Meeting Details
The 29th Annual General Meeting of Ramco Systems Limited was held on Thursday, August 20, 2026 at 3:00 PM IST through Video Conferencing/Audio-Visual Means. The meeting concluded at 3:40 PM IST. A total of 67 members attended the meeting.
Directors Present
The following directors attended the meeting:
- Mr. P R Venketrama Raja (Chairman & Chairperson of Stakeholders' Relationship Committee) - VC/Chennai
- Justice P P S Janarthana Raja (Retd.) (Independent Director & Chairperson of Audit Committee & Nomination and Remuneration Committee) - VC/Chennai
- Mr. A V Dharmakrishnan (Non-Executive Director) - VC/Chennai
- Mr. P V Abinav Ramasubramaniam Raja (Managing Director) - VC/Chennai
- Mr. Sankar Krishnan (Non-Executive Director) - VC/Thiruvananthapuram
- Dr. M S Krishnan (Independent Director) - VC/Michigan, USA
- Dr. Aravind Srinivasan (Independent Director) - VC/Chennai
- Justice Chitra Venkatraman (Retd.) (Independent Director) - VC/Chennai
Other Attendees
- Mr. Mithun V (Company Secretary) - VC/Chennai
- Mr. Raghuveer Sandesh Bilagi (Chief Executive Officer) - VC/Chennai
- Mr. R Ravi Kula Chandran (Chief Financial Officer) - VC/Chennai
- Mr. K Srinivasan (Partner, M S Jagannathan & N Krishnaswami, Chartered Accountants & Scrutinizer) - VC/Chennai
- Mrs. Madura Ganesh (Representing SRSV & Associates, Internal Auditors) - VC/Chennai
- Mr. K Sriram (Partner, Sriram Krishnamurthy & Co., Company Secretaries, Secretarial Auditors) - VC/Chennai
Proceedings Summary
The meeting was conducted in compliance with the Companies Act, 2013, SEBI regulations, and MCA circulars. Remote e-voting was conducted through CDSL from August 17, 2026 (9:00 AM) to August 19, 2026 (5:00 PM).
The Chairman delivered a speech covering business highlights for the year, operational stabilization, transformation and growth initiatives, order booking, revenues, profitability, SBU-wise business performance, diversity & culture - Human Resources, Awards and outlook for FY 2026-27.
Three out of six registered speaker shareholders participated in the Q&A session, with questions answered by the Chief Executive Officer & Managing Director.
Resolutions Passed
Ordinary Business
Resolution No. 1 - Adoption of Accounts: Shareholders adopted the Board's Report and the Company's Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2026, along with the Auditors' Reports thereon.
Resolution No. 2 - Retirement by Rotation and Reappointment: Mr. A V Dharmakrishnan (DIN: 00693181) was reappointed as a Director of the Company, subject to retirement by rotation.
Special Business
Resolution No. 3 - Employee Stock Option Scheme 2026: Shareholders approved the creation of ESOS 2026 for up to 1,500,000 Employee Stock Options exercisable into equity shares of face value ₹10 each. The scheme includes:
- Non-Executive Directors (excluding Independent Directors) can be granted up to 300,000 options per annum and 500,000 options in aggregate
- Scheme to be administered by Nomination and Remuneration Committee
- Implementation through direct route with cash mechanism
- Shares will rank pari passu with existing equity shares
- Board authorized to modify, amend, or terminate the scheme as needed
Resolution No. 4 - Extension of ESOS 2026 to Group Companies: Shareholders approved extending the ESOS 2026 benefits to eligible employees of group companies, subsidiary companies, and associate companies in India or outside India.
Voting and Compliance
Mr. K Srinivasan was appointed as Scrutinizer for the meeting. Voting results along with the scrutinizer report will be submitted to stock exchanges within 2 working days as per Regulation 44(3) of SEBI LODR Regulations, 2015, and will be placed on the company website.