The Board of Directors of the Company hereby have pleasure in presenting the 21“ Annual Report and
the audited .Annual Accounts on the business and operations of the Comp am for the year ended March
31,2025 (‘Near under rcvicw’V^FY 24-25").

FINANCIAL HIGHLIGHTS

Your Company's financial performance for the year under review is summarized below:

STATE OF THE COMPANY'S AFFAIRS

During the year under review, the Company recorded Turnover of INR 4175.80 Millions on a

standalone basis.

as against INR 3718.77 Millions in die previous Financial Year 2023-24 (FY 23-24*). The profit before
tax (PBT) was INR 745 72 Millions in FY 24-25 as against INR 357.73 Millions in FY 23-24. The
Company reported bost-in-class profit after tax (PAT) margin of 13.24% and the PAT stood at INR
552.93 Millions during FY 24-25.

DIVIDEND

The Company has not declared any dividend during the financial year 2024-25

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 there was no div idend
declared in the previous years.

TRANSFER TO RESERVE

The Board has decided to retain the entire profit for the financial year 2024-25 in the Surplus account
under 'Reserves and Surplus*. No amount has been transferred to the General Reserve

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review, there were 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, except for the
Company's successful listing on National Slock Exchange on July 2.2025.

The listing marks a significant milestone tn the Company's journey, enhancing its visibility and access to
cupitul markets. However, this event does not materially affect the financial results of the Company for
the year under review

CAPITAL STRUCTURE OF THE COMPANY

During the financial year, the Company increased its authorised share capital from Rs. 800 million to Rs.
1,500 millioa

Following this, the Company allotted 92,80,000 bonus equit\ shares of -510 each, amounting to
79.28.00,000.

Additionally. 63.349 equity shares were issued upon conversion of a loan amounting to 71.40.00,000.

As a result, the paid-up share capital of the Company as at the end of the financial year stood at 7950.33
lakhs, comprising 95.03.349 equity shares of 710 each.

CHANCES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, following changes took place in the Directors and Key Managerial
Personnel of the Company:

Resignation:

Shri Ratan Maheshvvari has resigned with effect from 08/08/2024
Appointments:

• Miss. Simran Lakhotia has been appointed as Whole Time Director with effect from 10th April,
2024

• Shree Kant Lakhotia has been appointed as the Independent Director with effect from 08
August, 2C24

• Miss. Gargi Singh has been appointed as the Independent Director with effect from 08 October,

2024

• Mr Chandan Ambaly has been appointed as the Independent Director with effect from 08^th
October, 2024

• Mr. Hirak Ghosh has been appointed as the Independent Director with effect from nth

November, 2024

• Miss. Nidhi Sharma has been appointed as the Company Secretary of the Company with effect
from 21^R December 2024

• Mr. Sujay Das has been appointed as the Chief Financial Officer of the Company with effect
from 3rd March. 2025 in place of Ms. Simran Lakhotia who resigned with effect from 3^rd March,

2025

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES
The Board of Directors had. in their meeting held on Monday, November 11.2024. proposed the Initial
Public Offer of not exceeding 36,96.000 (Thirty Six Lakh Ninety Six Thousand only) equity shares at
such price as may be decided by the Board of Directors in consultation with the Lead Manager. The
Members of vour Company had also approved the proposal ol' die Board of Directors m their Extra¬
ordinary General Meeting held on Friday, 6^,h December, 2024.

Pursuant to die authority granted by the Members of the Company, die Board of Directors had appointed
Affinity Global Capital Market Private limited as Book running Lead Manager and Cameo
Corporate Services Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public
Issue.

Your Compans had applied to National Stock Exchange of India Limited ("NSE") for in-principal
approval for listing its equity shares on the Emerge Platform of the NSE. National Slock Exchange of
India Limited has. \ide its letter dated. March 21, 2025. granted it's Lti- Principal Approval to the
Company

I he Draft Red Herring Prospectus has been approved by our Board pursuant to a resolution passed on
11th November, 2024

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with reference to Financial Statements
During the year under review, such controls were tested and no reportable material weakness in the
design or operation was observed

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR
REPORTS:

There are no qualifications, reservations or adverse remarks made by the Auditors in their report Hie
provisions relating to submission of Secretarial Audit Report is not applicable to the Company

PARTICULARS OF EMPLOYEES:

The Total employees of the

The ratio of the remuneration of each director to the median of employees’ remuneration as per Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as “Anncxuro-A/'

NUMBER01' BOARD MEETINGS &. ATTENDANCE

During the financial year 2024-25. 14 (Fourteen) meetings of the Board of Directors of the Company
were held, as per the details provided in the Corporate Governance Report forming part of Annual
Report.

CONS rUT TlON OF COMMITTEES AND 11 S MIT 11NGS
Composition of Audit Committee & it's Meeting

The. Audit Committee has been constituted on 11 November. 2024 The first meeting of the committee
was held on 13th January. 2025

Composition of Stakeholder Relationship Committee & it's Meeting

The Stakeholder Relationship Committee has been constituted on U^te November. 2024 The first
meeting of the committee was held on 13th January. 2025

Constitution of Nomination and remuneration committee and ir*s meeting

The Nomination and Remuneration Committee has been constituted on 11^u* November. 2024

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm
that.

a) In the preparation of the annual accounts for the year ended March 31, 2075 the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been followed
and there are no material departures from the same.

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 of March 31, 2024 and of the profit ofthe 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 the Companies Act, 2013 for safeguarding the assets of

the company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls for the Company which are adequate and
are operating effectively; and

0 The directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and ope'ating effectively. This has been done by identifying
significant laws that are applicable to the Company.

DEPOSITS

The company has no deposits during the year under review

DETAILS IN RESPECT OF REPORT BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143
During the year under review, there have been no frauds reported bv the statutory auditors under
subsection 02) of Section 143 of the Companies Act, 2013

DECORATION BY INDEPENDENT DIRECTOR

Declarations pursuant to the Sections 164(2) and 149(6) of die Companies Act. 2013 has been received
from all the independent directors and their names has been registered with the Independent Director's
Data Bank. In Lhe opinion of the Board, die Independent DireclOTS hold highest standard of integrity and
possess the requisite qualifications, experience, expertise, and proficiency.

WEB LINK OF ANNUAL RETURN

As required under the Section 134 of the Companies Act, 2013, a copy of Annual Return (referred lo in
Section 92(3) of the Act) for the Financial Year 2023-24. has been placed al the Company’s website in
the following URL www ramateIecom.net

PARTICULARS OF LOAN. INVESTMENTS OR GURANTEES UNDER SECTION 18b
The Company has not given/made tiny loans, guarantees and inv estments pursuant to die Section 186 of
the Act during the year under review

EVALUATION OF THE BOARD'S PERFORMANCE. COMMITTEE. AND INDIVIDUAL
DIRECTORS

Pursuant lo the provisions of the Companies Act, 2013, die requirement for formal evaluation of the
performance of the Board of Directors, its Committees, and individual directors is not applicable to the

Company.

STATUTORY AUDITOR

During the year under review. M/S. Agrawal Lma Shankar & Co. Chartered Accountants. (FRN-
326700E) was appointed on Board Meeting held on 9^th April. 2024 to fill the casual vacancy caused by
the resignation ofM/s Deepak Agarwal Associates, Chartered Accountant.

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder
(hereinafter referred to as “The AcT), the Company al its 20^,h Annual General Meeting(AGM’) held on
30^th September,2024 approved the appoiniment of M/s Agarwal Uma Shankar & Co.. Chartered
Accountants. Kolkata as Statutory Auditor for a period of 5 years commencing from die conclusion of
20* AGM till die conclusion of the 25^,h AGM lo be held in the year 202

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year ended March 31, 2025,
were on an ami's length basis and were in the ordinary course of business Therefore, the provisions of
Section 188 of the Companies Act. 2013 were not attracted

However, there are no materially significant related party transactions dunng the financial year made by
the Company, thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related parties for Lhe financial year is given in Note no. 20
to the Balance Sheet

DETAILS OF SUBSIDIARY. JOINT VENTURE. OR ASSOCIATE

The company had no Holding. Subsidiary. Joint Venture or associate during the year under review

NOMINATION AND REMUNERATION POLICY
Nomination and Remuneration is annexed as 'Annexure-B'

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Company was not obliged to make any CSR contribution under
section 135 of the Companies Act, 2013.

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

Conservation of energy is of utmost significance to the Company. Operations of the Company are not
energy intensive. However, every effort is made to ensure optimum use of energy by using energy-
efficient computers, processes and other office equipment Constant efforts are made through regular/
preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of
energy.

The Company is continuously making efforts for induction of innovative technologies and techniques
required for the business activities.

•Steps taken by company for utilizing alternate sources of energy: NIL
•Capital investment on energy conservation equipment's: NIL

B. Foreign Exchange earnings and Outgo Section I34(3)(mj recta with Rule 8(3) fC) of Companies
(Account) Rules, 2014

INTERNAL AUDITOR

During the y ear under review, the company has not appointed any internal auditor under Section 138 of
Companies Act 2013

SECRETARIAL AUDITOR

During the year under review, the company has noi appointed any SecretariaJ Auditor under Section 203
of Companies Act. 2013 due to non-applicability

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

The Company has adopted a policy lor prevention of sexual harassment at the workplace, in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and
Redressal) Act 2013 ("POSH Act"). An Internal Complaints Committee (“ICC⁷') hits been duly
constituted as per the provisions of ihe POSH Act to redress complaims regarding sexual harassment at
the workplace

During the financial year under reviev\, the Company has complied with all the provisions of the POSH
Act and the rules framed thereunder, further details are as follow:

CHANGE IN THE NATURE OF BUSINESS OR STATUS OF THE COMPANY
During the year under review, the Company was converted from a Private Limited Company to a
Public Limited Company pursuant to the approval of shareholders. Accordingly, the name of the
Company has changed from Ramu Telecom Private Limited to Rama Telecom Limited

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1%1.
and has extended all siamtory benefits to eligible women employees during the year

ESTABLISHMENT OF VIGIL MECHANISM OR WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meeting of Board and it powers) Rules, 20N, the Company has adopted Whistle Blower
Policy/Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual
or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against
victimization of directors /employ ees w ho avail of llie Mechanism

BORROWING UNDER SECTION IB0

During tho year under review, the borrow ing limit of the company was mcreased to Rs. 3500.00.000

GENERAL DISCLOSURES
During theyear.imder review;

(i) There has been no voluntary revision of financial Statements or Board's Report.

(ii) No significant and material orders were passed against the Company by any regulators, courts or
tribunal which impact Company's going concern status.

(in) Maintenance of cost records, as specified by the Central Government under section 148(1) of the

Companies Act, 2013 was not applicable to the Company. Hence, the provisions related to the
appointment of Cost Auditor are not applicable

(iv) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement
to disclose the details of application made or ary proceeding pending under the Insolvency and
Bankruptcy

Code. 2016 (31of 2016) during the year along with their status as at the end of the Financial Year is not
applicable.

(v) The requirement to disclose the details of difference between amount of the valuation done at the
time of onetime settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof, is not applicable.

APPRECIATIONS AND ACKNOWLEDGEMENT;

Your directors* wish to place on record their sincere appreciation for significant contributions made by
Lhe employees at all levels through their dedication, hard work and commitment during the year under
review.

The Board places on record its appreciation for the support and co-operation your Company has been
receiving from its suppliers, distributors, retailers, business partners and others associated with it as its
trading partners. Your Company looks upon them as partners in its progress and has shared with them
llie rewards of growth. It will be your Company's endeavor to build and nurture strong links with the
trade based on mutuality of benefits., respect, for and cQ-opsraiiQn with each other, consistent with
consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients. Vendors. Banks.

Government and Regulatory Authorities and Stock Exchanges, for their continued support

i^;|JR RAMA TELECOM LIMITED

Simrnn Lakhoua • Rnma Kanllakhotia

Dm-10586144 ‘ Dm- 0056717R

Designation- Whole-Time Director Designation-Managing Director

Place- Rotkats
Date 03 09.2025