Ramco Systems shareholders approve ESOS 2026 at 29th AGM
- Ramco Systems shareholders passed all four resolutions at the 29th AGM held on August 20, 2026
- The Employee Stock Option Scheme 2026 allows granting up to 15,00,000 options to eligible employees
- Public institutions voted against the ESOS resolutions, while promoters voted unanimously in favour
- A V Dharmakrishnan was reappointed as a Non-Executive Director retiring by rotation
*this image is generated using AI for illustrative purposes only.
Ramco Systems shareholders approved the Employee Stock Option Scheme 2026 (ESOS 2026) and three other resolutions at its 29th Annual General Meeting held on August 20, 2026. The voting results were declared on August 21, 2026.
The meeting commenced at 3:00 pm and concluded at 3:40 pm, with Chairman P R Venketrama Raja presiding. A total of 67 members attended through video conferencing, comprising 9 from the promoter and promoter group and 58 from the public. The record date for determining voting eligibility was August 13, 2026, on which date the total number of shareholders stood at 36,652. Remote e-voting was available from August 17, 2026 to August 19, 2026.
Key resolutions passed
Shareholders passed two ordinary resolutions covering routine business and two special resolutions focused on employee compensation. The following table summarises the outcome of each resolution.
| Resolution | Type | Description | Votes in favour (%) | Votes against (%) | Result |
|---|---|---|---|---|---|
| 1 | Ordinary | Adoption of standalone and consolidated financial statements for FY26 | 99.9997% | 0.0003% | Passed |
| 2 | Ordinary | Reappointment of A V Dharmakrishnan as Director | 99.7348% | 0.2652% | Passed |
| 3 | Special | Approval of ESOS 2026 for Company employees | 94.4511% | 5.5489% | Passed |
| 4 | Special | Extension of ESOS 2026 to Group/Subsidiary/Associate Companies | 94.4472% | 5.5528% | Passed |
Detailed voting results
All 2,30,30,055 votes polled were valid across each of the four resolutions, representing 61.26% of outstanding shares. The promoter and promoter group, holding 2,08,63,500 shares, voted 100% in favour on all four resolutions. Public institutional shareholders, holding 50,21,347 shares, voted entirely in favour on Resolutions 1 and 2, but cast all 12,76,208 votes against Resolutions 3 and 4.
| Category | Shares held | Votes polled | % polled |
|---|---|---|---|
| Promoter and promoter group | 2,08,63,500 | 2,08,63,500 | 100% |
| Public institutions | 50,21,347 | 12,76,208 | 25.4157% |
| Public non-institutions | 1,17,11,817 | 8,90,347 | 7.6021% |
| Total | 3,75,96,664 | 2,30,30,055 | 61.2556% |
Employee Stock Option Scheme 2026 details
The approved ESOS 2026 authorises the Board to grant up to 15,00,000 employee stock options, exercisable into equity shares of face value ₹10 each. The scheme covers employees and directors of Ramco Systems and its group, subsidiary, and associate companies in India or abroad.
Key terms of the scheme include:
- Vesting Period: Options vest starting from one year after the grant date, extending up to a maximum of ten years from the grant date.
- Exercise Price: Determined by the Nomination and Remuneration Committee (NRC) at the time of grant, linked to the Market Price. The price shall not exceed the Market Price and shall not be less than the face value of the share.
- Exercise Period: Options can be exercised within a maximum period of ten years from the date of respective vesting.
- Eligibility: Employees designated by the Company working in India or abroad, and Directors (excluding Independent Directors). Promoters and those holding more than 10% of outstanding equity shares are excluded.
- Caps: Non-executive directors may receive up to 3,00,000 options per annum, with an aggregate cap of 5,00,000 options under the scheme. No individual employee can receive more than 1% of issued equity share capital without separate shareholder approval.
Shares issued under the scheme will rank pari passu with existing equity shares and will be implemented through fresh allotment via a cash mechanism. There is no lock-in period for shares allotted upon exercise. The NRC will administer the scheme as the Compensation Committee under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
Governance and compliance
A V Dharmakrishnan (DIN: 00693181), who retires by rotation, was reappointed as a Non-Executive Director on the recommendation of the Nomination and Remuneration Committee. Statutory Auditors M S Jagannathan & N Krishnaswami issued reports without qualifications or adverse remarks. Srinivasan Krishnaswami, Chartered Accountant and Partner of M S Jagannathan & N Krishnaswami, served as the independently appointed Scrutinizer for the voting process and issued the consolidated scrutinizer's report on August 21, 2026. Voting results were filed with the stock exchanges in compliance with Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE246B01019/b615fbac-4c35-4122-9995-f4b094f11afa.pdf
Historical Stock Returns for Ramco Systems
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +2.06% | +5.18% | -4.53% | +51.17% | +33.60% | +32.06% |
How might the significant opposition from public institutional shareholders regarding the ESOS 2026 impact Ramco Systems' future investor relations and governance perception?
What is the expected dilution effect on existing shareholders' equity given the authorization of 1.5 million new shares through fresh allotment?
How will the Nomination and Remuneration Committee determine the exercise price relative to current market volatility to ensure the scheme remains attractive to talent?
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