We have audited the accompanying Separate (“Standalone”) Financial Statements drawn in accordance with the Indian Accounting Standards of Ramco Systems Limited (“Company”), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Cash Flow Statement for the year ended on 31 March 2024 and a notes to the Standalone Financial Statements, including material accounting policies and other explanatory information (“Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (‘Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards, of the State of Affairs (“Financial Position”) of the Company as at 31 March 2024, its Loss (“Financial Performance including Other Comprehensive Income”), Changes in Equity and its Cash Flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Intangible Assets

The Company’s significant cash generating assets are Product Software and Technology Platform. Costs incurred in the development of the product, together with updates to the product functionality, development of new business components, upon completion of the development phase, have been classified as “Product Software’.’ Similarly, costs incurred in the development of Technology Platform framework, together with updates to the technology platform functionality which would enable the Company to provide solutions in both standard and customized way, have been classified as “Technology Platform’.’ These are disclosed under Intangible Assets.

The carrying value of intangible assets is subjected to evaluation based on its existing verticals and functionality and its ability to generate revenue in future for the foreseeable period. The carrying cost of Product Software and Technology Platform as on 31 March 2024 is Rs. 3,533.50 Mn (PY: 3,333.61 Mn).

Intangible assets related to product software and technology platforms represent a significant portion of the Company’s total assets and play a critical role in its operations.

Intangible assets related to software and technology platforms are subject to rapid technological changes and market conditions, which could impair their value. Assessing the recoverability of these assets requires evaluating future cash flows and technological viability. Therefore, there is a risk of intangible assets being misstated due to variations in impairment assessments.

Determining the useful lives of software and technology platform assets and the method of amortization involves significant judgment. Changes in technology, market conditions, or usage patterns can affect the estimated useful lives, impacting amortization expenses.

The accounting for costs related to the development of product software and technology platforms involves specific criteria for capitalization. Ensuring that these costs are appropriately capitalized in accordance with Indian Accounting Standards is crucial.

Given the materiality, complexity, and judgment involved in the valuation, impairment, amortization, and capitalization

of intangible assets related to product software and technology platforms, we have determined this to be a Key Audit Matter.

Auditor’s Response

We have reviewed and verified the process of capitalization of Product Software and Technology Platform, its amortization and impairment. The Company amortizes the cost incurred in development of these intangible assets over its estimated useful life, which is determined as ten years. The Company also periodically reviews the carrying value to ascertain for any impairment and provides for impairment where required.

Our procedures focused on validating the current carrying value by:

1. Ascertaining the functional structure of the product software and technology platform and their reasonableness; and

2. (a) Evaluating the appropriateness of the revenue

forecasts and operating cash flows that could be generated based on the current functionality of the product software and technology platform, included in the business forecast for the foreseeable future.

(b) Reviewing the reasonableness of the key assumptions including those driving the cash flows underpinning the analysis, by:

i) Comparing historical budget forecasts against actual results.

ii) Comparing forecast growth to business plans approved by the Board.

2. Investment in Subsidiaries

The Company has various overseas subsidiaries. The carrying cost of the investment in these subsidiaries under equity as on 31 March 2024 is Rs. 3,919.83 Mn (PY: 3,925.93 Mn). The investments in these subsidiaries are considered by the Company as long-term, strategic, and essential in nature in achieving the commercial objectives of the Company.

Investment in Subsidiaries represents a substantial portion of the Company’s assets and financial position.

The valuation of investments in overseas subsidiaries involves assessing the subsidiaries' financial performance, market conditions, and economic factors in their respective countries. Additionally, these subsidiaries may face specific

risks such as political instability, economic downturns, or regulatory changes, which could impair their value.

Overseas subsidiaries are subject to various legal and regulatory requirements in their respective jurisdictions. Ensuring compliance with local laws, regulations, and accounting standards is essential, as non-compliance could result in financial reporting errors or legal consequences.

Given the materiality, complexity, and risks associated with the Investment in Overseas Subsidiaries, this is considered a Key Audit Matter.

Auditor’s Response

We have evaluated the carrying cost of the investments in subsidiaries. In the process of evaluation, we have considered the Company’s view that these are long-term, strategic and essential in nature. While evaluating the statement by the Company, we have considered the interdependency between the Company and its subsidiaries, the manner in which the operations are carried out by the Company and its subsidiaries. We have taken note of the fact that these subsidiaries have been established by the Company to meet the requirement of the customers to enter into contracts with the Company’s local entities, and also the need to have local entities to comply with the work permit related requirements while deploying the Company’s resources in such local entities.

Central to this evaluation is a detailed examination of the cumulative impact of amount of the subsidiaries' Retained Earnings on the Company’s financial statements. Our conclusion reflects the careful consideration of these findings also.

3. Trade Receivables, Unbilled License Revenue and Unbilled Service Revenue

Trade Receivables

Trade receivables are amounts billed but not yet received. As on 31 March 2024, amount outstanding on this account is Rs. 619.61 Mn (PY: 844.21 Mn). Of this Rs. 39754 Mn (PY: 519.57 Mn) is receivable from twelve subsidiaries.

Unbilled License Revenue

Revenue recognition in the case of Licenses is on delivery of the software and when the customer obtains a right to use such license. The revenue recognized over billing is classified as Unbilled License Revenue and grouped under Financial Assets (both Current and Non-Current). The amount outstanding as on 31 March 2024 is Rs. 0.10 Mn (PY: 266.61 Mn).

I n the case of Unbilled Service Revenue, the Company creates a provision using a 12-month ECL based on simplified approach, where credit risk has not increased significantly. In other cases, the impairment is measured based on probability of default over lifetime.

In our evaluation of the key audit matters concerning Trade Receivables and Unbilled Revenue, we have undertaken a comprehensive analysis which includes the following:

1. A thorough examination was conducted by us, of the provision made by the company, a measure delineated by the Company as one-time provision after performing a strategic evaluation of all business units, considering various factors like project viability, ageing, decision to exit unprofitable solutions, customer descoping and country specific risks. We have factored in this provision into our evaluation alongside our analysis and the rationale behind it. Furthermore, we have taken into account the evolution of the Company's business model over the past two years, that has resulted in lowering the risk of Unbilled Revenue.

2. We have reviewed the credit risk policy of the Company. The implementation of such policy has been audited through audit / review of accounts through compliance and substantive testing of selected samples. The substantive audit procedures include ascertaining the contractual obligation of the customers, execution status of the selected projects and consequent recoverability, historical evidence of the ability of the Company in reviving certain stagnant projects.

3. We assessed the ageing of Trade Receivables and Unbilled Revenue, the customer’s historical billing and collection patterns along with the technical status of the projects and whether any payments post year-end have been received up to the date of this report. We have also ascertained the key judgments and assumptions used by the Management in the recoverability assessment of Trade Receivables, Unbilled License Revenue and Unbilled Service Revenue.

INFORMATION OTHER THAN STANDALONE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

The Company’s Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in

the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility and Sustainability Report, Corporate Governance and Shareholder’s Information, but does not include the Standalone Financial Statements, Consolidated Financial Statements and our audit report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

MANAGEMENT’S RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS

The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation of the Standalone Financial Statements that give a true and fair view of the Financial Position, Financial Performance (including Other Comprehensive Income), Changes in Equity and Cash Flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued there under. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate Internal Financial Controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing,

as applicable, matters related to going concern and using the going concern basis of accounting unless Management and Board of Directors, either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We, also:

i. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

ii. Obtain an understanding of Internal Financial Controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate Internal Financial Controls system in place and the operating effectiveness of such controls.

iii. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

iv. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Company to cease to continue as a going concern.

v. Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in:

i. Planning the scope of our audit work and in evaluating the results of our work; and

ii. To evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our audit report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the ‘Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d. I n our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the Directors as on 31 March 2024 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2024 from being appointed as a Director in terms of Section 164 (2) of the Act.

f. We have enclosed our report in ‘Annexure B” with respect to the adequacy of the Internal Financial Controls over financial reporting of the Company and the operating effectiveness of such controls. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s Internal Financial Controls over financial reporting.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations claims against the Company as at 31 March 2024 on its financial position in its Standalone Financial Statements - note no.32 in the Standalone Financial Statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts that were required to be transferred by the Company to the Investor Education and Protection Fund.

iv. (a) The management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kinds of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding whether recorded in writing or otherwise, that the Intermediary shall:

• Whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”), or

• Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• Whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”), or

• Provide any guarantee, security, or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on the audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv)(a) and (iv)(b) contain any material misstatement.

v. There is no dividend declared or paid during the year by the Company and hence the requirement of compliance with Section 123 of the Act does not arise.

vi. The Company has used accounting softwares for maintaining its books of account for the financial year ended 31 March 2024, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

h. With respect to the matter to be included in the Audit

Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its Directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any Director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For M.S. JAGANNATHAN & N. KRISHNASWAMI

Chartered Accountants Firm Registration No.: 001208S

K. SRINIVASAN

Partner

Membership No.: 021510 UDIN: 24021510BKAHCN9093

Chennai 21 May 2024