General information about company |
|
|---|---|
| Scrip Code | 532370 |
| NSE Symbol | RAMCOSYS |
| MSEI Symbol | NOTLISTED |
| ISIN | INE246B01019 |
| Name of the entity | RAMCO SYSTEMS LIMITED |
| Date of start of financial year | 01-Apr-2025 |
| Date of end of financial year | 31-Mar-2026 |
| Reporting Quarter | Yearly |
| Date of Quarter Ending | 31-Mar-2026 |
| Type of company | Equity |
| Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes |
| Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes |
| Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | No |
| Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity | The Company has not acquired any shares or voting rights in any unlisted company during the quarter. |
| Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | Yes |
| Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | Yes |
| Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | No |
| Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity | Counter Guarantee to Promoter Group Company Rajapalayam Mills Limited, in respect of Corp Guarantee given to customer of the Company was closed w.e.f. September 07, 2025 and same was disclosed in 30th September 2025 Integrated Governance Reporting. |
| Risk management committee | Yes |
| Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | r00067 |
| Reason For No SCORE ID | |
| Type of Submission | New |
| Remarks (website dissemination) | |
Annexure I |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||||||||||
| I. Composition of Board of Directors |
| Disclosure of notes on composition of board of directors explanatory | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Whether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | Disqualification of Directors under section 164 of the Companies Act, 2013 | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr. | PUSAPADI RAMASUBRAMANIA RAJA VENKETRAMA RAJA | 00331406 | Non-Executive - Non Independent Director | Chairperson related to Promoter | 14-May-1959 | No | Active | NA | 19-Feb-1997 | 13-Aug-2025 | 5 | 0 | 7 | 4 | |||||||||||
| 2 | Mr. | POOSAPADI VENKETRAMA RAJA ABINAVRAMASUBRAMANIAMRAJA | 07273249 | Executive Director | Not Applicable | MD | 21-Jul-1993 | No | Active | NA | 04-Jun-2017 | 08-Nov-2024 | 3 | 0 | 1 | 0 | ||||||||||
| 3 | Mr. | ARRAKUNDAL VELAYUTHA RAJA DHARMAKRISHNAN | 00693181 | Non-Executive - Non Independent Director | Not Applicable | 25-Jan-1957 | No | Active | NA | 31-Jan-2008 | 10-Aug-2023 | 2 | 0 | 4 | 0 | |||||||||||
| 4 | Mr. | SANKAR KRISHNAN | 01597033 | Non-Executive - Non Independent Director | Not Applicable | 01-Nov-1967 | No | Active | NA | 11-May-2018 | 21-Aug-2024 | 1 | 0 | 2 | 0 | |||||||||||
| 5 | Mr. | POSAPADI PERUMAL SUBBA RAJA JANARTHANA RAJA | 06702871 | Non-Executive - Independent Director | Not Applicable | 21-Jan-1951 | No | Active | Yes | 10-Aug-2023 | 29-Aug-2018 | 29-Aug-2023 | 91.5 | 2 | 2 | 7 | 4 | |||||||||
| 6 | Mr. | MAYURAM SWAMINATHAN KRISHNAN | 08539017 | Non-Executive - Independent Director | Not Applicable | 20-Jan-1964 | No | Active | NA | 07-Feb-2024 | 14-Mar-2024 | 25.8 | 2 | 2 | 2 | 0 | ||||||||||
| 7 | Mr. | ARAVIND SRINIVASAN | 00088037 | Non-Executive - Independent Director | Not Applicable | 16-Sep-1969 | No | Active | NA | 07-Feb-2024 | 14-Mar-2024 | 25.8 | 2 | 2 | 2 | 0 | ||||||||||
| 8 | Mrs. | CHITRA VENKATARAMAN | 07044099 | Non-Executive - Independent Director | Not Applicable | 22-Apr-1952 | No | Active | NA | 25-Mar-2025 | 12.5 | 3 | 3 | 2 | 0 | |||||||||||
Annexure 1 |
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|---|---|
II. Composition of Committees |
|
| Disclosure of notes on composition of committees explanatory | |
Audit Committee Details |
|
|---|---|
| Whether the Audit Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 06702871 | POSAPADI PERUMAL SUBBA RAJA JANARTHANA RAJA | Non-Executive - Independent Director | Chairperson | 29-Aug-2018 | ||
| 2 | 00693181 | ARRAKUNDAL VELAYUTHA RAJA DHARMAKRISHNAN | Non-Executive - Non Independent Director | Member | 27-Jul-2014 | ||
| 3 | 01597033 | SANKAR KRISHNAN | Non-Executive - Non Independent Director | Member | 22-May-2019 | ||
| 4 | 08539017 | MAYURAM SWAMINATHAN KRISHNAN | Non-Executive - Independent Director | Member | 01-Apr-2024 | ||
| 5 | 00088037 | ARAVIND SRINIVASAN | Non-Executive - Independent Director | Member | 01-Apr-2024 | ||
| 6 | 07044099 | CHITRA VENKATARAMAN | Non-Executive - Independent Director | Member | 27-Mar-2025 |
Nomination and remuneration committee |
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|---|---|
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 06702871 | POSAPADI PERUMAL SUBBA RAJA JANARTHANA RAJA | Non-Executive - Independent Director | Chairperson | 22-May-2019 | ||
| 2 | 00693181 | ARRAKUNDAL VELAYUTHA RAJA DHARMAKRISHNAN | Non-Executive - Non Independent Director | Member | 01-Apr-2024 | ||
| 3 | 00088037 | ARAVIND SRINIVASAN | Non-Executive - Independent Director | Member | 01-Apr-2024 |
Stakeholders Relationship Committee |
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|---|---|---|
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00331406 | PUSAPADI RAMASUBRAMANIA RAJA VENKETRAMA RAJA | Non-Executive - Non Independent Director | Chairperson | 09-Mar-2000 | ||
| 2 | 00693181 | ARRAKUNDAL VELAYUTHA RAJA DHARMAKRISHNAN | Non-Executive - Non Independent Director | Member | 27-Jul-2014 | ||
| 3 | 07273249 | POOSAPADI VENKETRAMA RAJA ABINAVRAMASUBRAMANIAMRAJA | Executive Director | Member | 11-May-2018 | ||
| 4 | 06702871 | POSAPADI PERUMAL SUBBA RAJA JANARTHANA RAJA | Non-Executive - Independent Director | Member | 29-Aug-2018 |
Risk Management Committee |
|
|---|---|
| Whether the Risk Management Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00331406 | PUSAPADI RAMASUBRAMANIA RAJA VENKETRAMA RAJA | NED | Chairperson | 28-Jul-2021 | ||
| 2 | 07273249 | POOSAPADI VENKETRAMA RAJA ABINAVRAMASUBRAMANIAMRAJA | ED | Member | 01-Apr-2024 | ||
| 3 | 08539017 | MAYURAM SWAMINATHAN KRISHNAN | ID | Member | 01-Apr-2024 | ||
| 4 | 00693181 | ARRAKUNDAL VELAYUTHA RAJA DHARMAKRISHNAN | NED | Member | 28-Jul-2021 | ||
| 5 | 99999999 | R RAVI KULA CHANDRAN | Chief Financial Office | Member | 28-Jul-2021 | Textual Information(1) | |
| 6 | 99999999 | RAGHUVEER SANDESH BILAGI | Chief Operating Office | Member | 28-Jul-2021 | Textual Information(2) |
Text Block |
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| Textual Information(1) | Since he does not hold any Directorships in any of the Companies India, DIN has not been obtained. He has been inducted as a Member of the Risk Management Committee, being a senior executive of the Company. |
| Textual Information(2) | Since he does not hold any Directorships in any of the Companies India, DIN has not been obtained. He has been inducted as a Member of the Risk Management Committee, being a senior executive of the Company. |
Annexure 1 |
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|---|---|---|---|---|---|---|---|---|
| III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* | |
| 1 | 04-Nov-2025 | Yes | 8 | 8 | 4 | |||
| 2 | 28-Jan-2026 | 84 | Yes | 8 | 7 | 3 | ||
Annexure 1 |
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|---|---|---|---|---|---|---|---|---|---|---|
| IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 04-Nov-2025 | Yes | 6 | 6 | 4 | 0 | |||
| 2 | Audit Committee | 28-Jan-2026 | 84 | Yes | 6 | 5 | 3 | 0 | ||
| 3 | Stakeholders Relationship Committee | 28-Jan-2026 | Yes | 4 | 4 | 1 | 0 | |||
| 4 | Stakeholders Relationship Committee | 11-Mar-2026 | 41 | Yes | 4 | 4 | 1 | 0 | ||
| 5 | Risk Management Committee | 11-Mar-2026 | Yes | 6 | 4 | 1 | 2 | |||
Annexure 1 |
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|---|---|---|
| VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | i. Report submitted for the previous quarter ended 31.12.2025 was placed before the Board of Directors at its Meeting held on 28.01.2026 and there were no specific comments observations advice from the Board. ii. This report will be placed at the forthcoming meeting of the Board of Directors. Any comments observations advice of Board of Directors will be incorporated in the subsequent compliance. |
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Annexure 1 |
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|---|---|---|
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Mithun V |
| 2 | Designation | Company Secretary and Compliance Officer |
Details of Cyber security incidence |
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|---|---|---|
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Other details of cyber security incidence or breaches or loss of data event | ||
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr | Date of the event | Brief details of the event |
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| Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
|---|---|---|---|---|
| I. Disclosure on website in terms of LODR Regulation | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. | Web address |
| 1.1 | Details of business | Yes | https://www.ramco.com/ | |
| 1.2 | Memorandum of Association and Articles of Association | Yes | https://www.ramco.com/hubfs/investor-relations/MOA-AOA.pdf | |
| 1.3 | Brief profile of board of directors including directorship and full time positions in body corporates | Yes | https://www.ramco.com/investors/corporate-governance | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://f.hubspotusercontent20.net/hubfs/494075/independent-directors-terms-of-appointment.pdf | |
| 3 | Composition of various committees of board of directors | Yes | https://www.ramco.com/investors/corporate-governance#BoardCommittees | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://www.ramco.com/hubfs/494075/PDF%20Download%20URL/Code%20of%20Conduct%20and%20Business%20Ethics/code-of-conduct-business-ethics.pdf | |
| 5 | Details of establishment of vigil mechanism or whistle blower policy | Yes | https://www.ramco.com/hubfs/494075/PDF%20Download%20URL/Whistle%20Blower%20Policy/ramco-whistle-blower-policy.pdf | |
| 6 | Criteria of making payments to non-executive directors | Yes | https://www.ramco.com/hubfs/494075/PDF%20Download%20URL/Nomination%20and%20Remuneration%20Policy/ramco-nomination-and-remuneration-policy.pdf | |
| 7 | Policy on dealing with related party transactions | Yes | https://www.ramco.com/hubfs/494075/PDF%20Download%20URL/Related%20Party%20Transaction%20Policy/ramco-related-party-transaction-policy.pdf | |
| 8 | Policy for determining material subsidiaries | Yes | https://www.ramco.com/hubfs/494075/PDF%20Download%20URL/Material%20Subsidiary%20Policy/ramco-material-subsidiary-policy.pdf | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | https://www.ramco.com/hubfs/DIRECTORS-FAMILIARISATION-PROGRAMME.pdf | |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://www.ramco.com/investor-relations/corporate-governance/investor-grievances-contact-details | |
| 11 | Email address for grievance redressal and other relevant details | Yes | https://www.ramco.com/investor-relations/disclosure-of-events/announcements#ShareholderGrievanceRedressal | |
| 12 | Financial results | Yes | https://www.ramco.com/investor-relations/financial-results | |
| 13 | Shareholding pattern | Yes | https://www.ramco.com/investor-relations/investor-information/shareholding-pattern/ | |
| 14 | Details of agreements entered into with the media companies and/or their associates | Yes | https://www.ramco.com/investor-information#AgreementwithMediaCompanies | |
| 15.1 | Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet | Yes | https://www.ramco.com/investors/investor-interaction#GistofInvestorCall | |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | https://www.ramco.com/investor-information#MeetingRecordings https://www.ramco.com/investors/investor-interaction | |
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | https://www.ramco.com/investor-relations/investor-information/newspaper-publication/ | |
| 18 | Credit rating or revision in credit rating obtained | Yes | https://www.ramco.com/investor-relations/disclosure-of-events/announcements#IntimationOutcome | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity | Yes | https://www.ramco.com/investor-relations/annual-reports#SubsidiaryFinancials | |
| 20 | Secretarial compliance report | Yes | https://www.ramco.com/investor-relations/investor-information/annual-secretarial-compliance | |
| 21 | Materiality policy as per regulation 30 (4) | Yes | https://www.ramco.com/hubfs/494075/PDF%20Download%20URL/Policy%20on%20Disclosure%20of%20Material%20Events%20and%20Information/Policy-on-Disclosure-of-Material-Events-and-Information.pdf | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | https://www.ramco.com/hubfs/investor-relations/Authorisation-For-Determination-Of-Materiality.pdf | |
| 23 | Disclosures under regulation 30(8) | Yes | https://www.ramco.com/investor-relations/disclosure-of-events/announcements#IntimationOutcome | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | Yes | https://www.ramco.com/investor-relations/statements-of-deviations-or-variations-as-specified-in-regulation-32 | |
| 25 | Dividend distribution policy as specified in regulation 43A (1) | Yes | https://www.ramco.com/hubfs/494075/PDF%20Download%20URL/Dividend%20Distribution%20Policy/DIVIDEND-DISTRIBUTION-POLICY.pdf | |
| 26.1 | Annual return as provided under section 92 of the Companies Act 2013 | Yes | https://www.ramco.com/investor-relations/investor-information/annual-return/ | |
| 26.2 | Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021 | |||
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | https://www.ramco.com/investor-relations/information-under-regulation-46-of-sebi | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation | Yes | Yes | |
| 29 | Disclosure of notes on website in terms of Listing Regulations explanatory | |||
Annexure II |
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|---|---|---|---|---|
| II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility | 16(1)(b) | Yes | |
| 2 | Board Composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | Yes | |
| 3 | Meeting Of Board Of Directors | 17(2) | Yes | |
| 4 | Quorum of board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 32 | Approval for material related party transactions | 23(4) | NA | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | Yes | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
| 39 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 47 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
| 48 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2), 26A(3) | NA | |
| Any other information to be provided - Add Notes | ||||
| Annexure II | ||
|---|---|---|
| III. Affirmations | ||
| Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes |
| Any other information to be provided | ||
| Annexure II | ||
|---|---|---|
| 1 | Name of signatory | Mithun V |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure |
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|---|---|---|---|
| Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc. | |||
| I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below | |||
| (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to | |||
| Entity | Aggregate amount advanced during six months | Balance outstanding at the end of six months | |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By | |||
| Entity | Type (guarantee, comfort letter etc.) | Aggregate amount of issuance during six months | Balance outstanding at the end of six months(taking into account any invocation) |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by | |||
| Entity | Type of security (cash, shares etc.) | Aggregate value of security provided during six months | Balance outstanding at the end of six months |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (D) Additional Information | |||
| II. Affirmations | |||
| Affirmations | Compliance Status | Company Remarks | |
| All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. | $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.anx4aAffirmComplStatus") | ||
| Name | |||
| Designation | |||
| Place | |||
| Date | |||
Signatory Details |
|
|---|---|
| Name of signatory | Mithun V |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Chennai |
| Date | 28-Apr-2026 |
Investor Grievance Details |
|
|---|---|
| No. of investor complaints pending at the beginning of Quarter | 0 |
| No. of investor complaints received during the Quarter | 0 |
| No. of investor complaints disposed off during the Quarter | 0 |
| No. of investor complaints those remaining unresolved at the end of the Quarter | 0 |
Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- |
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| Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies | |||||
| Sr. No. | Name of the unlisted company in which shares or voting rights have been acquired | Date of acquisition | Aggregate holding (% shares or voting rights) as at the end of the previous quarter | % shares or voting rights acquired during the quarter | Aggregate holding (% shares or voting rights) as at the end of the quarter |
Disclosure of Imposition of Fine or Penalty |
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| Any Other Information for Disclosure of Imposition of Fine or Penalty | |||||
| Sr. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
| 1 | Assistant Commissioner of GST & Central Excise, Chennai | Adjudication in the matter of wrong availment of CENVAT Credit on ineligible input services | 12-Feb-2026 | Penalty under proviso to Section 76 of the Finance Act, 1994 read with rule 15(1) of the CENVAT Credit Rule, 2004 towards wrong availment of CENVAT Credit on ineligible input services Rs. 61,688. | Penalty of Rs. 6,169 was paid on 24-02-2026. |
Disclosure of Updates to Ongoing Tax Litigations or Disputes |
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| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | |||||
| Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute | |
| 1 | Income Tax Department / Ministry of Finance / CBDT | 09-Feb-2021 | AY 2018-19 & AY 2019-20 - Same is still pending before the Honourable High Court of Madras. Further for AY 2018-19, Appeal was filed before ITAT on 09-08-2024 against the CIT order u/s 250 , relating to denial of MAT credit u/s 115JAA amounting to Rs. 9.78 Crs. ITAT had vide its order dated 11-11-24, blocked the appeal for 4 months, awaiting the decision of the Hon'ble High Court. Further heard the appeal on 09-04-2025 and blocked the hearing for further 6 months. | The case is yet to be taken up for hearing by the Honourable High Court of Madras. The Company had filed a petition with ITAT to withdraw the appeal relating to AY 2018-19 and ITAT accepted our petition and dismissed the appeal on 27-02-2026. | |
| 2 | Income Tax Department | 09-Aug-2024 | AY 2020-21 - AO passed an order u/s 143(3) and raised a demand of Rs. 4.47 Crs against the Company, mainly on account of denial of relief u/s 90/91 and omission to give effect to brought forward losses. Appeal was filed before ITAT on 09/08/2024 against the above issues, as well as denial of MAT credit u/s115JAA. In view of the MAT credit matter pending with High Court for earlier years, adjourment was sought for 4 months on 26/11/24 . The case is yet to be taken up for hearing by the ITAT. _________________________________________ Further to the above, the Company has also re-filed the a petition for rectification through the e-filing portal with the Assessing Officer on 06/03/2025 _________________________________________ AO passed rectification order u/s 154 dated 10/06/2025 granting the relief u/s 90/91 and giving effect to brought forward losses. Consequently, the Company has filed a petition for withdrawl of these grounds with ITAT on 21/07/2025 | The Company had filed a petition with ITAT to withdraw the appeal relating to AY 2020-21 relating to the MAT credit u/s 115JAA and ITAT accepted our petition and dismissed the appeal in relation to this matter. This was done to facilitate ITAT to consider other matters in the appeal. Accordingly, ITAT passed an order dated 11-03-2026 directing the AO to delete the TP adjustment made on guarantee fee and the adjustment of interest on overdue receivables from AEs. | |
| 3 | Income Tax Department | 03-Apr-2026 | AY 2023-24 - The Company has received Assessment Order dated 02-03-2026 issued u/s 143(3) r.w.s. 144C(3) r.w.s. 144B of the Income Tax Act, 1961 for AY 2023-24, determining a tax demand of Rs.0.30 Mln. and making transfer pricing adjustments aggregating to Rs.404.11 Mln. | Appeal has been filed with CIT (A) on 03-04-2026 and the tax demand of Rs. 0.30 Mln., was also paid under protest, pending disposal of the appeal. | |
| 4 | Commissioner of Internal Revenue, Philippines | 05-Jun-2025 | FY 2017-18 - Ramco System Inc., Philippines (RSI) a 100% subsidiary of Ramco Systems Limited, India has received a decision from the Commissioner of Internal Revenue (CIR) dated 29/04/2025, relating to the financial year 2017-18, demanding PHP 60.18 Mln. (approximately Rs.92.89 Mln.), consisting of Income Tax, Value Added Tax, Expanded Withholding Tax, Withholding Tax on Compensation, Documentary Stamp Tax and Final Withholding Tax, and Interest. Petition for review was filed with the Court of Tax Appeals, Quezon City Philippines on 02/07/2025. | RSI had gone for mediation with the CIR with the Court appointed mediator at the Philippine Mediation Centre. Pursuant to this, the Company has filed its offer of Compromise setellement for PHP 8 Mln. (approximately Rs. 12.35 Mln.), on 03-03-2026 with the Bureau of Internal Revenue (BIR). The BIR is yet to confirm the acceptance or rejection of RSI's offer. | |
| 5 | Comissioner of GST and Central Excise | 19-May-2025 | FY: 2020-21 In the annual scrutiny for the year 2020-21, GST input credit availed on certain input services were determined as ineligible as per Sec. 17 (5) of CGST Act by the GST Authorities, leading to issue of the Order dated 25-02-2025, demanding Rs.11.25 Million towards GST, with applicable interest and Rs.1.13 Million towards penalty | Appeal filed by the Company on 19-05-2025, against the said order with Commissioner of GST and Central Excise (Appeals II), was heard on 06-04-2026, Order is awaited. | |