Your Directors are pleased to present the Twenty Eighth Report of
the Board of Directors (“Board”) on the business and operations
of the Company (“Ramco Systems” or “Ramco” or “RSL” or
“Company”), together with the audited standalone and consolidated
financial statements for the year ended March 31,2025.

SUMMARY OF PERFORMANCE

In the financial year FY 2024-25, there was an increase in the
consolidated turnover of Rs. 5,913.42 Mln., as against previous
year’s turnover of Rs. 5,258.31 Mln. The consolidated Profit/
Loss) after tax for the FY 2024-25 was Rs. (342.48) Mln. as
against Rs. (2,419.32) Mln. for the previous year. The decrease

in loss was mainly due to increase in revenue by about 10% and
lower provision for doubtful debts and advances. Consequently,
the consolidated earnings per share improved to Rs. (9.35) for
the year, as against Rs. (68.51) for the previous year.

The standalone turnover stood at. Rs. 3,250.29 Mln. in the
FY 2024-25, as against previous year’s turnover of Rs. 2,741.77
Mln. The standalone Profit/(Loss) after tax for the FY 2024-25
was at Rs. (100.74) Mln. as against Rs. (1,131.70) Mln. for the
previous year. The standalone earnings per share improved to
Rs. (2.75) for the year, as against Rs. (32.05) for the previous
year.

The global order booking dipped during the year by about 25%
over the previous year, though the revenue improved by 10%.

FINANCIAL HIGHLIGHTS

Your Company’s financial highlights for the year ended March 31,2025 and March 31,2024 are as follows:

BUSINESS HIGHLIGHTS

In an era of constant change, transformation is imperative.
At Ramco, we enable businesses to modernize with purpose
by combining innovation with operational discipline. Our
solutions, powered by advanced technologies such as artificial
intelligence and machine learning, help organisations automate
processes, enhance productivity, and make smarter decisions
through actionable insights.

We continuously evolve our platforms to stay aligned with
emerging technology trends. By embracing modern software
architectures and scalable infrastructure, we ensure our
offerings remain agile, future-ready, and responsive to the needs
of a digital-first world. This focus on platform modernization

allows us to deliver intelligent, outcome-driven solutions that
accelerate enterprise transformation.

DIVIDEND AND APPROPRIATIONS

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, (hereinafter referred to as “SEBI LODR”) the Board
approved and adopted the Dividend Distribution Policy and the
same is available at the Company’s website, at the following
weblink: https://www.ramco.com/investor-relations/corporate-
governance/policies-and-codes.

Your Directors have not recommend any dividend for the FY 2024-25.
Hence no appropriations have been made to general reserves.

FUND RAISING/UTILISATION OF FUNDS

The Board in its Meeting held on December 22, 2022 had
approved Preferential Issue of Equity Shares and Warrants
Fully Convertible into Equity Shares each at a price of
Rs. 274, aggregating to Rs. 1,600 Mln. The Members approved
the same through Postal Ballot on January 21, 2023. The
required consideration of Rs. 1,300.00 Mln. was received from
the respective allotees and allotments of Equity Shares/Warrants

Fully Convertible into Equity Shares (“Warrants”) were made by
the Board on February 01,2023.

Consequent to the exercise of conversion option of Warrants
into equity shares by Mr. P R Venketrama Raja, Chairman and
receipt of balance consideration Rs. 300 Mln. on July 19, 2024,
1,459,854 equity shares were allotted to him on July 24, 2024.
Details are given below:

*Represents 25% of the total consideration received as upfront payment in respect of Warrants. Each Warrant, so allotted, is
convertible into one fully paid-up equity share of the Company having face value of Rs. 10 (Rupee Ten only) each in accordance
with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
on payment of the balance consideration by the Allottee pursuant to exercise of conversion option against each such Warrant,
within 18 months from the date of allotment of Warrants.

#Represents the balance 75% of the total consideration received upon the exercise of the conversion of warrants into equity shares.
The objects of the preferential issue and status of funds utilised are as given below:

Thus, the entire proceeds were fully utilised for the objects of the issue as on March 31,2025 and the unutilised proceeds are Nil.

ICRA Limited has been appointed as the Monitoring Agency for monitoring the utilisation of the proceeds and their report dated
May 05, 2025 confirming that the Issuer has fully utilized its entire proceeds towards the objects of the issue as on March 31,2025
was filed with stock exchanges.

CAPITAL STRUCTURE

During the year, the issued and paid up capital of the Company has increased upon the exercise of the conversion of warrants into
equity shares by Mr. P R Venketrama Raja, Chairman under the Preferential Issue 2022 and exercise of stock options by various
option grantees and allotment of shares pursuant to the same. The issued and subscribed capital of the Company stood at Rs.
376.32 Mln. and paid up capital stood at Rs. 373.18 Mln. as on March 31,2025 as against Rs. 35769 Mln. and Rs. 354.55 Mln.
respectively as at the end of the previous year. The Securities Premium has also increased to Rs. 8,429.52 Mln. from Rs. 7905.27
Mln. and other than these, the Company has not made any fresh issue of shares.

The number of shares and date on which such allotments were made by the Company are given below:

The shares so allotted rank pari-passu with the existing share capital of the Company.

Note: The Stakeholders Relationship Committee allotted 94,968 shares on March 17, 2025 to various option grantees and the
process of credit corporate action for these shares was completed on April 02, 2025.

DEPOSITORY SYSTEM

Your Company’s shares are in compulsorily tradable securities in electronic form. As on March 31,2025, 99.51% of the Company’s
total paid up shares are in dematerialised form. To avoid fraud/delicacy of shares, the Members holding shares in physical mode
are advised to demat the shares.

CREDIT RATING

During the year ICRA limited had revised the ratings in respect of bank facilities as belowr

The outlook on the long-term rating has changed from Negative to Stable.

Annual surveillance by ICRA Limited for the renewal of the
ratings in respect of the banking facilities is in progress. Pending
this, the ratings vide ICRAs letter dated September 05, 2024 as
given above are live.

The details of said rating is available at the Company’s website,
at the following weblink: https://www.ramco.com/hubfs/investor-
relations/Intimation-Of-Credit-Rating-05-09-2024.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of SEBI LODR, the
Management Discussion and Analysis (MDNA) Report is set
out in this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of amendment to Regulation 34 (2) (f) of SEBI LODR,
reporting of Business Responsibility and Sustainability Report

(BRSR) shall be mandatory for the top 1000 listed companies
(by market capitalisation).

As per the Market capitalisation list issued by BSE and NSE
as on December 31,2024, the Company falls in 1245^th position
in BSE and 1211^th Position in NSE. The BRSR includes
details on performance against the nine principles of the
National Guidelines on Responsible Business Conduct and
a report under each principle, which is divided into essential
and leadership indicators. Though the Company is not falling
under top 1000 companies, BRSR is being published as per
Regulation 3(2) of SEBI LODR which states that “the provisions
of SEBI LODR Regulations which become applicable to listed
entities on the basis of market capitalisation criteria, shall
continue to apply to such entities even if they fall below such
thresholds” and also a matter of good governance. Accordingly,
the BRSR is set out in this Annual Report.

INFORMATION ON SUBSIDIARIES AND ASSOCIATE

Your Company has Nineteen (19) subsidiaries and One (1)
associate entity as on March 31, 2025. In accordance with
Section 129(3) of the Companies Act, 2013 (hereinafter referred
to as “the Act”), read with Rule 5 of Companies (Accounts)
Rules, 2014, a statement containing the salient features of the
financial statements of our subsidiaries, associate and their
contribution to the overall performance of the Company are
available in Form AOC-1 and the same is enclosed as Annexure
I to the Board’s Report. Statutory group information is provided
under Note no. 34 to the consolidated financial statements. In
accordance with Regulation 46(2)(s) of SEBI LODR, separate
audited/reviewed financial statements of the above subsidiary
companies are placed on the website of the Company.

The Audit Committee reviews the financial statements
of subsidiaries, including the investments made in the
subsidiaries, on a quarterly basis and minutes of the Meetings
of the subsidiary are placed in the Board Meetings.

a. As on March 31, 2025 the Company has 5 overseas
branch offices - in UK, Germany, UAE, Australia and
Spain.

b. As on March 31, 2025, the Company’s subsidiaries in
Australia and Singapore have overseas branch office in
New Zealand and Hong Kong respectively.

The Board in its meeting held on November 08, 2024 approved
the closure of :

a. The subsidiary in Sudan viz., RSL Software Company
Limited

b. The subsidiary in Qatar viz., Ramco System LLC

c. The step-down subsidiary in Macau viz., Ramco Systems
Macau Limited

d. The branch in UAE

e. The branch in Germany

f. The branch in Spain

The process of closure is ongoing.

Material Subsidiaries

Based on the financials of FY 2023-24, Ramco Systems
Corporation, USA, Ramco Systems Australia Pty Ltd., Australia,
Ramco Systems Pte. Ltd, Singapore and Ramco Systems Ltd,
Switzerland were identified as material subsidiaries for the
FY 2024-25 in accordance with Regulation 16(1) of SEBI LODR.

Based on the financials of FY 2024-25, Ramco Systems
Corporation, USA, Ramco Systems Pty Ltd, Australia, and
Ramco Systems Ltd, Switzerland were identified as material
subsidiaries for the FY 2025-26 in accordance with Regulation
16(1) of SEBI LODR.

Of these material subsidiaries, for both FY 2024-25 and
FY 2025-26, Ramco Systems Corporation, USA was considered
as a material subsidiary in accordance with Regulation 24(1)
of SEBI LODR, warranting the appointment of an Independent
Director of the Company in that subsidiary, since the income/
net worth of Ramco Systems Corporation, USA, is more than
20% of the Consolidated income/ net worth. Hence Justice
P P S Janarthana Raja (Retd.), Non-Executive Independent
Director was already appointed as a Director in Ramco Systems
Corporation, USA on February 07, 2024 with effect from
March 31, 2024 to comply with the said Regulation. He
continues to be a Director of that subsidiary, thus fulfilling the
requirements.

In accordance with Regulation 46(2) of SEBI LODR, the
policy for determining material subsidiaries formulated by the
Board is available at the Company’s website, at the following
weblink: https://www.ramco.com/investor-relations/corporate-
governance/policies-and-codes.

Consolidated Financial Statements

In accordance with Section 129(3) of the Act and Regulation 33
and 34 of SEBI LODR, the consolidated financial statements
incorporating the accounts of subsidiary companies and
associate company along with the Auditors’ Report thereon are
set out in this Annual Report and are available at the Company’s
website, at the following weblink: https://www.ramco.com/
investor-relations/annual-reports.

In accordance with Section 136(1) of the Act, separate audited/
reviewed accounts in respect of the subsidiary companies are

also made available at the Company’s website, at the following
weblink: https://www.ramco.com/investor-relations/annual-

reports#SubsidiaryFinancials .

These financial statements of the Company and the subsidiary
companies will also be kept open for inspection by Members.
The Company shall provide a copy of the same to any Member
of the Company who asks for it.

BOARD OF DIRECTORS

As on March 31,2025, your Board comprises of eight (8) Directors,
out of which, four (4) are Independent Directors including an
Independent Woman Director, three (3) Non- Executive Non¬
Independent Directors and an Executive Director. Mr. P R
Venketrama Raja, (DIN:00331406), Chairman of the Board
is a Non-Executive Non-Independent Director and Promoter
and Mr. P V Abinav Ramasubramaniam Raja (DIN:07273249),
Managing Director, belongs to Promoter Group.

During the year, the following appointment/re-appointment/
resignation of Directors took place:

a. Retirement by rotation and re-appointment of Mr. Sankar
Krishnan, Non-Executive Non-Independent Director
(DIN: 01597033).

b. Appointment of Justice Chitra Venkataraman (Retd.)
(DIN:07044099) as a Non-Executive Independent Director.

c. Mrs. Soundara Kumar (DIN: 01974515), Non-Executive
Independent Director retired on March 26, 2025, after
completing her two consecutive term of five (5) years.

The Members at the 27^th AGM held on August 21,2024 approved
the re-appointment of Mr. P V Abinav Ramasubramaniam Raja
as a whole time key managerial personnel in the position of
Manager, with the designation as Whole Time Director of the
Company for a period 3 years commencing from June 04,
2024 to June 03, 2027 Subsequent to this, the Board in its
meeting held on November 08, 2024 had designated him in
the position of Managing Director for the remaining tenure of
his term till June 03, 2027 on the same terms and conditions of
appointment, remuneration etc., as approved by the members
at the 27^th AGM held on August 21, 2024. Accordingly the
approval of the Members for this is being sought in the ensuing
28^th AGM.

The Company had formulated a Code of Conduct for the
Directors and Senior Management Personnel and the same
has been complied with. The Board at its Meeting held on
February 05, 2025 had reviewed, amended the said Code and

the same is available at the Company’s website, at the following
weblink: https://www.ramco.com/hubfs/494075/PDF%20

Download%20URL/Code%20of%20Conduct%20and%20
Business%20Ethics/code-of-conduct-business-ethics.pdf.

Retirement by Rotation and Re-Appointment

In accordance with Section 152(6) of the Act and Articles of
Association of the Company, Mr. P R Venketrama Raja, Director
(DIN: 00331406) retires by rotation and being eligible, offers
himself for re-appointment at the ensuing AGM of the Company.

A brief resume of the Director being re-appointed, the nature
of expertise in specific functional areas, names of companies
in which he holds Directorships, Committee Memberships/
Chairpersonships, his shareholding in the Company etc., have
been furnished in the explanatory statement to the notice of the
ensuing AGM.

Independent Directors

The Independent Directors hold office for a fixed term of 5 years
from the date of their appointment and not liable to retire by
rotation.

The Company has received the necessary declaration as laid
down in Section 149(7) of the Act from all the Independent
Directors confirming that they meet the criteria of independence
as provided in Section 149(6) of the Act and SEBI LODR.
Independent Directors have also complied with the Code for
Independent Directors prescribed in Schedule IV to the Act.

In accordance with Companies (Appointment and Qualification
of Directors) Rules, 2014, the Company has received
declarations from Independent Directors confirming that they
have registered with the Independent Directors Data Bank
through Indian Institute of Corporate Affairs (“IICA’). Amongst
them, Justice P P S Janarthana Raja (Retd.), Dr. Aravind
Srinivasan and Justice Chitra Venkataraman (Retd.) have
been exempted from passing the online proficiency self¬
assessment test conducted by IICA. Mrs. Soundara Kumar and
Dr. M S Krishnan had passed the proficiency self- assessment
test.

During the year, based on the recommendation of NRC,
the Board in its Meeting held on March 25, 2025 had
appointed Justice Chitra Venkataraman (DIN: 07044099)
as a Non-Executive Independent Director for a period of five
(5) consecutive years from the date of her appointment i.e,
March 25, 2025 subject to the approval of Members through
Special Resolution. Subsequently, approval of the Members by
way of special resolution through Postal Ballot was obtained on
April 29, 2025.

The Company had issued letter of appointment in accordance
with Regulation 46 of the SEBI LODR and the terms and
conditions of appointment of Independent Directors are
available at the Company’s website, at the following weblink:
https://f.hubspotusercontent20.net/hubfs/494075/independent-
directors-terms-of-appointment.pdf.

Information on familiarisation program to Independent Directors
are provided in the Corporate Governance Report Section of
this Annual Report.

Details of Remuneration to Directors

Details as required under the Act, in respect of remuneration
paid to Directors, are given in Corporate Governance
Section of this Annual Report and in the Annual Return
uploaded in the Company’s website, at the following weblink:
https://www.ramco.com/investor-relations/investor-information/
annual-return/.

Number of Meetings of the Board

Your Board met six (6) times during the FY 2024-25 on
May 16, 2024, May 21, 2024, August 07 2024, November 08,
2024, February 05, 2025 and March 25, 2025 and further
details on this aspect are given in the Corporate Governance
Section of this Annual Report. The maximum time gap between
any of the two consecutive Meetings was not more than one
hundred and twenty (120) days.

Board Committees

The Board had following Committees during the FY 2024-25:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. Fund Raising Committee

In accordance with the requirement of Section 177(8) of the
Act, it is hereby disclosed that the Audit Committee comprises
of Justice Janarthana Raja (Retd.), Chairperson of the
Committee, Mr. A V Dharmakrishnan, Mr. Sankar Krishnan,
Dr. M S Krishnan, Dr. Aravind Srinivasan and Justice Chitra
Venkataraman (Retd.)

Mrs. Soundara Kumar has ceased to be a Member of the Audit
Committee from the close of business hours of March 26, 2025.
Justice Chitra Venkataraman (Retd.) was inducted as a Member
of the Audit Committee w.e.f. March 27 2025.

A detailed note on the attendance, composition of the Board
and Committees along with other disclosures are provided
in the Corporate Governance Report Section of this Annual
Report.

Meetings of Board and Committees held during the year are in
compliance with the Act & SEBI LODR read with circulars and
notifications issued by Ministry of Corporate Affairs and SEBI
in this regard.

Diversity

Your Company recognises the importance of a diverse Board
for its success and believes that a diverse Board will leverage
inter alia differences in thought, skills and industry experience,
which in the long run will enhance shareholder value.

Board Evaluation

In accordance with the provisions of the Act and SEBI LODR,
Board has carried out a separate exercise to evaluate the
performance of the Board as a whole, its Committees and
individual Directors by taking into account the criteria laid
down in this regard by the NRC like attendance, expertise,
contribution etc., brought in by the Directors at the Board and
Committee Meetings and found it satisfactory, which shall be
taken into account at the time of reappointment of Independent
Director.

A structured questionnaire was prepared covering various
aspects including the following but not limited to adequacy
of the composition of the Board and its Committees, flow of
information, Board culture/Diversity, execution and performance
of specific duties, obligations and governance.

In accordance with Regulation 25(4) of the SEBI LODR,
Independent Directors have evaluated the performance of
Chairman, Non-Independent Directors and Board as a whole
and assessed the quality, quantity and timeliness of the flow of
information between the Management and the Board and other
required matters.

In accordance with Regulation 17(10) of SEBI LODR, the Board
of Directors has evaluated the performance of Independent
Directors and observed the same to be satisfactory and their
deliberations are beneficial in Board/Committee Meetings.

In accordance with Regulation 4(2) of SEBI LODR, the Board
of Directors have reviewed and observed that the evaluation
framework of the Board of Directors was adequate and effective.

The Board’s observations on the evaluations for the year under
review carried on May 21,2025 were similar to their observations
of the previous years. No specific actions have been warranted

based on current year observations. The Company would
continue to familiarise its Directors on the industry, information
security, technological and statutory developments, which have
a bearing on the Company and the industry, so that Directors
would be effective in discharging their expected duties.

Policy on Directors’ Appointment and Policy on
Remuneration

In accordance with Section 134 and 178 of the Act, the Policy
on appointment of Board Members including criteria for
determining qualifications, positive attributes, independence of
a Director and the Policy on remuneration of Directors, KMP
and other employees are outlined as part of Nomination and
Remuneration Policy of the Company and salient features of
the same are disclosed in this report. NRC of your Board had
fixed the criteria for nominating a person on the Board which
inter alia include desired size and composition of the Board,
age limit, qualification/experience, areas of expertise and
independence of the individual.

Your Company’s current policy is to have an appropriate mix
of Independent and Non-Independent Directors to maintain
the independence of the Board and separate its functions of
governance and management.

Remuneration Policy

In accordance with Section 178 of the Act, the NRC of your
Board has formulated the Nomination and Remuneration Policy
for the appointment and determination of remuneration of the
Directors, Key Managerial Personnel and other employees
of your Company. The Nomination and Remuneration Policy
ensures that the level and composition of remuneration is
reasonable, the relationship of remuneration to performance is
clear and appropriate to the long-term goals of the Company.

The NRC has also developed the criteria for determining the
qualifications, positive attributes and independence of Directors
and for making payments to Executive and Independent
Directors of the Company. It recommends to the Board the
compensation payable to Directors. Director’s compensation
are within the limits prescribed under the Act and approved by
the Members of the Company where required.

Your Company follows a compensation mix of fixed pay, benefits
and performance based variable pay for its employees, which
is based on the performance of the business and the individual
performance of the individuals is measured through annual
appraisal process.

The Whole Time Director/Managing Director was paid a fixed
monthly remuneration in the form of fees for professional

services. This is in addition to entitlement of sitting fees for
attending the Meetings. Non-Executive Directors are paid
remuneration by way of sitting fees based on their participation
in the Meetings. Remuneration paid to Directors is within the
scale approved by the Board and Members, subject to overall
ceilings stipulated under Section 197 of the Act. Siting fees paid
to Directors for attending the Board Meetings, all Committee
Meetings and Independent Directors Meeting.

In accordance with Section 178(4), the salient features of the
Nomination and Remuneration Policy should be disclosed in
the Board’s Report. The objective of the Policy is to ensure that:

• The level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate Directors of
the quality required to run the Company successfully;

• Relationship of remuneration to performance is clear and
meets appropriate performance benchmarks;

• Remuneration to Directors, Key Managerial Personnel and
Senior Management shall be appropriate to the working of
the Company and its goals; and

• Any other functions as mandated by the Board from time
to time and/or enforced by any statutory notification,
amendment or modification, as may be applicable, are
carried out.

The said Policy and composition of the NRC are in compliance
with the Act and SEBI LODR. The responsibilities of
Compensation Committee as defined in SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
have been assigned to NRC. The said policy is available at
the Company’s website, at the following weblink: https://www.
ramco.com/investor-relations/corporate-governance/policies-
and-codes.

KEY MANAGERIAL PERSONNEL

On July 03, 2023 Mr. Subramanian Sundaresan ('Sunder
Subramanian') was appointed as Chief Executive Officer of
the Company. He had resigned and ceased to be the Chief
Executive Officer effective from the close of the business hours
of January 03, 2025.

Mr. Vijayaraghavan N E, Company Secretary & Compliance
Officer had resigned and ceased to be the Company Secretary
& Compliance Officer effective from the close of business hours
of February 06, 2025. Mr. Mithun V, Company Secretary &
Compliance Officer joined on May 05, 2025.

Except for these, there is no change in the list of Key Managerial
Personnel (KMP).

KMPs of your Company as on March 31,2025 are as follows:
Mr. P V Abinav Ramasubramaniam Raja, Managing Director
Mr. R Ravi Kula Chandran, Chief Financial Officer

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Company’s Directors make the following statement in
terms of sub-section (5) of Section 134 of the Act, which is to
the best of their knowledge and belief and according to the
information and explanations obtained by them:

a. That the financial statements for the year ended
March 31, 2025 have been prepared in conformity with
Indian Accounting Standards (Ind AS) and requirements of
the Act and that of guidelines issued by SEBI, to the extent
applicable to the Company along with proper explanation
relating to material departures;

b. They 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 as at
March 31, 2025 and of the loss of the Company for the
year ended on that date;

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

d. They had prepared the annual accounts on a going
concern basis;

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

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

CORPORATE GOVERNANCE

Corporate Governance is a process that aims to allocate
corporate resources in a manner that maximises value for all
Stakeholders.

Your Company is committed to maintain the highest standards
of Corporate Governance.

Your Company places high emphasis on business ethics
and ensures best practices throughout the business and in
its disclosures. Your Director’s always strive to follow good

Corporate Governance practices in the Company to enhance
long term shareholder value. Corporate Governance Report for
the FY 2024-25 is set out in this Annual Report.

The requisite certificate from the Secretarial Auditors confirming
compliance with the conditions of Corporate Governance as
stipulated under SEBI LODR is annexed to the Corporate
Governance Report.

Secretarial Compliance Report on applicable compliances of
SEBI Circular, Notifications and Regulations etc., issued by
Secretarial Auditors being filed before the due date with stock
exchanges in the prescribed format.

EQUAL OPPORTUNITY

Your Company believes in transparency and providing equal
opportunities in the employment. Your Company’s offices across
the globe have multi-cultural and multi-national employees.
Your Company prevents harassment of any kind based on age,
gender, race or any other basis protected by law.

The Company has a Policy on Prevention and Redressal of
Sexual Harassment (“POSH”) in place in accordance with the
requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the
FY 2024-25, no complaint was received and no complaint was
pending for disposal as on March 31,2025.

In accordance with Rule 8(5) of Companies (Accounts) Rules,
2014, the Company has complied with the provisions relating to
the constitution of Internal Complaints Committee under Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

The growth of the Company has, in large measure, been
possible owing to the wholehearted support, commitment
and teamwork of its personnel. Accordingly, the Company had
instituted various Employee Stock Option Plans/Schemes
(ESOP/ESOS) for the benefit of employees:

(A) Employee Stock Option Plan, 2000 (ESOP 2000)

(B) Employee Stock Option Scheme, 2003 (ESOS 2003)

(C) Employee Stock Option Scheme, 2004 (ESOS 2004)

(D) Employee Stock Option Scheme, 2008 (ESOS 2008)

(E) Employee Stock Option Scheme, 2009 - Plan A (ESOS
2009 - Plan A)

(F) Employee Stock Option Scheme, 2009 - Plan B (ESOS
2009 - Plan B)

(G) Employee Stock Option Scheme, 2013 (ESOS 2013)

(H) Employee Stock Option Scheme, 2014 (ESOS 2014) and

(I) Employee Stock Option Scheme, 2022 (ESOS 2022)

During the year, 402,824 options were exercised in 6 tranches by eligible employees/option grantees of the Company and its
subsidiaries under ESOS 2009 Plan B, ESOS 2013, ESOS 2014 and ESOS 2022 schemes of the Company.

During the year, the following options were granted to employees/option grantees:

No Option grantee was granted options/shares during the year, equal to or exceeding 1% of the issued capital.

It is confirmed that the Schemes of the Company are in
compliance with SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021. The relevant disclosures in
terms of the Act and in accordance with the said Regulations
are enclosed as Annexure II to the Board’s Report. The
Company does not have any Scheme for issue of sweat equity
to the employees or Directors of the Company. During the year,
no ESOS were granted to Non-Executive Non-Independent
Directors.

A certificate from Secretarial Auditors, with respect to
implementation of the above Employee Stock Option Schemes
in accordance with SEBI Regulations and the resolution passed
by the Members of the Company, will be available electronically
for inspection by the Members during the ensuing AGM and
a copy of the same shall be available for inspection at the
Corporate Office of the Company during normal business hours
on any working day. The disclosure required to be made under
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 is available in the Company’s website,
at the following weblink: https://www.ramco.com/periodic-
compliances#OtherCompliances.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures with respect to the remuneration of Directors, KMP
and Employees in accordance with Section 197 of the Act read
with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are enclosed as
Annexure III to the Board’s Report.

The statement containing names of the top ten employees in
terms of remuneration drawn and the particulars of employees
as required under Section 197(12) of the Act, read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate
Annexure forming part of this report.

However, the Annual Report is being sent to the Members,
excluding the aforesaid Annexure. In terms of Section 136 of
the Act, the said Annexure is open for inspection. Any Member
interested in obtaining a copy of the same may write to the
Company Secretary. None of the employees listed in the said
Annexure are related to any Director of the Company.

INTEGRATED REPORT

Your Company has voluntarily provided this Integrated Report,
which encompasses both financial and non-financial information
to enable the Members to take well-informed decisions and
have a better understanding of the Company’s perspective.
The Report also touches upon aspects such as organisation’s
strategy, governance framework, performance and prospects
of value creation based on the five forms of capital viz. financial
capital, intellectual capital, human capital, social capital and
natural capital.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

In accordance with Section 134(5) of the Act, the Company has
Internal Financial Controls by means of policies and procedures
commensurate with size and nature of operations. The
Company’s policies, procedures and standards are developed
to uphold internal controls across the organisation. These
controls ensure transactions are authorised, recorded and
reported correctly and assets are safeguarded and protected
against loss from unauthorised use or disposition. In addition,
there are operational controls and fraud risk controls, covering
the entire spectrum of Internal Financial controls. The controls
were tested during the year and no material weakness exists.

Audit Committee of the Board periodically reviews the internal
audit plans and observations/recommendations of Internal
and Statutory Auditors. In accordance with Rule 8(5)(viii) of
Companies (Accounts) Rules, 2014, it is hereby confirmed that
the Internal Financial Controls are adequate with reference to
the financial statements.

RISK MANAGEMENT

In accordance with Regulation 21(5) of SEBI LODR read with
SEBI notification dated May 05, 2021, Board has constituted
the Risk Management Committee. A detailed note on the
attendance, composition of the Committee along with other
details are provided in the Corporate Governance Report
Section of this Annual Report.

In accordance with Section 134(3)(n) of the Act and
Regulation 17(9) of SEBI LODR, the Company has
developed and implemented a Risk Management Policy. The
Policy envisages identification of risk and procedures for
assessment and minimisation of risk thereof. The said policy
is available at the Company’s website, at the following weblink:
https://www.ramco.com/investor-relations/corporate-
governance/policies-and-codes. Details on the Company’s
risk management framework/ strategy also further discussed
in the Company’s MDNA. In the opinion of the Board, there
is no element of risk which may threaten the existence of the
Company/its operations.

RELATED PARTY TRANSACTIONS (RPT)

The Company has formulated a policy on materiality of
RPT and also on dealing with RPT. The said policy is
available at the Company’s website, at the following weblink:
https://www.ramco.com/investor-relations/corporate-
governance/policies-and-codes. Prior approval/omnibus
approval have been obtained from Audit Committee for all
RPTs and these transactions are periodically placed before
the Audit Committee for its review/approval. All RPTs 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 materially significant transactions with related parties during
the year that may have potential conflict with the interests of
the Company at large or that requires approval of the Members.
In accordance with Ind AS 24, the details of the transactions
with the related parties are set out in the notes to financial
statements.

AUDITORS
Statutory Auditor

Your Company at its 25^th AGM held on August 10, 2022 had re¬
appointed M/s. M S Jagannathan & N Krishnaswami, Chartered
Accountants, (FRN:001208S) as the Statutory Auditors of the
Company for a second term of 5 consecutive financial years
commencing from FY 2022-23 to FY 2026-27 to hold office
from the conclusion of 25^th AGM till the conclusion of the 30^th
AGM of the Company to be held in the year 2027

In accordance with Sections 139 and 141 of the Act and
relevant Rules prescribed there under, the Company has

received certificate from the Statutory Auditors to the effect
that they are eligible to continue as Auditors. The Auditors have
also confirmed that they have subjected themselves to the peer
review process of Institute of Chartered Accountants of India
(ICAI) and hold a valid certificate issued by the Peer Review
Board of the ICAI.

Details of fees paid to Statutory Auditor is disclosed in Corporate
Governance Report set out in this report.

Internal Auditor

Your Board on the recommendation of Audit Committee at its
Meeting held on May 21,2024 had re-appointed M/s. SRSV &
Associates, Chartered Accountants, (FRN:015041S), Chennai
as the Internal Auditors of the Company and approved the
internal audit fees to conduct Internal Audit for the FY 2024-25.
The Internal Auditors report directly to the Audit Committee and
make presentations at the Audit Committee Meeting(s) on the
Internal Audit Report.

In accordance with Sections 138 and 141 of the Act and relevant
Rules prescribed thereunder the Company has received
certificate from the Internal Auditors to the effect that they are
eligible to continue as Internal Auditors.

Your Board on the recommendation of Audit Committee at its
Meeting held on May 21,2025 has re-appointed M/s. SRSV &
Associates, Chartered Accountants (FRN:015041S), Chennai
as the Internal Auditors of the Company for the FY 2025-26.

Secretarial Auditor

Your Board at its Meeting held on May 21, 2024 had re¬
appointed M/s. S.Krishnamurthy & Co., Company Secretaries,
to conduct the Secretarial Audit of the Company for the
FY 2024-25.

The Company had received required declarations/consents
from the Secretarial Auditors confirming that they have been
Peer Reviewed and are eligible to continue as Secretarial
Auditors.

The Company has received information regarding change in
the name of the Secretarial Audit firm from "S. Krishnamurthy &
Co" to "Sriram Krishnamurthy & Co.". w.e.f. February 19, 2025.

The amended Regulation 24A of SEBI LODR requires effective
April 01, 2025, a listed entity to appoint an Individual as
Secretarial Auditor for not more than one term of 5 consecutive
years or a Secretarial Auditor Firm as Secretarial Auditor for
not more than two terms of 5 consecutive years. Accordingly,
your Board at its Meeting held on May 21,2025 had appointed
M/s. Sriram Krishnamurthy & Co., Company Secretaries, as
the Secretarial Auditor from the conclusion of 28^th AGM till the
conclusion of 33^rd AGM, for a term of five consecutive financial

years FY 2025-26 to FY 2029-30, subject to the approval of
Members in the ensuing AGM.

Cost Auditor

In accordance with Section 148 of the Act, maintenance of cost
records and requirement of cost audit are not applicable to the
business activity carried out by the Company.

Opinion/Reports

The Statutory Auditors, Secretarial Auditors and Internal
Auditors of the Company have not reported any frauds to the
Audit Committee or to the Board of Directors under Section
143(12) of the Act, including Rules made thereunder.

The Statutory Audit Report in the prescribed format issued by
Statutory Auditors is provided in this Annual Report.

The Secretarial Auditor’s Report in the prescribed format issued
by the Secretarial Auditors is enclosed as Annexure IV to the
Board’s Report.

The Reports issued by them for the FY 2024-25, do not
contain any qualifications, reservations or adverse remarks or
disclaimers.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act, the Board of Directors
had constituted a CSR Committee and adopted a CSR Policy,
in accordance with Schedule VII of the Act.

The CSR obligation for the FY 2024-25 does not arise, since the
average profit of last three years was negative, as computed in
accordance with Section 198 (Profit before tax) of the Act. The
CSR spend during the FY 2024-25 in respect of the ongoing
projects of the previous years is as below:

A. Your Company was required to spend Rs. 6.03 Mln.

towards CSR activities for the FY 2022-23.

> Upon recommendation of CSR Committee, Board
had approved to contribute Rs. 1.00 Mln. to ‘Aurovile
Foundation” for its Botanical Gardens Unit to run the
entire energy needs of the gardens from alternative
energy using solar and wind power.

> The balance CSR amount to Ramasubrahmaneya
Rajha Ramco Foundation (RRRF) towards
Rajapalayam Town forming part of masterplan
development under AMRUT scheme Guidelines of
Tamil Nadu Government - an ongoing project.

> During the FY 2022-23, Rs. 1.00 Mln. was contributed
to Aurovile Foundation as mentioned above and Rs.
0.50 Mln. was contributed to RRRF.

> The unspent amount of Rs. 4.53 Mln. has been
transferred to a special bank account “Ramco
Systems Limited - Unspent CSR Account FY 2022¬
23” in April 2023.

> From the Unspent CSR A/C FY 2022-23, Rs. 1.1 Mln.
was spent during the FY 2023-24 and

> The balance amount of Rs. 3.43 Mln. was spent
during FY 2024-25.

Annual Report on CSR activities as prescribed under
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is enclosed as Annexure V to the Board’s
Report.

As on March 31,2025, Your Company’s CSR Committee
comprises of Mr. P R Venketrama Raja, (DIN:00331406),
Chairman, Justice P P S Janarthana Raja (Retd.),
(DIN:06702871) Director and Mr. Sankar Krishnan,
(DIN:01597033) Director. The Committee is responsible for
formulating, monitoring and implementing the CSR policy
of the Company.

In accordance with Section 135(4) of the Act, the major
contents of CSR policy are as follows:

Concept: The Company’s philosophy on CSR is that “as
the organisation grows, the society and community around
it should also grow.

Vision: The Company’s vision is to contribute to the social
and economic development of the communities in which it
operates, resulting in building a better and sustainable way
of life for the society at large.

Objectives: The objective of the CSR Policy is to:

a. Ensure an increased commitment at all levels
in the organisation, to operate its business in an
economically, socially & environmentally sustainable
manner, while recognising the interests of all its
Stakeholders.

b. To generate, through its CSR initiatives, a community
goodwill for RSL and help reinforce a positive &
socially responsible image of RSL as a corporate
entity.

Implementation Process:

The CSR initiatives shall be undertaken by the Company
as per its stated CSR Policy as Projects or Programs or
Activities (either new or ongoing).

The CSR activities may be undertaken through a registered
trust or a registered society or a Company established by
the Company or its subsidiary or associate Company or

through any other trust, society or Company which shall
have an established track record of 3 years in undertaking
similar Programs or projects.

In addition to the above, CSR Policy also includes
Applicability, Objectives, Areas of Initiatives, Budget,
CSR Reporting etc., and the said policy is available
at the Company’s website, at the following weblink:
https://www.ramco.com/investor-relations/corporate-
governance/policies-and-codes.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board had designated Mr. R Ravi Kula Chandran, Chief
Financial Officer as Corporate Ombudsman under Whistle
Blower Policy. In accordance with Section 177(9) and (10) of
the Act and Regulation 22 of the SEBI LODR, the Company has
established a Vigil Mechanism and has a Whistle Blower Policy
and the same is available at the Company’s website, at the
following weblink: https://www.ramco.com/investor-relations/
corporate-governance/policies-and-codes.

Further disclosure/information about the Vigil Mechanism and
Whistle Blower Policy are discussed in Corporate Governance
Report Section of this Annual Report.

SUSTAINABILITY INITIATIVES

Your Company is in the space of providing technological
solutions. Your Company’s contribution towards sustainability
is continuous in nature as is reflected throughout/forms an
integral part of our business.

Ramco’s ESG policy embodies our commitment to global
impact, ethical standards, and sustainability. We integrate ESG
considerations into our practices for success, employee well¬
being, and customer satisfaction. Aligned with UN Sustainable
Development Goals, our policy focuses on environmental
responsibility, social sustainability, and governance excellence.
We reduce our carbon footprint, promote diversity, prioritise
employee health, engage with communities, and maintain
high standards of governance, ensuring transparency and
accountability. Through our ESG Policy, Ramco drives positive
change towards a sustainable future.

Your Company is future-ready by proactively encouraging
Innovative thinking across the organisation and going digital.

OTHER DISCLOSURES

Deposits: During the year, your Company has not accepted
any deposit within the meaning of Sections 73 and 74 of the Act
and no deposits are outstanding as at the end of financial year;

Policy on Preservation of Documents and Archival of
Documents: Policy framed in accordance with Regulation
9 read with Regulation 30(8) of SEBI LODR, is intended to
provide guidelines for the retention of records and preservation
of relevant documents for a duration after which the documents
shall be archived. The said policy is available at the Company’s
website, at the following weblink: https://www.ramco.com/
investor-relations/corporate-governance/policies-and-codes.

Secretarial Standards: Your Company has complied with
Secretarial Standards issued by the Institute of Company
Secretaries of India on Board/Committee and General Meetings;

Nature of Business: During the year, there was no change in
nature of business of the Company or any of its subsidiaries;

Significant and Material Orders: During the year, there are no
such orders passed by Regulators/Courts/Tribunals, impacting
the going concern status and the Company’s operations in
future;

Loans, Guarantees or Investments: Disclosures on the same
in accordance with Section 186(4) of the Act and SEBI LODR
are provided under Note nos. 11.1, 12.1,29 and 32 forming part
of separate (standalone) financial statements;

Contracts or Arrangements with Related Parties: Particulars
of the same as referred in Section 188(1) of the Act, in the
prescribed Form AOC-2 is enclosed as Annexure VI to the
Board’s Report.

Annual Return: In accordance with Section 92(3) of the Act,
read with Section 134(3) (a) of the Act, the Annual Return as on
March 31,2025 is available on the Company’s website, at the
following weblink: https://www.ramco.com/investor-relations/
investor-information/annual-return/.

The annual return uploaded on the website is a draft in nature
and the final annual return shall be uploaded at the same link
on the Company’s website once the same is filed with Ministry
of Corporate Affairs after the AGM.

Conservation of Energy: The information on conservation of
energy, technology absorption and foreign exchange earnings
and outgo as stipulated under Section 134(3) of the Act, read
with the Companies (Accounts) Rules, 2014, is enclosed as
Annexure VII to the Board’s Report;

Material Changes and Commitments: No material changes
and commitments affecting the financial position of the
Company occurred between April 01, 2025 and the date of
signing this report.

Investor Education and Protection Fund (IEPF): In

accordance with Section 124 of the Act, scenario for transfer of
amount of unclaimed/unpaid dividend or corresponding shares
to IEPF does not arise;

Committee Recommendations: During the year,
recommendations of all the Committee constituted by the
Board in accordance with the Act were accepted by the Board;

Differential Rights: The Company has not issued equity shares
with differential rights as to dividend, voting or otherwise;

Health, Safety and Environmental Protection: Your

Company is committed to provide a safe, healthy and conducive
environment to all of its employees and associates.

GREEN INITIATIVES

Your Company being in the industry of Information Technology,
Green Initiative is embedded in the Company’s culture and
throughout its business operations.

Keeping next step towards a Greener Planet for future
generations and in furtherance of digitisation Commitment
to Go-Green initiative of the Government, the Company has
digitalised internal communications with virtual Meetings
through tele/audio/video conferencing and also using digital
mechanism to conduct Board/Committee Meeting(s) as per the

provisions of law, thereby it brings down the Meeting-related
travel, usage of paper etc., to a limited purpose.

AWARDS AND RECOGNITIONS

Your Company continued its excellence in its chosen area of
business to set a tone at the top. Rewards and recognition
achieved by the Company globally during this year are provided
on page no. 50 of this Annual Report.

APPRECIATIONS

Your Directors place on record their appreciation for the
contributions made by employees towards the success of
your Company. Your Directors gratefully acknowledge the co¬
operation and support received from the Members, Customers,
Vendors, Bankers, Regulatory/Governmental Authorities in
India and abroad.

For and on Behalf of the Board
For RAMCO SYSTEMS LIMITED

P R VENKETRAMA RAJA

Place : Chennai Chairman

Date : May 21,2025 (DIN:00331406)