<dhhead.Directors' Report </dhhead.

To,

The Members,

M/s. Ramasigns Industries Limited

The Directors of the Company take pleasure in presenting their 44^th Annual Report together with the Annual Audited Financial Statements for the financial year ended March 31, 2024.

The summary of the Company's financial performance for the financial year 2023-24 as compared to the previous financial year 2022-23 is given below: (Amt. in lakhs)

The Company's business based on B2B market dealing with outdoor and indoor advertising. With stiff competition from unorganized sector and rising raw material costs for the industry, there are challenges in the business. However, despite of the challenges, theturnover of the Company stood as Rs. 1033.48 lakhs at the end of F.Y 2023-24 as compared to Rs. 2502.52 lakhs in the previous year F Y 2022-23. The Net Loss of Rs. 519.19 lakhs as compare to the Net Profit of Rs. 45.63 lakhs in the previous year.

In order to conserve resources of the Company, your Directors' do not recommend any dividend for the financial year ended March 31, 2024.

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

No amount is proposed to be transferred to the reserves for the financial year ended March 31, 2024.

During the financial year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

During the financial year under review, the Company has not accepted or renewed any deposits which are not in compliance with Chapter V of the Companies Act, 2013.

The Company has issued 72 Unsecured, Listed, Privately Placed, Redeemable Non-Convertible Debentures (NCDs) of Rs 10 Lakhs each, aggregating to Rs. 7.2 crores in the Financial Year 2021-22. The Debentures are listed on debt segment of BSE. The said Debentures are repayable over a period of 4 years in tranches and the Company has been regular in payment of the principal and interest thereon.

Company has made timely part payment of interest / Principal on 30/04/2023

Company has made timely part payment of interest / Principal on 31/05/2023

Company has made timely part payment of interest / Principal on 30/06/2023

Company has made timely part payment of interest / Principal on 31/10/2023

Company has made timely part payment of interest / Principal on 30/11/2023

Company has made timely part payment of interest / Principal on 31/12/2024

Company has made timely part payment of interest / Principal on 31/01/2024

Company has made timely part payment of interest / Principal on 31/03/2024

The Company has obtained Credit Rating for its listed Non-Convertible Debentures (NCD) from Care Edge Rating

Limited. The last rating reaffirmed was "D" (Stable) for the NCD for the financial year 2023- 2024.

The Company has continued the OD facility and working capital term loan ICICI Bank and secured commercial vehicle loan from Cholamandalam Investment And Finance Company Limited.

Mr. Deepak Janu Pendhari (DIN: 08948584) ,Director retires by rotation and being eligible offers himself for reappointment.

Ms. Anita Gupta resigned from the post of Company Secretary & Compliance Officer w.e.f. 27.05.2024 & Mr. Nitesh Sagwaliya appointed as Company Secretary & Compliance Officer w.e.f. 27.07.2024.

Mr. Vishal Parshottam Waghela, resigned from the post Chief Financial Officer w.e.f. 31^st August,2024. Mr. Taranveer Singh Dhingra (DIN: 09363227) Director of the Company has resigned w.e.f 11.06.2024. Ms. Sunanda Prashant Shah ( DIN:- 10728175) appointed as Independent Director w.e.f. 02.08.2024.

There has been change in the constitution of Board of Director during the year 2023-24.

1. Mr. Uday Anant Sawant (DIN: 08189082) was appointed as an Additional Director of the Company w.e.f. 22^nd March, 2024.

2. Mrs. Kavita Sandeep Pawar (DIN: 02717275) was appointed as an Additional Director of the Company w.e.f. 22^nd March, 2024.

3. Mr. Jayesh Vinod Shah, Independent Director resigned w.e.f. 11^th November,2023.

4. Ms. Bijal Jatin javeri, Independent Director retired w.e.f. 30^th September,2023.

5. Mr. Sursari Sagar Dwivedi Independent Director resigned w.e.f. 23^rd January,2024

6. Mrs. Suruchi Arjaria Independent Director resigned w.e.f. 22^nd January,2024

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and Individual Directors. The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters,such as Board composition and structure, effectiveness of the Board, participation at meetings, domain knowledge, awareness and observance of governance, etc. Further, the Company has put in place an induction and familiarization programs for all its Directors including the Independent Directors.

The familiarization program for Independent Directors in terms of provision of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the company i.e. www.Ramasigns.in.

The Board of Directors met 8 (Eight) times during the year. For further details, please refer to Corporate Governance Report, which forms part of this Annual Report.

All Independent Directors have submitted the declaration of Independence as required under Section 149 of the Companies Act,2013 confirming that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 andRegulation16(1)(b) of Listing Regulations.

The Board of Directors decides the criterion for the appointment of a new director on the Board from time to time; the criteria may include candidate's area of expertise, industry experience, age, professional background and such other things.

As per criteria, the Nomination & Remuneration Committee shortlists the candidate and after understanding the competence, availability of the candidate etc, it recommends such candidate for appointment to the Board. Remuneration policy of the Company is placed on the website of the Company i.e. www. Ramasigns.in.

The Report on Corporate Governance and Management Discussion and Analysis for the year under review, forms an integral part of this Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

The Company has a paid-up capital of Rs. 14.275 crores as on 31^st March 2024 consisting of 2,85,50,000 equity shares of Rs. 5 each. The Company has not bought back any securities or issued any Sweat Equity shares or bonus shares or provided any stock option scheme to employees during the year under review.

. Statutory Auditors

M/s R. Mehta & Associates (Firm Registration Number: 143992W) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing 43^rd AGM till the conclusion of the 48^th AGM to be held in theyear 2028 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Board of Directors had appointed S G & Associates, Company Secretary in Practiceto undertake the Secretarial Audit of the Company for the financial year 2023-2024. The Report of the Secretarial Auditor is annexed herewith as Annexure I and forms an integral part of this Report. With regards to comments regarding the penaltiesimposed, the Company has paid the necessary undisputed amount to the Stock Exchanges.

M/s R. Mehta & Co., Chartered Accountants, FRN. NO. 143992W, have issued Audit report with modified opinion on standalone audited financial result for the quarter and year ended 31^st March, 2024.

The Company has changed its registered office within the local limits from its present location from Vimala Bhavan, Unit No.3, Ground Floor, Walbhat Road, Sharma Industrial Estate, Goregaon (East), Mumbai - 400063 to new Registered Office at Gala No 62, 64, 65, Ground Floor, Building No 5, New Ashirwad Industrial Premises Co.op Society Limited, Ram mandir Road, Goregaon (West), Mumbai - 400104. with effect from 02^nd August, 2024.

There were no foreign exchange earnings during the year.

There was no foreign exchange outflow during the year.

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31^st March, 2024.

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy and the same is also posted on the website of the Company.

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employee have confirmed compliance with the Code.

The Company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.The Company has 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.

During the financial year 2023-24, no cases in the nature of sexual harassment were reported at our workplace of the company.

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to company's policy, safeguarding of its assets, Prevention detection fraud and error etc.

No Fraud reported/observed in Audit Report during the financial year 2023-24.

Requirements for Appointment of Cost Auditors are not applicable to the company.

The Company's equity shares are listed at BSE Limited vide scrip code 515127 and the Annual Listing Fees for the year 2023-2024 has been paid.

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Shareholders issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

One of the Operational Creditors (QREX Flex Private Limited) has filed an application under section 9 of the Insolvency & Bankruptcy Code, 2016 against the company, claiming an amount of Rs. 2.20 crores. However the company has disputes with the said vendor and has contested the dues payable. The company will take necessary steps to protect its interest and defend its case before the Hon'ble Adjudicating Authority.

One of the Operational Creditor (Elite Industries) has filed an application under section 9 of Insolvency & Bankruptcy Code, 2016 against the company, claiming an amount of Rs. 1.13 Crores. However the company has contested the dues payable. The company had given intimation regarding the same to stock Exchange on 27.07.2022. The matter has been disposed of by NCLT Mumbai bench on 05.06.2023 pertaining to Settlement Agreement amounting to Rs. 70,00,000/- between the Company and the Operational Creditor.

? The Company has paid remuneration to its Managing Director/ Director during the year as per provisions pertaining to Appointment and Remuneration of Managerial Personnel under the Schedule V to the Companies Act, 2013.

The Directors express their sincere gratitude to various Government Agencies, Bombay Stock Exchange, Registrar of Companies,Depositories and the bankers of the company for their ongoing support.

The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and employees of the Company.