California Software 34th AGM Approves All Resolutions

Meeting Details

Date of Meeting: Tuesday, 29th September 2026
Time: 05.00 P.M.
Mode: Video Conferencing / Other Audio Visual Means (VC/OAVM)
Type of Meeting: 34th Annual General Meeting

Proposed Resolutions and Implications

Four resolutions were proposed and approved:

1. Ordinary Resolution: To receive, consider, and adopt the audited standalone and consolidated financial statements comprising the audited balance sheet as of March 31, 2026, the statement of profit and loss, and the cash flow statement for the year ended on that date and the reports of the Board and Auditors thereon

2. Ordinary Resolution: To appoint a Director in place of Mr. Frederick Ivor Bendle (DIN: 03156399), Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment

3. Special Resolution: To Re-appoint Mr. Duraiswamy Basuvaiah (DIN: 09258691) as an Independent Director of the Company

4. Special Resolution: To Re-appoint Mr. Vijayakumar Madhavan (DIN: 07892448) as a Whole-time Director of the Company

Voting Process and Methods

The voting was conducted exclusively through e-voting facilitated by National Depository Services (India) Limited (NSDL). The company has both fully paid-up shares of ₹10 each and partly paid-up equity shares of ₹2.50 each, with voting rights exercised in proportion to the paid-up value.

Key Voting Outcomes

Resolution 1 (Ordinary Resolution - Financial Statements)

Fully Paid Shares:

Total votes cast: 1,88,50,757 (53.80% of outstanding shares)
Votes in favor: 1,88,47,602 (99.98% of votes polled)
Votes against: 3,155 (0.02% of votes polled)

Partly Paid Shares:

Total votes cast: 2,39,73,159 (20.25% of outstanding shares)
Votes in favor: 2,39,73,159 (100% of votes polled)
Votes against: 0 (0% of votes polled)

Consolidated Results:

Total votes cast: 4,28,23,916 shares representing 2,48,44,046 votes
Votes in favor: 99.99%
Votes against: 0.0074%

Resolution 2 (Ordinary Resolution - Director Re-appointment)

Fully Paid Shares:

Total votes cast: 1,88,50,757 (53.80% of outstanding shares)
Votes in favor: 1,88,50,386 (99.99% of votes polled)
Votes against: 371 (0.001% of votes polled)

Partly Paid Shares:

Total votes cast: 2,39,73,159 (20.25% of outstanding shares)
Votes in favor: 2,39,73,159 (100% of votes polled)
Votes against: 0 (0% of votes polled)

Consolidated Results:

Total votes cast: 4,28,23,916 shares representing 2,48,44,046 votes
Votes in favor: 99.99%
Votes against: 0.01%

Resolution 3 (Special Resolution - Independent Director)

Fully Paid Shares:

Total votes cast: 1,88,50,757 (53.80% of outstanding shares)
Votes in favor: 1,88,47,302 (99.98% of votes polled)
Votes against: 3,455 (0.02% of votes polled)

Partly Paid Shares:

Total votes cast: 2,39,73,159 (20.25% of outstanding shares)
Votes in favor: 2,39,73,159 (100% of votes polled)
Votes against: 0 (0% of votes polled)

Consolidated Results:

Total votes cast: 4,28,23,916 shares representing 2,48,44,046 votes
Votes in favor: 99.99%
Votes against: 0.008%

Resolution 4 (Special Resolution - Whole-time Director)

Fully Paid Shares:

Total votes cast: 1,88,50,757 (53.80% of outstanding shares)
Votes in favor: 1,88,47,302 (99.98% of votes polled)
Votes against: 3,455 (0.02% of votes polled)

Partly Paid Shares:

Total votes cast: 2,39,73,159 (20.25% of outstanding shares)
Votes in favor: 2,39,73,159 (100% of votes polled)
Votes against: 0 (0% of votes polled)

Consolidated Results:

Total votes cast: 4,28,23,916 shares representing 2,48,44,046 votes
Votes in favor: 99.99%
Votes against: 0.008%

Participation Breakdown

Total shareholders as on cut-off date (22nd September 2026): 20,611 for Fully Paid Shares and 1,425 for Partly Paid Shares
Promoter & Promoter Group: Held 1,53,22,972 fully paid shares and voted 100% in favor on all resolutions
Public Institutions: Held 300 fully paid shares with no votes cast
Public Non-Institutions: Held 1,97,12,038 fully paid shares with 17.897% participation

Scrutinizer's Role and Findings

Mr. Ramanathan Nachiappan, Designated Partner of M/s. S. Dhanapal & Associates LLP, Practicing Company Secretaries, was appointed as Scrutinizer. The scrutinizer confirmed:

The voting process was conducted in a fair and transparent manner
No invalid votes were cast in any resolution
All resolutions were approved with requisite majority
Compliance with Companies Act, 2013 and Rules made thereunder

Compliance Confirmation

The document confirms compliance with:

Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Section 108 of the Companies Act, 2013
Rule 20 of the Companies (Management and Administration) Rules, 2014

Additional Information

Results were declared at the registered office on 30th September 2026
The company has its registered office at Prince Infocity I, 12th Floor, Rajiv Gandhi Salai, Kandanchavadi, Perungudi, Chennai 600096