Shareholders meeting

July 25, 2026 National Stock Exchange of India Ltd., BSE Ltd., Exchange Plaza, 5th Floor, Corporate Relationship Department, Plot No:C/1, G Block, Phiroze Jeejheebhoy Towers, Bandra Kurla Complex, Bandra (E), Dalal Street, Mumbai – 400 001. Mumbai – 400 051. Scrip: 532370 Scrip: RAMCOSYS Dear Sir/Madam, Sub: Notice of the 29th Annual General Meeting Please find enclosed the Notice of the 29th Annual General Meeting scheduled to be held on August 20, 2026. Brief details of the 29th Annual General Meeting: Date & Time of the Meeting 03.00 P.M. on Thursday, August 20, 2026 Mode of the Meeting Video Conference / Other Audio-Visual Means Cut-off date for E-Voting August 13, 2026 E-Voting start time, day & date 09:00 A.M. on Monday, August 17, 2026 E-Voting end time, day & date 05:00 P.M. on Wednesday, August 19, 2026 Website for casting the vote and to https://www.evotingindia.com participate in the Meeting The aforesaid intimation is also being hosted on the website of the Company 29th AGM Notice.pdf . Kindly take on record the same. Thanking you, For RAMCO SYSTEMS LIMITED MITHUN V COMPANY SECRETARY & COMPLIANCE OFFICER Encl: As above CC: Central Depository Services (India) Limited Registrar and Share Transfer Agent Ramco Systems Limited Corporate Office: 64, Sardar Patel Road, Taramani, Chennai 600 113, Tamilnadu, India. Tel: +91 44 2235 4510 / 6653 4000, Fax: +91 44 2235 5704│CIN : L72300TN1997PLC037550 Registered Office: 47, P.S.K. Nagar, Rajapalayam 626 108, Tamilnadu, India. Global Offices: India│Singapore│ Malaysia│Indonesia│Hong Kong│China│Vietnam│Macau│Japan│Philippines│Australia│ New Zealand│UAE│Saudi Arabia│USA│Canada│United Kingdom│Germany│Switzerland│Spain│Sudan│South Africa www.ramco.com RAMCO SYSTEMS LIMITED Registered Office: 47, P S K Nagar, Rajapalayam - 626 108. Corporate Office: 64, Sardar Patel Road, Taramani, Chennai - 600 113. CIN: L72300TN1997PLC037550 E-mail : investorrelations@ramco.com Website:www.ramco.com Phone: +91 44 2235 4510 / 6653 4000 NOTICE TO THE MEMBERS NOTICE is hereby given that the Twenty Ninth Annual General Meeting (“AGM”) of the Members of Ramco Systems Limited, will be held on Thursday, August 20, 2026, at 03.00 p.m. through Video Conferencing / Other Audio Visual Means (VC), to transact the following business: ORDINARY BUSINESS: 1. To consider and adopt: a. the Report of the Board of Directors, Audited Separate (Standalone) Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditors thereon. “RESOLVED THAT the Board’s Report, the Company’s Separate (Standalone) and Consolidated Audited Financial Statements for the financial year ended March 31, 2026 and the Auditors’ Reports thereon be and are hereby considered and adopted.” 2. To consider and appoint a Director in place of of Mr. A V Dharmakrishnan (DIN: 00693181), who retires by rotation and being eligible, has offered himself for re-appointment: “RESOLVED THAT Mr. A V Dharmakrishnan, (DIN: 00693181), who retires by rotation being eligible and willing for re-appointment and recommended by the Nomination and Remuneration Committee and the Board of Directors for re-appointment, be and is hereby re-appointed as a Director of the Company, subject to retirement by rotation on such remuneration as may be fixed by the Board of Directors.” SPECIAL BUSINESS: 3. To consider and approve the Employee Stock Option Scheme - 2026 and grant of Stock Options to the eligible employees of the Company. To consider and if thought fit, to pass, the following resolution as a SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under (including any statutory amendment thereto or re-enactment thereof), Regulation 6(1) and other applicable provisions, if any, of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations”), the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), as amended from time to time, relevant provisions of the Memorandum of Association and Articles of Association of the Company and any other applicable and prevailing statutory Guidelines / Circulars in that behalf and subject further to such other approval(s), consent(s), permission(s), and / or sanction(s) as may be necessary from the appropriate regulatory authority(ies) / institution(s) and such conditions and modifications as may be prescribed / imposed by the appropriate regulatory authority(ies) / institution(s) while granting such approval(s), consent(s), permission(s) and / or sanction(s), the consent of the Members of the Company be and is hereby accorded for approval of Employee Stock Option Scheme – 2026 (hereinafter referred to as “ESOS 2026”/ “Scheme”) and the Board of Directors (hereinafter referred to as the “Board of Directors/the Board” which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee, which the Board of Directors has constituted to exercise its powers, including the powers, conferred by this resolution) be and is hereby authorised to create, grant, offer, issue and allot under the Scheme, in one or more tranches, not exceeding 15,00,000 (Fifteen Lakhs) Employee Stock Options (“Options”), (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time), to or for the Ramco Systems Limited benefit of Employees and Directors of the Company, its Group Company(ies) including its Subsidiary Company(ies) or its Associate Company(ies), in India or outside India, of the Company (as permitted under the applicable laws from time to time), ("Employees”) exercisable into not more than 15,00,000 (Fifteen Lakhs) Equity Shares (“Shares”) of face value of Rs. 10/- each (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time) on such terms and in such manner as the Board of Directors may decide in accordance with the provisions of the applicable laws and the provisions of the Scheme. RESOLVED FURTHER THAT the Non-Executive Directors of the Company, excluding Independent Directors, be granted up to a maximum of 3,00,000 Options per annum and up to a maximum of 5,00,000 Options in the aggregate under the Scheme. RESOLVED FURTHER THAT the Scheme shall be administered by the Nomination and Remuneration Committee (“Committee”) of the Company who shall have all the necessary powers as defined in the Scheme and is hereby designated as Compensation Committee in pursuance of the SEBI (SBEB & SE) Regulations for the purpose of administration and implementation of the Scheme. RESOLVED FURTHER THAT the Scheme shall be implemented through direct route, for extending the benefits to the eligible Employees by the way of fresh allotment and will follow cash mechanism. RESOLVED FURTHER THAT the Shares, to be issued and allotted by the Company under the Scheme shall rank pari passu in all respects with the then existing Equity Shares of the Company. RESOLVED FURTHER THAT the Company shall conform to the applicable Accounting Policies, Guidelines or Accounting Standards as may be applicable from time to time, including the disclosure requirements prescribed therein. RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, stock splits, consolidation of shares, the outstanding options to be granted under the Scheme shall be suitably adjusted for the number of options as well as the [Showing first 8,000 characters — download PDF for full document]