Ramco Systems shareholders approve ESOS 2026 at 29th AGM
- Shareholders approved ESOS 2026 allowing grants of up to 15 lakh stock options
- Financial statements for FY26 were adopted without auditor qualifications
- Mr. A V Dharmakrishnan was reappointed as a director by rotation
- Non-executive directors capped at 3 lakh options annually under new scheme
*this image is generated using AI for illustrative purposes only.
Ramco Systems shareholders approved the Employee Stock Option Scheme 2026 during its 29th Annual General Meeting held on August 20, 2026. The company also adopted its audited financial statements for FY26 and reappointed a director.
The meeting was conducted via video conferencing, with Chairman P R Venketrama Raja presiding. Sixty-seven members attended the proceedings. The Board presented business highlights, operational updates, and an outlook for FY27.
Key Resolutions
Shareholders passed four resolutions during the meeting. Two ordinary resolutions dealt with routine business matters, while two special resolutions focused on employee compensation structures.
| Resolution Type | Description | Status |
|---|---|---|
| Ordinary | Adoption of Standalone and Consolidated Financial Statements for FY26 | Passed |
| Ordinary | Reappointment of Mr. A V Dharmakrishnan as Director | Passed |
| Special | Approval of Employee Stock Option Scheme 2026 (ESOS 2026) | Passed |
| Special | Extension of ESOS 2026 benefits to Group/Associate Companies | Passed |
Employee Stock Option Scheme Details
The approved ESOS 2026 allows the Board to grant up to 15,00,000 employee stock options. These options are exercisable into equity shares of face value ₹10 each. The scheme applies to employees and directors of Ramco Systems and its group companies in India or abroad.
Non-executive directors, excluding independent directors, can receive up to 3,00,000 options per annum. The aggregate limit for this category is capped at 5,00,000 options under the scheme. The Nomination and Remuneration Committee will administer the plan as the Compensation Committee.
Shares issued under the scheme will rank pari passu with existing equity shares. The implementation follows a cash mechanism through fresh allotment. The Board retains authority to adjust options for corporate actions like bonus issues or stock splits.
Governance and Compliance
Mr. A V Dharmakrishnan retires by rotation and was reappointed as a Non-Executive Director. The Nomination and Remuneration Committee recommended his reappointment.
Statutory Auditors M S Jagannathan & N Krishnaswami issued reports without qualifications or adverse remarks. Secretarial Auditors also confirmed compliance with applicable laws. M K Srinivasan served as the Scrutinizer for the voting process.
The Company Secretary confirmed that remote e-voting was available from August 17 to August 19, 2026. Voting results will be submitted to stock exchanges within two working days.
Historical Stock Returns for Ramco Systems
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.01% | -10.90% | -31.27% | +6.75% | +24.84% | +19.80% |
How might the dilution from the 15 lakh new stock options impact Ramco Systems' earnings per share (EPS) in FY27 and beyond?
What specific performance metrics or vesting schedules has the Board established to ensure ESOS 2026 aligns employee incentives with long-term shareholder value?
Given the extension of benefits to group companies, how will Ramco Systems manage potential cross-border regulatory complexities for its international workforce?
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