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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Ram Info Ltd.

Mar 31, 2025

Your directors wish to present the 31^st Board''s Report on the business and operations of your Company (the "Company" or "Raminfo"), along with the audited financial statements for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required in the report.

FINANCIAL HIGHLIGHTS:

The Company''s financial performance for the year ended March 31, 2025 is summarized below:

Particulars	Standalone		Consolidated
Particulars	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	2062.99	8208.51	2061.70	8208.51
Other Income	420.96	286.12	421.61	288.07
Total Income	2483.95	8494.64	2483.31	8496.58
Total Expenditure (excluding finance cost & Depreciation)	1822.87	7200.22	1809.34	7181.36
Earnings Before Interest, Depreciation and Taxes (EBIDTA)	661.08	1294.41	673.97	1315.22
Finance Cost	118.55	26.18	118.57	26.20
Depreciation & Amortization	360.16	236.00	365.84	246.89
Profit Before Tax	182.38	1032.23	189.55	1042.14
Tax Expense	11.32	402.41	11.32	404.26
Profit After Tax	171.06	629.82	177.95	637.80
Other Comprehensive Income (Net of Taxes)	-	(5.04)	-	(5.04)
Total Comprehensive Income	171.06	624.78	177.95	632.76
Earnings Per Share (EPS)	2.27	9.38	2.36	9.49

STATE OF AFFAIRS AND COMPANY''S PERFORMANCE:

During the financial year ended March 31, 2025, Raminfo Limited experienced a transitional phase, shaped by both macroeconomic conditions and strategic business recalibration. The Company reported a standalone revenue from operations of ?2,062.99 lakhs, significantly lower than the ?8,208.51 lakhs recorded in the previous year. On a consolidated basis, revenue from operations was ?2,061.70 lakhs, and Profit After Tax stood at ?171.06 lakhs (standalone) and ?177.95 lakhs (consolidated), compared to ?629.82 lakhs and ?637.80 lakhs, respectively, in FY 2023-24.

This decline in performance was primarily due to the successful completion of several large-scale projects, which were not immediately replaced by new work due to a slowdown in public sector tendering activity. State and Central elections held in Q4 of FY 2023-24 and Q1 of FY 2024-25 led to delays in administrative approvals, certifications, and fresh project inquiries from government clients. Consequently, certain revenues that were otherwise executable during the year were deferred.

Amid this environment, the Company undertook a strategic shift under the "Raminfo 2.0" initiative, focusing on high-value, margin-accretive projects, strengthening cash flow management, and enhancing financial sustainability. The acquisition of new office premises during the year also led to a one-time increase in depreciation expenses.

Despite these temporary headwinds, Raminfo remained operationally resilient, continuing to support critical digital infrastructure and citizen service platforms, which have been the foundation of its longstanding engagement with government stakeholders.

FUTURE OUTLOOK:

As we move into FY 2025-26, Raminfo is optimistic about a return to growth. With the conclusion of the election cycle, tendering activity from government departments has resumed, and the Company is witnessing a revival in project inquiries and RFP issuances. This improved environment is already reflected in the recent ?474 crore rooftop solar project awarded by Rajasthan Renewable Energy Corporation Limited (RRECL), secured as part of a consortium in FY 2025-26. Additionally, the Company has also received a ?14.14 crore project from the Directorate of Information Technology, Government of Tripura, for the development, deployment, implementation, and maintenance of the citizen-centric Services & Benefits Delivery Platform - ''UNNOTI'' under the Tripura Rural Economic Growth & Service Delivery Project (TRESP). These projects mark both the beginning of Raminfo''s foray into smart and sustainable energy solutions as well as a strengthening of its leadership in e-Governance and citizen service delivery.

The Company will continue to build on its legacy in e-Governance, while strategically diversifying into emerging areas such as AI-enabled governance, smart energy platforms, citizen-centric mobile applications, and digital infrastructure services. These initiatives are expected to drive long-term value and operational scalability.

With a renewed project pipeline, strategic clarity under "Raminfo 2.0," and a continued commitment to innovation and execution excellence, the Company is well-positioned to deliver improved performance in the coming fiscal years, creating enduring value for all stakeholders.

QUALITY STANDARD:

Raminfo Limited is committed to delivering high-quality solutions and services by adhering to well-defined processes and industry-recognized benchmarks. The Company has implemented robust quality assurance systems aligned with its business objectives and client expectations. Currently, the organization maintains ISO certification and is appraised at CMMi Level 3, validating its adherence to globally accepted software development and process maturity standards.

To sustain and enhance quality performance, the Company conducts regular technology and process training programs to ensure that employees remain equipped with the latest skills and best practices. These initiatives are designed to promote continuous improvement, customer satisfaction, and operational excellence across all service verticals.

DIVIDEND:

In view of the Company''s performance during the financial year ended March 31, 2025, and with a focus on conserving resources for future growth and strategic initiatives, the Board of Directors has not recommended any dividend for the year under review. The decision is aligned with the Company''s long -term value creation strategy and financial prudence.

TRANSFER OF RESERVES:

The amount to be carried forward to the Balance Sheet for the period under review is ?171.06 Lakhs. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company.

SHARE CAPITAL:

a) Authorized Share Capital:

The Authorized Share Capital of the Company is ^15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 Equity Shares of ?10/- each.

b) Paid-Up Share Capital:

The Paid-up Share Capital is ?7,54,24,650/- (Rupees Seven Crores Fifty-Four Lakh Twenty-Four Thousand Six Hundred and Fifty Only) divided into 75,42,465 Equity Shares of ?10/- each.

During the financial year 2023-24, the Company issued and allotted 34,29,007 convertible warrants at an issue price of ?140.50 per warrant. As of the financial year 2024-25, none of these warrants have been exercised.

SUBSIDIARIES AND JOINT VENTURES:

The details of the subsidiary and joint venture (JV) companies have been provided as part of the financial statements. During the year, there has been no material change in the nature of the business of the existing subsidiaries and JV. However, new subsidiaries have been added to the Company''s structure during the period under review. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/Associate Companies/ JV in Form AOC-1 is annexed to this Board''s Report as Annexure - I.

Raminfo Digitech Private Limited (Wholly Owned Subsidiary):

During the financial year 2024-25, the Income from operations is ?168.96 Lakhs as compared to the previous year of ? 255.73. Consequently, the Net Profit after tax is ?6.22 Lakhs as compared to the previous Net Profit of ?9.24 Lakhs.

WHP-Raminfo-Medango AP Health Care Z2 (AOP):

During the financial year 2024-25, the AOP has Nil operations.

Raminfo Greentronics Private Limited (Subsidiary Company)

Raminfo Greentronics Private Limited, incorporated on September 30, 2024, is a subsidiary of Raminfo Limited focused on the refurbishing, repairing, and trading of electronic devices, along with after-sales support, R&D, and consultancy services in electronics and IT hardware.

For the financial year 2024-25, the Company has recorded an operational loss of ?0.87 lakh, which is primarily attributable to preliminary expenses incurred during the setup phase. As the Company is still in its early stages of establishment, commercial operations have not yet commenced.

Raminfo Greentech Private Limited (Wholly Owned Subsidiary)

Raminfo Greentech Private Limited, a wholly owned subsidiary of Raminfo Limited, was incorporated on October 01, 2024 with the objective of venturing into the renewable energy sector with a strategic focus on battery storage solutions, sustainable energy practices, and carbon credit management.

For the financial year 2024-25, the Company reported an operational loss of ?0.87 lakh, primarily on account of preliminary expenses incurred in preparation for business commencement. As of the reporting date, the Company remains in its initial phase and is yet to commence commercial operations.

Raminfo Health Private Limited (Wholly Owned Subsidiary):

Raminfo Health Private Limited, a wholly owned subsidiary of Raminfo Limited, was incorporated on January 28, 2025 with the objective of expanding into the healthcare and health-tech sector, catering to both human and veterinary care through integrated service and technology-based solutions.

During the financial year 2024-25, the Company incurred an operational loss of ?0.39 lakh, primarily on account of preliminary expenses incurred in preparation for the commencement of operations. As of the reporting date, the Company is in its initial phase and is yet to begin commercial activities.

Modern MVUS Services Pvt Ltd (Associate):

During the financial year 2024-25, the Company was awarded a contract for the Operation & Management of 271 Mobile Veterinary Units in Rajasthan, and the Company is yet to start its operations.

Raminfo Green Energy Private Limited (Subsidiary Company):

Raminfo Green Energy Private Limited, a Special Purpose Vehicle (SPV), was incorporated on May 5, 2025, with Raminfo Limited holding a 51% stake. The SPV was established to drive the Company''s strategic initiatives in the renewable energy sector.

During the financial year 2025-26, Raminfo Limited secured a rooftop solar project valued at ?474 crore, awarded by the Rajasthan Renewable Energy Corporation Limited (RRECL). The execution of this prestigious project will be undertaken through Raminfo Green Energy Private Limited.

UNCLAIMED SHARES / DIVIDEND:

In terms of the provisions of Section 125 of the Companies Act, 2013 and rules made thereunder, the Company has not required to transfer any amounts of unclaimed Dividend (and its corresponding shares) or shares thereon to the Investor Education and Protection Fund.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 during the Financial Year 2024-25 and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of Directors: The Board of Directors of the Company is duly constituted in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

During the year under review, Mr. Bhavesh Rasiklal Parikh (DIN: 08705628) tendered his resignation effective April 30, 2024, and Mrs. Akhila Anamolu (DIN: 08140852) resigned effective June 14, 2024, both citing personal reasons. Additionally, Mr. Bhanu Kiran Reddy Bonthu (DIN: 08612747) vacated his office w.e.f. November 17, 2024 upon completion of his tenure.

To strengthen the Board''s independence and governance, the following Independent Directors were appointed, and their appointments were duly approved by the shareholders at the 30^th Annual General Meeting held on September 24, 2024:

Mrs. Sunitha Bora (DIN: 10685370) and Mrs. Sunita Choudhary (DIN: 03572313) were appointed as Independent Directors effective June 28, 2024.

Mrs. Chadalawada Renuka Rani (DIN: 08334469) was appointed as an Independent Director effective September 24, 2024.

As on the date of this report, none of the Directors are disqualified under the provisions of the Companies Act, 2013 or the SEBI Listing Regulations.

Board Meetings during the Year: During the Financial Year 2024-25 Six (6) meetings of the board were held, the details of which have been disclosed in the report on Corporate Governance, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

Board Diversity: Raminfo Limited strongly believes that a diverse and inclusive Board enhances decisionmaking, governance, and overall board effectiveness. The Board reflects a broad spectrum of skills, experience, regional and industry backgrounds, and professional expertise, along with diversity in gender, ethnicity, and thought.

Board appointments are made strictly on the basis of merit, with careful consideration of the competencies, independence, and knowledge required for the Board to operate effectively as a collective body.

As of the date of this report, 50% of the Board comprises Women Director, reinforcing the Company''s commitment to gender diversity and inclusion at the highest level of leadership. This balanced composition supports our strategic vision, strengthens governance, and aligns with our values of equity and representation.

Independent Directors: As a policy, the Company believes that independent directors comprise at least 50% of the board''s strength. Mrs. Sunitha Bora has been nominated as Lead Independent Director. She acts as a liaison between the nonexecutive directors and the management and performs such other duties as the Board/ Independent Directors may decide from time to time. None of the independent directors is related to the promoters and/ or promoter group.

Declaration by Independent Directors: The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year: It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience (including proficiency). The Company has imparted the necessary familiarization program to the newly inducted independent directors.

Registration of Independent Directors in Independent Directors Databank: All the Independent Directors of your Company have been registered and are members of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Certificate of Non-Disqualification of Directors:

The Certificate on Non-Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause 10 (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is issued by the Company Secretary in Practice is annexed to this Report as Annexure - VI.

Changes in the composition of the Board of Directors: Your Company made certain changes to the Board of composition of the Board of Directors during the year as follows:

Appointments:

i) Mrs. Sunitha Bora (DIN: 10685370) appointed as independent director w.e.f June 28, 2024. Her appointment was subsequently approved by the shareholders at the 30^th Annual General Meeting held on September 24, 2024, in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

ii) Mrs. Sunita Choudhary (DIN: 03572313) appointed as independent director w.e.f June 28, 2024. Her appointment was subsequently approved by the shareholders at the 30^th Annual General Meeting held on September 24, 2024, in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

iii) Mrs. Chadalawada Renuka Rani (DIN: 08334469) was appointed as an Independent Director on the Board of the Company with effect from September 24, 2024. Her appointment was duly approved by the shareholders at the 30^th Annual General Meeting held on the same date, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Resignations and Retirements:

i) Mr. Bhavesh Rasiklal Parikh (DIN: 08705628) resigned from the Board with effect from April 30, 2024.

ii) Mrs. Akhila Anamolu (DIN: 08140852) resigned from the Board with effect from June 14, 2024.

iii) Mr. Bhanu Kiran Reddy Bonthu (DIN: 08612747) vacated his office with effect from November 17, 2024.

Retirements and re-appointments at the Annual General Meeting (AGM):

i) AGM 2023: At the AGM held on August 10, 2023, Mr. L. Srinath Reddy, (DIN: 03255638) who retired by rotation and being eligible, offered himself for reappointment as a director liable to retire by rotation was appointed as director of the Company;

ii) AGM 2024: Mr. Anil Kumar Ambati (DIN: 06535455), Director, who retires by rotation and is being eligible, offers himself for reappointment as a director liable to retire by rotation is proposed appointed as director of the Company.

iii) AGM 2025: Mr. Tejeswar Reddy Mahanandigari (DIN: 09307817), Director, who is liable to retire by rotation at the ensuing Annual General Meeting has expressed his inability to continue and has not offered himself for reappointment. Therefore, he will cease to be a director of the Company with effect from the ensuing Annual General Meeting. The vacancy arising due to his retirement shall be filled at this meeting.

KEY MANAGERIAL PERSONNEL:

Following are the KMP of the Company in accordance with the provisions of Section 2(51), and 203 of the

Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 as at March 31, 2025:

S. No.	Name of the KMP	Designation
01	Mr. L. Srinath Reddy	Managing Director
02	Mr. V. Maheswara Rao	Chief Financial Officer
03	Mr. K. Kiran Kumar Reddy	Company Secretary & Compliance Officer

Changes in Composition of KMP:

There are no Changes in the Composition of KMP during the Financial Year 2024-25.

The Company recognizes that regular and structured evaluation of the Board, its Committees, and individual Directors is essential to enhancing corporate governance and accountability. The evaluation process serves as a tool to assess collective performance and foster continuous improvement in effectiveness, communication, and strategic oversight.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, a formal evaluation was conducted during the financial year 2024-25. The process was led by the Board, the Nomination and Remuneration Committee, and the Independent Directors, focusing on the overall functioning, structure, and performance of the Board and its members.

The evaluation was conducted through a structured questionnaire covering key parameters such as Board composition, effectiveness, strategic contributions, governance practices, risk management, and quality of deliberations. Feedback received from Directors was analyzed to identify areas of strength and opportunities for improvement, thereby reinforcing the Company''s commitment to high standards of board performance and governance.

COMMITTEES OF THE BOARD:

As required under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as on March 31, 2025, the Board has the following committees:

â¢ Audit Committee;

â¢ Nomination & Remuneration Committee;

â¢ Stakeholders Relationship Committee.

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the various committees and their meeting details are provided in the report on Corporate Governance, which forms part of this report.

STATUTORY AUDITORS:

M/s. Akasam & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 005832S) was appointed as the Statutory Auditors of the Company in the 27^th Annual General Meeting, who shall hold office till the conclusion of the 32^nd Annual General Meeting to be held in the year 2026. The independence of the external auditors is effectively maintained by the Company.

The Auditors'' Report for the Financial Year 2025 does not contain any qualification, reservation or adverse remark and hence no explanation thereto is required by the Board.

Secretarial Auditor:

The Company also appoints an external Secretarial Auditor in accordance with the applicable regulations. The Secretarial Auditor undertakes Secretarial Audit for evaluation, forming an opinion and to report to the Shareholders as to whether, the Company has complied with the applicable laws comprising various statutes, rules, regulations, and guidelines.

The Board of Directors have appointed Mr. D.S. Rao, Practicing Company Secretary as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2025.

The Secretarial Audit report is annexed to this Board''s Report as Annexure - V. The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks.

The Board has appointed Mr. D.S. Rao, Practicing Company Secretary to conduct secretarial audit pursuant to the recommendations of the Audit committee for a period of 5 years i.e. from the conclusion of the 31st Annual General Meeting to be held in 2025, till the conclusion of the 36th Annual General Meeting to be held in 2030 subject to approval of the shareholders at the ensuing Annual General Meeting.

Internal Auditor:

Internal Audit is an integral part of the Company''s internal control system which aids the Audit Committee to discharge its functions and responsibilities adequately and effectively and also to ensure that the internal processes and procedures are adhered to. The Audit Committee reviews audit reports submitted by the internal auditors.

M/s. M. Anandam & Co., Chartered Accountants have been appointed as the internal auditors of the company in accordance with Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 for the financial year 2024-25.

Instances of fraud reported by the Auditors:

During the Financial Year 2024-25, the statutory auditors and the secretarial auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Central Government or the Audit Committee under section 143(12) of the Companies Act, 2013.

Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for the Financial Year 2024-25 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder had been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by Mr. D.S. Rao, practicing company secretary (CP No. 14487) was submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during Financial Year 2024-25.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any such valuation during Financial Year 2024-25.

SECRETARIAL STANDARDS:

The Company has complied with SS-1 and SS-2 issued by the Institute of Company Secretaries of India. LISTING OF EQUITY SHARES:

The shares of your Company are listed at BSE Limited. Your Company is duly complying with all the requirements of the concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with other applicable SEBI Regulations, as amended from time to time.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 202425.

During the financial year 2024-25, the Company successfully listed 8,28,825 equity shares on BSE Limited on June 14, 2024, which were earlier issued and allotted on March 29, 2024, pursuant to a preferential allotment in accordance with applicable regulatory provisions.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:

During the Financial Year 2024-25, the Company raised funds aggregating to ^23,68,93,784/- through the preferential issue of Equity Shares and Convertible Warrants on March 29, 2024.

As on March 31, 2025, the Company has utilized ^12,50,90,308/- out of the total proceeds, and the remaining balance will be deployed in accordance with the objects stated in the Shareholders'' EGM Notice.

RECONCILIATION OF SHARE CAPITAL AUDIT:

As required by the SEBI Listing Regulations, a quarterly audit of the Company''s share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretary''s Certificate in regard to the same is submitted to BSE Limited and is also placed before the Board of Directors.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE:

In compliance with the provisions of Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate on Corporate Governance issued by Company Secretary in Practice is annexed to this Report as Annexure - VII.

CORPORATE GOVERNANCE:

The Company remains deeply committed to upholding the highest standards of corporate governance, recognizing that sound governance practices are fundamental to building trust and long-term value for all stakeholders. We are guided by the core principles of transparency, accountability, integrity, and ethical conduct, which are embedded in our decision-making and day-to-day operations.

These principles not only shape our governance framework but also ensure that we conduct our business responsibly, comply with all applicable laws and regulations, and maintain the confidence of our shareholders, customers, employees, and partners.

A report on Corporate Governance pursuant to the provisions of the Corporate Governance Code stipulated under the SEBI Listing Regulations is annexed to this Board''s Report as Annexure - VIII.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis is annexed to this Board''s Report as Annexure - XI and provides details of the overall Industry structure and developments, Opportunities and Threats, Segment-wise or product-wise performance, Outlook, Risks and concerns, Internal control systems and their adequacy, financial performance with respect to operational performance and state of affairs of the Company''s various businesses along with Material developments in Human Resources / Industrial Relations front, including number of people employed and details of significant changes in key financial ratios.

VIGIL MECHANISM:

The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of the SEBI Listing Regulations for employees and others to report concerns about unethical behavior. It also provides adequate safeguards against the victimization of employees who avail of this mechanism. No person has been denied access to the Chairman of the audit committee. The said policy has been made available on the website of the Company at www.raminfo.com.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

There are no pending complaints either at the beginning or at end of the financial year. The following is the summary of the complaints received and disposed of during the Financial Year 2024-25:

a. Number of complaints of sexual harassment received in the year: NIL

b. Number of complaints disposed off during the year: NA

c. Number of cases pending for more than ninety days: NA

d. number of complaints pending as on end of the financial year: NIL

RISK MANAGEMENT:

Risk Management is an enterprise-wide function that aims at assessing threats to business sustainability and mitigating those threats. The Board of Directors and senior management team with industry experience develop frameworks and methodologies for assessing and mitigating risks and have put in place effective and robust systems for the purposes of identification and mitigation of risks involved in the business of the Company.

The Audit Committee oversees the Company''s processes and policies for determining risk tolerance and reviews management''s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Audit Committee has additional oversight in the area of financial risks and controls.

For details, please refer to the Management Discussion and Analysis report which forms part of the Board Report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has established a robust framework of Internal Financial Controls (IFC) as an integral part of its overall risk management process, specifically addressing financial and financial reporting risks. These controls are designed to ensure the orderly and efficient conduct of business, adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, and the accuracy and completeness of accounting records.

The internal controls also facilitate the timely and reliable preparation of financial statements in compliance with applicable accounting standards and regulatory requirements. The IFC framework has been documented, digitized, and effectively embedded into core business processes, enabling continuous monitoring and control.

Based on internal reviews and external audit findings, the Board is of the opinion that the internal financial controls are adequate and operating effectively throughout the financial year.

CEO AND CFO CERTIFICATION:

The Managing Director and the CFO have given a Certificate to the Board as contemplated in Schedule -V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Board''s Report as Annexure - IX.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

UNSECURED LOANS FROM DIRECTORS:

The Company has not received any loan from the Directors of the Company during the year under review. RELATED PARTY TRANSACTIONS:

The Company has complied with the provisions of section 188(1) of the Act dealing with related party transactions. The information on transactions with related parties pursuant to section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is annexed to this Board''s Report as Annexure - II.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Companies Act, 2013 annexed to this Board''s Report as Annexure - III.

ANNUAL RETURN:

In accordance with Section 92(3) of the Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014, a copy of the Annual return of the Company has been placed on the Company''s website www.raminfo.com.

REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL/ EMPLOYEES:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Board''s Report as Annexure - IV.

ENVIRONMENT, HEALTH AND SAFETY:

The Company is firmly committed to the principles of Environment, Health, and Safety (EHS), recognizing them as essential to sustainable growth and responsible business operations. We prioritize the well-being of our employees, protection of the environment, and the maintenance of a safe and healthy workplace.

Through well-defined policies, regular training, and proactive safety practices, the Company continually strengthens its EHS culture. These efforts reflect our dedication to risk mitigation, regulatory compliance, and creating a positive and safe working environment that aligns with global sustainability standards.

HUMAN RESOURCES:

At Raminfo, our people are our most valuable asset. We are committed to fostering a supportive, inclusive, and growth-oriented work environment that promotes employee well-being and professional development. Through robust HR policies, we offer competitive compensation, comprehensive benefits, and ongoing learning and career advancement opportunities.

Our focus on employee engagement, diversity, and continuous improvement enables us to build a motivated and high-performing workforce. By empowering our teams, we ensure their success and drive the overall growth and success of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Raminfo Limited firmly believes in the power of Corporate Social Responsibility (CSR) to drive positive societal and environmental impact. CSR is an integral part of our corporate philosophy-rooted in ethics, sustainability, and inclusivity. We are committed to contributing to the well-being of communities, supporting socially relevant causes, and ensuring our operations reflect our values of responsibility and long-term stewardship.

The Company has a well-defined CSR Policy, formulated in accordance with Section 135 of the Companies Act, 2013 and the rules framed thereunder. The policy is available on the Company''s website at www.raminfo.com.

During the financial year under review, the Company was required to spend ?19,77,385/- towards CSR activities. However, Raminfo voluntarily exceeded this obligation by spending ?29,00,000/-, resulting in an excess of ?9,22,615/-, which shall be set off against future CSR obligations in accordance with applicable provisions.

A detailed report on CSR activities, in compliance with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Board''s Report as Annexure - X.

REMUNERATION POLICY:

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for the selection and appointment of Directors, Key Managerial Personnel, Senior Management, and their remuneration.

The salient features of the Policy are:

i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive/independent) of the Company;

ii. To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and

iii. Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors'' compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

During the year under review, there has been no change to the Policy.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: www.raminfo.com.

MATERNITY BENEFIT:

The Company hereby affirms that it has complied with the provisions of the Maternity Benefit Act, 1961, and has extended all applicable statutory benefits to eligible women employees during the financial year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of Annual Accounts, the applicable accounting standards had 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 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 and 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 the Companies Act, 2013 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.

ACKNOWLEDGEMENT AND APPRECIATION:

The Board of Directors extends its sincere gratitude to all stakeholders for their continued trust and support in Raminfo Limited. We are deeply thankful to our valued customers, shareholders, bankers, business partners, regulatory authorities, vendors, and dealers whose collaboration has been instrumental in shaping the Company''s progress and resilience.

We also place on record our heartfelt appreciation to every member of the Raminfo team for their unwavering dedication, commitment, and contribution throughout the year. Their efforts have been vital in driving operational excellence and sustaining the Company''s growth.

As we look ahead, we remain committed to building on this strong foundation-fostering lasting partnerships, creating stakeholder value, and moving forward with confidence and shared purpose toward a brighter and more prosperous future.

Mar 31, 2024

Your directors take pleasure in presenting the 30th Board''s Report on the business and operations of your Company (the âCompanyâ or âRaminfoâ), along with the audited financial statements for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiary has been referred to wherever required in the report.

Financial Highlights:

The Company''s financial performance for the year ended March 31,2024 is summarized below:

('' in lakhs)

	Standalone		Consolidated
Particulars	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	8208.51	8098.20	8208.51	8098.20
Other Income	286.12	276.10	288.07	276.62
Total Income	8494.61	8374.30	8496.58	8374.81
Total Expenditure (excluding Finance Cost & Depreciation)	7195.19	7198.99	7176.31	7210.25
Earnings Before Interest, Depreciation and Taxes (EBIDTA)	1294.41	1178.45	1315.23	1167.71
Finance Cost	26.18	31.87	26.2	31.89
Depreciation & Amortization	236.00	242.66	246.89	259.78
Profit Before Tax	1032.23	903.92	1042.14	875.62
Tax Expense	402.41	292.52	404.26	292.52
Profit After Tax	629.82	611.40	637.8	583.10
Other Comprehensive Income (Net of Taxes)	(5.04)	3.14	(5.04)	3.14
Total Comprehensive Income	624.78	614.54	632.76	586.24
Earnings per Share (Basic)	9.37	9.11	9.49	8.69

State of Affairs and Companyâs Performance:

Your Company with 30 years of pioneering digital transformation, Raminfo has been a trusted partner for governments seeking to enhance their e-Governance capabilities. We revolutionized citizen services with our e-Seva and Meeseva platforms, setting benchmarks in public service delivery. Our solutions, now integral to a quarter of India''s population, cover a vast range of functions from G2C and G2B services to transaction management, having facilitated $10 billion worth of transactions.

During the Financial Year 2023-24, the Income from Operations (Standalone) is ?8208.5i Lakhs as compared to the previous year of ?8098.20 Lakhs. Consequently, the Net Profit after tax is ?629.82 Lakhs as compared to the previous year of ?6I7.40 Lakhs.

Future Outlook:

Raminfo plans to expand its operations from the current 9 states to 15 states across India and establish a presence in 5 international destinations. This expansion is part of the company''s strategy to increase its market reach and deliver value to a broader customer base. Raminfo is on the cusp of launching two innovation hubs, one in India and another in the US.These hubs will nurture startups and grow a database of experienced executives and promising new graduates. The US innovation centre will also function as an incubator with a unique model to support entrepreneurial ventures.

Quality Standard:

The company has implemented suitable quality measures applicable to its business. The standard currently applied and validated is ISO CMMi level-3. Regular technology training is provided to upgrade and improve the skills of employees as necessary.

Dividend:

In order to augment capital as required for supporting the growth of the Company through retention of internal accruals, the Board of Directors has not recommended any dividend on Equity shares for the Financial Year 2023-24.

Transfer of Reserves:

The amount to be carried forward to the Balance Sheet for the period under review is ?557.64 Lakhs.

Change in the Nature of Business:

There has been no change in the nature of business of the Company.

Share Capital:

a) Authorized Share Capital:

The Authorized Share Capital of the Company is ? 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 Equity Shares of ?I0/- each.

b) Paid-Up Share Capital:

The Paid-up Share Capital is ?7,54,24,650/- (Rupees Seven Crores Fifty-Four Lakh Twenty-Four Thousand Six Hundred and Fifty Only) divided into 75,42,465 Equity Shares of ?I0/- each.

During the period under review, the Company has issued and allotted 8,28,825 Equity shares on a preferential basis of the face value of ?I0/- each and the Issue price of ? 140.50/- per share, further, the Company has allotted Convertible warrants of 34,29,007 at an issue price of ? 140.50/- per warrant.

The 8,28,825 Equity shares issued during the year were listed on BSE Limited on June 14, 2024.

Subsidiaries and Joint Ventures:

The details of the subsidiary and joint venture (JV) company have been provided as a part of the financial statements. During the year, there has been no material change in the nature of the business of the subsidiaries and JV. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/Associate Companies/JV in Form AOC-1 is annexed to this Board''s Report as Annexure - I.

Raminfo Digitech Private Limited (Wholly Owned Subsidiary):

During the financial year 2023-24, the Income from operations is ?255.73 Lakhs as compared to the previous year of ? Nil. Consequently, the Net Profit after tax is ?9.24 Lakhs as compared to the previous year loss of ?27.88 Lakhs.

WHP-Raminfo-Medango AP Health Care Z2 (AOP):

During the financial year 2023-24, the AOP has Nil operations.

Modern MVUS Services Pvt Ltd (Associate):

During the financial year 2023-24, the Company was awarded a contract for the Operation & Management of 271 Mobile Veterinary Units in Rajasthan, and the Company is yet to start its operations.

Unclaimed Shares / Dividend:

Public Deposits:

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 during the Financial Year 2023-24 and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

Material Changes and Commitments:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Directors and Key Managerial Personnel:

Board of Directors: The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under the SEBI Listing Regulations.

Board Meetings during the Year: During the Financial Year 2023-24 eight (8) meetings of the board were held, the details of which have been disclosed in the report on Corporate Governance, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

Board Diversity: Your Company has a truly diverse Board that includes and makes good use of diversity in the skills, regional and industry experience, background, race, gender, ethnicity and other distinctions among directors. This diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective

Independent Directors: As a policy, the Company believes that independent directors comprise at least 50% of the board''s strength. Mrs. Akhila Anamolu has been nominated as Lead Independent Director. She acts as a liaison between the nonexecutive directors and the management and performs such other duties as the Board/ Independent Directors may decide from time to time. None of the independent directors is related to the promoters and/ or promoter group.

Certificate of Non-Disqualification of Directors:

Changes in the composition of the Board of Directors:Your Company made certain changes to the Board of composition of the Board of Directors during the year as follows:

i) Appointments: Mrs. Akhila Anamolu (DIN: 08140852) was re-appointed as an Independent Director in the Annual General Meeting held on August 10, 2023 for a period of 5 years effective from May 28, 2023.

Retirements and re-appointments at the Annual General Meeting (AGM):

Changes after the end of the Financial Year 2024:

Resignations:

i) Mr. Bhavesh Raskilal Parik (DIN: 08705628) resigned from the Board w.e.f April 30, 2024.

ii) Mrs. Akhila Anamolu (DIN: 08140852) resigned from the Board w.e.f June 14, 2024.

Appointments:

i) Mrs. Sunitha Bora (DIN: 10685370) appointed as independent director w.e.f June 28, 2024, subject to the approval of shareholders in the ensuing AGM.

ii) Mrs. Sunita Choudhary (DIN: 03572313) appointed as independent director w.e.f June 28, 2024, subject to the approval of shareholders in the ensuing AGM.

Key Managerial Personnel:

Following are the KMP of the Company in accordance with the provisions of Section 2(51), and 203 of the Companies Act, 2013

read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as at March 31,2024:

S.No.	Name of the KMP	Designation
1.	Mr. L. Srinath Reddy	Managing Director
2.	Mr.V. Maheswara Rao	Chief Financial Officer
3.	K. Kiran Kumar Reddy	Company Secretary

Changes in Composition of KMP:

i) Resignation: Mr. Abdur Rahman has resigned from the position of Company Secretary w.e.f November 09, 2023.

ii) Appointment: Mr. K. Kiran Kumar Reddy, was appointed as Company Secretary of the Company w.e.f. January 17, 2024.

Evaluation and Assessment:

The Company believes that formal evaluation of the board, its committees, individual directors, etc. on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the Company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness. By focusing on the board as a team and on its overall performance, the Company ensures that communication and overall level of participation and engagement also improves.

In order to facilitate the same, the board undertook a formal assessment and evaluation process during 2023-24. The evaluation was performed by the Board, Nomination and Remuneration Committee, and Independent Directors with a specific focus on the performance and effective functioning of the Board and Individual Directors.

In compliance with the Companies Act, 2013 and SEBI Listing Regulations, feedback was sought by way of a structured questionnaire covering various aspects and the evaluation was carried out based on responses received from the Directors.The evaluation process elicits responses from the directors in a judicious manner - ranging from composition and induction of the board to effectiveness and governance. It also sought feedback on board and committee charters, strategy, risk management, and quality of discussion and deliberations at the board.

Committees of the Board:

As required under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as on March 31, 2024, the Board has the following committees:

â¢ Audit Committee;

â¢ Nomination & Remuneration Committee;

â¢ Stakeholders Relationship Committee.

Statutory Auditors:

M/s. Akasam & Associates, Chartered Accountants, Hyderabad (Registration No. 005832S) were appointed as the Statutory Auditors of the Company in the 27th Annual General Meeting, who shall hold office till the conclusion of the 32nd Annual General Meeting to be held in the year 2026.The independence of the external auditors is effectively maintained by the Company.

The Auditors'' Report for the Financial Year 2024 does not contain any qualification, reservation or adverse remark and hence no explanation thereto is required by the Board.

Secretarial Auditor:

The Board of Directors have appointed Mr. D.S. Rao, Practicing Company Secretary as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31,2024.

The Secretarial Audit report is annexed to this Board''s Report as Annexure - V. The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks.

Internal Auditor:

Instances of fraud reported by the Auditors:

During the Financial Year 2023-24, the statutory auditors and the secretarial auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Central Government or the Audit Committee under section 143(12) of the Companies Act, 2013.

Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for the Financial Year 2023-24 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder had been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by Mr. D.S. Rao, practicing company secretary (CP No. 14487) was submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Application under Insolvency and Bankruptcy Code, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during Financial Year 2023-24.

Details of the difference between the amount of the valuation done at the time of One Time Settlement and the valuation done while taking a loan from the banks or financial institutions along with the reasons thereof:

The Company has not made any such valuation during Financial Year 2023-24.

Secretarial Standards:

The Company has complied with SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

Listing of Equity Shares:

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2024-25.

During the financial year Company issued and allotted 8,28,825 under preferential issue, and the Equity Shares and listed on BSE Limited on June 14, 2024.

Details of utilization of funds raised through preferential allotment:

During the Financial Year 2023-24, the Company raised funds aggregating to ?23,68,93,784/- through the preferential issue of Equity Shares and Convertible warrants on March 29, 2024 and the Company has not utilized the said funds as of March 31, 2024.

The Company will utilize the funds for the purposes stipulated in the Shareholders'' EGM Notice.

Reconciliation of Share Capital Audit:

Compliance Certificate on Corporate Governance:

Corporate Governance:

Our company is deeply committed to upholding the highest standards of corporate governance and holds steadfast in its belief that sound governance principles form the bedrock of our operations. We firmly believe in the principles of transparency, accountability, and ethical conduct, which guide our actions and decisions.

A report on Corporate Governance pursuant to the provisions of the Corporate Governance Code stipulated under the SEBI Listing Regulations is annexed to this Board''s Report as Annexure - VIII.

Management Discussion and Analysis:

Vigil Mechanism:

Prevention of Sexual Harassment:

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the Financial Year 2023-24.

There are no pending complaints either at the beginning or at end of the financial year. The following is the summary of the complaints received and disposed of during the Financial Year 2023-24:

a. Number of complaints filed during the financial year: 0

b. Number of complaints disposed of during the financial year: NA

c. Number of complaints pending as on end of the financial year: NA

Risk Management:

For details, please refer to the Management Discussion and Analysis report which forms part of the Board Report.

Significant and Material Orders:

During the year the Company received an order from the Goods and Services Tax (GST) department, Andhra Pradesh raising demand for tax liability and interest on various GST issues with an amount totaling ?4,58,76,000/-. The Company believes that it has adequate legal grounds to reasonably substantiate its position in this matter and does not expect any material impact on the financial, operation, or other activities of the Company due to the said Order, and the Company has filed an appeal before the appellate authority, Additional Commissioner ST, Vijayawada, Andhra Pradesh and the appeal is partly allowed and partly dismissed on June 20, 2024. The Company is further evaluating other legal options against the said Order.

Other than mentioned above, the Company has no orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Adequacy of Internal Financial Controls:

Internal Financial Controls are part of the risk management process addressing financial and financial reporting risks. They ensure the orderly and efficient conduct of business, including adherence to Company policies, safeguarding of its assets, prevention, and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records.

They aid in the timely preparation of financial statements. The Internal Financial Controls have been documented, digitized and embedded in the business process.

CEO and CFO Certification:

The Managing Director and the CFO have given a Certificate to the Board as contemplated in Schedule - V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Board''s Report as Annexure - IX.

Particulars of Loans, Guarantees, or Investments:

Unsecured loans from Directors:

The Company has not received any loan from the Directors of the Company during the year under review.

Related Party Transactions:

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo:

Annual return:

Remuneration Ratio of the Directors/Key Managerial Personnel/ Employees:

Environment, Health and Safety:

The Company upholds a strong belief in the principles of Environment, Health, and Safety (EHS).We recognize that safeguarding the environment, ensuring the well-being of our employees, and promoting a safe workplace are integral to sustainable success. By prioritizing EHS, we demonstrate our commitment to responsible operations, risk mitigation, and fostering a culture of care. Through stringent policies, continuous training, and robust practices, we strive to create a positive impact on the environment, protect human health, and maintain the highest standards of safety across all aspects of our business.

Human Resources:

At Raminfo, we firmly believe that our greatest asset is our people, and we prioritize the well-being and development of our employees. We foster a culture of inclusivity, respect, and growth, providing comprehensive support through robust Human Resources practices. From competitive compensation and benefits to ongoing training and career advancement opportunities, we invest in our employees to ensure their success, job satisfaction, and professional fulfillment. By nurturing a supportive and engaging work environment, we empower our workforce to thrive and contribute to the overall success of the company.

Corporate Social Responsibility (CSR):

We recognize the critical importance of Corporate Social Responsibility (CSR) and the essential role businesses play in driving positive societal and environmental change. By embedding CSR into our core values and operations, we are committed to contributing to community well-being and maintaining the highest ethical standards.Through strategic initiatives and partnerships, we aim to empower social causes, support vulnerable populations, and promote inclusivity. For us, CSR is not merely an obligation but a commitment to creating a meaningful impact and leaving a lasting legacy for future generations.

The Company has in place a CSR Policy framed in accordance with the requirements of Section 135 of the Companies Act and Rules framed thereunder. The CSR Policy is available on the website of the Company at www.raminfo.com.

During the year, the Company is required to spend ? 14,67,216/- under CSR activities, however, the Company has spent ? 18,80,000/- on CSR activities, an excess amount ?4,12,784/- has been spent during the year which will be used set-off in the succeeding financial years.

A report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Board''s Report as Annexure - X.

Remuneration Policy:

The salient features of the Policy are:

i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive/independent) of the Company;

ii. To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and

During the year under review, there has been no change to the Policy.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: https://www.raminfo.com.

Directorsâ Responsibility Statement:

Pursuant to Section 134(5) of the Act, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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.

Acknowledgement and Appreciation:

Your Directors take this opportunity to express their profound gratitude to our esteemed customers, shareholders, bankers, business associates, regulatory authorities, dealers, vendors, and all stakeholders for their enduring trust and unwavering support in Raminfo Limited. Their collaboration has been pivotal in our journey, enabling us to navigate challenges and achieve remarkable growth. The Board also wishes to acknowledge the dedication and hard work of every member of the Raminfo family, whose contributions have been invaluable in enhancing the company''s performance and driving its success. We remain steadfast in our commitment to fostering strong relationships and delivering exceptional value as we move forward together towards a bright and prosperous future.

For and on behalf of the Board Raminfo Limited

L. Srinath Reddy V. Anil Kumar Ambati

Place : Hyderabad Managing Director Director

Date : August 30, 2024 DIN: 03255638 DIN: 06535455

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 24^th Annual Report of Raminfo Limited (the Company) together with the Audited accounts for the Financial Year ended 31^st March, 2018.

Financial Results:

The performance of your company for the year under review is summarized below:

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015, your Company is required to comply with the said provisions from the Financial Year 2017-18. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013. Accordingly, the Standalone and Consolidated Financial Statements for the year ended 31^st March, 2018 as well as 31^st March, 2017, forming part of this Annual Report, have been prepared in accordance with Ind AS.

( Rs. In Lakhs)

Particulars	Standalone		Consolidated
	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Revenue from Operations	2612.69	2036.59	2612.69	2039.59
Other Income	68.60	23.03	68.60	23.03
Profit before tax	104.80	91.10	99.79	91.30
Tax Expense
a) Current Tax	25.67	20.64	25.67	20.68
b) Mat Credit	(23.77)	(21.01)	(23.77)	(21.01)
c) Deferred Tax	(25.33)	(30.52)	(25.33)	(30.52)
Profit after Tax	128.22	121.99	123.22	122.15
Balance Carried to Balance Sheet	128.22	121.99	123.22	122.15
Earnings per Share	2.04	1.94	1.96	1.94

Operations:

During the Financial Year 2017-18, the Income from Operations (Standalone) were Rs. 2612.69 Lakhs as compared to the previous year Rs. 2036.59 Lakhs, registering increase in revenue by 30%. Consequently, the Net Profit after tax has increased from Rs. 121.99 Lakhs to Rs. 128.22 Lakhs. During the period under review, the operations of Company have witnessed an upward trend and the Board is optimistic for the future progression of the Company.

Domestic Market

Your Company provides end-to-end technology and technology related services on a broad range of Hardware and Software platforms. Your company''s top priority is to capture growth opportunities by broadening its range of offerings in the realm of Information Technology.

The Company mainly engaged in development and maintenance of e-governance projects in the states of Telangana, Andhra Pradesh and Uttar Pradesh. As the Governments thrust on e-governance projects for better citizenship services and mitigate problems in the public utility/ distribution systems, the Company foresees key opportunities as it has successfully, implemented and maintained various e-governance projects over the years.

Post the announcement of demonetization of specific currency denominations by the government, digital payment platforms witnessed a sharp spike in user transactions, app downloads and merchant enquiries, indicating a greater demand towards digital payments by consumers. The Company''s e-commerce platform â ''Kiyossk'' integrates B2C and G2C services into one platform. It is one stop multiple Citizen Services from various Delivery Channels like Integrated Citizen Service Centres, Internet, Banks, ATMs and Kiosks for Online Payment of Utility Bills like Electricity, Municipal, Telephone and host of other Services.

On the Healthcare front, Raminfo has developed an integrated Growth Monitoring system â ''Malnutrition Analysis and Reporting System'' (MARS), which identifies and assists in curbing malnutrition among children and maternal mortality especially from low income families enrolled in Anganwadi Centers. The solution does real time monitoring and reporting of nutritional status among children in Anganwadi Centers, Attendance tracking of Children, Pregnant and Lactating women who come to Anganwadi centres. The solution is highly scalable and can be integrated with other systems of the Government Departments for information exchange, collection of data and deliver services.

In summary, your company is well positioned in the markets as it serves with a broad range of service offerings to a diversified customer base.

Future outlook:

Technologies such as cloud computing, social media and data analytics are a paradigm shift in the sector and are offering new avenues of growth across verticals for IT companies. The SMAC (social, mobility, analytics, cloud) market is expected to grow to US$ 225 billion by 2020. Therefore, in order to grab upcoming opportunities and enormous scope in this field, Raminfo plans to enter this stream and is working to build capacity to take up projects.

Export Market:

The Company has been providing various consultancy services to its abroad customers and expects it would grow further in the current financial year as its customers are foraying into new markets.

One of the major area of concern is the slowdown in the global IT spending, particularly in the US - as global markets constitute bulk of revenues for Indian Companies - the US being the largest contributor, resulting in downward trend in exports of the Company, during the Financial Year 2017-18. However, the Board envisions to bag few projects in the current Financial Year.

Quality:

The company has implemented suitable quality measures applicable to its business. The standards currently applied and validated are ISO CMMi 3. Regular technology training is provided to upgrade and improve the skills of employees as necessary.

CARE Ratings: The Company has been assigned with the following ratings:

Long term Bank Facilities	CARE BB â Stable
Short term Bank Facilities	CARE A4

Change in the Nature of Business:

During period under review, there was no change in the nature of business of the Company.

Dividend:

The Board of Directors do not recommend dividend for the year as at 31^st March, 2018, in order to flow back the profits into business for expansion and augment the financial position of the Company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as the Company has not declared and paid dividend.

Fixed Deposits:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Material Changes and Commitments:

There are no material changes and commitments affecting the financial position of the Company from the financial year ended 31^st March, 2018 to the date of signing of the Director''s Report.

Share Capital:

The Authorised Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 Equity Shares of Rs. 10/- each. The Paid-up Share Capital is Rs. 6,28,06,000/- (Rupees Six Crores Twenty Eight Lakhs Six Thousand Only) divided into 62,80,600 Equity Shares of Rs. 10/- each.

During the year under review, there is no change in the Share Capital of the Company.

DIRECTORS AND KEY MANAGERIAL APPROVAL:

Your Board consist of Six Directors including Three Independent Non-Executive Directors. The declaration from all the Independent Directors are being obtained both at the time of appointment and at the First Board meeting of each Financial Year.

Mr. P.S. Raman, being a Director, is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. His Profile is appended to the Notice. Your Board recommends his re-appointment.

During the year under review, Mr. R. Jagadeeswara Rao and Ms. Harini Ambati resigned as Directors of the Company, w.e.f. 24^th August, 2017.

The Board in its meeting held on 14^th July, 2017, appointed Mr. Venkateswara Rao Poosarla as the Chief Financial Officer (CFO), in accordance with the provisions of Section 203 of the Companies Act, 2013 (hereinafter called as "The Act") and the Rules thereunder.

Further, Ms. Sunitha Bora resigned as the Company Secretary of the Company w.e.f. 18.10.2017. The Board appointed Ms. Shreya Mangal, an Associate members of the Institute of Company Secretaries of India, as Company Secretary and Compliance Officer of the Company as per Section 203 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015, in its meeting held on 14^th February, 2018.

The Board recommends the approval of members on the matters stated below:

The term of Mr. L. Srinath Reddy as the Managing Director of the Company is about to conclude. Considering his experience and expertise in the business of the Company, and on the recommendation of Nomination and Remuneration Committee, the Board recommends the re-appointment of Mr. L. Srinath Reddy as the Managing Director for a period of Three years with effect from 01.09.2018, in accordance with Section 196 of the Companies Act, 2013.

Furthermore, the Board appointed Mr. Venkata Anil Kumar Ambati as Whole-time Director of the Company w.e.f. 14.02.2018, considering his knowledge and experience and on the recommendation of Nomination and Remuneration Committee, subject to the confirmation of the members at the ensuing Annual General Meeting.

On the recommendation of the Nomination and Remuneration Committee, the Board, in its meeting held on 28.05.2018 has approved the appointment of Ms. Anamolu Akhila as an Independent Director of the Company for a period of Five years, effective from the ensuing Annual General Meeting, subject to the consent of the members. Ms. Anamolu Akhila, Non-Executive Director, has given a declaration to the Board that she meets the criteria of independence as provided under Section 149(6) of the Act.

Number of Board Meetings:

During the year under review, the Board of Directors met Six times and the dates of the Board Meetings are: 27.05.2017, 14.07.2017, 24.08.2017, 09.09.2017, 14.12.2017 and 14.02.2018. The details of the Meetings of Board are covered in the Corporate Governance Report.

Key Managerial Personnel:

In compliance with the requirements of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel of the Company as on 31^st March, 2018:

1. Mr. L. Srinath Reddy - Managing Director

2. Mr. Venkata Anil Kumar Ambati - Whole Time Director

3. Mr. P. Venkateswara Rao - Chief Financial Officer

4. Ms. Shreya Mangal - Company Secretary and Compliance Officer.

Declaration of Independent Directors:

In accordance with sub-section (7) of Section 149 of the Companies Act, 2013, the Independent Directors on your Board have given a Declaration that they meet the criteria of Independence as provided in sub section (6) of Section 149 of the Act. There has been no change in terms and conditions of appointment of Independent Directors, the Policy relating to their appointment can be accessed through weblink as http://www.raminfo.com/downloads/ Terms Conditions for Appointment Dependent Director.pdf

Board Evaluation:

The Board of Directors has carried out an Annual Evaluation of its own performance and has devised a Policy on Evaluation of performance of Board of Directors, Committees and Individual Directors, pursuant to the provisions of the Act, the Corporate Governance requirements and as prescribed by Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Extract of the Policy on Evaluation of Performance of the Board, its Committees and individual Directors, is available on the website of the Company, the web link for http://www.raminfo.com/downloads/policy on board evaluation.pdf

Evaluation by Independent Directors:

In a separate meeting of independent directors held on 14^th February, 2018, the performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive directors and non-executive directors. The same was discussed in the Board meeting that followed, at which the performance of the Board, its Committees and individual directors was also discussed.

The performance of the Board as a whole was evaluated by the Independent Directors, after seeking inputs from all the directors on the basis of the criteria such as the Board''s composition, structure, effectiveness of Board processes, information and functioning, etc.

The Independent Directors reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Evaluation by Board (Other than Independent Directors):

In accordance with Regulation 17(10) of SEBI Listing Regulations, the entire Board of Directors of the Company shall evaluate the performance of Independent Directors of the Company. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Criteria for Performance Evaluation:

a. Ability of the candidates to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Board''s discussions in relation to the Company''s strategy, performance, and risk management

d. Statutory Compliance and ensuring high standards of financial probity and Corporate Governance

e. Responsibility towards requirements under the Companies Act, 2013, Responsibilities of the Board and Accountability under the Director''s Responsibility Statement

Familiarization Programme for Independent Directors:

All Independent Directors inducted into the Board attended an orientation program. The Familiarization Policy of the Company is available on its website www.raminfo.com .

Remuneration Ratio of the Directors/ Key Managerial Personnel/ Employees:

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of Annual Accounts, the applicable accounting standards had 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 and 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.

Statutory Auditors:

M/s. Eswaraiah & Co, Chartered Accountants, Hyderabad (Registration No. 006157S) were appointed as the Statutory Auditors of the Company, in the 23rd Annual General Meeting, who shall hold office till the conclusion of 28^th Annual General Meeting, subject to ratification of their appointment by the members in every AGM.

Accordingly, a resolution seeking Members'' approval for ratification of appointment for M/s. Eswaraiah& Co, Chartered Accountants, as the Statutory Auditors of the Company is included in the Notice convening the Annual General Meeting for approval of the shareholders. The Directors recommend the ratification of their appointment.

The Board confirms that the Audit Report does not contain any qualifications or reservations made by the Auditors and hence no explanation thereto is required by the Board.

Secretarial Audit:

M/s. P.S.Rao & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company, for the Financial Year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules framed thereunder. The Secretarial Audit report for the FY 2017-18 is annexed herewith as Annexure - B to the Boards'' report.

The Secretarial Audit Report does not contain any qualifications/ reservation or adverse remarks and is self-explanatory.

Internal Audit:

The Company has appointed M/s SLR & Associates, Chartered Accountants as its Internal Auditor, in accordance with Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014. Their scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

Listing Agreement:

The shares of your Company are listed at BSE Ltd. Your Company has duly complied with all the requirements of concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with other applicable SEBI Regulations, as amended from time to time.

Corporate Governance:

Corporate governance is concerned about maximizing shareholder value legally, ethically and sustainably. The goal of corporate governance is to ensure fairness for every stakeholder. The Board of Directors of the Company opine that sound corporate governance is critical to enhance and retain investor trust.

The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. The said Code of Conduct is available on Company''s Website - www.raminfo.com

A report on Corporate Governance covering amongst other details of Meetings of the Board and Committees along with a Certificate for compliance with the Corporate Governance requirements of Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of Regulation 46(2) of SEBI (LODR) Regulations, 2015, as applicable, with regard to Corporate Governance, certified by Practicing Company Secretary, forms part of the Annual Report.

Management Discussion and Analysis:

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, report on "Management Discussion and Analysis" is annexed as Annexure - C forms a part of this Report.

Vigil Mechanism:

In accordance with Regulation 22 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and established vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy has been made available on the website of the Company at the following link i.e. www.raminfo.com.

Sexual Harassment Policy:

The Company has adopted 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 policy is posted on the website of the Company.

During the financial year ended 31^st March, 2018, the Company has not received any Complaints pertaining to Sexual Harassment. The policy is available on the Company''s website at the link i.e. http://www.raminfo.com/downloads/ Sexual Harrassment Policy.pdf

Risk Management:

The management has put in place effective and robust system for the purposes of identification and mitigation of risks involved in the business of the Company. The Committee oversees Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Audit Committee has additional oversight in the area of financial risks and controls.

For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.

Adequacy of Internal Financial Controls with reference to the Financial Statements:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Consolidated Financial Statements:

Pursuant to Section 136 of the Companies Act, 2013, the audited financial statements of the Company, including the consolidated financial statements, is placed on the Company''s website www.raminfo.com.

Performance and Financial Position of the Subsidiary:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, report on the performance and financial position of the subsidiary included in the consolidated financial statement, in prescribed Form AOC-1 is appended as Annexure - D to this Report.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions:

Related party transactions entered during the financial year under review are disclosed in the Financial Statements. These transactions entered were at an arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure - E.

Subsidiaries:

As on 31^st March, 2018, the Company has two subsidiaries i.e. M/s. RAMDYP Solutions Private Limited and M/s Raminfo Digitech Private Limited. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statement of the subsidiary in Form AOC-1 is appended as Annexure - D to this Annual Report.

Conservation of Energy, Technology Absorption, 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 - F to this Report.

Corporate Social Responsibility (CSR):

For the financial year 2017-18, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to Company.

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format in Form MGT-9 as per the provisions of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, is annexed as Annexure â G.

Particulars of Employees:

For the year under review, no employee of the Company was in receipt of Rs. 8.5 Lakhs per month or Rs.102 Lakhs per annum. Therefore, details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not required to be furnished.

General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

4. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

5. No frauds were reported by the auditors during the year under review.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continues support extended to your Company''s activities during the year under review. Your Directors also acknowledge gratefully the Shareholders for their support and confidence reposed on the Company.

For and on behalf of the board of

RAMINFO LIMITED

(Sd/-) (Sd/-)

Date : 29.08.2018 L.Srinath Reddy V. Anil Kumar Ambati

Place : Hyderabad Managing Director Whole-time Director

DIN:03255638 DIN:06535455

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report of Raminfo Limited (the Company) together with the Audited accounts for the financial year ended 31st March 2015.

FINANCIAL RESULTS

The performance of your company for the year under review is summarized below:

(Rs. In thousands)

Particulars 31.03.2015 31.3.2014

Gross revenue and other income 129554 101364

Profit before interest, depreciation & Taxes 15811 11827

Interest 379 1151

Depreciation & Amortization 4970 3356

Exceptional item (Income) (1145) -

Profit before tax 11607 7320

Tax Expense adj

a) Current Tax 566 1395

b) Mat Credit (566) (1395)

Profit after Tax 11607 7320

OPERATIONS:

The Company has earned total income from sales and services of Rs.1295 Lakhs for the financial year 2014-15 under review as against Rs.1013 Lakhs in the previous year 2013-14 registering a growth of 28%. The operating profit (earnings before interest, tax, depreciation and other income) stood at Rs.158 Lakhs as against Rs.118 Lakhs for the previous year registering a growth of 33.68%.

DOMESTIC MARKET

Major contribution to the top line comes from operations and maintenance of e-governance projects in the states of Telangana and Karnataka. As the Governments thrust on e-governance projects for better citizenship services and mitigate problems in the public utility/ distribution systems the Company foresees major opportunities in the coming year as the Company has successfully, implemented and maintained various e-governance projects and the Company mainly focuses on the e-governance projects. The Company's past record in the development of e-governance software-systems, implementation and maintenance of e-governance projects would certainly add as an advantage to garner some crucial projects from the Governments.

The next prominent contribution to the growth of your company is banking services product. Your company has developed a product which can be implemented in single/multiple branch co-operative banks. The product is user friendly and complies with all statutory requirements. The product has made a good headway and the coming year shall be highly promising for this product, as deadline set by RBI for computerization of Co- operative banks is fast approaching. Though there is competition your company is aiming to maximize implementations.

Future outlook: Your Company has identified smart cities development projects, e-commerce services, street line LED lights installation in various states, cloud computing, mobile applications and health care applications as major areas of growth and accordingly entered into joint ventures. As most of the e-governance projects are contemplating work on mobile based services, the potential to unlock is very huge GPS applications, which are useful in Dial 100, 104 services are likely to add revenues to your company in coming years. Your company is foraying into defense sector and we are taking relevant steps to prove our strength.

EXPORT MARKET

Your Company has registered a robust growth in export revenue. We have achieved this revenue on rendering of consultancy services.

Future outlook: We have identified mobile testing and legacy applications as major areas of growth and started working towards generating revenues in coming years. As part of expansion we are likely to operate from South-East Asia, Middle East and US to explore the opportunities.

QUALITY:

Your company has been following strict quality management standards and constantly upgrading the processes. During the financial year your company has been appraised for Capable Maturity Model - level 3 (CMM I 3).

DIVIDEND:

The Board of directors does not recommend any dividend for the year as at 31st March 2015.

STATUTORY AUDITORS:

M/s. Vara Prasad & Associates, Chartered Accountants, were appointed as the statutory auditors of your company with the shareholders' approval in the Annual general Meeting of the company held on 10th September, 2014 to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for Re- appointment. The company has obtained confirmation, under Section 139(1) of the Companies Act, 2013, confirming their eligibility and willingness to accept the office of the Statutory Auditors for the financial year 2015-16, if re-appointed. The audit committee and the Board of Directors of the company recommend the appointment of M/s. Vara Prasad & Associates as Statutory Auditors of the Company for the financial year 2015-16.

The members are requested to reappoint Auditors for the current year and authorize the Board of Directors to fix their remuneration.

SECRETARIAL AUDITOR:

M/s.PS.Rao & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there-under. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure-B to the Board's report. The Board has appointed M/s.P.S.Rao & Associates, Practicing Company Secretaries, as secretarial auditors for the financial year 2015-16.

DIRECTORS:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, have appointed Ms. A.Harini as an Additional Director of the Company who holds office till the ensuing Annual General Meeting. The said appointment is being proposed for the ratification of shareholders at the ensuing annual general meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. PS.Raman, Director of the Company retires by rotation and being eligible, has offered himself for re-appointment.

All Independent Directors have submitted the declarations as required U/s. 149(7) of the Act confirming that they meet the criteria of independence.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year 2014-15, the provisions relating to Corporate Social Responsibility are not applicable to Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, the details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.raminfo.com.

RISK MANAGEMENT:

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

ii. They have 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 of the Company for the financial year;

iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

BOARD EVALUATION:

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of each director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of the Chief Executive Officer and Managing Director on goals (quantitative and qualitative) set at the beginning of the year in April 2015. Ms. A.Harini, additional director, being appointed on 28th March, 2015, was excluded from the process of evaluation.

A separate meeting of the Independent Directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole performance of the non- independent directors and performance of the Board Chairman.

Some of the key criteria for performance evaluation are as follows -

Performance evaluation of Directors:

* Attendence at Board or Committeee meetings.

* Contribution at Board or Committee meetings.

* Guidance/Support to management outside Board or Committee meetings.

Performance evaluation of Board and Committees:

* Degree of fullfilment of key responsibilities.

* Board structure and composition.

* Establishment and delineation of responsibilities to Committees.

* Effectiveness of Board proceses, Information and functioning.

* Board culture and dynamics.

* Quality of relationship between Board and Management.

* Eficiency of Communication with external stakeholders.

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

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in Annexure-C to this Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-D to this report.

REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL/ EMPLOYEES:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure - E.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act and Clause 49 of the Listing Agreement. It has been entrusted with the task to recommend a policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. Nomination and Remuneration Policy of the Company is enclosed herewith as Annexure -F.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as Annexure-G to this report.

CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2014-15 and a Certificate from the Practicing Company Secretatries of the Company are furnished which form part of this Annual Report.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of Rs.5 lacs per month or Rs. 60 lacs per anum during the financial year hence, as such no details are furnished pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. As there are no subsidiary(ies), as such the Managing Director nor the Whole-time Director of the Company had not received any remuneration or commission.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year and date of report.

Your Directors further state that during the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS:

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

For and on behalf of the board

(Sd/-) (Sd/-) Date : 14.08.2015 L.Srinath Reddy P S Raman Place : Hyderabad Managing Director Non-Executive Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited accounts for the financial year ended 31st March 2014.

FINANCIAL RESULTS:

The performance of your company for the year under review is summarized below:

(Rs. In thousands)

Particulars 31.03.2014 31.3.2013

Gross revenue and other income 101364 29994

Profit before interest, depreciation & Taxes 11827 5099

Interest 1151 917

Depreciation & Amortization 3356 2978

Exceptional item (Provision for diminution of investment in subsidiary) - 853

Profit before tax 7320 351

Tax Expense adj

a) Current Tax 1395 -

b) Mat Credit (1395) -

Profit after Tax 7320 351

OPERATIONS:

Due to the initiatives of new management the Company has achieved gross revenues over Rs.10 Crores and also profit before tax Rs.73 Lacs. During the year under review the Company under the new management has implemented various initiatives to improve the operational activities and get new projects. Management is in the process of exploring various other avenues where the Company deploys its products/ services without much difficulty or capital out-lay. The efforts of the new management have started to pay and they are confident of sustaining this growth in years to come.

DOMESTIC MARKET :

The operations and maintenance of mee-seva (e-seva) in the twin cities of Hyderabad and Secunderabad has a major contribution to the growth. Apart from other contributions with mee-seva, majority of your Company revenue is from e-governance projects and the same shall help the company to pitch for similar projects with other governments with thrust on last mile delivery of all governmental activities, your Company has lot of opportunities to explore with the formation of new state from AP, we expect more opportunities as we have been providing them impeccable services. AP tourism ticket process is maintained by your company and we are likely to get the new state also.

The next prominent contribution to the growth of your company is banking services product. Your company has developed a product which can be implemented in single/multiple branch co-operative banks. The product is user friendly and complies with all statutory requirements. The product has made a good headway and the coming year shall be highly promising for this product, as deadline set by RBI for computerization of Co-operative banks is fast approaching. Through there is competition your company is aiming to maximize implementations.

Future outlook: Your Company has identified cloud computing, GPS, mobile applications and health care as major areas of growth and accordingly entered into joint ventures. As most of the e-governance projects are contemplating work on mobile based services, the potential to unlock is very huge GPS applications, which are useful in Dial 100, 104 services are likely to add revenues to your company in coming years. Your company is foraying into defense sector and we are taking relevant steps to prove our strength.

EXPORT MARKET:

Your Company has registered a robust growth in export revenue. We have achieved this revenue on rendering consultancy services.

Future outlook: We have identified mobile testing and legacy applications as major areas of growth and started working towards generating revenues in coming years. As part of expansion we are likely to operate from South-East Asia, Middle East and US to explore the opportunities.

QUALITY:

Your company has been following strict quality management standards and constantly upgrading the processes. During the financial year your company has been Appraised at Maturity level 3 of the Capability Maturity Model Integration for development fersion 1.3 popularly termed as CMMi Level 3.

DIVIDEND:

The Board of directors does not recommend any dividend for the year as at 31st March 2014.

CHANGES IN CAPITAL STRUCTURE:

As you are aware the Company under went with capital restructure scheme with the approval of High Court of Andhra Pradesh. As per the scheme the existing equity capital has been written-off to the extent of 90% and loans to the extent of Rs.2,65,65,000 were converted into equity shares of Rs.10/- each at par and also 25,00,000 equity shares of Rs.10/- each at par on preferential basis were allotted.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SEC. 217(2AA):

Pursuant to the requirement under Section 217(2AA) of the Companies (amendment) Act, 2000, with respect to Directors Responsibility statement, it is hereby confirmed that:

a In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed along with proper explanation relating to material departures;

b The directors have 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 as at March 31, 2014 and of the profit or loss of the company for that period; c The directors have 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; and

d The directors have prepared the annual accounts of the Company on a going concern basis.

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Sec. 217(1)(e) of the Act read with rule 2 of Companies (disclosure of particulars in the report of board of directors) Rules, 1988 are set out in Annexure-B to this Report

MANAGEMENT DISCUSSION & ANALYSIS:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is set out as Annexure-C and forms part of the Annual report.

REPORT ON CORPORATE GOVERNANCE:

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI. Your Directors re-affirm their commitment to these standards and a detailed report on Corporate Governance along with a certificate from statutory auditors on its compliance is given as an Annexure-D to this report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

CEO''S DECLARATION AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

Declaration as required under clause 49(I)(D)(ii) of the listing agreement with regard to compliance with the code of conduct of the company is set out as Annexure-E to this report.

PARTICULARS OF EMPLOYEES - PURSUANT TO SEC. 217(2A) OF THE COMPANIES ACT, 1956:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. There are no employees in the Company who is drawing the remuneration worth Rs. 5,00,000 per month or Rs. 60,00,000 per annum during the financial year .

STOCK EXCHANGE LISTING:

The Equity Shares of the company are listed on the BSE Limited. The listing fee for the year 2014-15 has been paid to the BSE. The Company has also paid custodial fee for the year 2014-15 to both the depositories'' viz. NSDL and CDSL on the basis of number of beneficial folios maintained by them as on 31st March 2014.

FIXED DEPOSITS:

Your company has not accepted / renewed any fixed deposits which fall under the category of deposits as per the provisions of Section 73 of the Companies Act, 2013 or under previous act, 1956 during the year 2013-2014.

AUDITORS'' & AUDITORS'' REPORT:

M/s. Vara Prasad & Associates, Chartered Accountants, were appointed as the statutory auditors of your company with the shareholders'' approval in the Annual general Meeting of the company held on 27th June 2013, to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for Re-appointment. The company has obtained confirmation, under Section 139(1) of the Companies Act, 2013, confirming their eligibility and willingness to accept the office of the Statutory Auditors for the financial year 2014-15, if re-appointed. The Audit Committee and the Board of Directors of the company recommend the appointment of M/s. Vara Prasad & Associates as Statutory Auditors of the Company for the financial year 2014-15.

The members are requested to reappoint Auditors for the current year and authorize the Board of Directors to fix their remuneration.

REPLY TO THE AUDITORS'' QUALIFICATIONS:

The company was having liquidity constrains during the financial year. Regarding updation of fixed assets registered the Company is in the porcess of verification of fixed assets to identify assets which are to be written off and to get reflects true value of assets. On complition the asset register would be updated.

Due to some liquidity crunch Company could not meet its liabilities on time. As the operations of the Company are very small in size, internal audit is being conducted internally by the Company.

Regarding statutory dues, the majority of the statutory dues have been paid by the year and the dues that are pending are proposed to be cleared in the current period.

RE-APPOINTMENT OF DIRECTORS BY ROTATION:

In accordance with the requirements of the Companies Act, 2013 and the Articles of Association, Mr. R. Jagadeeswara Rao is liable to retire by rotation and being eligible to offer himself for re- appointment.

For and on behalf of the board

Place: Hyderabad L Srinath Reddy P S Raman Date: 14-08-2014 Managing Director Non-Executive Director

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited accounts for the financial year ended 31st March 2013.

FINANCIAL RESULTS:

The performance of your company for the year under review is summarized below: (Rs. In thousands)

Particulars 31.03.2013 31.03.2012 ''

Gross revenue and other income 29994 68287

Profit before interest, depreciation & Taxes 5099 (15599)

Interest 917 1403

Depreciation & Amortization 2978 1309

Exceptional item (Provision for diminution of investment in subsidiary) 853 -

Profit before tax 351 (18311)

Tax Expense adj - 1698

Profit after Tax 351 (20009)

The results for the financial year 2012-13 relates to the stand alone operations only. The US subsidiary did not have any operations during the year and an application was filed with the US authorities for dissolution. The operating revenue of the company for the year is Rs. 294.24 lacs against Rs274.99 lacs for the previous year. The net profit for the year achieved is Rs 3.51 lacs against the net loss of Rs.200.09 for the year ending 31st March, 2012.

DIVIDEND:

No dividend has been recommended for the year, in view of the net accumulated loss position as at 31st March 2013.

PERFORMANCE OF THE COMPANY:

Your company''s net operating revenue reported is at Rs 294.24 lacs for the year ended 31st March 2013 against Rs 274.99 lacs in the previous year. The domestic revenue grew by 13.3% over the previous year. The export revenue was ''nil'' against Rs 14 .41 lacs in the previous year.

SUBSIDIARY and BRANCH:

The investment in the US subsidiary was fully provided for in the financial year 2010-11 and subsequently written off in this financial year. The subsidiary was dissolved in 2012. The branch operations at Connecticut, USA also ceased effective 1st April 2012. These steps were undertaken as part of the comprehensive restructure plan implemented by your company.

DOMESTIC MARKET:

Your company''s domestic revenue is continuing to accrue out of the existing e governance projects in the states of AP and Karnataka. A significant achievement made by your company in this financial year is winning the contract for Mee seva (eseva) operations and maintenance, in the twin cities of Hyderabad and Secunderabad as a prime bidder in consortium with another technology company. The contract is for a period of three years beginning mid March 2013 with an average monthly revenue potential of above Rs 40 lacs. There were no new businesses that could be addressed on account of the financial restructure processes being carried out in that period. The banking product development team was revamped and the product up gradation exercise was resumed.

COMPREHENSIVE CAPITAL/ FINANCIAL RESTRUCTURE PLAN:

An Extra ordinary General Meeting was held on 18th of October 2012 as per the Hon''ble AP High Court''s directive and the shareholders'' approval obtained for the ''comprehensive restructure'' scheme. The final approval was given by the Hon''ble High Court on and on 21st January 2013 and which was filed with the Registrar of Companies on 25th February 2013 which is the effective date of scheme. The effective implementation of the scheme has reduced and consolidated to 1124140 no. of shares of Rs. 10/- each

The allotment of 51,56,500 shares of Rs 10 each was approved in the board meeting dt 24th April 2013, and the listing application filed with Bombay Stock Exchange in May2013, is awaiting for approval. The Board in their meeting held on 24th April, 2013 has alloted 2656500 shares to its unsecured lenders and 2500000 equity shares on preferential basis pursuant to the seheme of arrangement,

The Company has filed the listing application with the Bombay Stock Exchange in May 2013 which is awaiting for the approval.

QUALITY:

Your company has been following strict quality management standards and constantly upgrading the processes in the ISO 9000 and the ISO 27001 standards. During the financial year your company has been appraised for Capable Maturity Model - level 3 (CMMI 3).

PARTICULARS REQUIRED UNDER SECTION 212 OF THE COMPANIES ACT, 1956:

Your Company had one subsidiary (including step down subsidiaries) as on 31st March, 2012. As part of the ''restructure'' exercise, an application for dissolution was filed on 30th June 2012 in the US. There has been no activity or income from the subsidiary reportable for the financial year 2012-13. Accordingly, the annual report 2012-13 does not contain the financial statements of subsidiaries nor any statement containing particulars of the subsidiaries are attached to the annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SEC. 217(2AA):

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility statement, it is hereby confirmed that:

In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed along with proper explanation relating to material departures;

The directors have 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 as at March 31, 2013 and of the profit or loss of the company for that period;

The directors have 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; and

The directors have prepared the annual accounts of the Company on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is set out as Annexure-B to and forms part of the Annual report.

REPORT ON CORPORATE GOVERNANCE:

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI. Your Directors re-affirm their commitment to these standards and a detailed report on Corporate Governance along with a certificate from statutory auditors on its compliance is given as an Annexure-C to this report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

PARTICULARS OF EMPLOYEES - PURSUANT TO SEC. 217(2A) OF THE COMPANIES ACT, 1956:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. There are no employees in the Company who is drawing the remuneration worth Rs. 5,00,000 per month or Rs. 60,00,000 per annum during the financial year .

STOCK EXCHANGE LISTING:

The Equity Shares of the company are listed on the BSE Limited. The listing fee for the year 2013-14 has been paid to the BSE Ltd. The Company has also paid custodial fee for the year 2013-14 to both the depositories'' viz. NSDL and CDSL on the basis of number of beneficial folios maintained by them as on 31st March 2013. It may be noted that there are no payments outstanding to the Stock Exchange.

FIXED DEPOSITS:

Your company has not accepted / renewed any fixed deposits under Section 58A of the Companies Act, 1956 during the year 2012-2013. AUDITORS'' & AUDITOR''S REPORT:

M/s. Vara Prasad & Associates, Chartered Accountants, were appointed as the statutory auditors of your company with the shareholders'' approval in the Annual general Meeting of the company held on 18th October 2012, to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.. The company has obtained confirmation, under Section 224(1B) of the Companies Act, 1956, confirming their eligibility and willingness to accept the office of the Statutory Auditors for the financial year 2013-14, if re-appointed. The audit committee and the Board of Directors of the Company recommend the appointment of M/s. Vara Prasad & Associates as Statutory Auditors of the Company for the financial year 2013-14.

The members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration.

REPLY TO THE AUDITORS'' QUALIFICATIONS:

The company was having severe financial difficulties and during the financial year, had been fully engaged in completing the ''comprehensive capital and financial restructure scheme'' processes. Regularization regarding internal audit procedures and fixed assets register related issues are being undertaken currently.

Regarding statutory dues, with additional investment funds infused as part of the ''scheme'', the majority of the statutory dues have been paid by the year end. The dues that are pending are proposed to be cleared in the current period after re-assessing the values once the scheme processes are completed fully.

RE-APPOINTMENT OF DIRECTORS BY ROTATION:

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr. K. Visweswar Rao is liable to retire by rotation and eligible to offer himself for re- appointment.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the continued co-operation and support by the Banks, Government authorities, Business Partners, Customers and other Stakeholders and more importantly, more specifically to the contribution made by all the Executives, Staff members of the Company in the achievements of the Company during the year under review.

For and on behalf of the Board

Date: 30-05-2013 P.S.Raman

Place: Hyderabad Executive Chairman

Mar 31, 2010

The directors take pleasure in presenting the Sixteenth Annual Report of the company and the Audited accounts for the financial year ended 31st March 2010 together with Auditors Report thereon.

FINANCIAL RESULTS

The performance of your company for the year under review is summarized

below:

(Rs. In thousands)

Particulars (stand alone) 2009-10 2008-09

Gross revenue & other income 61382 90455

Profit before interest,

depreciations taxes (153059) 16047

Interest 2997 2826

Depreciation & amortization 5664 7035

Profit before tax (161720) 6186

Profit after tax (161720) 429

On a consolidated basis (including US subsidiarys results), your Company achieved revenue of Rs. 742.65 lacs and net loss of Rs. 1641.79 lacs for the year ended 31st March 2010 as compared to revenue of Rs. 1137.15 lacs and PAT of Rs. 2.53 lacs for the previous year. This is mainly due to a substantial amounts of bad debts and balances written off to the tune of Rs 1688.21 in the AY 2009-10.

DIVIDEND:

No dividend has been recommended for the year, in view of the net accumulated loss position as at 31" March 2010.

PERFORMANCE OF THE COMPANY:

Your companys gross revenue declined to Rs. 613.82 lacs on a stand alone basis for the year ended 31st March 2010 compared to Rs. 904.55 lacs in the previous year. The consolidated revenue for the year-end stood at Rs. 744.09 lacs against Rs. 1138.42 lacs in the previous year. The domestic software revenue dropped by 28% while the exports revenue dropped by 53%. The net loss for the year was at Rs. 1617.20 lacs (Stand alone) and consolidated loss was at Rs. 1641.79 lacs.

US SUBSIDIARY:

Aravali Technologies Inc., your companys US subsidiary, registered revenues of US $ 0.29 million for the year ended 31st March 2010 against US $ 0.46 million for the previous year. There is a net loss of US $ 54293 for the current year against a net loss of US $ 40246 in the previous year. As a small sized consulting company, the subsidiary suffered reduction in revenue with recessionary tendencies continuing to have severe impact in its sustenance as well as in growth. There was a vast reduction in the number of billable consultants due to decline in the number of new clients as well as orders. The Company expects the recessionary tendencies to continue. It is felt that sizeable funds are required for enhancement of billable resources and for marketing initiatives if recovery visible has to be taken advantage of in the coming years. Your Companys revenue and margins are expected to be under further pressure during the year 2010-11 also.

EXPORTS:

On a consolidated basis, the total exports revenue achieved amounted to Rs 130.27 lacs which is primarily the consulting revenue of the US subsidiary. There was no offshore billing by the parent company for the year.

DOMESTIC MARKET:

Your company continued to deliver solutions for the egovernance projects more effectively as a result of which the extension of Bangalore One project was approved of for a term of five years. The volume of transactions touched ten lacs. The number of centres that are operational is currently sixty including forty mini centres. In the Karnataka One project, eight more districts were added for providing citizen services in the district level. Increase in revenue will be visible from the second quarter of FY 2010-11.

Your company won the bid in the renewal tender of the AP district eseva project, in consortium with HCL Infosystems Ltd as technology partner for fourteen districts in AR The software service and support for the balance seven districts will be provided by your company, to another vendor who has won the bid for that region. A letter of intent has been received by your company for implementing solutions through 639 Common Service Centres (CSCs) covering four districts, in consortium with a Hyderabad based IT company.

A contract for implementation of integrated egovernance system for the New Mumbai Municipal Corporation (NMMC) was awarded to your company in consortium with a Hyderabad based technology company. The deliverables by your company cover development of specific modules for the project with a value of Rs 1.20 crores, including one year warranty.

PRODUCTS DIVISION: BANKING

Migration of e-smart banker product from Asp.net to Vb.net is completed. This will enhance the security features of the product and enable additional delivery channel possibilities like SMS banking, Mobile banking, etc. Two more orders for providing core banking solution to small cooperative banks were received during the year under review.

QUALITY:

Your company has been following strict quality management standards and constantly upgrading the processes in the ISO 9001 and the ISO 27001 standards adopted by the company.

PARTICULARS REQUIRED UNDER SECTION 2120FTHE COMPANIES ACT, 1956:

Pursuant to the provisions of Section 212 of the Companies Act, 1956, documents in respect of subsidiary viz. Balance Sheet, Profit & Loss account, Directors Report and Auditors Report are required to be attached to the Balance Sheet of the holding company. An application was made to the Government of India seeking partial exemption from the provisions of Sec. 212 of the Companies Act, 1956. The Government of India, Ministry of Corporate Affairs, vide its letter no. 47/622/2010-CL-III dt. 01.07.2010, has granted exemption from the provisions of Section 212(1) of the Companies Act, 1956. Accordingly the Annual Report does not contain the full financial statements of its subsidiary M/s. Aravali Technologies Inc., US. A statement under sec. 212(8) containing aggregate information as directed by the approval, has been annexed. The Company will make available the audited annual accounts and related detailed information to the investors upon request at any point of time. These documents are also available for inspection at the registered office of the Company during business hours.

Statement pursuant to Section 212( 1) (e) of the Companies Act, 1956 in respect of the wholly owned subsidiary is annexed.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SEC. 217(2AA):

The directors confirm that:

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

ii. 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;

iii. 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;

iv. The directors had prepared the annual accounts on a going concern basis.

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Sec. 217(1) (e) of the Act read with rule 2 of Companies (disclosure of particulars in the report of board of directors) Rules, 1988 are set out in Annexure-A to this Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to clause 49 of the listing agreement, a report on Management Discussion and Analysis for the year under review is set out as Annexure-B to and forms part of this report.

REPORT ON CORPORATE GOVERNANCE:

The Securities and Exchange Board of India (SEBI), has prescribed certain corporate governance standards vide clause 49 of the listing agreement. Your Directors re-affirm their commitment to these standards and adetailed report on Corporate Governance along with a certificate from statutory auditors on its compliance is given as an Annexure-C to this report.

CEOS DECLARATION AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

Declaration as required under clause 49(l)(D)(ii) of the listing agreement with regard to compliance with the code of conduct of the company is set out as Annexure-D to this report.

PARTICULARS OF EMPLOYEES - PURSUANTTO SEC. 217{2A) OF THE COMPANIES ACT, 1956:

There are no employees in India whose remuneration during the year is Rs. 2,00,000 per month or Rs. 24,00,000 per annum as per the provisions of Section. 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975.

STOCK EXCHANGE LISTING:

The Equity Shares of the company are listed on the Bombay Stock Exchange Limited. The listing fee for the year 2010-11 has been paid to the Bombay Stock Exchange Ltd. The Company has also paid custodial fee for the year 2010-11 to both the depositories viz. NSDL and CDSL on the basis of number of beneficial folios maintained by them as on 31st March 2010. FIXED DEPOSITS:

Your company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet for the year ended 31st March 2010.

AUDITORS:

The auditors M/s S.S. Kothari & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting of the company, are eligible for reappointment till the conclusion of the next Annual General Meeting. The company has obtained their willingness for-reappointment and a certificate under sec. 224(1 B) of the Companies Act, 1956.

CHANGES IN DIRECTORS AND IN KEY OFFICIALS:

In accordance with the Articles of Association and pursuant to the provisions of Companies Act 1956, Mr. RS. Venkateswaran and Dr. Khushwant Singh retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

A brief resume of the above directors with the nature of expertise in specific functional areas, details of .other directorships and memberships on committees of board as required under Clause 49 of the listing agreement are given at appropriate section in the Report on Corporate Governance attached to this report.

During the year Mr P R Balasubramanian who was an independent director and Mr. Kumar Raja, promotor & Non-Executive Director resigned. Ms. Shraddha Mishra has been appointed as Company Secretary in place of Mr. Shailesh Baheti.

REPLY TO THE AUDITORS QUAUFICATIONS: .

The Auditors, in point no. ix(a) and xi of the Annexure to their report have stated that the company is not regular in depositing the Provident fund, Employees State Insurance, Income tax and Service tax dues and also that the company has defaulted in repayment of dues to the bank.

Your Directors would like to submit that the reasons for the above are that the company continued to face severe liquidity pressure since 2008 on account of large over due receivables and also due to severe economic downturn affecting business. Part payment of Rs. 60 lacs were made towards PF & TDS and Rs. 13.5 lacs towards bank loan subsequently and additional time has been sought for balance payment of arrears. As regards the bank loans, an appeal has been made to the Debt Recovery Tribunal against their notice of possession of property under SARFAESI Act. The management is in discussion with investors for strategic alliance to mobilise larger resources for clearing the liabilities and for working capital.

ACKNOWLEDGEMENT:,

The Directors wish to place on record their appreciation for the continued co-operation and support by the banks, government authorities, business partners, customers and other stakeholders. Your Directors wish to place on record their sincere appreciation for the dedicated contribution made by all the executives, staff members of the company in the achievements of the company during the year under review.

For and on behalf of the board

Date: 30.07.2010 P.S. Raman

Place: Hyderabad Executive Chairman

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