Ramco Systems Ltd

Purpose and scope

• Ornge goes live with Ramco's Digital Task Card across all maintenance bases.

Key features and deployment

• eSign-off enables real-time digital task sign-offs meeting Transport Canada requirements.
• Mechanic Anywhere Mobile App enables remote access to docs and tasks.
• Task cards migrated to eSign-off-ready format; Work Summary Reports added.

Operational impact

• Near real-time visibility into progress, sign-off status, and completion.
• Paperless workflow across AW-139 and PC-12 fleets.

Context and metrics

• Ramco Aviation Software serves 24,000+ users to manage 4,000+ aircraft.
• 90+ aviation organizations onboard Ramco.

ESOS 2026 approval and key terms

• Approval of ESOS 2026 by shareholders at the 29th AGM on Aug 20, 2026; voting results Aug 21.
• ESOS 2026 covers 15,00,000 options convertible into equal number of Rs 10 equity shares.
• Exercise price to be fixed by NRC at grant, linked to market price with possible discount.
• Vesting period: minimum 1 year from grant; maximum 10 years; continued employment required.
• Exercise window: up to 10 years from vesting; exercisable in multiples; requires valid Demat account.
• Cap per employee: up to 1% of issued equity capital per grant; larger grants need approval.
• Non-Executive Directors may receive up to 3,00,000 options per year; aggregate limit 5,00,000.
• Implementation: direct issue of new equity shares; administered by Nomination and Remuneration Committee.
• Eligibility: employees and certain directors; promoters excluded; new joinees may participate.
• Compliance: SEBI SBEB 2021; accounting under IND-AS 102; fair value method used.

AGM Details

• 29th AGM held on 20 August 2026 at 3:00 PM IST via Video Conferencing.

Resolutions put to vote

• Resolution 1: Adoption of standalone and consolidated financial statements and auditors' reports.
• Resolution 2: Re-appointment of A V Dharmakrishnan after retirement by rotation.
• Resolution 3: Approval of ESOS 2026 to grant options to eligible employees.
• Resolution 4: ESOS 2026 extension to group/subsidiary/associate employees in India or abroad.

Voting status

• Voting results not disclosed in this filing; results to be communicated to exchanges within two working days.

Director changes

• A V Dharmakrishnan to be re-appointed as director after retirement by rotation.

Auditors

• No changes to statutory or other auditors indicated.

ESOS framework

• ESOS 2026 allows up to 15 lakh options for employees.
• Non-executive directors may receive up to 3 lakh options per year; 5 lakh aggregate.
• Scheme administered by Nomination & Remuneration Committee; cash-based exercise.
• Shares rank pari passu with existing shares; adjustments for corporate actions.

Other AGM observations

• Meeting conducted via VC; quorum present; concluded at 3:40 PM.

AGM details

• AGM date/time/mode: 20 Aug 2026, 3:00–3:40 PM, via VC/OAVM.
• Record date: 13 August 2026.
• Total shareholders on record: 36,652.
• Remote e-voting window: 17–19 August 2026.

Key resolutions

• Resolution 1 (Ordinary): Adopt Board Report and audited standalone and consolidated financial statements.
• Resolution 2 (Ordinary): Reappoint A V Dharmakrishnan as Director on rotation.
• Resolution 3 (Special): Approve Employee Stock Option Scheme 2026 for eligible employees.
• Resolution 4 (Special): Approve extension of ESOS 2026 to employees of group/subsidiaries.

Voting results

• Resolution 1 passed with 99.9997% in favour.
• Resolution 2 passed with 99.7348% in favour.
• Resolution 3 passed with 94.4511% in favour.
• Resolution 4 passed with 94.4472% in favour.

Director changes

• A V Dharmakrishnan reappointed as Director; retirement by rotation.

ESOS details

• ESOS 2026 approved for eligible employees; cap up to 15,00,000 options.
• Extension of ESOS 2026 to group/subsidiaries approved.
• Scheme administered by Nomination and Remuneration Committee; options rank pari passu with equity.
• Board authorized to modify and implement the Scheme and obtain approvals.
• Implementation via fresh allotment and cash mechanism.

AGM details

• Date/time: August 20, 2026, 3:00 PM IST; mode: VC.
• Remote e-voting: August 17–19, 2026.
• Cut-off for voting: August 13, 2026.
• Attendance: 67 members via VC.
• Meeting concluded: 3:40 PM.

Resolutions

• Resolution 1 (Ordinary): Adoption of Board's Report and financial statements.
• Resolution 2 (Ordinary): Reappointment of A V Dharmakrishnan (Independent Director).
• Resolution 3 (Special): ESOS 2026 approval for employees.
• Resolution 4 (Special): ESOS 2026 extension to group/subsidiaries.
• Voting results to be submitted to stock exchanges within 2 working days.

ESOS framework and administration

• ESOS 2026 administered by Nomination and Remuneration Committee.
• Cap: up to 15,00,000 options; options rank pari passu with equity.
• Board authorized to modify scheme for corporate actions.

Scrutinizer

• Scrutinizer: K Srinivasan, Chartered Accountant.

Partnership

• Pem-Air selects Ramco Aviation Software as the engine MRO platform.

Capabilities

• AI-led capabilities include Service Bulletin Agent and Gen AI assistants.

Ramco Aviation footprint

• Ramco Aviation Software serves 24,000+ users across 4,000+ aircraft.
• 90+ aviation organizations onboard.

Pem-Air profile

• Pem-Air is FAA and EASA-certified engine MRO services provider.

Contract win and system deploy

• Royal Jordanian Airlines selects Ramco's Aviation Software to support its next growth phase.
• Ramco Aviation Software to cover Engineering/CAMO, Maintenance, MRO, Supply Chain, Safety, and Compliance.
• Platform provides centralized documentation, audit-ready reporting, and paperless operations.
• Digital enablers include digital task cards, mobility, dashboards, and real-time visibility.
• Ramco will integrate with Royal Jordanian's existing IT landscape.
• Ramco Aviation Software serves 24,000+ users across 4,000+ aircraft and 90+ customers.
• Ramco offers cloud delivery via Anywhere Apps with AI and automation.

Go-live details

• Aurecon deploys Ramco Payce Payroll Managed Services across seven APAC markets.
• Markets: Singapore, Hong Kong, Malaysia, Thailand, the Philippines, Vietnam, Indonesia.
• Ramco manages gross and net pay, retroactive pay and increments, and payslips for Aurecon.
• Central payroll team gains 360-degree view via Ramco BInGO; Workday integration across seven countries.
• Integrates with third-party banking partners; secure, consistent data flow across markets.
• Outcome: improved payroll accuracy and timeliness; cost efficiencies; access to modern payroll tech.
• Ramco Payce offers global coverage across 150+ countries and AI/RPA-enabled payroll.

Overview

• Standalone BRSR for FY2025-26; Ramco Systems is an ERP software solutions provider.
• 100% turnover from software development activities: writing, modifying, testing computer programs.
• Exports account for 70% of turnover.
• Domestic markets across four states; international footprint in twenty countries; six domestic and four international offices.
• CSR applicability under the Companies Act 2013: No.
• Assurance on BRSR: None.

Key ESG Risks & Opportunities

• Energy management risks; emphasis on energy efficiency and renewable sourcing toward carbon neutrality.
• Climate change risk; aims for Net Zero emissions with technology solutions for customers.
• Diversity, equity and inclusion positive; recognized as Best Organization for Women.
• Human rights risk; robust human capital management system strengthens governance.
• Digital talent empowerment positive; upskilling boosts engagement and performance.
• Talent acquisition, development & retention risk; focus on motivated workforce and skill development.
• Education and skill development positive; ongoing reskilling aligned with tech needs.
• Customer relations risk; dedicated service teams to ensure satisfaction.
• Data privacy and security risk; ISO 27001 certified protection measures.

Governance & Policy Highlights

• Board oversight of ESG risks; CSR Committee directly engaged in ESG governance.
• Policies include anti-corruption/anti-bribery, whistleblower, human rights, and data privacy; board-approved.
• Assurance on BR: none; no external assurance reported.
• Certifications: ISO 9001:2015, ISO 20000-1:2018, ISO 27001:2022 by TÜV Rheinland.
• Fines/penalties: none reported in FY2025-26.
• Policies extend to value chain partners; web link to policies provided.
• Highest BR oversight: Chairman of the Board; ESG Head leads implementation.
• BR sustainability governance: CSR Committee comprises Chairman, independent director, and others.
• Annual review of BR policies and statutory compliance by Board/Committee; external assessments for ISO standards conducted.
• Policy coverage for all NGRBC principles; policies translated into procedures; continuous governance.

Social Responsibility & Workforce

• Total staff 1,506; permanent 1,442 (871 male, 571 female); others 64; no workers.
• Board female representation: 12.5% (1 of 8); KMP female: 0.
• Turnover: permanent males 18.31%, females 15.53%; overall 17.22%.
• Human rights training: 4.32% of employees trained.
• Well-being spend: 1.14% of revenue.
• OHS: LTIFR 0; no fatalities; comprehensive health and safety program with EAP.
• Accessibility for differently abled; equal opportunity policy in place.
• Parental leave: return-to-work 63%; retention 85% for permanent employees.
• Union membership: none; no workers category.
• Grievance channels: esg@ramco.com for HR and HR-related concerns; investor grievances via investorrelations@ramco.com.

Environmental Performance

• Total energy from non-renewable sources: 13,199.28 GJ; renewables: 0 GJ.
• Energy intensity: 0.0000006028 MTCO2e per rupee turnover; 9.15 GJ per FTE.
• GHG emissions: Scope 1 175.64 tCO2e; Scope 2 2,012.20 tCO2e.
• Water withdrawal: 7,990 KL; consumption: 1,598 KL; third-party water 7,629 KL.
• Water discharge to third parties: 6,392 KL; no designated discharges to surface water.
• Waste generated: total 11.65 MT; e-waste 0.68 MT; other non-hazardous waste 10.87 MT; disposed 10.97 MT.
• Zero Liquid Discharge not applicable; PAT designation not applicable.
• Certifications: ISO 9001/2000-1/27001; environmental controls aligned with policy.

Stakeholder Engagement & Complaints

• Stakeholders identified: employees, customers, shareholders/investors, suppliers, government/regulators, local communities.
• Engagement frequency: regular with employees and customers; periodic with investors; regular CSR with communities.
• Customer complaints: 1 filed, 1 pending; online tracking system (rTrack) used for issue resolution.
• Shareholder complaints: 1 filed, 0 pending.
• Investors and other stakeholders engaged through meetings, emails, and stock exchange filings.
• Grievance policy web link provided; primary channels include wecare@ramco.com for communities.

Other Notable Metrics

• Input material sourcing: MSMEs 13.43%; inputs from India 73.77% of total.
• Related party transactions: purchases from RPTs 12.38%; sales to RPTs 61.05%; investments 100%.
• Data privacy: framework in place; no data breaches; policy available; ISO 27001 compliant.
• R&D and Capex: R&D 22.94% directed to environmental/social improvements; Capex 0.28% for energy efficiency.
• No product recalls; no significant cyber incidents; ongoing focus on responsible advertising and service delivery.