Response Informatics Ltd Directors Report

STATE OF THE COMPANYS AFFAIRS

During the year under review, your Company achieved a turnover of Rs.879.63 Lakhs (Standalone) and Rs. 2,630.97 Lakhs (Consolidated), as against Rs.963.37 Lakhs (Standalone), Rs.3,358.14 Lakhs (Consolidated) during the previous year 2024-25. The Net profit after tax stood at Rs.32.57 Lakhs (Standalone), Rs.183.74 Lakhs (Consolidated) for the financial year 2025-26 as against Rs.19.12 Lakhs (Standalone) and Rs.180.95 Lakhs (Consolidated) for the previous year 2024-25.

DIVIDEND

No dividend was recommended by the Board of Directors for the FY 2025-26.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board of Directors of the Company had formulated a Dividend Distribution Policy (‘the Policy). The Policy is available on the Companys website https://www.responseinformaticsltd.com/investor/

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31 March 2026 stood at Rs.844.75 lakhs, comprising 84,47,502 Equity Shares of face value of Rs.10/- each.

The 2,58,000 Convertible Warrants ("Warrants") were allotted to the Promoter on a preferential basis on 31 May 2024, at an issue price of Rs.78/- per Warrant, including a premium of Rs.68/- per Warrant. Subsequently, the Warrant holder exercised the right to convert the Warrants into an equivalent number of Equity Shares and paid the balance consideration of Rs.1,50,93,000/-, being 75% of the issue price. Accordingly, the Board of Directors, through a Circular Resolution passed on 28 November 2025, approved the allotment of 2,58,000 Equity Shares upon conversion of the said Warrants.

Consequently, the paid-up Equity Share Capital of the Company increased by Rs.25.80 lakhs on account of the said allotment.

Further, the Company has neither issued any Equity Shares with differential voting rights nor any Sweat Equity Shares during the year under review.

The Company received trading approval from BSE Limited on January 29, 2026, and the newly allotted equity shares were admitted for trading with effect from January 30, 2026.

CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the financial year under review.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act and Rule 8(1) of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the companys subsidiaries under the first proviso to sub-section (3) of section 129 is provided in Form AOC-1 as Annexure -III to this Report.

Consolidated financial statements have been prepared by the Company in accordance with the requirements of IND AS 110 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Act.

Further, the Companys policy on determining the material subsidiaries, as approved by the Board is uploaded on the Companys website at: https://www.responseinformaticsltd.com/wp-content/uploads/2025/09/Material-Subsidiary-Policy.pdf

Other than the above, the Company does not have any other Subsidiary / Associate/ Joint Venture Companies as on the beginning of the financial year or close of financial year under report and even as on date. Further, no Company has ceased to become its Subsidiary / Associate/ Joint Venture of the Company during the financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as no dividend has been declared by the Company.

TRANSFER TO RESERVES

During the financial year 2025-26, the Company achieved a profit of Rs. 32.07 lakhs. The profit earned during the year has been retained in the business, and no amount has been transferred to reserves during the financial year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

During the period under review, your Company has no material changes and commitments affecting the financial position of the Company.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed a risk management framework to identify, business risk and challenges across the Company. The risk framework helps us meet the business objectives by aligning operating controls with the mission and vision of the Company. After extensive deliberation on the nature of risk and after adequate risk mitigations steps, the business activities are being carried out under the direct supervision of the Board of Directors of the Company to ensure that no foreseeable risk involved in such an activity which may threaten the existence of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Pursuant to the provisions of Section 135(1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not applicable to the Company during the financial year 2025-26.

BOARD OF DIRECTORS:

The Board of Directors of the Company is responsible for overseeing the Corporate Governance framework. The Board adopts strategic plans and policies, monitoring the operational performance, establishing policies and processes that ensure integrity of the Companys internal controls and risk management. The Board establishes clear roles and responsibilities in discharging its fiduciary and leadership functions and also ensures that the management actively cultivates a culture of ethical conduct and sets the values to which the organization will adhere.

DIRECTORS SELECTION, COMPOSITION, APPOINTMENT AND TENURE:

The Directors of your Company are appointed/ re- appointed by the Board on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors/Shareholders. In accordance with the Articles of Association of your Company and provisions of the Act, all the Directors, except the Managing Director and Independent Directors, of your Company, are liable to retire by rotation at the Annual General Meeting ("AGM") each year and, if eligible, offer their candidature for re-appointment.

The Executive Directors on the Board have been appointed as per the provisions of the Act and serve in accordance with the terms of employment with your Company. As regards the appointment and tenure of Independent Directors, following is the policy adopted by the Board.

- Your Company has adopted the provisions with respect to appointment and tenure of Independent Directors which are consistent with the Act and SEBI Listing Regulations.

- In keeping with progressive governance practices, it has resolved to appoint all new Independent Directors for two terms upto 5 (Five) years each.

None of the Independent Director(s) of your Company resigned during the financial year 2025-26.

In compliance with Regulation 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, none of the Directors is a member of more than 10 (ten) Committees or acts as an independent director in more than 7 (seven) listed companies. Further, none of the Directors on your Companys Board is a member of more than 10 (ten) committees and chairperson of more than 5 (five) committees (committees being, audit committee and stakeholders relationship committee) across all the companies in which he/she is a director. All the Directors have made necessary disclosures regarding committee positions held by them in other companies.

The Board comprises an optimum combination of Executive, Non-Executive & Independent Director and Women Director as per the provisions of the Companies Act, 2013 (hereinafter referred as ‘Act) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘Listing Regulations). As on March 31, 2026, The Board of Directors consists of four (4) directors, two (2) of whom are Independent (Non-Executive) Directors, and from the remaining two (2), one 01 Women Director (Non-Executive) and the other one (1) is an Executive Director.

The Composition of the Board as of March 31, 2026 is given below:

DIRECTOR RETIRING BY ROTATION SEEKING REAPPOINTMENT:

Mr. Subramaniyam Seetha Raman (DIN: 06364310), Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking reappointment, be re-appointed by the shareholders.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume of the director proposed to be re-appointed is attached along with the Notice of the ensuing AGM.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The board of directors of the company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations") and the board of directors of the Company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

MEETINGS OF THE BOARD

During the financial year 2025-26 The Board met Five (5) times on May 29, 2025, August 14, 2025, October 30, 2025, November 14, 2024, and February 13, 2026.

The Maximum Interval between any two meetings did not exceed 120 days.

The below table gives the composition, meeting dates and attendance of the Board of Directors

The below table gives the number of other Boards or Board Committees in which the director of the company is a member or Chairperson.

Note:

* Excluding Private Limited Companies, Foreign Companies and Section 8 Companies.

** Only membership of Audit and Shareholders Grievances Committees are considered.

All Directors are in compliance with the limit on Directorships as prescribed under Regulation 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors are related to each other. Independent Director Means Director as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. All the Independent Directors have given the declaration of their independence at the beginning of the financial year.

None of the Directors on the Board:

- is a member of more than 10 Board level committees and Chairman of 5 such committees across all the Public Companies in which he or she is a director;

- holds directorships in more than ten public Companies;

- Serves as Director or as Independent Director (ID) in more than seven listed entities; and who are the Executive Directors serves as ID in more than three listed entities. All the Directors of the Company are appointed/re-appointed by the Shareholders on the basis of recommendations of the Board and Nomination and Remuneration Committee.

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

There were no changes in the Directors or the KMPs during the financial year under review.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31, 2026:

Mr. Subramaniyam Seetha Raman - Managing Director

Mr. Ramakrishna Prasad Makkena - Chief Financial Officer

Ms. Ashwini Mangalampalle - Company Secretary and Compliance Officer

INDEPENDENT DIRECTORS:

During the financial year under review, Independent Directors of the Company have met once on February 13, 2026 for the following:

- Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

- Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;

- Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties;

- All the Independent Directors were present at the meeting

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. In the opinion of Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with schedules and rules thereto as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are independent of management.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER MATTERS:

a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee will recommend the remuneration in whatever form/fee to be paid to the Managing Director, Whole-time Director, other Directors, Key Managerial Personnel and Senior Management Personnel to the Board for their approval. The level and composition of remuneration/fee so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management. The relationship of remuneration/fee to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is enclosed as Annexure - I and the Remuneration Policy is posted on the website of your Company which may be accessed at https://www.responseinformaticsltd.com/investor/

i. DIRECTOR/ MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR

Besides the above Criteria, the Remuneration/ compensation/ commission/ fee/ incentives to be paid to Director/ Managing Director/ Whole-Time Director shall be governed as per provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

ii. NON-EXECUTIVE DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Non-Executive Directors (including Independent Directors) may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

b) Familiarization/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directors on the provisions of the Companies Act, rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws to your Company. All the directors were also apprised about the business of your Company. It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of the program is to familiarize Independent Directors on the Board with the business of your Company, industry in which your Company operates, business model, challenges etc. through various programs such as interaction with experts within your Company, meetings with our business leads and functional heads on a regular basis. The details of such familiarization programs for Independent Directors are posted on the website of your Company which may be accessed at https://www.responseinformaticsltd.com/investor/

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and all other committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors & Non-Executive Directors. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Directors expressed their satisfaction with the evaluation process.

COMMITTEES:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

a) AUDIT COMMITTEE:

The management is responsible for the Companys internal controls and the financial reporting process while the statutory auditors are responsible for performing independent audits of the Companys financial statements in accordance with generally accepted auditing practices and for issuing reports based on such audits. The Board of Directors has constituted and entrusted the Audit Committee with the responsibility to supervise these processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting. The constitution of the Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013 and Listing Regulations. The Audit Committee comprises of Independent Directors and Non-Executive Directors. All members of the Audit Committee are financially literate and bring in expertise in the fields of finance, economics, strategy and management.

i. Meetings, Composition, Name of Members and Chairperson including meetings and attendance

During the Financial Year 2025-26, the Audit Committee met 4 (Four) times on May 29, 2025, August 14, 2025, November 14, 2025, and February 13, 2026.

The Audit Committee of the Board is constituted with Three (3) Directors. All of the members of the Committee are financially literate and have adequate accounting knowledge. Accordingly, the Composition of the Audit Committee is in conformity with Regulation 18 of the Listing Regulations.

The Composition, Meetings and Attendance of Members of Audit Committee, is given below:

The Statutory Auditor, Internal Auditor, Chief Financial Officer and Manager (Finance) are invited to the meetings of the Audit Committee. The Company Secretary acts as the Secretary to the Audit Committee.

All the recommendations of the Audit Committee were accepted by the Board of Directors.

ii. Terms of Reference:

The terms of reference of the Audit Committee are formulated pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with Stock Exchange read with Section 177 of the Companies Act, 2013 and includes such other functions as may be assigned to it by the Board from time to time.

Terms of reference of the Audit Committee, inter alia, includes the following:

- Oversight of the Companys financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

- Recommend for appointment, remuneration and terms of appointment of auditors

- Approval of payment to statutory auditors for any other services rendered by the statutory auditors

- Review, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to

o matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013

o changes, if any, in accounting policies and practices and reasons for the same

o major accounting entries involving estimates based on the exercise of judgment by management

o significant adjustments made in the financial statements arising out of audit findings

o compliance with listing and other legal requirements relating to financial statements

o disclosure of any related party transactions

o modified opinion(s) in the draft audit report

- review, with the management, the quarterly financial statements before submission to the board for approval

- review, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions placement , and making appropriate recommendations to the board to take up steps in this matter

- review and monitor the auditors independence and performance, and effectiveness of audit process

- approval or any subsequent modification of transactions of the listed entity with related parties

- scrutiny of inter-corporate loans and investments

- valuation of undertakings or assets of the listed entity, wherever it is necessary

- evaluation of internal financial controls and risk management systems

- review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

- review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

- discussion with internal auditors of any significant findings and follow up there on

- review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board

- discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern

- to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors

- to review the functioning of the whistle blower mechanism

- approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate

- review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

- consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders

- management discussion and analysis of financial condition and results of operations

- management letters / letters of internal control weaknesses issued by the statutory auditors

- internal audit reports relating to internal control weaknesses

- the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee

- statement of deviations ? quarterly and annual

In addition, the Committee is also required to discharge such other roles / functions as may be decided from time to time.

b) NOMINATION AND REMUNERATION COMMITTEE:

The Board has constituted Nomination & Remuneration Committee consisting of two Independent Directors and one Non-Executive Director. The terms of reference of the Committee covers evaluation of compensation and benefits for Executive Director(s), Non-Executive Director(s), Senior Management Employees.

The Composition, Meetings and Attendance of Members of Nomination and Remuneration Committee, is given below:

The Nomination and Remuneration Committee of the Board is constituted with two Independent Directors and one Non-Executive Director.

During the financial year 2025-26, Nomination and Remuneration committee met Once i.e., on August 14, 2025.

Terms of reference of the Nomination and Remuneration Committee, inter alia, includes the following:

- Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

o For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

- use the services of an external agencies, if required;

- consider candidates from a wide range of backgrounds, having due regard to diversity; and

- consider the time commitments of the candidates.

- Formulate the criteria for evaluation of performance of independent directors and the Board of Directors;

- Devise a policy on diversity of board of directors;

- Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

- Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

- Recommend to the board, all remuneration, in whatever form, payable to senior management.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board has constituted Stakeholders Relationship Committee consisting of two Independent Directors and a Non-Executive Director. The Stakeholders Relationship Committee is empowered to perform the functions of the Board relating to handling of stakeholders queries and grievances.

The Composition, Meetings and Attendance of Members of Stakeholders Relationship Committee, is given below:

The Stakeholders Relationship Committee (SRC) of the Board is constituted with two Independent Directors and one executive Director. During the financial year 2025-26, SRC met Four times on May 29,2025,August 14,2025, November 14, 2026 and February 13, 2026,

Terms of reference of the Stakeholders Relationship Committee, inter alia, includes the following:

- Resolve the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

- Review of measures taken for effective exercise of voting rights by shareholders.

- Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

- Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

- Resolve grievances of debenture holders related to creation of charge, payment of interest / principal, maintenance of security cover and any other covenants.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are provided in Annexure VIII to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investment made by the company under section 186 of the Companies Act 2013, during the financial year 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure – I to this report.

STATUTORY AUDITORS

The Members of your Company in their 26th Annual General Meeting held on September 28, 2023 appointed M/s. M. Anandam & Co., Chartered Accountants, (Firm Registration No. 000125S), Hyderabad as the Statutory Auditors of the Company to hold office as such for a term of 5 (five) consecutive financial years from the conclusion of 26th Annual General Meeting till the conclusion of 31st Annual General Meeting i.e., from the FY 2023-24 till FY 2027-28.

AUDITORS QUALIFICATION AND REMARKS:

There are no qualifications and remarks from the Auditors of the Company. However, the Auditors brought to the notice of the members that there are certain arrears of undisputed statutory dues i.e, Employees Provident Fund (EPF) outstanding for more than 6 months from the date they became payable to which, the Board explained that the delay was because of insufficient cash flows and shortage of working capital.

SECRETARIAL AUDITORS

M/s. P S Rao & Associates, Peer-Reviewed Practicing Company Secretaries were appointed by the Board of Directors in its meeting held on May 30, 2024 to conduct the secretarial audit for the financial year 2024-25.

Pursuant to Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Secretarial Audit Report for the financial year ended March 31, 2026, in Form MR-3, is annexed to this Annual Report as Annexure IV.

Secretarial Auditors Qualification and Remarks:

COST AUDITORS

Your Company was not required to maintain any Cost Records during the financial year under review since the Companys business activity / turnover, during the immediately preceding financial year, did not fall within the purview / limits prescribed under Companies (Cost Records and Audit) Rules, 2014, as amended from time to time.

Therefore, the provisions of Section 148(3) of the Companies Act, 2013 are not applicable to the company and hence Cost Auditor need not be appointed.

INTERNAL AUDITORS

M/s. Channa & Associates, Chartered Accountants (Firm Registration No: 010881S), Hyderabad were appointed as Internal Auditors of the Company for the financial year 2025-26 in the meeting of the Board of Directors held on May 29, 2025.

The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly update the committee on their internal audit findings at the Committees meetings.

The Internal Auditors were satisfied with the management response on the observations and recommendations made by them during the course of their audit.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS:

There are no related party transactions as specified under section 188 of the Companies Act, 2013 and rules made thereunder during the financial year 2025-26. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large except the loan taken from director as disclosed in note 33 of financial statements of the Company.

The policy on related party transactions and dealings in related party transactions, as approved by the Board is available on the website which may be accessed at https://www.responseinformaticsltd.com/investor/

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website at https://www.responseinformaticsltd.com/wp-content/uploads/2026/09/MGT-7.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013 ("The Act"), the Board of Directors, to the best of their knowledge and ability, state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

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

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

DEPOSITS

The Company did not accept any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

LOANS FROM DIRECTORS:

During the Financial Year, the Company has not received unsecured loans from directors.

CORPORATE GOVERNANCE

Since the paid-up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is less than Rs. 25 Crores, the provisions of Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation 2 of Regulation 46 and para-C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

VIGIL MECHANISM

The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for directors and employees called "Whistle Blower Policy", pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is posted under the Investors section of the Companys website at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Whistle-Blower-Policy.pdf

REPORTING OF FRAUDS BY AUDITOR

During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit committee under Section 143(12) of the Companies Act 2013, any instances or fraud committed against the company by its officers or employees, the details of which need to be mentioned in the Boards report.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure- V.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the going concern status and Companys operations in future.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No applications were made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016 during the year under the review.

INSURANCE

The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils in the form of Commercial Crime Insurance, Commercial General Liability Insurance, Error and Omissions Insurance that are considered necessary by the management.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPT)that were entered into during the financial year are at arms length basis and are in the ordinary course of business

All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board of Directors has framed a policy on Related Party Transactions to ensure a process for approval and reporting of transactions between the Company and its related parties. The policy is posted under the Investors section of the Companys website at website at https://www.responseinformaticsltd.com/investor/

Particulars of contracts or arrangements with related parties that fall under Section 188(1) of the Companies Act, 2013 are disclosed in Form AOC-2, which is appended as Annexure II that forms part of this Report. Moreover, the related party transactions that are covered under IND AS are disclosed in the Notes to Accounts as part of financials.

LISTING & TRADING:

Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the FY 2025-26 has been duly paid.

COMPLIANCE CERTIFICATE – CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

The Compliance Certificate issued by the Managing Director and Chief Financial Officer pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, for the financial year ended 31st March, 2026, is attached to this Annual Report as Annexure – VI.

CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

The Compliance Certificate issued by the Managing Director and Chief Financial Officer for the financial year ended 31st March, 2026, is attached to this Annual Report as Annexure – VII.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired are used economically.

HUMAN RESOURCE & INDUSTRIAL RELATIONS:

Your Company continues to foster a culture of fair management practices, endeavouring to provide a congenial work environment. It consistently invests in its human assets to recruit, train and retain high-potential talent. A conscientious bottom-up approach to skills training strengthens overall competencies. As a result, your Companys workforce consists of an invaluable mix of freshers and experienced employees with extensive industry insight – a key cornerstone in the organizations success.

INSIDER TRADING REGULATIONS:

The Company has adopted a ‘Code of Conduct to Regulate, Monitor and Report Trading by Insiders ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is applicable to Promoters, Member of Promoters Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the SEBI (PIT) Amendment Regulations, 2018. This Code is displayed on the Companys website https://www.responseinformaticsltd.com/investor/

CODE OF CONDUCT.

The Board has laid down Codes of Conduct for all the Board Members and Senior Management of the Company. The Code for Board of Directors is posted on the Companys website at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Code-of-Conduct-for-Board-of-Directors-1.pdf and for the Senior Management at https://www.responseinformaticsltd.com/wp-content/uploads/2025/09/2025.02.14-Code-of-Conduct-for-Senior-Management.pdf

All the Board Members and Senior Management have affirmed compliance with these Codes. A declaration signed by the Chairman and Managing Director to this effect is enclosed at the end of this Report as Annexure VI. The Code of Conduct for the Board Members of the Company is in line with the provisions of the Companies Act, 2013, which includes Code for Independent Directors, which is a guide to professional conduct for Independent Directors of the Company pursuant to section 149(8) and Schedule IV of the Companies Act, 2013.

STATEMENT IN RESPECT OF THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The Company has constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details regarding cases pertaining to Sexual Harassment are as follows:

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/RTA.

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The company is fully compliant with the provisions of the Maternity Benefit Act, 1961, ensuring all eligible employees receive the mandated maternity benefits.

APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT:

Aarthi Consultants Private Limited is the Registrar & Share Transfer Agent of the Company.

Aarthi Consultants Private Limited

1-2-285, Domalguda, Hyderabad – 500 029

Telephone No.: +040-27638111, 040-27634445

Fax: 040-27632184

E-mail Id: info@aarthiconsultants.com

Members may contact the RTA for resolving any query related to shares or for effecting transfer of shares, etc.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT AND EXPLANATION/COMMENTS BY THE BOARD:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

RESPONSE INFORMATICS EMPLOYEE STOCK OPTION PLAN 2022 ("ESOP 2022")

The Shareholders of your Company in the 25th Annual General Meeting held on September 30, 2022 approved the Response Informatics Employee Stock Option Plan ("ESOP 2022"). The Shareholders authorized the Board of Directors to create, offer, grant, issue and allot the Employee Stock Options ("Stock Options") under ESOP 2022 from time to time, in one or more tranches, to the "eligible employees" of the Company. The Board shall grant not more than 7,45,000 options to such eligible employees which are convertible into equivalent number of Equity Shares of the Face Value of Rs.10/- each amounting to Rs. 74,50,000 (Seventy-Four Lakhs and Fifty Thousand only).

The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) {SEBI (SBEB)} Regulations, 2021.

However, the Company has not granted any Stock Options to any employees of the Company as the Company did not start implementing the ESOP 2022 Scheme as on the beginning of the financial year or close of financial year under report and even as on date.

Disclosures pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 read along with Part F of Schedule-I of SEBI (SBEB) Regulations, 2021 are placed on the Companys: Website at: https://www.responseinformaticsltd.com/wp-content/uploads/2026/09/ESOP-Disclouser-2025-26.pdf

Further, a certificate from the Secretarial Auditors of the Company certifying that the ESOPs Scheme is being implemented in accordance with Regulation 13 of SEBI (SBEB) Regulations, 2021 and in accordance to the resolution passed in the general meeting of the company forms part of this Annual Report. The same is placed on the Companys Website at https://www.responseinformaticsltd.com/wp-content/uploads/2026/09/12.Compliance-Cert_PCS_Reg-13_SBEB_ESOP_F.pdf

ACKNOWLEDGMENTS

Your Directors thank the Companys employees, customers, vendors, and investors for their continuous support. The Directors also thank the Government of India, Governments of various states in India, and concerned Government departments and agencies for their co-operation.