Ramco Systems Ltd

#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: (Rs. Mln.)

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.

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. 357.69 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. 7,905.27 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.

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.

During the year, ICRA Limited had revised the ratings in respect of bank facilities as below:

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 ICRA’s 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

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

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.

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.

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.

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.

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.

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 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/.

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.

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.

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.

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.

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.

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.

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

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 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.

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.

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.

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.

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.

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.

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.

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.

Your Company at its 25^th AGM held on August 10, 2022 had reappointed 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.

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.

Your Board at its Meeting held on May 21, 2024 had reappointed 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.