Meeting Details

  • Date and Time: Thursday, August 20, 2026 at 03:00 P.M. IST
  • Mode: Video Conference / Other Audio-Visual Means
  • Cut-off date for eligibility: Thursday, August 13, 2026
  • Location: Virtual meeting conducted through https://www.evotingindia.com

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To consider and adopt the Report of the Board of Directors, Audited Separate (Standalone) Financial Statements for FY ended March 31, 2026, together with Auditors' Report, and the Audited Consolidated Financial Statements for the same period.

2. Director Re-appointment: To consider and appoint Mr. A V Dharmakrishnan (DIN: 00693181) who retires by rotation and has offered himself for re-appointment. Mr. Dharmakrishnan is a 69-year-old Chartered Accountant with four decades of professional experience, currently serving as CEO of The Ramco Cements Limited and holding 195,692 shares in Ramco Systems as of March 31, 2026.

Special Business

3. Employee Stock Option Scheme - 2026: Special resolution to approve ESOS 2026 and grant of up to 15,00,000 stock options convertible into equity shares of face value ₹10 each to eligible employees and directors of the company and its group companies.

  • Non-Executive Directors (excluding Independent Directors) may be granted up to 3,00,000 options per annum and 5,00,000 options in aggregate
  • Scheme to be administered by Nomination and Remuneration Committee
  • Implementation through direct route (fresh allotment)
  • Shares to rank pari passu with existing equity shares
  • Vesting period: 1 to 10 years from grant date
  • Exercise period: Up to 10 years from vesting date
  • Exercise price: Not more than market price and not less than face value

4. Extension of ESOS 2026 to Group Companies: Separate special resolution to extend ESOS benefits to employees and directors of group companies including subsidiaries and associates in India or outside India.

Voting Process and Methods

  • Remote e-voting period: Monday, August 17, 2026 (09:00 A.M.) to Wednesday, August 19, 2026 (05:00 P.M.)
  • Platform: CDSL e-voting system at https://www.evotingindia.com
  • Methods:
  • For demat holders: Through depository participants (CDSL/NSDL) using demat account credentials
  • For physical shareholders: Through folio number and PAN details on evotingindia.com
  • Non-individual members: Corporate registration module with board resolution upload
  • Voting during AGM: Members attending virtually who haven't voted remotely can vote during the meeting

Scrutinizer Appointment

Mr. K Srinivasan, Chartered Accountant (Membership No. 021510), Partner of M S Jagannathan & N Krishnaswami, has been appointed as Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner. The scrutinizer will submit a consolidated report within 2 working days of conclusion of the meeting.

Compliance with Laws and Regulations

The meeting is conducted in compliance with:

  • Companies Act, 2013
  • MCA Circular No. 03/2025 dated September 22, 2025
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
  • Secretarial Standard - 2 on General Meetings

Additional Information

  • The notice and annual report are being sent electronically to members with registered email addresses
  • Physical share transfer requests will be processed only in dematerialized form as per SEBI LODR Regulation 40
  • Members are encouraged to update nomination details using Form SH-13
  • Public notice published in Business Standard (English) and Makkal Kural (vernacular)
  • Results will be placed on company website (www.ramco.com) and CDSL website after declaration
  • Helpdesk contacts: CDSL toll-free 1800 21 09911 or helpdesk.evoting@cdslindia.com