Key Resolution Details

The company is seeking shareholder approval through a special resolution via postal ballot (remote e-voting only) for:

  • Re-appointment of Shri Ajay Bhaskar Baliga (DIN 00030743) as a Non-Executive Independent Director
  • Second term of five consecutive years from 27th July, 2026 to 26th July, 2031

Voting Timeline and Process

  • Cut-off date for determining voting rights: Friday, 29th May, 2026
  • Remote e-voting period: 09:00 AM IST on Saturday, 6th June, 2026 to 05:00 PM IST on Sunday, 5th July, 2026
  • E-voting services provided by Central Depository Services (India) Limited (CDSL)
  • Results declaration: On or before 7th July, 2026 (Tuesday)

Director Background and Qualifications

Shri Ajay Bhaskar Baliga:

  • Current first term ends: 26th July, 2026
  • DIN: 00030743
  • Age: 67 years, Indian national
  • Education: B.Tech. (Chemical Engineering)
  • Experience: Over 40 years in Alcobev industry, former Executive Director of Allied Blenders and Distillers Private Ltd., Global Supply Director for Diageo Plc
  • Current roles: Chairman of Audit Committee, Member of Risk Management Committee at Ramco Industries
  • Other directorships: E.I.D. - Parry (India) Limited (Listed), The Ramco Cements Limited (Listed), Parry Sugars Refinery India Private Limited (Unlisted)
  • Shareholding in Ramco Industries: Nil
  • Sitting fees for FY 2025-26: ₹7,20,000

Approval Process

  • Recommended by Nomination and Remuneration Committee on 27th May, 2026
  • Recommended by Board of Directors
  • Consent and declarations received from Shri Baliga in Form DIR-2
  • Registered with Independent Directors Data Bank of Indian Institute of Corporate Affairs
  • Cleared self-assessment test conducted by Indian Institute of Corporate Affairs

Remuneration Terms

  • Eligible for sitting fees under Section 197(5) of Companies Act, 2013
  • Reimbursement of expenses for attending Board and Committee meetings
  • Terms and conditions to be determined by the Board from time to time

Document Availability

The notice is available on:

  • Company website: www.ramcoindltd.com
  • Stock exchange websites: www.bseindia.com and www.nseindia.com
  • CDSL website: www.evotingindia.com

Scrutinizer Appointment

Shri K. Srinivasan, Chartered Accountant (Membership No. 021510), Partner of M/s. M.S. Jagannathan & N. Krishnaswami, appointed as scrutinizer for the e-voting process.

Disclosure of Interest

Except Shri Ajay Bhaskar Baliga (the appointee), none of the Directors, Key Managerial Personnel, or their relatives are concerned or interested in the resolution. Shri Baliga has no pecuniary relationship or transactions with the company.