Directors Report of Response Informatics Ltd.

Mar 31, 2024

Your directors have great pleasure in presenting the report on the Business and Operations of your Company (‘the Company’ or ‘Response Informatics Limited), along with the audited financial statement, for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company are as follows:

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1,037.11	941.46	3,398.85	1,123.53
Other Income	3.74	4.97	3.74	4.96
Total Income	1,040.85	946.43	3,402.59	1,128.49
Total Expenses	1,013.46	875.27	3,144.85	1,053.60
Profit/ (Loss) before exceptional items and tax	27.39	71.16	257.73	74.89
Exceptional items	10.00	-	10.00	-
Profit / (Loss) before tax	17.39	71.16	247.73	74.89
Less: Current tax	-	12.76	57.92	12.76
Less: Deferred Tax	-29.72	0.34	-29.72	0.34
Profit/ (Loss) for the period	47.11	58.06	219.53	61.79
Total Comprehensive Income	47.11	58.06	219.53	61.79
Earning per Equity Share Basic	0.63	0.78	2.94	0.83
Diluted (in Rs.)	0.63	0.78	2.94	0.83

STATE OF THE COMPANY’S AFFAIRS

During the year under review, your Company achieved revenue of Rs. 1,037.11 Lakhs (Standalone), Rs. 3,398.85 Lakhs (Consolidated) during the financial year 2023-24, as against Rs. 941.46 Lakhs (Standalone), Rs. 1,123.53 Lakhs (Consolidated) during the previous year 2022-23. The Net profit after tax stood at Rs.47.11 Lakhs (Standalone), Rs. 219.53 Lakhs (Consolidated) for the financial year 2023-24 as against Rs.58.06 Lakhs (Standalone) and Rs.61.79 Lakhs (Consolidated) for the previous year 2022-23.

DIVIDEND

No dividend was recommended by the Board of Directors for the FY 2023-24.

TRANSFER TO RESERVES

Your Company did not transfer any amount to reserves for the financial year 2023-24.

CHANGE IN THE NATURE OF THE BUSINESS

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

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company stood at Rs. 7,47,64,000/- comprising of 74,76,400 equity shares of Rs. 10/- each as on March 31, 2024.

In addition, the shareholders of your company in their Extra-Ordinary General Meeting (EGM) held on March 11, 2024 has approved (a) Alteration of Articles of Association and Issue of (b) 15,00,000 equity shares on preferential basis (c) 2,58,000 fully convertible warrants on preferential basis (d) 15,96,145 equity shares on preferential basis (swap) for 100% acquisition of Highdata Software Corporation, USA.

The Company has paid Listing Fees for the Financial Year 2024-25, to BSE Limited, where its equity shares are listed.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Company’s website at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Form MGT 7.pdf

NUMBER OF MEETINGS OF THE BOARD

The Board met Eight (8) times during the year 2023-2024 viz. on May 30, 2023, July 07, 2023, September 02, 2023, September 21,2023, October 10, 2023, October 30, 2023, November 14,2023 and February 09, 2024.

The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted the declaration affirming that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Board is of the opinion that all the Independent Directors appointed during the year under review are persons of integrity and possess relevant expertise and experience to act as Independent Director of the Company. The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline and they have also appeared and qualified for the online proficiency test, wherever applicable.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy of the Company relating to the remuneration of the Directors, Key Managerial Personnel and other employees, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination and Remuneration Policy.

The Company’s policy relating to the appointment of directors and remuneration including other matters provided in Section 178(3) of the Act is also available on https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Nomination-Remuneration-Policy.pdf.

INSURANCE

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

LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made by the Company during the year 2023-2024, as required under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this Report.

However, no loans were made, guarantees given or securities provided during the financial year under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board of Directors has framed a policy on Related Party Transactions to ensure a process for approval and reporting of transactions between the Company and its related parties. The policy is posted under the Investors’ section of

the Company’s website at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Related-Party-Transaction-Policy.pdf .

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

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

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

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

We have a risk management framework for the identification and management of risks. The Company has formulated Risk Management Policy, which guides the Board in (a) approving the Company’s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations. The Risk Management Policy is also posted under the Investors’ section of the Company’s website at: https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Risk-Management-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is not required to comply with corporate social responsibility as the provisions of Sec 135 of the Companies Act, 2013 read with rules made thereunder are not applicable and hence, reporting pursuant to Section 134(3) (o) is not applicable.

BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its Committees and the directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with specific focus on the performance and effective functioning of the Board and individual directors.

A separate meeting of Independent Directors was held on February 09, 2024 to review the performance of the Non-Independent Directors and the Board as a whole, review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting.

CRITERIA FOR PERFORMANCE EVALUATION

a. Ability of the candidate 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

The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company’s Website.

The details of training and familiarization program are available on the website at

https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Familiarisation-Programme-for-

Independent-Directors.pdf

DIRECTORS

The Board is duly constituted.

The Board of Directors consists of four (4) directors, two (2) of whom are Independent Directors, and from the remaining two, one is a non-executive Director and the other is an executive Director.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Subramaniyam Seetha Raman (DIN:06364310), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the members.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume of the director proposed to be reappointed is attached along with the Notice of the ensuing Annual General Meeting.

Moreover, the Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP):

Board of Directors:

In the 26^th Annual General Meeting of the Company held on September 28, 2023 Mrs. Bhuvaneswari Seetharaman (DIN: 01666421) was re-appointed as Non-Executive Director, who was liable to retire by rotation; Mr. Chandra Sekhar Pattapurathi (DIN: 01647212) was re-appointed as an Independent Director of the Company for a period of 5 years with effect from January 31, 2024; and Mr. Prakash Babu Kondeti (DIN: 01857170) was reappointed as an Independent Director of the Company for a period of 5 years with effect from September 29, 2023.

Company Secretary and Compliance Officer:

Mr. Ravi Kumar Kanneganti (ACS 5438), an Associate member of The Institute of Company Secretaries of India (ICSI), resigned as the Company Secretary and Compliance Officer of the Company w.e.f. July 31,2023.

Later, Ms. Nirosha Ravikanti (A68115), an Associate member of The Institute of Company Secretaries of India (ICSI) was appointed as the Company Secretary and Compliance Officer of the Company w.e.f October 30, 2023.

Apart from the above, there were no other changes in the Directors and the KMPs.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31,2024:

Mr. Subramaniyam Seetha Raman - Managing Director

Mr. Ramakrishna Prasad Makkena - Chief Financial Officer

Ms. Nirosha Ravikanti - Company Secretary and Compliance Officer

RESPONSE INFORMATICS EMPLOYEE STOCK OPTION PLAN 2022 (“ESOP 2022”)

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

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

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

Disclosures pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 read along with Part F of Schedule-I of SEBI (SBEB) Regulations, 2021 are placed on the Company’s: Website at: https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/ESOP-Disclosure.pdf.

Further, a certificate from the Secretarial Auditors of the Company certifying that the ESOP’s Scheme is being implemented in accordance with Regulation 13 of SEBI (SBEB) Regulations, 2021 and in accordance with the resolution passed in the general meeting of the company forms part of this Annual Report. The same is placed on the Company’s Website at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/ESQP-PCS-Certificate FY-24.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

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

Further, pursuant to the provisions of Section 136 of the Act and Regulation 46 of the Listing regulations, the financial statements of the Company including the consolidated financial statements, along with the relevant documents and the separate audited financial statements in respect of subsidiaries are placed on the website of the company at https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Annual-report.pdf

In addition, the Financial Statement of Technologia Corporation, USA, a Subsidiary incorporated outside India are made available on the website of the Company at: https://www.responseinformaticsltd.com/wp-content/uploads/2024/08/Financials-of-Subsidiary FY-24.pdf

Moreover, Datalabs AI Private Limited was incorporated as subsidiary of Response Informatics Limited on January 3, 2024 with 66.70% equity stake. Since Datalabs neither commenced its business operations nor infused subscription funds by March 31,2024, the financials are not consolidated.

Further, the Company’s policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company’s website at: https://www.responseinformaticsltd.com/wp-

content/uploads/2024/08/Material-Subsidiary-Policy.pdf

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

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

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

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

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and your Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your Company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended March 31, 2024, which forms part to the Statutory Auditor’s Report.

VIGIL MECHANISM

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

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

ANTI-SEXUAL HARASSMENT POLICY

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

During the financial year ended March 31, 2024, no cases were received pertaining to Sexual Harassment. Further there were no cases / complaints pending disposal as at the end of the financial year. The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished Price Sensitive Information and while dealing in the shares of the Company, as well as the consequences of violations. The Policy has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees and to maintain the highest ethical standards while dealing in the company’s securities.

The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our website at https://responseinformaticsltd.com/wp-content/uploads/2024/08/Code-of-practices-and-procedures-for-fair-disclosure-of-UPSI-1.pdf and https://www.responseinformaticsltd.com/wp-

content/uploads/2024/08/Code-of-conduct-for-PITto-regulate-monitor-and-report-trading-by-designated-persons.pdf .

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis forms part of the Annual Report as per the requirements of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

The Company has not declared any dividend till date. Thus, the provisions regarding Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 are not applicable to the Company.

AUDITORS

Statutory Auditors

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

AUDITORS’ QUALIFICATION AND REMARKS:

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

Secretarial Auditors

M/s. P S Rao & Associates, Practicing Company Secretaries were appointed in the meeting of Board of Directors held on November 14, 2023 to conduct the secretarial audit for the financial year 2023-24. Also, the same were re-appointed as such for the financial year 2024-25 in Board Meeting held on May 30, 2024.

Pursuant to Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Secretarial Audit Report for the financial year ended March 31, 2024, in Form MR-3, is annexed to this Annual Report as Annexure IV.

Secretarial Auditors’ Qualification and Remarks:

Auditor’s qualification / adverse remark / reservation	Explanations or comments by the Board
The Company is obtaining ratification from the shareholders for the material related party transactions entered into during FY 2021-22 and FY 2022-23 at the AGM to be held for FY 2024	The approval for material RPT pertaining to FY 2024-25 is placed before the shareholders for their approval.
In a few instances, the e-forms were filed with the Registrar of Companies after the prescribed time	The Board henceforth ensures that the management files the relevant forms with RoC within the due date.
The Company is yet to file the return with the Registrar of Companies in respect of approved financial statement and Board''s report of FY 2022-23	The management will make efforts to file the Return with RoC.

Cost Auditors

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

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

Internal Auditors

M/s. Channa & Associates, Chartered Accountants (Firm Registration No: 010881S), Hyderabad were appointed as Internal Auditors of the Company for the financial year 2023-2024 in the meeting of the Board of Directors held on November 14, 2023. Also, the same were re-appointed as such for the financial year 2024-25 in Board Meeting held on May 30, 2024.

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

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

AUDIT COMMITTEE

The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The details of the composition of the Nomination and Remuneration Committee are given in the Corporate Governance Report furnished as a part of the Annual Report.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The details of the composition of the Stakeholders’ Relationship Committee are given in the Corporate Governance Report furnished as part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of directors/employees of the Company is appended as Annexure -V to this Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India.

The Report on Corporate Governance as stipulated under the Listing Regulations, forms part of the Annual Report.

The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board of India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a certificate from P S Rao & Associates, Practicing Company Secretaries, confirming compliance with the requirements of Corporate Governance is attached with this report as Annexure VI.

As required by Listing Regulations, a certificate from P S Rao & Associates, Practicing Company Secretaries confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the companies is attached to this report as Annexure VII.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DEPOSITS

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

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

There were no material changes and commitments affecting the financial position of your Company that have occurred between the end of the financial year (March 31, 2024) of the company to which the financial statements relate and the date of the report May 30, 2024.

REPORTING OF FRAUDS BY AUDITOR

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

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

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

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

No one time settlement took place during the year under review.

ACKNOWLEDGMENTS

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

For and on behalf of the Board Response Informatics Limited

Date: May 30, 2024 Place: Hyderabad

Subramaniyam Seetha Raman Bhuvaneswari Seetharaman

Managing Director Director

DIN:06364310 DIN:01666421

---

Mar 31, 2023

Your Director''s have pleasure in presenting the Directors ''Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2023.

1) FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

3. Standalone Results: In Rupees

Particulars	2022-2023	2021-2022
Revenue from Operations	9,41,46,270	7,01,92,314
Other Income (Including Exceptional Items)	4,96,486	0
Total Expenses	8,75,27,088	6,58,54,863
Profit Before Tax	71,15,668	43,37,451
Less: Provision for Taxation	13,09,622	6,47,492
Profit/ (Loss) After Tax	58,06,047	36,89,959
Other Comprehensive Income	0	0
Total Comprehensive Income	0	0
Earning per Equity Share - Basic & Diluted (in Rs.)	0.78	0.62

Consolidated Results In Rupees

Particulars	2022-2023	2021-2022
Revenue from Operations	11,23,52,956	-
Other Income (Including Exceptional Items)	4,96,486	-
Total Expenses	10,53,60,411	-
Profit Before Tax	74,89,032	-
Less: Provision for Taxation	13,09,622	-
Profit/ (Loss) After Tax	61,79,410	-
Other Comprehensive Income	0	-
Total Comprehensive Income	0	-

Earning per Equity Share - Basic & Diluted (in Rs.) 0.83 -

2) REVIEW OF OPERATIONS/STATE OF COMPANY''S AFFAIRS:

The total revenue of the Company for the Financial Year 2022-23 under review was Rs. 9,46,42,756 as against Rs. 7,01,92,314 for the Previous Financial Year 2021-22. The company recorded a net profit of Rs. 58,06,047 for the Financial Year 2022-23 as against the net profit of Rs. 36,89,959 for the Previous Financial Year 2021-22.

3) CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

During the period under review and the date of the Board''s Report there was no change

in the nature of Business.

4) RESERVES

Pursuant to provisions of Section 134(3) (j) of the Companies Act, 2013, the company has proposed to transfer an amount of Rs. 58,06,047 to general reserves account of the company during the year under review.

5) DIVIDEND

Keeping the Company''s expansion and growth plans, Board of directors have decided not to Recommend dividend for the Financial Year.

6) MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report.

7) BOARD MEETINGS

The Board of Directors duly met six (6) times during the Financial Year from 1st April 2022 to 31st March 2023.

The dates on which the Board Meetings were held are 10.04.2022, 22.04.2022, 27.05.2022, 14.07.2022, 05.08.2022, 14.08.2022, 24.08.2022, 14.11.2022, 11.01.2023, 14.02.2023, 29.03.2023.

8) appointment/re-appointment/resignation/retirementof directors /ceo/cfo and key manangerial personnel :

a) Mrs. Bhuvaneswari Seetharaman (DIN: 01666421), Non-Executive Director, who retires by rotation and being eligible offers herself for re-appointment.

As required under regulation 36(3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:

Name of the Director	Bhuvaneswari Seetha Raman DIN: 01666421
Date of Birth	02-11-1950
Qualification	SSLC
Expertise in specific functional areas	She is an under graduate and having vast experience in administration for 40 years.
Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board	NIL
Shareholding	348,790 Equity Shares
Inter se relationship with any Director	She is the mother of managing director Subramaniyam Seetha Raman

b) Particulars of Mr. Chandrasekhar Pattapurathi (DIN: 01647212), Independent Director.

As required under regulation 36(3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:

Name of the Director	Chandrasekhar Pattapurathi DIN: 01647212
Date of Birth	19-03-1975
Qualification	CMA.
Expertise in specific functional areas	He is a member of professional body Cost accountants of India having vast experience of almost 20 years in Corporate management.
Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board	1. Orchasp Limited. 2. CIL Infoserve Ltd. 3. Bilwa Infrastructure Ltd. 4. Response Informatics Ltd.
Shareholding	NIL
Inter se relationship with any Director	NIL

C) Particulars of Mr. Prakash Babu Kondeti (DIN: 01857170), Independent Director.

As required under regulation 36(3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:

Name of the Director	Prakash Babu Kondeti DIN: 01857170
Date of Birth	27-06-1975
Qualification	He is a commerce graduate and also completed MCSE, in Osmania university, He is having around two decades of experience in Corporates.
Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board	1. Response Informatics Limited.
Shareholding	6,000 shares
Inter se relationship with any Director	NIL

9) DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from Mr. Prakash Babu Kondeti and Mr. Chandra Sekhar Pattapurathi, Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

10) FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :

Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

11) POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is available on the Company website: www.responseinformaticsltd.com

We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

12) DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

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

b. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period.

c. That 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.

d. That the Directors have prepared the annual accounts on a going concern basis:

e. That the Directors have 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. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13) INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and the therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section125 (2) of the Act.

14) NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Technologia Corporation, USA has become wholly owned subsidiary of the Company.

15) INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JOINTVENTURES

During the Financial Year, the Company have one subsidiary, its financial position has been shown below in Annexure-I

16) ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return in MGT 7 will be uploaded on the website of the company www.responseinformaticsltd.com.

17) AUDITORS:

a. Statutory Auditors

The members of the Company in accordance with Section 139 of the Companies Act, 2013 passed a resolution for appointment of M/s. BRR & Associates, Chartered Accountants, Hyderabad (Firm Number 013012S) as Statutory Auditors of the Company for a period of 5years in the 21st AGM held on 29.09.2018 to hold office up to the conclusion of 26th Annual General Meeting of the Company. As the term of the statutory auditors expires in the ensuing AGM it is proposed to appoint M/s. M. Anandam & Co., Chartered Accountants (Firm Registration No.000125S), as statutory auditors of the company subject to the approval of shareholders.

b. Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2023 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.

c. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the Board has appointed Mr.V.B.S.S.Prasad, Practicing Company Secretary (C.P.No:4605),

as the secretarial auditor of the company, who has undertaken Secretarial Audit of the Company for financial year ending 31.03.2023. The report of the Secretarial Auditor is enclosed herewith vide Annexure-I of this Report.

d. Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2023 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and as there are no adverse remarks by the Secretarial Auditor, Board has not commented.

e. Cost Auditor

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Rule 3 & 4 of The Companies (Cost Record and Audit) Rules, 2014 and all other applicable provisions of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

18) INTERNAL AUDIT AND FINANCIAL CONTROL:

The Company is in the process of setting up its own internal department, however statutory auditors have recommended appointing external auditors as internal auditors, we are considering the same for the ensuring period. We have a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

19) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees.

Has made investment in Unofin Technology solutions Private Limited 3836 Shares @ Rs.2606.74 amounting to Rs.9999454.64 during the year.

20) RELATED PARTY TRANSACTIONS:

Company has formulated a policy on related party transactions which is also available on Company''s website. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure II which forms part of this Report. Refer Notes to account point-29.

21) DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 1956, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure III.

22) COMMITTEES:

Information on Committees is included in the Corporate Governance report.

23) VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9)

& (10) of the Companies Act, 2013. The same has been placed on the website of the Company

https://www.responseinformaticsltd.com/ codeofinsider/?id=investors

24) CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY) :

The provisions of section135 are not applicable to the Company.

25) PUBLIC DEPOSITS :

Your Company has not accepted any deposits falling within the meaning of Sec.73,

74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

26) SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS/REGULATORS /TRI-BUNALS:

There are no significant and material orders passed by the regulators/courts that would impact the going concern status of the Company and its future operations.

27) MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is appended as Annexure V for information of the Members.

28) POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website https://www. responseinformaticsltd.com/policy/?id=investors.

29) ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. As the company operates in Information Technology sector, environmental pollution issues will not arise.

30)INFORMATION AS PER RULE 5(1)0) OF CHAPTER XIII, COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

S.NO	Disclosure Requirement	Name of Director/ KMP	Designa tion	Yearly remuneration (In Rupees)	Ratio to median remu- nera- tion
1	Ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year	Mr. Subramaniyam Seetha Raman	Managing Director from 22 January 2022	12,00,000	2.67
		Mrs. Bhuvaneswari Seetharaman	Managing Director up to 21 January 2022	Nil	Nil
2	Percentage increase in the remuneration of each Director, Chief Financial Officer,	Mr. Subramaniyam Seetha Raman	Managing Director	12, 00,000	100%
	Company Secretary or Manager, if any, in the financial year	K. Ravi Kumar	Company Secretary	12, 00,000	Nil
		M Rama Krishna Prasad	Chief finance Officer	12, 00,000	Nil

1. Percentage increase/ (decrease) in the median remuneration of employees in the FY 2023-24: (3.23%)

2. Number of permanent employees on the rolls of the company as on March 31, 2023: 92

3. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Not Applicable since there is no increase in managerial remuneration.

4. The key parameters for any variable component of remuneration availed by the Directors:

Not applicable as there is no variable component of remuneration availed by the Directors. However, commission is payable to Managing Director and Independent Directors of the Company depending on the net profit for the financial year not exceeding the overall limit as per section 198 read with schedule V of the Companies Act, 2013.

5. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company is in compliance with its remuneration policy.

6. Particulars of employees posted and working in a country outside India, not being Directors or their relatives, drawing more than sixty lakh rupees per year or five lakh rupees per month, as the case may be, as may be decided by the Board, need not be circulated to the members in the Report, but such particulars shall be filed with the

Registrar of Companies while filing the financial statement and the Report:

Not Applicable as no employee was posted in a Country outside India for working on behalf of the Company.

7. Particulars of employees drawing remuneration aggregating to Rs.1.02 crores per annum employed during the year 2022 - 23 and employees drawing remuneration of Rs.8.5 lakhs per month employed for the part of financial year:

Not applicable as no employee was drawing remuneration aggregating to Rs.1.02 crores per annum employed during the year 2022 - 23 and employees drawing remuneration of Rs.8.5 lakhs per month employed for the part of financial year.

8. RATIO OF REMUNERATION TO EACH DIRECTOR:

No other Director has drawn any remuneration except Mr. S Subramaniyam Seetha Raman

and hence the ratio of remuneration doesn''t arise.

31) CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2022-23. A declaration signed by the Managing Director affirming compliance with the Company''s Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2022-23 as required under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report which is appended as Annexure ''IV'' and forms part of this Report.

32) MECHANISM FOR EVALUATION OF THE BOARD:

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Independent Directors, Board of Directors and Committees of the Board.

The criteria for performance evaluation is based on the parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of financial statements, business performance.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from the Directors and the Board Committees by seeking inputs from the Committee members.

The performance evaluation of the individual directors is done by the Nomination and Remuneration Committee.

The performance evaluation of non - independent directors, the Board as a whole and the Chairman is done by a separate meeting of Independent Directors after taking inputs from the Executive directors.

33) SECRETARIAL STANDARDS :

The Company is in compliance with the applicable secretarial standards.

34) EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee''s stock options scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buyback shares: NA

f) Disclosure about revision: NA

36) EVENTS DURING THE FINANCIAL YEAR:

Preferential Allotment of Shares: YES

A) The allotment of shares on Preferential basis was approved in the Extra-ordinary general meeting held on 5th April 2022 and allotment was made on 22nd April 2022

	Name and Address of the shareholder		Nominal value of shares issued at Rs.10/ - per share.	Distinctive No''s
S.NO		Total.no of shares allotted		From	To
1	Mr. Kishore Kumar Ganji, Villa15, Meenakshi Bamboos, Gachibowli, Hyderabad-500032	500000	5000000	6050301	655030
	Orabase Solutions LLP	5,00,000	50,00,000	65,50,301	70,50,300
2	1 St Floor, Plot No 260, Guttala Begumpet, Kavuri Hills Hyderabad - 500081.
	Mr. M. Sunil Kumar	5,00,000	50,00,000	70,50,301	75,50,300
3	Villa23, Aparna County, Miyapur, Hyderabad-500049
	TOTAL	15,00,000	1,50,00,000

The said issue was approved by the shareholders in Extraordinary general meeting of the company held on 05 April 2022. In compliance with the said approval the company allotted 15,00,000 equity shares on 22 April 2022.

As a result the paid up capital of the company was increased to rupees 7, 47, 64,000.

(B)The registered office of the company was shifted from Spaces & More Business Park E1, 5th Floor, 1-89/A/8/C/2, Vittal Rao Nagar, Madhapur, Hyderabad TG 500081 to Plot no, 42, Nagarjuna Hills, Punjagutta, Hyderabad-500082 Telangana

b) corporate insolvency resolution process initiated under the insolvency AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

C) MD/CFO CERTIFICATION:

The Managing Director and CFO certification of the financial statements for the year 2022-2023 is annexed in this Annual Report as Annexure VII.

D) CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and Amended Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website

https://www.responseinformaticsltd.com/codeofinsider/?id=investors.

E) ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of the Company. Directors also wish to place on record their appreciation of business constituents, banks, other institutions and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board of Directors

Sd/-

Subramaniyam Seetha Raman

Managing Director (DIN: 06364310) Date: 2nd September, 2023

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Mar 31, 2014

The Members

We have pleasure in presenting the 17th Annual Report with Audited Statements of Accounts for the year ended 31*1 March 2014.

(Amount in Rs.)

Particulars 2013-14 2012-13

Profit/ (loss) Before depreciation 601232 431660

Depreciation 95595 130356

Profit/(Loss) before tax 505637 301304

Provision for tax:

Current tax 174848 103483

Deferred Liability (Asset) -3769 -2339

Profit/(Loss) after tax 334558 303643

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend fortheyear.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec. 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Bombay Stock Exchange Limited & Calcutta Stock Exchange Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 8,00,00,000 divided into 80,00,000 shares of Rs. 10/- each fully paid up and the paid up capital stands at Rs. 5,97,64,000 divided into 5976400 eq uity shares of Rs. 10/- each fully paid up.

FORFEITURE OF SHARES

During the year 73,900 shares were forfeited due to Non-Payment of Allotment Money.

DIVERSIFICATION OF BUSINESS

The management has decided to diversify the business activities into Agriculture Activities including raising of crops and to produce manufacture, process, all types

of the bio fertilizer, fruits & vegetable market due to high potential and emphasis of the Government forthe development of Agriculture Sector.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely, Mr. Praveen Nair retires by rotation and is eligible for re-appointment. Your Board recommends the re-appointment of the Director.

Brief Profile of Mrs. D. Swayam Prabha Nair, Managing Director

During the year, Mrs. D. Swayam Prabha Nair was appointed as Managing Director on 4th January 2014. A graduate having vast experience in Administration & HR Management. She has been instrumental in organization development, performance management, employee orientation and training, employee relations, policy development, etc.

Brief Profile of Mr. G. Srikanth, Additional Director

During the year, Mr. G. Srikanth was appointed as Additional Directors to hold office up to the date of ensuing annual general meeting. A Chartered Accountant by qualification having 18 years experience in handling entire gamut of Finance functions in Sugar, Power Industries. Has worked at various levels and enriched himself with handling multiple functions simultaneously. Has implemented excellent accounting systems & procedures and internal control procedures during his tenure with various companies. Has very good inter-personnel and communication skills. He has been working independently for last few years and helping clients trying up their Finance requirements from Banks & Institutions. In view of versatile experience held by him, your directors recommend their appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 yourdirectors confirm:

i) that in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1)(e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. Adeclaration to this effect is given in Annexure.

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of audit firms, and based on the recommendation of the Audit Committee, the Board has at its meeting held on August 30, 2014 recommended the re- appointment of M/s Hari Babu & Associates, Chartered Accountants, Secunderabad, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting for a period of 3 yeaars in accordance with the Act, subject to ratification of the shareholders at every Annual General Meeting. M/s Hari Babu &Associates, Chartered Accountants, Secunderabad, have confirmed that the appointment, if made would be within the prescribed llimits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s Hari Babu & Associates, Chartered Accountants, Secunderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their appreciation for assistance and cooperation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place of record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

To the shareholders,

I, D. Swayam Prabha Nair, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the Company and have adhered to the provisions of the same.

For and on behalf of the Board Response Informatics Limited

Sd/-

D. Swayam Prabha Nair Place: Hyderabad Managing Director Date: 30.08.2014

---

Mar 31, 2013

We have pleasure in presenting the 16th Annual Report with Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

(Amt. in Rs.)

Particulars 2012-2013 2011-2012

Profit / (Loss) before depreciation 431660 773796

Depreciation 130356 718896

Profit / (Loss) before tax 301304 718896

Provision for Tax

-Current Tax 103483 102380

-Deferred Liability (Asset) (2339) (142790)

Profit / (Loss) after Tax 303643 759306

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Calcutta Stock Exchange Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 8,00,00,000 divided into 80,00,000 shares of Rs. 10/- each and the paid up capital of the company stands at Rs. 5,96,28,000 divided into 5875300 equity shares of Rs. 10/- each fully paid up and 175000 equity shares partly paid up.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely, Mr. I V S Suryanarayana Raju retires by rotation and is eligible for re-appointment. Your Board recommends the re-appointment of the Director.

During the year, Mr. Hemraj Baid, Mr. K. Ravi Kumar and Mr. K. Praveen Nair were appointed as Additional Directors to hold office up to the date of ensuring annual general meeting. In view of versatile experiences held by them, your directors recommend their appointment.

BRIEF PROFILE OF MR. HEMRAJ BAID:

Name Mr. Hemraj Baid

Date of Birth 10/04/1965

Date of Appointment 09/08/2013

Qualifications B.com, FCS, LLB

No. of Shares held in the Company 64,700

Directorships held in other companies (excluding private limited and foreign 2 companies)

BRIEF PROFILE OF MR. K. RAVI KUMAR:

Name Mr. K. Ravi Kumar

Date of Birth 15/08/1954

Date of Appointment 09/08/2013

Qualifications B.Com, CA, ACS, OCP

No. of Shares held in the Company Nil

Directorships held in other companies 2 (excluding private limited and foreign companies)

BRIEF PROFILE OF MR. K. PRAVEEN NAIR:

Name Mr. K. Praveen Nair

Date of Birth 17/03/1973

Date of Appointment 09/08/2013

Qualifications Diploma in Electronics

No. of Shares held in the Company Nil

Directorships held in other companies 2 (excluding private limited and foreign companies)

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration to this effect is given in Annexure.

AUDITORS:

M/s. Hari Babu & Associates, Chartered Accountants, Hyderabad, will retire as auditors of the company at the ensuing Annual General Meeting and being eligible have expressed their willingness for reappointment. Your directors propose the appointment of M/s. Hari Babu & Associates as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGMENTS:

Your directors would like to express their appreciation for assistance and co- operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, P. Maheshwaran Nair, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the Company and have adhered to the provisions of the same.

For and on behalf of the Board

Response Informatics Limited

Sd/-

Place: Hyderabad P. M. Nair

Date:03.09.2013 Director

---

Mar 31, 2012

We have pleasure in presenting the 15th Annual Report with Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS:

(Amt. in Rs.)

Particulars 2011-2012 2010-11

Income 15,35,203 11,10,255

Expenditure 8,16,307 16,28,120

Profit before Tax 7,18,896 -5,17,865

Provision for Taxation -40,410 0

Profit after Taxes 7,59,306 -5,17,865

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Calcutta Stock Exchange Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 8,00,00,000 divided into 80,00,000 shares of Rs. 10/- each and the paid up capital of the company stands at Rs. 5,96,28,000 divided into 5875300 equity shares of Rs. 10/- each fully paid up and 175000 Equity Shares partly paid up.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. P. Maheswaran Nair retires by rotation and is eligible for re-appointment. Your Board recommends the re-appointment of the Director.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration to this effect is given in Annexure.

AUDITORS:

M/s. Hari Babu & Associates, Chartered Accountants, Hyderabad, will retire as auditors of the company at the ensuing Annual General Meeting and being eligible have expressed their willingness for reappointment. Your directors propose the appointment of M/s. Hari Babu & Associates as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGMENTS:

Your directors would like to express their appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, P. Maheshwaran Nair, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the Company and have adhered to the provisions of

For and on behalf of the Board

Response Informatics Limited

Place: Hyderabad Sd/-

Date: 03.09.2012 P. M. Nair

Director

---

Mar 31, 2011

We have pleasure in presenting the 14th Annual Report with Audited Statements of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS:

(Amt. in Rs.)

Particulars 2010-11 2009-10

Income 11,10,255 13,99,931

Expenditure 16,28,120 131,48,43

Profit before Tax -5,17,865 85,088

Provision for Taxation 0 41,570

Profit after Taxes -5,17,865 12,76,852

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Calcutta Stock Exchange Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 8,00,00,000 divided into 80,00,000 shares of Rs. 10/- each and the paid up capital of the company stands at Rs. 5,96,28,000 divided into 59,62,800 equity shares of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s assets have been adequately insured against major risks.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. K. Subba Rao retires by rotation and is eligible for re- appointment. Your Board recommends the re-appointment of the Director.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration to this effect is given in Annexure.

AUDITORS:

M/s. Hari Babu & Associates, Chartered Accountants, Hyderabad, will retire as auditors of the company at the ensuing Annual General Meeting and being eligible have expressed their willingness for reappointment. Your directors propose the appointment of M/s. Hari Babu & Associates as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGMENTS:

Your directors would like to express their appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, P. Maheshwaran Nair, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the Company and have adhered to the provisions of the same.

For and on behalf of the Board

Response Informatics Limited

Place: Hyderabad Sd/-

Date: 04.09.2011 P. Maheshwaran Nair

Director