Provisions involving substantial degree of estimationin measurement are recognized when there is apresent obligation as a result of past events and itis probable that there will be an outflow of resourcesembodying economic benefits in respect of which areliable estimate can be made.
Provisions are discounted if the effect of the timevalue of money is material, using pre-tax ratesthat reflects the risks specific to the liability. Whendiscounting is used, an increase in the provisions dueto the passage of time is recognized as finance cost.Insurance claims are accounted on the basis ofclaims admitted or expected to be admitted andto the extent that the amount recoverable can bemeasured reliably and it is reasonable to expectultimate collection. Any subsequent change in therecoverability is provided for.
A provision for onerous & other contractualobligations are measured at the present value of thelower of the expected cost of terminating the contractand expected net cost of continuing with the contractconsidering the incremental cost of fulfilling theobligations.
Contingent liability is a possible obligation arisingfrom past events and whose existence will beconfirmed only by the occurrence or non-occurrenceof one or more uncertain future events not whollywithin the control of the Company or a presentobligation that arises from past events but is notrecognized because it is not probable that an outflowof resources embodying economic benefits will berequired to settle the obligation or the amount ofthe obligation cannot be measured with sufficientreliability. The Company does not recognize suchliability and only discloses the same in the financialstatements.
Contingent asset is not recognized in thefinancial statements as it may result in therecognition of income that may never be realized.Provisions, contingent liabilities and contingentassets are reviewed at each Balance Sheet date.
The Company’s business operation comprises ofsingle operating segment viz., Software and relatedsolutions. The operating segment has been identifiedon the basis of nature of products and reported ina manner consistent with the internal reportingprovided to Chief Operating Decision Maker.
The preparation of the financial statements requiresmanagement to make judgments, estimates andassumptions that affect the reported amounts of revenues,expenses, assets and liabilities and the accompanyingdisclosures, and the disclosure of contingent liabilities.Actual results could vary from these estimates. The estimatesand underlying assumptions are reviewed on an on-goingbasis. Revisions to estimates are recognized prospectively.
Information about judgments made in applying accountingpolicies that have the material effects on the amountsrecognized in the financial statements is included in thefollowing notes:
The Company exercises judgments in determiningwhether the performance obligation is satisfied at a pointin time or over a period of time.
The Company applies the percentage of completionmethod using the input (cost expended) method tomeasure progress towards completion in respect of fixedprice contracts, which are performed over a period oftime. The Company exercises judgment to estimate thefuture cost-to-completion of the contracts which is usedto determine the degree of completion of the performanceobligation.
The Company’s contracts with customers could includepromises to transfer multiple products and servicesto a customer. The Company assesses the products/services promised in the contract and identifies distinctperformance obligations in the contract. Identificationof distinct performance obligation involves judgment todetermine the deliverables and the ability of the customerto benefit independently from such deliverables. Judgmentis also required to determine the transaction price for thecontract.
The Company uses judgment to determine an appropriatestandalone selling price for a performance obligation.
The Company allocates the transaction price to eachperformance obligation on the basis of the relative
standalone selling price of each distinct product or servicepromised in the contract. Where standalone selling price isnot observable, the Company uses the expected cost-plusmargin approach to allocate the transaction price to eachdistinct performance obligation. Provision for estimatedlosses, if any, on uncompleted contracts are recorded inthe period in which such losses become probable basedon the expected contract estimates at the reporting date.
The cost of the defined benefit plan and other long¬term benefits, and the present value of such obligationare determined by the independent actuarial valuer. Anactuarial valuation involves making various assumptionsthat may differ from actual developments in future.Management believes that the assumptions used by theactuary in determination of the discount rate, future salaryincreases, mortality rates and attrition rates are reasonable.Due to the complexities involved in the valuation andits long-term nature, this obligation is highly sensitiveto changes in these assumptions. All assumptions arereviewed at each reporting date.
Calculations of income taxes for the current period aredone based on applicable tax laws and management’sjudgment by evaluating positions taken in tax returns andinterpretations of relevant provisions of law and applicablejudicial precedents.
Significant management judgment is exercised byreviewing the deferred tax assets, including MAT creditentitlement, at each reporting date to determine theamount of deferred tax assets that can be retained/recognized, based upon the likely timing and the levelof future taxable profits together with future tax planningstrategies.
The residual values and estimated useful life of PPEs andintangible assets are assessed by the technical team ateach reporting date by taking into account the nature ofasset, the estimated usage of the asset, the operatingcondition of the asset, past history. Upon review, themanagement accepts the assigned useful life and residualvalue for computation of depreciation/amortization/impairment.
Significant management judgment is exercised indetermining the lease term as non-cancellable term of thelease, together with any periods covered by an option toextend the lease if it is reasonably certain to be exercised,or any periods covered by an option to terminate thelease, if it is reasonably certain not to be exercised, byconsidering all relevant factors that create an economicincentive for it to exercise either the renewal or termination.
Significant management judgment is exercised in
identifying an intangible asset and estimating its usefullife, which is based on a number of factors includingthe effects of obsolescence, demand, competition andother economic factors and the level of maintenanceexpenditures required to obtain the expected future cashflows from such asset. Amortization methods and usefullives are reviewed at each financial year end.
determining whether the investment in subsidiaries areimpaired or not is on the basis of its nature of long-termstrategic investments and business projections.
The impairment for trade receivables/unbilled licenses/ unbilled services/loans and other receivables are donebased on assumptions about risk of default and expectedloss rates. The assumptions, selection of inputs forcalculation of impairment are based on managementjudgment considering the past history, market conditionsand forward-looking estimates at the end of each reportingdate.
The impairment of non-financial assets is determinedbased on estimation of recoverable amount of such assets.The assumptions used in computing the recoverableamount are based on management judgment consideringthe timing of future cash flows, discount rates and the risksspecific to the asset.
When the fair values of financial assets and financialliabilities could not be measured based on quoted pricesin active markets, management uses valuation techniquesincluding the Discounted Cash Flow (DCF) model, to
determine its fair value. The inputs to these models aretaken from observable markets where possible, but wherethis is not feasible, a degree of judgment is exercised inestablishing fair values. Judgments include considerationsof inputs such as liquidity risk, credit risk and volatility.
The timing of recognition requires application of judgmentto existing facts and circumstances that may be subject tochange. The litigations and claims to which the Companyis exposed are assessed by the management and incertain cases with the support of external experts. Theamounts are determined by discounting the expectedfuture cash flows at a pre-tax rate that reflects the currentmarket assessments of the time value of money and therisks specific to the liability.
Management judgment is exercised for estimatingthe possible outflow of resources, if any, in respect ofcontingencies/claims/litigations against the Company as itis not possible to predict the outcome of pending matterswith accuracy.
The Company initially measures the stock options grantedto the employees, using a fair value model. This requiresdetermination of the most appropriate valuation model,which is dependent on the terms and conditions of thegrant. This estimate also requires determination of themost appropriate inputs to the valuation model includingvolatility, dividend yield and making assumptions.
Represents excess of share application money received over par value of shares and includes employee stock compensation costsaccrued, to the extent they are exercised.
Represents the fair value on grant date of the outstanding options issued to employees under various employees stock optionschemes of the Company.
Retained earnings
Represents that portion of the net income/(loss) of the Company.
Exchange differences relating to the translation of the results and net assets of the Company’s foreign operationsfrom their functional currencies to the Company’s presentation currency (i.e., Currency Units) are recognized directly in othercomprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulatedin the foreign currency translation reserve will be reclassified to profit or loss on the disposal of the foreign operation.
The Company has opted to recognize the changes in the fair value of certain investments in equity instruments and remeasurementof defined benefit obligations in OCI. The Company transfers amounts from this reserve to retained earnings in case of actuarial loss/gain and in case of fair value recognition of equity instrument, the same will be transferred when the respective equity instrumentsare derecognized.
The Company had availed borrowing facilities from Axis Bank Limited, Kotak Mahindra Bank Limited (previous year from Axis BankLimited, IDBI Bank Limited, Kotak Mahindra Bank Limited), which have been repaid during the year. The borrowings were in theform of Term Loan, Packing Credit in Foreign Currency (PCFC), Working Capital Demand Loan (WCDL) and Cash Credit. Theinterest rates on the borrowings during the year from Banks, ranged from 795% p.a. to 9.65% p.a. (PY 6.47% p.a. to 9.40% p.a.).
The borrowings as at the end of current and previous year were Nil.
Loans from Banks, secured
a. Borrowing facilities from Axis Bank Limited, ICICI Bank Limited and Kotak Mahindra Bank Limited are secured by pari-passufirst charge on the current assets, both present and future of the Company (Borrowing facilities for the previous year from AxisBank Limited are secured by pari-passu first charge on the current assets, both present and future of the Company. Borrowingfacilities for the previous year from IDBI Bank Limited are secured by pari-passu first charge on the receivables (i.e., tradereceivables, both current and non-current), both present and future of the Company).
b. With respect to the borrowings from banks on the basis of security, the periodical returns/statements filed by the Company withbanks are in agreement with the books of accounts.
The Company has adopted Ind AS 116 “Leases” with the date of initial application being April 01, 2019, using the modifiedretrospective approach. The Company has lease contracts for various items of Building, Land and Office equipments used in itsoperations. There are several lease contracts that include extension and termination options and variable lease payments.
The Company derives revenue from Software Solutions & Services. The accounting policies are mentioned in note no.6.a
1. Remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of transaction price yet to be recognized asat the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue.Remaining performance obligation estimates are subject to change and are affected by various factors including termination,changes in scope of contracts, adjustments for revenue that are not materialized and adjustments for currency.Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the following:
a) the remaining performance obligations for contracts where revenue recognized corresponds directly with the value to thecustomer of the entity’s performance completed to date including time and material, support service andsubscription contracts and
b) the remaining performance obligations in respect of other contracts, since those performance obligations have an originalexpected duration of one year or less in most of the cases.
2. During the year ended March 31, the Company recognized revenue of Rs. 19772 Mln. (PY Rs. 21758 Mln.) arising fromopening unearned revenue of Rs. 264.78 Mln. (PY Rs. 268.79 Mln.) as at April 01.
3. During the year ended March 31, the Company recognized revenue of Rs. 11.01 Mln. (PY Rs. 1.46 Mln.) arising from advancefrom customers out of the opening advances of Rs. 21.52 Mln. (PY Rs. 11.97 Mln.) as at April 01.
4. Considering the form of engagement with customers and very strong inter despondencies between Parent and Subsidiaries,it is more appropriate for us to disclose the revenue from software services from fixed-price and time-and-material contracts atconsolidated level. The percentage of revenue from software services from fixed-price contracts was 77% and 73% for eachof the year ended March 31,2025 and March 31,2024, respectively, at a consolidated basis.
‘Further to the appeal filed, CESTAT has adjudicated the case by
a) set aside the penalty imposed in the Order in Original
b) remanded the main issue to the Jurisdictional Assistant Commissioner as to the eligibility of CENVAT credit in the light ofdocumentary evidences produced by us and also in the light of final orders of the CESTAT for the previous period on similarissues.
Note: The Company is engaged in development of software products, which are marketed by the Company and itsoverseas subsidiaries. The intellectual property rights are held by the Company. There are in-built warranties for performance andsupport. Claims which may arise out of these are not quantifiable and hence not provided for.
The Company has undertaken to provide continued financial support to its subsidiaries, Ramco Systems Pte. Ltd., Singapore,Ramco Systems Australia Pty Ltd., Australia, Ramco Systems Sdn. Bhd., Malaysia, Ramco Systems FZ-LLC, Dubai and RamcoSystem Vietnam Company Limited, Vietnam for their operations and have also undertaken to ensure the going concern status ofabove subsidiaries and also that of Ramco Systems Sdn. Bhd., Malaysia and Ramco Systems Australia Pty Ltd., Australia withrespect to debt dues, if any, to Ramco Systems Ltd., Switzerland.
The Board of Directors has constituted a Risk Management committee, with responsibility including, formulation, monitoringand review of risk management policy, identification of risk mitigation measures and establishment of business continuity plan.The Company has already developed and implemented a risk management policy. The risk management systems are reviewedperiodically. The Internal Audit reviews the risk management controls & procedures and reports to the Audit Committee.
The Company’s financial risks comprise of market risk, credit risk and liquidity risk.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in marketprices. Market risk comprises of two types of risk: interest rate risk and foreign currency risk.
The Company has borrowed debt at variable rates to finance its operations, which exposes it to interest rate risk. TheCompany's interest rate risk management planning includes achieving the lowest possible cost of debt financing, whilemanaging volatility of interest rates, applying a prudent mix of fixed and floating debt. Interest rate risk exposure on the averageborrowing for the year:
The Company has the following strategy to mitigate the risk of changes in exchange rates on foreign currency exposures:
a. Availment of packing credit in foreign currency (PCFC), including entering into cross currency forward contracts in equivalentUSD where the exposures are in other currencies. The exposure is Nil for both March 31,2025 and March 31,2024.
b. Entering into forward contracts which are not covered by PCFC, for such quantum as considered appropriate.
The Company is exposed to equity price risks arising from equity investments. Company's equity investments are primarily in itssubsidiaries which are held for strategic rather than trading purposes.
Credit risk is the risk of financial loss to the Company, if the customer or counter party to the financial instruments or supplierfail to meet its contractual obligations and arises principally from the Company’s receivables and treasury operations.Customer credit risk is managed by Company’s established policy, procedures and control relating to customer credit riskmanagement. Outstanding customer receivables and unbilled revenues are regularly monitored and the Company createsa provision based on expected credit loss model.
B.1 Trade receivables, unbilled revenues and advance to suppliers and service providers
(i) Trade receivables
Trade receivables of the Company include a) dues from its overseas subsidiaries amounting to 52% as at March 31,2025 (64% as at March 31, 2024), of total trade receivables which are risk free and b) dues from others which areexposed to credit risk. The number of external customers (excluding subsidiaries) and the percentage they owed exceeding Rs.5.00 Mln. individually, out of the outstanding as at March 31,2025, were 10 and 62% respectively (12 and 60% as at March 31,2024). External customers who accounted for more than 10% of the trade receivable from them, are two as at March 31,2025 (Nilas at March 31,2024).
The Company evaluates credit worthiness of each customer.
The Company tracks changes in credit risk of trade receivable using simplified approach as per Ind AS 109. The Company calculatesthe expected credit losses on trade receivables using a provision matrix on the basis of its historical credit loss experience.
Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy orfailing to engage in a repayment plan with the Company.
Where trade receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover thereceivable due. Where recoveries are made, these are recognized in profit and loss account.
Unbilled revenues (Unbilled licenses revenue grouped under financial asset and unbilled services revenue grouped under non¬financial assets i.e., other assets) of the Company are also exposed to risk in the event of the inability to bill the customer.
Number of external customers constituting more than 10% of the unbilled revenues in respect of them, is eight as at March 31,2025(four as at March 31,2024).
The Company calculates the expected credit losses using simplified approach as per Ind AS 109, on the basis of its historical creditloss experience.
Advance to suppliers and service providers are also exposed to risk in the event of inability to adjust such advances from theirbilling or otherwise recover the same.
Investments of surplus funds are made only with approved counterparties. The Company is exposed to counter party risk relatingto deposits with banks and investments in mutual funds. The Company places its cash equivalents based on the creditworthinessof the financial institutions.
There are fixed deposits and investment in mutual fund as at the end of current year (PY Nil).
Liquidity risks are those risks that the Company will not be able to settle or meet its obligations on time or at reasonable price. Inthe management of liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate bythe management to finance the Company’s operations and to mitigate the effects of fluctuations in cash flows. Due to the dynamicnature of the underlying business, the Company aims at maintaining flexibility in funding by keeping the credit lines available.
The entire proceeds of Preferential Issue 2022 were utilized towards objects of the issue and unutilized balance is Nil.
a. The Company’s shares are listed on BSE Limited and The National Stock Exchange of India Limited. In line with the provisionsof the listing agreement with the stock exchanges, the listing fee for the FY 2024-25 have been paid to the BSE Limited andThe National Stock Exchange of India Limited.
b. Figures for the previous year have been regrouped/restated wherever necessary to make them comparable with the figuresfor the current year.
As per our report annexed
For M S JAGANNATHAN & N KRISHNASWAMI P R VENKETRAMA RAJA R RAVI KULA CHANDRAN
Chartered Accountants Chairman Chief Financial Officer
Firm Registration No.: 001208S (DIN:00331406)
S SRIVATSAN P V ABINAV RAMASUBRAMANIAM RAJA MITHUN V
Partner Managing Director Company Secretary
Membership No.: 021880 (DIN:07273249)
Place: Bengaluru JUSTICE P P S JANARTHANA RAJA (RETD.) Place: Chennai
Date: May 21, 2025 Director Date: May 21,2025
(DIN:06702871)