Ramco Systems Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Twenty Seventh 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, 2024.

SUMMARY OF PERFORMANCE

In the financial year FY 2023-24, there was a increase in the consolidated turnover of Rs.5,258.31 Mln., as against previous years turnover of Rs.4,922.23 Mln. The consolidated Profit/ (Loss) after tax for the FY 2023-24 was Rs.(2,419.32) Mln. as against Rs.(2,068.40) Mln. for the previous year. The increase in loss was mainly due to increase in provision for doubtful debts and advances. Consequently, the consolidated earnings per share reduced to Rs.(68.51) for the year, as against Rs.(65.60) for the previous year.

The standalone turnover stood at Rs.2,741.77 Mln. in the FY 2023-24, as against previous years turnover of Rs.2,478.15 Mln. The standalone Profit/(Loss) after tax for the FY 2023-24 was at Rs.(1,131.70) Mln. as against Rs.(1,130.05) Mln. for the previous year. The standalone earnings per share improved to Rs.(32.05) for the year, as against Rs.(35.84) for the previous year.

The global order booking dipped during the year by about 17% over the previous year, though the revenue improved marginally by 4%, due to increase mainly in revenue from software products.

FINANCIAL HIGHLIGHTS

Your Companys financial highlights for the year ended March 31, 2024 and March 31, 2023 are as follows:

Particulars	For the year ended March 31
	Standalone			Consolidated
	2024	2023	Inc./ (Dec.)	2024	2023	Inc./ (Dec.)
Revenue from Operations	2,741.77	2,478.15	263.62	5,258.31	4,922.23	336.08
Total Income	2,756.67	2,538.57	218.10	5,298.93	4,977.32	321.61
Finance Cost	53.48	87.34	(33.86)	62.23	99.61	(37.38)
Depreciation, Amortization & Impairment	803.91	739.19	64.72	872.16	808.24	63.92
Total Expense	3,953.09	3,800.07	153.02	7,736.78	7,184.23	552.55
Profit before Interest, Tax & Depreciation (EBITDA)	(339.03)	(434.97)	(95.94)	(1,502.87)	(1,298.90)	203.97
Profit/(Loss) beforeTax	(1,196.42)	(1,261.50)	(65.08)	(2,437.26)	(2,206.75)	230.51
Provision for Tax	(64.72)	(131.45)	(66.73)	(20.54)	(138.16)	(117.62)
Profit/(Loss) after Tax Attributable to Owners of the Parent	(1,131.70)	(1,130.05)	1.65	(2,419.32)	(2,068.40)	350.92

BUSINESS HIGHLIGHTS

In todays dynamic business landscape, the need for transformation has never been more pressing. At Ramco, were committed to helping businesses drive transformation while maintaining a focus on operational efficiency. By leveraging cutting-edge technologies like artificial intelligence and machine learning, we empower organisations to streamline their operations and enhance productivity. Our solutions not only automate routine tasks but also provide valuable insights that enable smarter decision-making and drive continuous improvement.

Moreover, we understand the importance of staying current with technology trends and continuously modernising our platforms. By embracing the latest advancements in software development and infrastructure, we ensure that our solutions remain agile, scalable, and future-proof. This focus on tech modernisation enables us to deliver innovative solutions that meet the evolving needs of businesses and drive results. Together, were not just building the future; were shaping it with operational excellence and cutting-edge technology at the core. A detailed review of operations of the various Business Units has already been covered under business review portion of this Annual Report.

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 Companys website, at the following weblink: https://www.ramco.com/hubfs/494075/PDF%20Download%20 URL/Dividend%20Distribution%20Policy/DIVIDEND-DISTRIBUTION-POLICY.pdf .

Your Directors have not recommend any dividend for the FY 2023-24. 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 as below 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.

Sl. No. Name of the Allottees	Category	Issue Size Rs. Mln.	Consideration received (Rs. Mln.)	Consideration received on	No. of. Securities Allotted
1. Ramco Industries Limited	Promoter Group	450.00	450.00	January 27, 2023	1,642,335 equity shares
2. Atyant Capital India Fund-I	Non-Promoter	375.00	375.00	January 25, 2023	1,368,613 equity shares
3. Vanderbilt University	Non-Promoter	375.00	375.00	January 30, 2023	1,368,613 equity shares
4. P R Venketrama Raja, Chairman	Promoter	400.00	100.00*	January 25, 2023	1,459,854 warrants
		1,600.00	1,300.00

*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, failing which the upfront payment made will be forfeited.

The objects of the preferential issue and status of funds utilised are as given below:

Sl. No. Objects of the Issue	Amount to be utilised	Amount Utilised till March 31, 2024
1. Repayment, of all or a portion of certain outstanding borrowings including interest thereon	920-1000	975
2. Sales & Marketing expenses	100	100
3. Capex expenditure towards tangible & intangible assets	200	200
4. General Corporate Purposes	320-380	25
Total	1,600	1,300

Thus, out of Rs.1,300 Mln. raised, the entire proceeds were fully utilised for the objects of the issue as on March 31, 2024. Actual unutilised proceeds are Nil.

ICRA Limited has been appointed as the Monitoring Agency for monitoring the utilisation of the proceeds. Your Company is utilising the proceeds for the objects for which it is raised and there are no deviations.

CAPITAL STRUCTURE

During the year, the issued and paid up capital of the Company has increased upon 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.357.69 Mln. and paid up capital stood at Rs.354.55 Mln. as on March 31, 2024 as against Rs.355.77 Mln. and Rs.352.63 Mln. respectively as at the end of the previous year. The Securities Premium has also increased to Rs.7,905.27 Mln. from Rs.7,842.33 Mln. and other than this, 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 under various Employee Stock Option Schemes ("ESOS") are given below:

Particulars	No. of equity shares (face value of Rs.10 per share)
Paid up Opening as at April 01, 2023	35,227,756
May 17, 2023	12,089
July 21, 2023	43,135
September 27, 2023	21,018
November 27, 2023	51,174
February 07, 2024	48,099
March 19, 2024	16,450
Paid up Closing as at March 31, 2024	35,419,721

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

DEPOSITORY SYSTEM

Your Companys shares are in compulsorily tradable securities in electronic form. As on March 31, 2024, 99.72% of the Companys 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 below:

Facilities	Limits	Existing Rating	Revised Rating on June 30, 2023	Revised Rating on November 08, 2023
Long term Fund based/CC (Downgraded)	350	A (Negative)	A - (Negative)	BBB+ (Negative)
Short term fund based facilities (Downgraded)	1,375	A2+	A2+	A2
Short term non-fund based facilities (Downgraded)	305	A2+	A2+	A2
Unallocated (Downgraded)	115	A (Negative)/A2+	A - (Negative)/A2+	BBB+ (Negative)/A2
Total	2,145

The outlook on the long-term rating continues to be Negative.

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 November 08, 2023 as given above are live.

The details of said rating is available at the Companys website, at the following weblink: https://www.ramco.com/hubfs/investor-relations/Intimation-Of-CreditRating-08-11-2023.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 March 31, 2024, the Company falls in 1269th position in BSE and 1206^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, 2024. 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 and 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 Boards 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. During the year, the Company had incorporated a wholly owned subsidiary in the South Korea in the name "Ramco System Korea Company Limited" on November 13, 2023. b. As on March 31, 2024, the Company has 5 overseas branch offices – in UK, Germany, UAE, Australia and Spain. c. As on March 31, 2024, the Companys subsidiaries in Australia and Singapore have overseas branch office in New Zealand and Hong Kong respectively.

Material Subsidiaries

Based on the financials of FY 2022-23, Ramco Systems Corporation, USA, and Ramco Systems Australia Pty Ltd., Australia, were identified as material subsidiaries for the FY 2023-24 in accordance with Regulation 16(1) of SEBI LODR. Based on the financials of FY 2023-24, Ramco Systems Corporation, USA, Ramco Systems 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. Of these material subsidiaries, for both FY 2023-24 and FY 2024-25, Ramco Systems Corporation, USA was considered as a material subsidiary in accordance with Regulation 24 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 Mr. M M Venkatachalam, Non-Executive Independent Director was already appointed as a Director in Ramco Systems Corporation, USA on May 22, 2019 to comply with the said Regulation. Since he retired on March 31, 2024, after completing his two consecutive term five years each in the Company, he consequently resigned from the Board of Ramco USA. In his place, Justice P P S Janarthana Raja (Retd.) Non-Executive Independent Director was nominated by the Board of Directors of the Company in its meeting held on February 07, 2024. Accordingly, Justice P P S Janarthana Raja (Retd.) was appointed in the Board of Ramco Systems Corporation, USA from March 31, 2024. 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 Companys website, at the following weblink: https://www.ramco.com/hubfs/494075/PDF%20Download%20 URL/Material%20Subsidiary%20Policy/ramco-material-subsidiary-policy.pdf .

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 Companys 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 Companys 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, 2024, your Board comprises of ten (10) Directors, out of which, six (6) 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), Manager designated as Whole Time 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. A V Dharmakrishnan, Non-Executive Non-Independent Director (DIN: 00693181). b. Re-Appointment of Justice P P S Janarthana Raja (DIN: 06702871) and appointment of Dr. M S Krishnan (DIN:08539017) and Dr. Aravind Srinivasan (DIN: 00088037) as Non-Executive Independent Directors. c. Mr. R S Agarwal (DIN: 00012594) and Mr. M M Venkatachalam (DIN: 00152619), Non-Executive Independent Directors retired on March 31, 2024, after completing their two consecutive term of five (5) years each in office.

The Members at the 22nd AGM held on August 10, 2022, 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 2 years commencing from June 04, 2022 to June 03, 2024. The currency of his tenure is till June 03, 2024. Subsequent to the close of FY 2023-24, on the recommendation of Nomination and Remuneration Committee (NRC), the Board at its Meeting held on May 21, 2024 had reviewed and re-appointed Mr. P V Abinav Ramasubramaniam Raja as a Director & whole time key managerial personnel, in the position of Manager with the Designation as Whole Time Director for a period 3 years commencing from June 04, 2024 to June 03, 2027 subject to the approval of Members at the ensuing 27th Annual General Meeting ("AGM"). Terms and Conditions of appointment, profile and other required details to be disclosed as per the Secretarial Standards, Act and SEBI LODR are provided in the explanatory statement to the notice of 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 07, 2024 had reviewed, amended the said Code and the same is available at the Companys website, at the following weblink: https://www.ramco.com/hubfs/494075/PDF%20Download%20 URL/Code%20of%20Conduct%20and%20Business%20 Ethics/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. Sankar Krishnan, Director (DIN: 01597033) 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, Mr. M M Venkatachalam, Mr. R S Agarwal, Justice P P S Janarthana Raja (Retd.) and Dr. Aravind Srinivasan 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.

Justice P P S Janarthana Raja (Retd.) (DIN:06702871) was appointed as an Independent Director for a period of five (5) years from August 29, 2018 to August 28, 2023. He was eligible for re-appointment. During the year, based on the recommendation of Nomination and Remuneration Committee ("NRC"), the Board in its Meeting held on May 17, 2023 has evaluated the performance of the said Independent Director based on the contribution of the Director and have recommended his re-appointment for another term of five (5) years from August 29, 2023 to August 28, 2028. In accordance with Section 149(10) of the Act, approval of the Members through special resolution was obtained in the 26^th AGM held on August 10, 2023. During the year, based on the recommendation of NRC, the Board in its Meeting held on February 07, 2024 had appointed Dr. M S Krishnan (DIN: 08539017) and Dr. Aravind Srinivasan (DIN: 00088037) as Additional Directors in the category of Non-Executive Independent Directors for a period of five (5) consecutive years from the date of their appointment i.e, February 07, 2024 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 March 14, 2024.

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 Companys 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 Companys website, at the following weblink: https://www. ramco.com/investor-relations/investor-information/annual-return/ .

Number of Meetings of the Board

Your Board met five (5) times during the FY 2023-24 on May 17, 2023, July 03, 2023, August 07, 2023, October 30, 2023 and February 07, 2024 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 2023-24:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Allotment Committee (since dissolved w.e.f. April 01, 2024)

f. Risk Management Committee

g. 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 Mrs. Soundara Kumar, Chairperson of the Committee, Mr. M M Venkatachalam, Mr. A V Dharmakrishnan, Mr. Sankar Krishnan, Mr. R S Agarwal and Justice P P S Janarthana Raja (Retd.).

Mr. M M Venkatachalam and Mr. R S Agarwal have ceased to be the Members of the Audit Committee from the close of business hours of March 31, 2024. Dr. M S Krishnan and Dr. Aravind Srinivasan are inducted as Members of the Audit Committee w.e.f. April 01, 2024.

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 Boards observations on the evaluations for the year under review carried on May 21, 2024 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 Companys 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. Directors 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 was paid a fixed monthly remuneration in the form of fees for professional services. This is in addition to entitlement of sitting fee 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. Sitting fees paid to Directors for attending the Board Meeting, Audit Committee and Independent Directors Meetings.

In accordance with Section 178(4), the salient features of the Nomination and Remuneration Policy should be disclosed in the Boards 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. During the year, the Board had reviewed and amended the Nomination and Remuneration Policy on February 07, 2024 and the said policy is available at the Companys website, at the following weblink: https:// www.ramco.com/hubfs/494075/PDF%20Download%20URL/ Nomination%20and%20Remuneration%20Policy/ramco-nomination-and-remuneration-policy.pdf .

KEY MANAGERIAL PERSONNEL

On July 03, 2023 Mr. Subramanian Sundaresan (Sunder Subramanian) was appointed as Chief Executive Officer of the Company. Except this, there is no change in the list of Key Managerial Personnel (KMP).

KMPs of your Company as on March 31, 2024 are as follows: Mr. P V Abinav Ramasubramaniam Raja, Whole Time Director Mr. Subramanian Sundaresan, Chief Executive Officer Mr. R Ravi Kula Chandran, Chief Financial Officer Mr. Vijayaraghavan N E, Company Secretary and Compliance Officer

DIRECTORS RESPONSIBILITY STATEMENT

Your Companys 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, 2024 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, 2024 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 Directors always strive to follow good Corporate Governance practices in the Company to enhance long term shareholder value. Corporate Governance Report for the FY 2023-24 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 Companys 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 2023-24, Committee composition was revised and Ms. Lovina Monis was appointed as the presiding officer with effect from September 21, 2023 and the required changes were made in POSH policy of the Company. During the FY 2023-24, no complaint was received and no complaint was pending for disposal as on March 31, 2024.

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, 191,965 options were exercised in 6 tranches by eligible employees/option grantees of the Company and its subsidiaries under ESOS 2008, ESOS 2013, ESOS 2014 and ESOS 2022 schemes of the Company.

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

Scheme Name	No. of Options granted	Date of Grant of Options	Exercise Price in Rs.
ESOS 2022	25,000	July 03, 2023	10
ESOS 2022	25,000	July 03, 2023	160
ESOS 2022	75,000	August 07, 2023	10
ESOS 2022	75,000	August 07, 2023	160
ESOS 2022	54,000	February 07, 2024	10
ESOS 2022	54,000	February 07, 2024	160

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 Boards 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 Companys 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 Boards 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 Companys perspective. The Report also touches upon aspects such as organisations 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 Companys 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 Companys website, at the following weblink: https:// www.ramco.com/hubfs/494075/PDF%20Download%20URL/ Risk%20Management%20Policy/Risk-Management-Policy. pdf . Details on the Companys risk management framework/ strategy also further discussed in the Companys 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 Companys website, at the following weblink: https:// www.ramco.com/hubfs/494075/PDF%20Download%20URL/ Related%20Party%20Transaction%20Policy/ramco-related-party-transaction-policy.pdf .

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 arms 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 25th AGM held on August 10, 2022 had re-appointed 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 25th AGM till the conclusion of the 30th 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 holds 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 17, 2023 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 2023-24. The Internal Auditors reports 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, 2024 has re-appointed M/s. SRSV & Associates, Chartered Accountants (FRN:015041S), Chennai as the Internal Auditors of the Company for the FY 2024-25.

Secretarial Auditor

Your Board at its Meeting held on May 17, 2023 had re-appointed M/s. S.Krishnamurthy & Co., Company Secretaries, to conduct the Secretarial Audit of the Company for the FY 2023-24.

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.

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.

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 Auditors Report in the prescribed format issued by the Secretarial Auditors is enclosed as Annexure IV to the Boards Report.

The Reports issued by them for the FY 2023-24, 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 2023-24 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 2023-24 in respect of the ongoing projects of the following previous years is as below: A. Your Company was required to spend Rs.14.43 Mln. towards CSR activities during FY 2021-22.

Upon recommendation of CSR Committee, Board had approved to contribute the CSR spend for the FY 2021-22 to "Aurovile Foundation" for its Botanical Gardens Unit for "Conservation of the Tropical Dry Evergreen Forest of South India" (TDEF) – an ongoing project.

Rs.2.00 Mln. were spent for the above said activity in March 2022 and then balance Rs.12.43 Mln. was transferred to a special bank account "Ramco Systems Limited - Unspent CSR Account FY 2021-22" in April 2022 since it is an Ongoing project. The intent is to make the contribution, depending upon the project progress, submission of progress reports by the agency and review thereof by the Company.

From the Unspent CSR A/C FY 2021-22, Rs.5.05 Mln. during FY 2022-23 and Rs.7.38 Mln. during the FY 2023-24 were spent in various tranches.

The CSR obligation for FY 2021-22 Rs.14.43 Mln. was fully met.

B. Your Company was required to spend Rs.6.03 Mln. towards CSR activities during 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 intent is to make the contribution, depending upon the project progress, submission of progress reports by the agency and review thereof by the Company.

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 available in Unspent CSR A/C FY 2022-23 is Rs.3.43 Mln.

Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy)

Rules, 2014 is enclosed as Annexure V to the Boards Report.

As on March 31, 2024, Your Companys CSR Committee comprises of Mr. P R Venketrama Raja, (DIN:00331406), Chairman, Mr. M M Venkatachalam (DIN:00152619), Director and Mr. A V Dharmakrishnan (DIN:00693181), Director. W.e.f. April 01, 2024, the composition of the Committee is Mr. P R Venketrama Raja, (DIN:00331406), Chairman, Justice P P S Janarthana Raja (Retd.) Director and Mr. Sankar Krishnan, 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 Companys philosophy on CSR is that "as the organisation grows, the society and community around it should also grow".

Vision: The Companys 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 Companys website, at the following weblink: https:// www.ramco.com/hubfs/494075/PDF%20Download%20 URL/Corporate%20Social%20Responsibility%20Policy/ Corporate-Social-Responsibility-Policy.pdf .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board in its meeting held on August 07, 2023, had designated Mr. Subramanian Sundaresan, Chief Executive 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 Companys website, at the following weblink: https://www.ramco.com/hubfs/494075/ PDF%20Download%20URL/Whistle%20Blower%20Policy/ ramco-whistle-blower-policy.pdf .

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 Companys contribution towards sustainability is continuous in nature as is reflected throughout/forms an integral part of our business.

Ramcos 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 Companys website, at the following weblink: https://www.ramco.com/ hubfs/494075/PDF%20Download%20URL/Policy%20on%20 Preservation%20of%20Documents%20and%20Archival%20 of%20Documents/Policy-on-Preservation-of-Documents-and-Archival-of-Documents.pdf .

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 Companys 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 Boards 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, 2024 is available on the Companys 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 Companys 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 Boards Report;

Material Changes and Commitments: No material changes and commitments affecting the financial position of the Company occurred between April 01, 2024 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 Companys 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 under page no.47 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 cooperation 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
Place : Rajapalayam	P R VENKETRAMA RAJA
Date : May 21, 2024	Chairman