Rama Vision Ltd Directors Report

Dear Members,

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Your Directors take pleasure in presenting the Thirty Seventh (37 ) Annual Report on the business & operations of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2026.

FINANCIAL PERFORMANCE

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The financial performance of the Company for the financial year ended 31 March, 2026 is summarised in the following table:

( in Lakhs except EPS)

Particulars	For the year ended	For the year ended
	March 31, 2026	March 31, 2025
Revenue from Operations	15875.46	11387.08
Other Income	41.66	42.78
Total Income	15917.12	11429.86
Less : Expenses
Cost of Materials Consumed	215.90	220.18
Purchases of Stock-in-Trade	10649.84	7759.39
Changes in Inventory of Stock-in-Trade	(791.63)	(185.21)
Employees Benefits Expense	1777.42	1444.98
Finance Costs	201.91	218.67
Depreciation & Amortization Expense	181.22	168.99
Other Expenses	2814.52	1420.96
Total Expenses	15049.18	11047.96
Profit/ (Loss) before Exceptional Items & Tax Expense	867.94	381.90
Exceptional Items	74.44	0
Profit / (Loss) before Tax	793.50	381.90
Tax Expense :
(1) Current Tax	204.65	76.92
(2) Deferred Tax	(3.53)	19.14
(3) Earlier Year Tax	(0.08)	2.63
Profit / (Loss) after Tax (PAT)	592.46	283.21
Other Comprehensive Income (Net of taxes)	8.43	0.13
PAT with Other Comprehensive Income	600.89	283.34
Earnings per Share (EPS) (in )
Basic	5.68	2.72
Diluted	5.68	2.72

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the financial year 2025-26, your Company recorded a significant improvement in its financial performance as compared to the previous financial year. The Companys total income increased to 15,917.12 Lakhs from 11,429.86 Lakhs in FY 2024-25, while total expenses stood at 15,049.18 Lakhs as compared to 11,047.96 Lakhs in the previous year. Consequently, the Profit after Tax (PAT) increased substantially by 309.25 Lakhs, rising from 283.21 Lakhs in FY 2024-25 to 592.46 Lakhs during FY 2025-26, reflecting improved operational efficiency and enhanced business performance.

Your Company has established itself as a trusted importer, marketer, and distributor of premium mother & baby care, skincare, food, and other consumer products, catering to the evolving needs and preferences of consumers across India. Over the years, Company has built a strong reputation by offering a diversified portfolio of trusted international and domestic brands, supported by an unwavering commitment to quality, innovation, and customer satisfaction. The Companys robust pan-India distribution network enables to serve customers through an extensive ecosystem comprising distributors, dealers, general trade, modern retail, e-commerce marketplaces, and quick-commerce platforms. This diversified distribution model along with manufacturing of confectionery products have strengthened the Companys market reach, enhanced supply chain efficiencies, and ensure seamless product availability across the country.

During the year under review, the Company undertook several strategic initiatives aimed at strengthening its business operations, expanding its product portfolio, and enhancing its distribution capabilities. The Company entered into a Super Stockist - Distribution Agreement with Kai Manufacturing India Private Limited ("KAI") for the exclusive distribution of KAIs products, including knives, shavers, beauty care tools, personal grooming products and other allied products through General Trade channels across the Northern & Eastern regions of India and through Quick Commerce platforms on a pan-India basis.

Your Company also expanded its proprietary brand portfolio with the launch of "Asian Grace", introducing premium rice-based products sourced through manufacturing arrangements from Vietnam. Further, the Company strengthened its FMCG portfolio by entering into contract manufacturing arrangements for confectionery products under its "Maddox" brand, introducing a wider range of flavoured candies in place of ?clairs and lollipops. Additionally, the Company commenced outsourcing the manufacturing of wafer sticks marketed under various reputed brands. These initiatives are aligned with the Companys objective of enhancing its product offerings, enhance manufacturing capacity utilisation, and contribute to sustainable long-term growth.

Subsequent to the close of the financial year, one of the Companys principal suppliers, Nongshim Co. Ltd., launched its premium Korean noodle variant "Shin Ramyun Kimchi Stir Fry" in the Indian market during FY 2026-27, offering consumers an authentic Korean culinary experience aligned with evolving consumer preferences. The Company has also further expanded its own-brand portfolio by introducing Canned Coconut Milk and Rice Crackers under the "Asian Grace" brand through contract manufacturing arrangements in Thailand, thereby broadening its range of premium food products and strengthening its presence in the imported and specialty foods segment.

Your Company continues to pursue sustainable growth through disciplined business expansion, prudent financial management, and operational excellence. With an expanding distribution network, and a strong market presence, the Company remains well positioned to capitalise on emerging growth opportunities and create long-term value for its customers, principals, shareholders, and all other stakeholders.

CAPITAL STRUCTURE

Your Companys paid-up equity share capital stood at 1042.63 Lakhs as on March 31, 2026. 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

The Board of Directors has not recommended any dividend on the equity shares for the financial year under review, considering the Companys financial priorities.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the general reserve for the financial year under review. The entire profit for FY 2025-26 has been retained in the retained earnings.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your Company did not have any subsidiary or joint venture or associate company within the meaning of the Companies Act, 2013.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2026, there were no outstanding or overdue public deposits.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended March 31, 2026.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There is no material change and/or commitment held between the end of the financial year and the date of report affecting the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS

During the year under review, no significant or material orders were passed by the Regulators or the Courts or the Tribunals which impact the going concern status and the Companys operations in future.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has an internal financial control system, commensurate with the size, scale and complexity of its operation. The Statutory Auditors 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 also mentioned in the head Management Discussion and Analysis Report which forms part of this Boards Report.

RISK MANAGEMENT

The Company has a framework for identifying, evaluating, monitoring, and mitigating various business risks that may impact its operations and long-term objectives. The responsibility for risk management rests with the senior management team, which periodically identifies and assesses key strategic, operational, financial, regulatory, and business risks and recommends appropriate mitigation measures to the Management, wherever necessary.

A detailed discussion on the key risks, opportunities, and concerns facing the Company, is provided in the Management Discussion and Analysis Report, which forms an integral 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 2025-26, forms part of this Boards Report as follows :

Overview of Industry Structure and Development

Global Economy

The global economy demonstrated resilience in 2025, with GDP growth estimated at approximately 3.4%, supported by steady expansion across both advanced and emerging economies. While growth remained uneven across regions, easing inflation and gradual monetary policy normalisation helped sustain economic stability. Fiscal policies continued to balance consolidation with targeted investments to support long-term growth and competitiveness. However, geopolitical uncertainties, tariff-related trade realignments, and supply chain disruptions remained key risks, with the potential to impact global trade, energy markets, capital flows, and overall economic growth.

Indian Economy

India continued to be one of the worlds fastest-growing major economies in FY 2025-26, recording an estimated real GDP growth of around 7.4%. Growth was driven by robust domestic demand, strong public capital expenditure, resilient industrial and services sectors, and stable macroeconomic fundamentals despite an uncertain global environment. In the near present, rising geopolitical tensions, higher crude oil prices, supply chain disruptions, and Rupee depreciation posed fresh challenges to the Indian economy. Nevertheless, Indias resilient economic fundamentals, supported by prudent fiscal and monetary policies, helped sustain growth amid global trade uncertainties and market volatility.

FMCG Sector

The Indian FMCG sector witnessed steady growth in FY 2025-26, supported by moderating inflation, improving consumer sentiment, and favourable government policies. Rural demand strengthened on the back of a good monsoon and improved agricultural activity, while urban consumption remained stable despite some moderation in discretionary spending. The sector continued to benefit from rising disposable incomes, premiumisation, digital commerce, and expanding distribution networks, reinforcing its long-term growth potential.

Outlook

The Company delivered a resilient performance during FY 2025-26, supported by improving consumer demand, strengthened market execution and a continued focus on expanding its product portfolio. Strategic initiatives undertaken during the year, including new product introductions, enhanced distribution reach, brand-building efforts and improved operational efficiencies, have laid a strong foundation for sustainable growth. Looking ahead, the Company remains focused on accelerating profitable growth by strengthening its presence across key product categories, expanding its footprint in both traditional and modern trade channels, and increasing its penetration in emerging digital and e-commerce platforms.

The long-term growth outlook for the Indian FMCG industry continues to remain favourable, supported by rising disposable incomes, increasing urbanisation, improving rural consumption, growing consumer preference for branded products and rapid digital adoption. With its diversified product portfolio, established distribution network, trusted brands and customer-centric approach, the Company is well-positioned to capitalise on these opportunities and deliver sustainable, profitable and volume-led growth while creating long-term value for all stakeholders.

Opportunities and Strengths

Rising consumer demand for convenience, premium products and digital commerce continues to create significant growth opportunities across traditional retail, modern trade, e-commerce and quick commerce channels. The Companys continued focus on driving demand, strengthening its supply chain and enhancing operational efficiency enables it to respond swiftly to evolving consumer preferences and changing market dynamics while expanding customer reach.

The Companys strong distribution network and customer-centric approach support deeper market penetration across existing markets while providing a solid foundation for expansion into new geographies. Leveraging its established product portfolio across multiple channels, together with continued investments in brand building and market development, positions the Company for sustainable long-term growth and strengthens its competitive presence in the FMCG industry.

Risks, Threats and Concerns

The FMCG industry operates in a dynamic and competitive environment that is influenced by fluctuations in raw material prices, inflationary pressures, changing consumer preferences, evolving regulatory requirements, intense market competition and potential disruptions in global and domestic supply chains. Volatility in the prices of key inputs, transportation and logistics costs, and adverse weather conditions may impact product availability, operating costs and overall profitability.

As the Company imports a significant portion of its products from its overseas principal suppliers, it is also exposed to foreign currency exchange rate fluctuations. Variations in foreign exchange rates may affect procurement costs, product pricing, margins and cash flows.

To address these risks, the Company continues to focus on diversified sourcing, efficient inventory management, demand-driven planning and supply chain optimization. Continuous investment in strengthening its distribution network and expanding digital and omni channel sales capabilities enables the Company to enhance market reach and respond effectively to changing consumer preferences.

Companys Overview

Your Company is a diversified fast-moving consumer goods (FMCG) enterprise engaged in the import, distribution and marketing of a wide range of consumer products across the Mother & Baby Care, Personal Care, Skincare and Food segments. The Company enjoys exclusive distribution and marketing rights for several renowned international brands in India and has established a strong market presence through its commitment to quality, innovation and customer satisfaction.

In addition to its trading and distribution business, the Company operates a modern manufacturing facility for the production of wafer-stick products and undertakes contract manufacturing for various reputed brands. The Company has also strengthened its proprietary brand portfolio through the introduction of food products under its own brands, further enhancing its presence in the FMCG sector.

Supported by a robust pan-India distribution network comprising distributors, dealers, general trade, modern retail, e-commerce marketplaces and quick-commerce platforms, the Company continues to expand its market reach and improve customer accessibility. Leveraging its diversified business model, strategic partnerships with leading global principals, strong manufacturing capabilities and efficient supply chain infrastructure, the Company remains well-positioned to strengthen its competitive position, broaden its product portfolio and deliver sustainable long-term growth while creating enduring value for its customers, business partners, shareholders and other stakeholders.

Segment wise or Product wise performance

The Company operates through two business segments, namely Trading and Manufacturing.

I. Trading Segment

The Trading Segment continues to strengthen the Companys presence in the FMCG sector by offering a diverse portfolio of internationally recognized brands across the Mother & Baby Care, Personal Care and Food categories. With a focus on quality, innovation and changing consumer preferences, the Company caters to niche as well as high-growth market segments through its well-established distribution network.

(a) Mother & Baby Care (Family Care)

The Company markets globally recognized brands offering a comprehensive range of premium products for infants, mothers, personal care and grooming :

PIGEON : A leading Japanese brand offering a comprehensive range of baby and mother care products.

MUSTELA : A globally renowned French brand specializing in premium skincare products for babies, children and mothers.

TRISA : A leading Swiss brand offering high-quality oral and personal care products.

KAI : A renowned Japanese brand offering premium knives, shavers, beauty care accessories and personal grooming tools.

(b) Food & Other Products

The Company offers a diversified portfolio of international and domestic food brands catering to the evolving tastes and preferences of Indian consumers:

NONGSHIM : South Koreas leading brand of premium instant noodles and ready-to-eat food products.

REAL THAI : A well-known Thai brand offering authentic curry pastes, sauces and cooking ingredients. KABS JACKPOT : A Nepalese brand offering instant noodles and savoury snack products.

MADDOX : Companys confectionery brand comprising cream-filled and cream-sprayed wafer sticks, and flavoured candies.

MR. RICE :A Vietnamese brand offering a range of rice-based food products.

ASIAN GRACE: The Companys proprietary food brand offering premium rice-based products, including rice paper & rice crackers and canned coconut milk sourced through contract manufacturing arrangements;

The Trading Segment continued to benefit from a diversified portfolio of premium international and domestic brands, supported by a robust distribution network across traditional trade, modern retail and e-commerce channels. This enabled the Company to effectively address evolving consumer preferences, strengthen its market presence and drive sustainable business growth.

II. Manufacturing Segment

The Companys Manufacturing Segment is driven by its state-of-the-art wafer-stick manufacturing facility located at Kashipur, Uttarakhand, within the Himalayan Mega Food Park. The facility has an installed production capacity of 900 MT per annum and manufactures premium wafer-stick products under the Companys proprietary "MADDOX" brand, along with products for other reputed brands under contract manufacturing arrangements.

The manufacturing facility was established with financial assistance under the Scheme for Creation/Expansion of Food Processing & Preservation Capacities (CEFPPC) of the Pradhan Mantri Kisan Sampada Yojana (PMKSY), reflecting the Companys commitment to strengthening domestic manufacturing capabilities and contributing to the food processing sector.

During the year under review, the Company further expanded its manufacturing business by strengthening its confectionery portfolio through contract manufacturing arrangements for MADDOX branded confectionery products, including flavoured candies, and by increasing outsourced manufacturing of wafer-stick products for various reputed brands. These strategic initiatives have enhanced manufacturing capacity utilisation, diversified the Companys product offerings, improved operational efficiencies and reinforced its position in the confectionery segment.

Going forward, the Company remains focused on maximizing capacity utilisation, expanding its contract manufacturing business, introducing innovative value-added products and strengthening its manufacturing capabilities to support sustainable long-term growth and create value for all stakeholders.

Segment-wise performance

The segment-wise contribution to the Companys total turnover during the financial year 2025-26 is as under :

Sr. No. Segment wise performance	% of the total turnover (FY 25-26)
1 Trading Segment	95.80
a) Baby & Mother Care Products	20.53
b) Food & other Items	75.27
2 Manufacturing Segment	4.20
TOTAL	100.00

The Trading Segment continued to be the principal contributor to the Companys revenue during the year under review, accounting for 95.80% of the total turnover. The Food & Other Products category remained the largest contributor, reflecting strong consumer demand, an expanding product portfolio and growing acceptance of international and proprietary brands in the Indian market. The Mother & Baby Care Products segment also maintained a stable contribution, supported by the continued trust of consumers in the Companys portfolio of premium international brands. During the year, the Company continued to strengthen its manufacturing operations by expanding its contract manufacturing business, increasing the production of wafer-stick products for reputed brands and broadening its confectionery portfolio under the MADDOX brand. These initiatives are expected to improve capacity utilisation and contribute to the long-term growth of the manufacturing business.

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

The Company delivered a strong financial performance during the financial year ended March 31, 2026, supported by robust growth across its trading and manufacturing businesses, improved operational efficiencies and continued expansion of its product portfolio.

Revenue from operations increased to 15,875.46 Lakhs during FY 2025-26 from 11,387.08 Lakhs FY 2024-25, registering a growth of 39.42%. Total Income increased to 15,917.12 Lakhs as compared to 11,429.86 Lakhs in the previous financial year. The growth in revenue was driven by higher sales volumes, improved market penetration, expansion of the Companys product offerings, and sustained demand across its key business segments.

The Company reported Profit Before Tax (PBT) of 793.50 Lakhs during the year as against 381.90 Lakhs in the previous financial year, reflecting a substantial improvement in operating performance. Consequently, Profit After Tax (PAT) increased to 592.46 Lakhs from 283.21 Lakhs in FY 2024-25, registering an increase of 309.25 Lakhs, representing a robust growth of 109.19%.

The significant improvement in profitability was primarily attributable to strong revenue growth, a favourable product mix, enhanced operational efficiencies, effective cost optimisation measures and prudent financial management. During the year, the Company continued to focus on strengthening its supply chain, expanding its distribution network and improving manufacturing capacity utilisation, which collectively contributed to improved business performance.

The Companys financial performance reflects the resilience of its diversified business model, the strength of its portfolio of international and proprietary brands, its well-established pan-India distribution network and its disciplined approach towards growth and operational excellence. The Company remains committed to creating long-term value for its shareholders through sustainable growth, prudent capital allocation and continued investment in business expansion and operational capabilities.

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 25-26	Reason if change above 25%
Debtors Turnover	3.74	Change less than 25%
Inventory Turnover	1.27	Change less than 25%
Interest Coverage Ratio	4.93	Due to increase in net operative income
Current Ratio	1.70	Change less than 25%
Debt Equity Ratio	1.10	Change less than 25%
Operating Profit Margin (%)	5.00	Due to increase in net operative income
Net Profit Margin (%)	3.80	Due to increase 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 :

The Companys Net Worth increased from 3,043.62 Lakhs as at March 31, 2025 to 3,644.51 Lakhs as at March 31, 2026, representing an increase of 600.89 Lakhs. The increase in Net Worth was primarily attributable to the profit earned during the financial year and the resultant increase in total comprehensive income, which strengthened the Companys reserves and surplus. The improvement in profitability reflects the Companys strong operational performance, effective cost management and sustained growth in business operations during the year under review. Consequently, the Return on Net Worth improved as compared to the immediately preceding financial year, driven by the significant increase in profitability and the overall strengthening of the Companys financial position.

Development in Human Resource

The Company firmly believes that its people are its most valuable asset and remains committed to fostering a performance-driven, inclusive and collaborative work culture. Its human resource philosophy is centred on attracting, developing and retaining talent while encouraging continuous learning, innovation and professional growth.

The Company promotes a culture of meritocracy, teamwork, multiskilling and employee empowerment, enabling its workforce to adapt to evolving business needs and prepare for future leadership opportunities. It also provides a safe, healthy and transparent work environment, with a strong emphasis on employee well-being, workplace safety and adherence to ethical standards. The Company continues to strengthen employee engagement through fair practices, skill development initiatives and a culture built on integrity, accountability and mutual respect.

As of 31st March 2026, the Company had a workforce of 229 employees across its offices and manufacturing unit, all contributing towards the Companys continued growth and success.

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, 2026, the Board comprises of Six (6) Directors namely Mr. Satish Jain, Chairman & Managing Director; Mr. Arhant Jain, Whole Time Director; Mr. Udit Jain, Whole Time Director; Mr. Vimal Mehta, Non-Executive Independent Director, Mrs. Neelu Jain, Non- Executive Independent Director and Mrs. Deepali Gupta, Non-Executive Independent Director.

Directors retiring by rotation

Pursuant to Section 152 of the Companies Act, 2013 Mr. Satish Jain (DIN: 00052215), Chairman and Managing Director is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. A resolution seeking his re-appointment, forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on September 25, 2026. The profile along with other details of Mr. Satish Jain are provided in the annexure to the Notice of the AGM.

Appointment/ Re-appointment of Director(s) during FY 2025-26

Re-appointment of Director retired by rotation

Mr. Arhant Jain (DIN: 00885159), Whole Time Director of the Company, who retired by rotation in terms of Section 152(6) of

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the Companies Act, 2013 was re-appointed by the Members at the 36 Annual General Meeting (AGM) held on September 26, 2025.

During the FY 2025-26, there were no changes in Board of Directors of the Company.

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 2025-26 on 28th March, 2026 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. All the Independent Directors of the Company are registered with the Independent Directors Databank and fulfils the prescribed criteria for appointment as Independent Directors of the Company.

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.

MEETINGS OF THE BOARD

The Board met four times during FY 2025-26, 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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors, including the Chairman. The evaluation was conducted based on a structured framework covering various aspects, including the composition and effectiveness of the Board and its Committees, discharge of statutory functions and responsibilities, quality of deliberations and decision-making, strategic guidance, governance practices, participation and contribution of individual Directors, attendance at meetings, interaction with the management, stakeholders and other relevant parameters.

The Nomination and Remuneration Committee also reviewed and evaluated the performance of the Board, its Committees and the individual Directors in accordance with the criteria laid down in the Nomination and Remuneration Policy.

In a separate meeting held in accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors evaluated the performance of the Non-Independent Directors, the Chairman and the Board as a whole. They also assessed the quality, quantity and timeliness of the flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Board expressed its satisfaction with the evaluation process and concluded that the Board, its Committees and individual Directors continue to operate effectively and discharge their respective responsibilities efficiently.

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 available 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 viz., Nomination and Remuneration Policy specify 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 is in place 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, Nomination and Remuneration of Directors, Nomination and Remuneration of 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 31st March, 2026, 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, 2026 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 31st March, 2026 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

During the year under review, your Company has not granted any loans, provided any guarantees or securities, or made any investments covered under Sections 185 and 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year under review, including material modifications, if any, were on an arms length basis and in the ordinary course of business, and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant related party transactions that could have had a potential conflict with the interests of the Company. Accordingly, there were no contracts or arrangements requiring disclosure in Form AOC-2 in terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Companys Policy on Related Party Transactions is available on its website i.e. https://www.ramavisionltd.com/ under the head "Investors".

Prior omnibus approvals of the Audit Committee and Board were obtained for the related party transactions that are of repetitive and foreseeable in nature. A statement of related party transactions is placed before the Audit Committee and the Board on a quarterly basis for their review, specifying the nature, value, and terms and conditions of such transactions.

The details of related party transactions are disclosed in the notes to the Financial Statements forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were not applicable to the Company, as the Company did not meet the prescribed threshold criteria under the said section. Accordingly, the Company was not required to constitute a Corporate Social Responsibility (CSR) Committee, formulate a CSR Policy or undertake CSR activities during the year.

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 THEIR REPORTS

Statutory Auditors

M/s. Suresh Kumar Mittal & Co., Chartered Accountants (Firm Registration No. 500063N) were appointed as Statutory

rd

Auditors of the Company at the 33 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.

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 (FCS - 4123; CP - 6646) as a Secretarial Auditors of the Company at the 36th AGM held on September 26, 2025 for a period of 5 years from FY 2025-26 to FY 2029-30.

M/s Ashu Gupta & Co. has completed the Secretarial Audit of the Company for FY 2025-26. 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.

Cost Auditors

Your Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

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.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of employees required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended and annexed as Annexure C to the Boards Report. In accordance with the provisions of Section 136 of the Act, the Boards Report and the financial statements for the financial year ended 31st March 2026 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the information required under aforesaid Rule 5(2) is available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

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 available on the website of the Company at https://www.ramavisionltd.com/.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of corporate governance and adheres to the principles of transparency, accountability, integrity and ethical business practices. The Company has complied with the applicable requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance.

A separate Report on Corporate Governance, pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Boards Report and is annexed herewith as Annexure D to the Boards Report. The requisite certificate from the Statutory Auditors of the Company, M/s Suresh Kumar Mittal & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the Corporate Governance Report.

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.

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

Your Company has not made any application during FY 2025-26 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

Your 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

Your 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 (Prohibition, Prevention and Redressal) Act, 2013". The said policy is available on the website of the Company at https://www.ramavisionltd.com/.

During the financial year 2025-26, 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

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 2026, the Company employed 229 employees across all locations, the gender-wise employee strength of the Company is as follows.

- Female employees	16
- Male employees	213
- 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

The Board of Directors takes this opportunity to convey its profound gratitude to all stakeholders, including customers, bankers, suppliers, channel partners, and contractors, for their unwavering support and cooperation. The Directors also wish to formally acknowledge and appreciate the dedication and continued contributions of the employees. The Board remains deeply thankful to the shareholders for their enduring confidence, faith, and trust in the Company.