Richa Info Systems Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 14^th ANNUAL REPORT of the Company together with the Audited Financial Statements for the Financial Year 2023-24 ended 31^st March, 2024.

1. COMPANYS PERFORMANCE, STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

Our Company was incorporated as "Richa Info Systems Private Limited" at Gandhinagar on October 1, 2010, under the provisions of the Companies Act, 1956 vide certificate of incorporation issued by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Subsequent to the conversion of our Company into public limited company, the name of our Company was changed to "Richa Info Systems Limited" and fresh certificate of incorporation dated September 14, 2021 was issued by the Registrar of Companies, Ahmedabad.

We started our Business from the office Automation products and at present we are engaged in assembling of innovative products and systems Integrator of multifaceted solutions of leading quality products like Interactive Flat Panel, Interactive Board, Digital Podium, Digital Kiosk, CCTV Cameras to esteemed customers in sectors like Government, PSUs, Education, Defense. We provide wide choice of "Innovative Solutions", providing service to Government organizations across India through Government e Marketplace (GeM).

During the year under review, the Company has achieved a gross turnover of Rs. 3,93,392 thousand in comparison to previous years turnover which was Rs. 342,759 thousand. It represented the increase of 50,633 thousand over the previous year. Your Company has earned a net profit of Rs. 7,073 thousand against last years Rs. 8,162 thousand. It represented a decrease of Rs. 1,089 thousand over the previous year. Key aspects of Financial Performance of your Company for the current financial year 2023-24 along with the previous financial year 2022-23 are tabulated below in the Financial Results.

The future outlook of the Company and its professional management makes an enterprise of high quality and high efficiency as core competition. Our focus on quality has enabled us to sustain and grow our business model to benefit our customers. Our Company is managed by a team of experienced personnel having experience in different aspects of software industry. We believe that our qualified and experienced management has substantially contributed to the growth of our business operations. We believe our track record of timely delivery of quality products and demonstrated technical expertise has helped inforging strong relationships with ourcustomers.

2. FINANCIAL RESULTS:

Rs. in thousand)

Particulars	2023-24	2022-23
Total Revenue (including other income)	3,93,392	3,42,759
Profit before Interest and Depreciation	27,884	36,543
Less: Interest	11,117	16,619
Profit before Depreciation	16,767	1,9924
Less: Depreciation	7,266	7,813
Profit before Taxation	9,501	12,111
Exceptional Item	0.00	0.00
Profit After Exceptional Item	9,501	12,111
Less: Provision for Taxation - Current	3,394	1,485
Less: Provision for Taxation - Deferred	(966)	2,464
Profit for the year	7,073	8,162

3. DIVIDEND:

Since the Company needs to plough back the profits for the future development and expansion, hence the Board of Directors has not recommended any dividend for the financial year 2023-24.

The Board of Directors of the Company had approved the dividend distribution policy in line with Regulation 43A of the Listing Regulations. The Policy broadly specifies the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the

Company may or may not expect dividend and how the retained earnings shall be utilized, etc. The policy is uploaded on the website of the Company at https://www.richainfosvs.com/policies.php.

4. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited w.e.f. 21^st February, 2022.

5. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE0J1P01015.

6. CHANGE IN NATURE OF BUSINESS, IF ANY

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

7. TRANSFER TO RESERVES:

The Company does propose to transfer amount to General Reserves.

8. SHARE CAPITAL:

The Company has an Authorized Capital of Rs. 25,00,00,000/- divided into 2,50,00,000/- equity shares of Rs. 10/- each.

The Company has Issued, Subscribed and Paid-up Capital of Rs. 2,43,00,000/- divided into 24,30,000/- equity shares of Rs. 10/- each.

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

No material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting or might affect the financial position of the Company.

10. PUBLIC DEPOSITS:

During the financial year under review, the Company has neither accepted nor renewed any Public Deposit within the meaning of section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014.

11. SUBSIDIARY(IES) COMPANY:

The Company has One Subsidiary Company during the Current financial year which is situated at Dubai.

12. ASSOCIATE COMPANY:

The Company does not have any Associate Company within the meaning of section 2(6) of the Act during the financial year under review.

13. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2024, on its website at https://richainfosvs.com/annual-returns.

14. DIRECTORS & KMP:

a. The Board of Directors duly met 10 times during the financial year under review.

b. A brief profile of the Director who is being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

c. The Company has received the necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

d. Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

e. Directors Responsibility Statement:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That 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 31^st March, 2024 being end of the financial year 2023-24 and of the profit of the Company for the year;

iii. That the Directors had taken proper and sufficient care for 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;

iv. That the Directors had prepared the annual accounts on a going concern basis.

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

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

f. Disclosure Relating To Remuneration:

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2023-24 is as under:

Sr. No.	Name of Director, KMP & Designation	% increase/decrease in Remuneration in the Financial Year 2023-24	Ratio of remuneration of each Director/ to median remuneration of employees
1.	Tushar Dineshchandra Shah, Managing Director	(61.43%)	5.35:1
2.	Hemaben Tushar Shah, Whole time Director	(100%)	-
3.	Dineshchandra Fulchand Shah, Director	-	-
4.	Sejal Pandya, Independent Director	-	-
5.	Utsavkumar Acharya, Chief Financial Officer	18.30%	2.91:1
6.	Sruti Prakash Soni, Company Secretary	0.00%	2.08:1

3. The median remuneration of employees of the Company during the financial year 2023-24 was Rs. 202002.50/-.

4. Number of Permanent Employees on the rolls of Company as on 31st March, 2024:17

5. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

6. The information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of the Annual Report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

15. COMMITTEES

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Stakeholders Relationship Committee;

AUDIT COMMITTEE

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013 (or any subsequent modification(s) or amendment(s) thereof), in its Meeting held on September 22, 2021, constituted the Audit Committee. The constitution of the Audit Committee as on 31.03.2024 is as under:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Sejal Shaileshbhai Pandya	Chairperson	Non-Executive & Independent
Mr. Milap Arvindkumar Mehta	Member	Non-Executive & Independent
Mr. Tushar Dineshchandra Shah	Member	Chairman cum Managing Director

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013 (or any subsequent modification(s) or amendment(s) thereof), in its Meeting held on September 22, 2021, constituted the Nomination and Remuneration Committee. The constitution of the Nomination and Remuneration Committee as on 31.03.2024 is as under;

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Sejal Shaileshbhai Pandya	Chairperson	Non-Executive & Independent
Mr. Milap Arvindkumar Mehta	Member	Non-Executive & Independent
Mr. Tushar Dineshchandra Shah	Member	Chairman cum Managing Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors of our Company has, in pursuance to provisions of Section 178(5) of the Companies Act, 2013 (or any subsequent modification(s) or amendment(s) thereof) in its Meeting held on September 22, 2021, constituted Stakeholders Relationship Committee. The constitution of the Stakeholders Relationship Committee as on 31.03.2024 is as under;

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Sejal Shaileshbhai Pandya	Chairperson	Non-Executive & Independent
Mr. Milap Arvindkumar Mehta	Member	Non-Executive & Independent
Mr. Tushar Dineshchandra Shah	Member	Executive & Non-Independent

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 can be accessed at https://richainfosvs.eom/uploads/policies/NOMINATION-REMUNERATION-AND-EVALUATION- POLICY.pdf ?

17. GENERAL:

During the year;

i) The Company has not issued shares.

ii) The Company does not have any ESOP scheme for its employees / Directors;

iii) The Company has not bought back any of its securities;

iv) The Company has not issued any Sweat Equity Shares;

18. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

19. AUDITORS:

STATUTORY AUDITORS:

M/s. M B JAJODIA & ASSOCIATES (Firms Registration No. 139647W), Chartered Accountants, 901, Aaryan Workspaces 2, Near Navkar Public School, Gulbai Tekra Road, Ahmedabad-380006, has resigned from the Company. Due to preoccupation in other assignments, Auditor has resigned from the office from May 31, 2024.

Due to casual vacancy caused by the above resignation, the board was required to appoint another statutory auditor M/s. PATEL JAIN & ASSOCIATES, (having FRN: 129797W), Chartered Accountants, 702,7th Floor, Silicon Tower, Opp Axis Bank, Law Garden, Ellisbridge, Ahmedabad-380006 of the company who held the office from the conclusion of AGM until the conclusion of AGM to be held in the year 2028-2029.

The board has also received Consent and Eligibility Certificate from M/s. PATEL JAIN & ASSOCIATES, (having FRN: 129797W), Chartered Accountants, to act as Statutory Auditors of the Company for the term of consecutive five years along with confirmation that, their appointment, if made, would be within the limit prescribed under the Companies Act, 2013.

The statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable guidelines and regulations.

AUDITORS REPORT AND BOARDS COMMENTS THEREON

The Statutory Auditors of the Company have submitted the Audit Report for the financial year 2023-24. The Auditors report does not contain any qualification, reservation and adverse remarks. The notes on financial statement referred to in the Auditors report are self-explanatory and do not call for any comments.

COST AUDITOR:

The provisions of section 148 of the Companies Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company. Accordingly, the Company has not appointed the Cost Auditor.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS and Co. LLP, to conduct Secretarial Audit of the Company for the FY 2023-24.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024, is enclosed to this Report as Annexure -2. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor.

20. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013 except as qualified by the Auditor in its Report. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

21. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure is not applicable to the Company listed on the SME platform. Hence, the Company is not required to make disclosures in Corporate Governance Report.

22. RELATED PARTY TRANSACTION:

Details of Related Party Transactions and details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors Report.

During the year under review, the Company has entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8A of the Companies (Accounts) Rules, 2014. Hence, a disclosure as required in the Form AOC-2 is attached with this Report as Annexure -1.

23. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

During the year under review, the company has not made any Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

24. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year; there was no significant / material order passed by any regulator, court or tribunal on the Company impacting the going concern status and Companys operations in future.

25. RISK MANAGEMENT:

The Company has in place risk management system to identify, evaluate and minimize the Business risks. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the Organization.

26. VIGIL MACHANISM/WHISTLEBLOWER:

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

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

The Company has no information to furnish with respect to conservation of energy, technology absorption, as are needed to be furnished under section 134(3) (m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014.

Foreign Exchange Earnings and Outgo:

(Amt. in thousand)

Sr. No.	Particulars	2023-24	2022-23
1	Foreign Exchange Earnings	Nil	Nil
2	Foreign Exchange Outgo	3045.00	34533.00

28. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it is not applicable to Company. Hence, there is no information regarding the same.

29. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs. 8.5 lakhs per month or Rs. 1.02 crore per annum during the year under review.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section as Annexure -3 forming part of the Annual Report.

31. SAFETY, HEALTH AND ENVIRONMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analyzed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

(b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has constituted an Internal Complaints Committee, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a policy and framework for employees to report sexual harassment cases at workplace which can be accessed on the website of the Company at https://www.richainfosvs.com/policies.php.

The below table provides details of complaints received/disposed during the financial year 2023-24.

Number of complaints at the beginning of the financial year - Nil No. of complaints filed during the financial year - Nil No. of complaints disposed during the financial year - Nil No. of complaints pending at the end of the financial year - Nil

Further, the Constitution of the Internal Complaints Committee as on 31.03.2024 is as under:

Name of the Director	Designation in the Committee	Nature of Directorship
Mrs. Hemaben Tushar Shah	Chairperson	Executive & Non-Independent
*Ms. Teenu Dabas	Member	Employee
**Ms. Mansiba Jadeja	Member	Employee
Mrs. Manishaben Shah	Member	Social Worker
Mr. Hashmukhbhai Solanki	Member	Social Worker

*Ms. Teenu Dabas resigned from the company w.e.f. July 2023.

**Ms. Mansiba Jadeja has been appointed as a member in the Internal Complaints Committee w.e.f. July 2023

33. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

34. CAUTIONARY STATEMENT:

Certain Statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook.

35. ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer Satisfaction.

We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, cooperation and support helped us face all challenges and deliver results. We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and other stakeholders.

	For and on behalf of the Board of Directors For, RICHA INFO SYSTEMS LIMITED
Date: 05.09.2024 Place: Gandhinagar	SD/- SD/- Tushar Dineshchandra Shah Hemaben Tushar Shah Chairman & Managing Director Whole Time Director DIN: 03115836 DIN: 03115848