Ramco Industries Limited has initiated a postal ballot process to seek shareholder approval for the re-appointment of Shri Ajay Bhaskar Baliga as a Non-Executive Independent Director for a second term of five years. The proposed tenure is scheduled to commence on July 27, 2026, and conclude on July 26, 2031. The company has stated that the re-appointment is necessary to comply with the requirement for 50% independent directors on the board, given that the non-executive chairman is a promoter.

Shri Ajay Bhaskar Baliga currently serves as the Chairman of the Audit Committee and a member of the Risk Management Committee. He was first appointed to the board on July 27, 2021, for a term ending July 26, 2026. The company has confirmed that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee, at its meeting on May 27, 2026, evaluated his performance and recommended the re-appointment to the board. The board has subsequently endorsed this recommendation, citing his experience in business development, strategy management, and supply chain management. Shri Baliga holds no shares in the company and is not related to any other directors or key managerial personnel.

Voting Schedule and Procedure

Shareholders registered on the books of the company as of the cut-off date, Friday, May 29, 2026, are eligible to participate in the voting process. The company has engaged Central Depository Services (India) Limited (CDSL) to facilitate the remote e-voting facility. The voting period will remain open for nearly a month, allowing shareholders sufficient time to cast their votes.

Shri K. Srinivasan, Chartered Accountant and Partner at M/s. M.S. Jagannathan & N. Krishnaswami, has been appointed as the scrutinizer to ensure the e-voting process is conducted fairly. The scrutinizer is required to submit a report within two working days of the conclusion of voting, specifically by July 7, 2026. The resolution will be deemed to have been passed on the last date of e-voting if it receives the requisite majority.

Director Profile and Remuneration

Shri Ajay Bhaskar Baliga is a freelance Management & Strategy Consultant with over 40 years of experience in the alcoholic beverages industry. He previously served as Executive Director for Allied Blenders and Distillers Private Ltd. and as Global Supply Director for Diageo Plc. He also holds independent directorships at E.I.D. - Parry (India) Limited and The Ramco Cements Limited.

For the financial year 2025-26, Shri Baliga was paid sitting fees totaling ₹7,20,000. The proposed re-appointment terms stipulate that he will be eligible for remuneration by way of sitting fees for attending board and committee meetings, along with reimbursement of related expenses, as determined by the board.

Ramco Industries reported a consolidated net profit of ₹306.26 crore for the financial year ended March 31, 2026, a significant increase from ₹180.91 crore in the previous year. The company's consolidated revenue from operations for the year rose to ₹1,792.22 crore compared to ₹1,674.05 crore in FY25. The Board of Directors has recommended a dividend of ₹1.25 per equity share of Re 1 each for the financial year 2025-26, subject to shareholder approval at the Annual General Meeting scheduled for August 20, 2026.

Financial Performance Overview

For the quarter ended March 31, 2026, the company reported a consolidated net profit of ₹87.63 crore, up from ₹35.71 crore in the corresponding quarter of the previous year. Revenue from operations for Q4 FY26 stood at ₹501.83 crore, compared to ₹422.62 crore in Q4 FY25. On a standalone basis, net profit for the year increased to ₹111.26 crore from ₹88.36 crore in the prior year, while revenue grew to ₹1,443.50 crore from ₹1,402.40 crore.

Operational Metrics and Margins

The company's operational efficiency improved during the year, with the consolidated net profit margin rising to 7.4% from 6.1% in the previous year. The Building Products segment remained the primary revenue driver, contributing ₹1,596.87 crore to the consolidated revenue for the year. The Textiles segment reported revenue of ₹193.46 crore, while the Windmills segment contributed ₹20.13 crore.

Board Decisions and Corporate Governance

The Board approved the audited financial results for the quarter and year ended March 31, 2026. The statutory auditors issued unmodified opinions on both the standalone and consolidated financial results. Additionally, the Board approved a proposal to seek shareholder consent through postal ballot for the reappointment of Shri Ajay Bhaskar Baliga as a Non-Executive Independent Director for a second term of five years commencing July 27, 2026. The company's debt-equity ratio improved to 0.03 for the consolidated entity as of March 31, 2026, down from 0.05 in the previous year.