehensive income - 283.34 Lakhs

Development in Human Resource

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 motto is that result, learning & development is a continuous process, and the HR function is committed to achieved it.

RVL encourages innovation, lateral thinking and multiskilling, preparing its people for future leadership roles. In addition, the Company endeavours 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 by adopting the Companys safety policies, standards and working procedures. Health and safety is a key performance indicator and one of the prime drivers of the Companys 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 2025, the Company employed 165 employees across all locations.

Disclosure of accounting treatment in preparation of financial statements

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Status of Directors

As on March 31, 2025, the Board of the Company comprises of Six (6) Directors namely Mr. Satish Jain, Chairman & Managing Director; Mr. Arhant Jain, Whole Time Director designated as Director (Marketing); Mr. Udit Jain, Whole Time Director designated as Executive Director; Mr. Vimal Mehta, Mrs. Neelu Jain & Mrs. Deepali Gupta, are the Non- Executive Independent Directors.

Appointment/ Re-appointment of Director(s) during FY 2024-25

a) Re-appointment of Director retired by rotation

Mr. Udit Jain (DIN: 08034841) Executive, Whole Time Director of the Company, who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 was re-appointed by the Members at the 35th Annual General Meeting (AGM) held on September 24, 2024.

b) Re-appointment of Mr. Udit Jain (DIN: 08034841), Whole Time Director designated as Executive Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the re- appointment of Mr. Udit Jain (DIN: 08034841), Whole Time Director designated as Executive Director of the Company for a period of five years w.e.f July 01, 2024 to June 30, 2029. At the 35 Annual General Meeting (AGM) of the Company held on September 24, 2024, his re-appointment was approved by the Shareholders of the Company.

c) Re-appointment of Mr. Satish Jain (DIN: 00052215), Chairman and Managing Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the re-appointment of Mr. Satish Jain (DIN: 00052215), Chairman and Managing Director of the Company, who attained the age of 70 years on November 11, 2024, for a period of five years w.e.f October 01, 2024 to September 30, 2029. At the 35 AGM of the Company held on September 24, 2024, his re-appointment was approved by the Shareholders of the Company.

d) Re-appointment of Mr. Arhant Jain (DIN: 00885159), Whole Time Director designated as Director (Marketing)

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the re-appointment of Mr. Arhant Jain (DIN: 00885159), Whole Time Director designated as Director (Marketing) of the Company for a period of five years w.e.f October 01, 2024 to September 30, 2029. At the 35 AGM of the Company held on September 24, 2024, his re-appointment was approved by the Shareholders of the Company.

e) Appointment of Mrs. Neelu Jain (DIN: 00227058) & Mrs. Deepali Gupta (DIN: 10705479) as Non-Executive Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mrs. Neelu Jain and Mrs. Deepali Gupta as an Additional Director(s) in the category of Non-Executive Independent Director(s) of the Company with effect from August 09, 2024. At the 35 AGM of the Company held on September 24, 2024, their appointment(s) were approved by the Shareholders of the Company as Directors in the category of Non-Executive Independent Director(s) of the Company, for the first term of 5 (five) consecutive years with effect from August 09, 2024 to August 08, 2029.

f) Cessation of Mr. Shyam Sunder Lal Gupta (DIN: 00044635) & Mr. Govind Prasad Agrawal (DIN: 00008429)

Mr. Shyam Sunder Lal Gupta & Mr. Govind PrasadAgrawal ceased to be the Independent Director(s) of the Company on completion of their second term of appointment ended on September 29, 2024.

g) Cessation of Mrs. Neera Bhargava (DIN: 07011735)

Mrs. Neera Bhargava ceased to be the Independent Director of the Company on completion of her second term of appointment ended on February 12, 2025.

Directors retiring by rotation

Pursuant to Section 152 of the Companies Act, 2013 Mr. Arhant Jain (DIN: 00885159), Whole Time Director designated as Director (Marketing) is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. A resolution seeking his re-appointment, forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on September 26, 2025. The profile along with other details of Mr. Arhant Jain are provided in the annexure to the Notice of the AGM.

Key Managerial Personnel

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.

Statement on declaration given by Independent Directors

All the Independent Directors have furnished declarations that they meet the criteria of independence as 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 2024-25 on 31st March, 2025 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.

Statement regarding Integrity, Expertise and Experience of Independent Directors

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 the capacity of a Director or Key Managerial Personnel of a listed public company for a total of not less than three years & professional practice exemptions for atleast 10 years.The Companys Independent Directors need not to undergo the said test as they qualify said criteria.

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 Companys 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.

Declaration by the Company

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.

NUMBER OF MEETINGS OF THE BOARD

The Board met 4 (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.

AUDIT COMMITTEE RECOMMENDATIONS

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 directors performance, various parameters like directors 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 Companys 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 2024-25 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 31, 2025 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 Non-Executive Directors.

The Directors expressed their satisfaction with the evaluation process.

VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

The Company has in place Vigil Mechanism cum Whistle Blower Policy as per the provisions of Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177(9) of the Companies Act, 2013. The Policy deals with the instances of unethical behaviour-actual or suspected, fraud or violation of the Companys 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 Companys 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.

DIRECTORS RESPONSIBILITY STATEMENT

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 31 March, 2025, 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 31 March, 2025 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 March, 2025 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions and material modification, if any, those were entered into during the financial year were on arms 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 Companys 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 Party Transactions is placed before the Audit Committee/ Board for its review and approval on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Disclosure of Unsecured Loan from Director

During the year under review, the Company has received an unsecured loan of 1.20 Cr. from Mr. Satish Jain, Chairman & Managing Director of the Company, to support the day-to-day business operations. The said loan was provided out of the directors own funds, and necessary declaration in this regard has been received. The entire loan amount has been repaid with interest of 0.70 Lakhs during the year. The transaction is in compliance with the provisions of the Companies Act, 2013 and the applicable rules thereunder.

Detail of the transactions with Related Parties is disclosed in the notes to the Financial Statements forming part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

ANNUAL RETURN

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.

AUDITORS AND AUDIT REPORTS

Statutory Auditors

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

Auditors Report

The Auditors 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 Auditors 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.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations), the Board of Directors has appointed M/s. Ashu Gupta & Co., Company Secretaries, to undertake SecretarialAudit of the Company for FY 2024-25. The Report of the Secretarial Audit is appended as Annexure A to the Boards Report and does not contain any qualification, reservation, adverse remark or disclaimer.

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, based on Audit Committee, recommends the appointment of M/s Ashu Gupta & Co., Company Secretaries as Secretarial Auditors of the Company for a period of 5 years from FY 2025-26 to FY 2029-30. Ms. Ashu Gupta is an individual Peer reviewed Company Secretary in practice, who do not incur any disqualification and thus eligible for appointment. A resolution for this purpose is envisaged in the Notice Calling 36th Annual General Meeting.

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.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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 Boards Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

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 Boards 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". The said Code of Conduct is uploaded on the website of the Company at https://www.ramavisionltd.com.

CORPORATE GOVERNANCE

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 Boards Report and is annexed as Annexure D.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

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

THE DETAIL OF APPLICATION MADE/ PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (PoSH Act) and the amended Companies (Accounts) Second Amendment Rules, 2025, your Company has constituted an Internal Complaints Committee (ICC) to address complaints related to sexual harassment at the workplace. Your Company has adopted 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. The said policy is available on the website of the Company at https://www.ramavisionltd.com.

During the financial year 2024-25, the Company reports the following :
Sr. No. Particulars	Number
a) Number of complaints of sexual harassment received during the year	Nil
b) Number of complaints disposed of during the year	Nil
c) Number of cases pending as on the end of the year for more than 90 days	NA

c) Number of cases pending as on the end of the year for more than 90 days NA

Your Company remains committed to upholding the highest standards of workplace safety, dignity, and equality, and to taking timely and effective action against any violation of the PoSH Act.

GENDER-WISE EMPLOYEE DEMOGRAPHIC DATA

As of March 31 2025, the Company employed 165 employees across all locations, the gender-wise employee strength of the Company is as follows.

• Female employees	13
• Male employees	152
• Transgender employees	0

COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company is committed to upholding the rights and welfare of its women employees and has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time. All eligible women employees are provided maternity leave and other benefits in accordance with the applicable provisions of the Maternity Benefit Act, 1961. The Company has also ensured a safe and supportive working environment, including provisions for cr?che facilities where applicable, in line with statutory requirements.

The Company continues to remain in full compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that there have been no instances of non-compliance or adverse findings in this regard during the financial year under review.

ACKNOWLEDGEMENT

Your Directors are thankful to all stakeholders including Customers, Bankers, Suppliers, Channel Partners and Contractors for their continued assistance, co-operation, and support. The Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company. The Directors are grateful for the confidence, faith and trust reposed by the shareholders in the Company.

	For and on behalf of the Board
	For Rama Vision Limited
	Satish Jain
Place : New Delhi	(Chairman & Managing Director)
Dated : 12.08.2025	DIN: 00052215