Meeting Details

The Thirty-Second Annual General Meeting of Compucom Software Limited will be held on Wednesday, September 9, 2026, at 04:00 P.M. IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The deemed venue is the Registered Office of the Company at IT 14-15, EPIP, Sitapura, Jaipur - 302022, Rajasthan.

Ordinary Business

1. Adoption of Financial Statements

To adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Auditors thereon.

2. Declaration of Final Dividend

To declare a final dividend of 12.50% i.e. ₹0.25 per equity share (face value ₹2.00 each) for the financial year ended March 31, 2026.

  • Total dividend payout: ₹1,97,81,297 (subject to deduction of tax at source).
  • Record Date: Wednesday, September 02, 2026, for determining entitlement of members.
  • Dividend will be paid within 30 days of declaration (i.e., by October 9, 2026) to shareholders registered as of the record date.
  • Dividend will be paid only through electronic mode as mandated by SEBI.

3. Re-appointment of Director Retiring by Rotation

To appoint a director in place of Mr. Ajay Kumar Surana (DIN:01365819), who retires by rotation and, being eligible, offers himself for re-appointment.

Special Business

4. Re-appointment of Mr. Vaibhav Suranaa as Executive Director

To consider and approve the re-appointment of Mr. Vaibhav Suranaa (DIN:05244109) as Whole Time Director designated as Executive Director for a further period of 3 years, effective from August 01, 2026, to July 31, 2029.

Remuneration Terms:

  • Basic Salary: Up to ₹5,00,000 per month (₹60 lakh per annum).
  • Perquisites (Category I): Not exceeding ₹2,00,000 per month, including:
  • Housing allowance or furnished accommodation (7.5% or 15% of basic salary deduction).
  • Club fees for a maximum of two clubs.
  • Medical reimbursement for self, spouse, and close relatives.
  • Leave Travel Concession for self and family once a year.
  • Benefits (Category II - excluded from perquisite ceiling):
  • Company's contribution to Provident Fund/Superannuation Fund.
  • Gratuity payable not exceeding half a month's basic salary for each completed year of service.
  • Earned leave on full pay, not exceeding one month's leave for every eleven months of service.
  • Other Benefits (Category III):
  • Free use of company car with driver (personal use billed).
  • Free telephone facility at residence (personal long-distance calls billed).
  • Reimbursement of expenses incurred in discharge of duties.
  • No sitting fees for Board or Committee meetings.
  • Other Terms: The appointment can be terminated by either party with three months' prior notice. He will cease to be Whole Time Director if he ceases to be a Director for any reason and will be liable to retire by rotation.
  • Rationale: Based on recommendation of the Nomination and Remuneration Committee. Mr. Suranaa is a promoter group member, an IIT Delhi and IIM Ahmedabad alumnus with over eight years of experience in IT, digital media, and business management.
  • Financial Impact: The remuneration is payable even in years of inadequate profits, subject to Schedule V of the Companies Act, 2013.
  • Interested Parties: Mr. Surendra Kumar Surana (Chairperson, MD & CEO) is the father of Mr. Vaibhav Suranaa and is interested in the resolution.

5. Appointment of Dr. Arvind Kumar Dwivedi as Independent Director

To consider and approve the appointment of Dr. Arvind Kumar Dwivedi (DIN:11699585) as an Independent Director for a first term of 2 years, from June 15, 2026, to June 14, 2028.

  • He was initially appointed as an Additional Director (Non-Executive and Independent) by the Board on May 28, 2026.
  • He has submitted a declaration of independence under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI LODR.
  • He is registered with the Independent Directors' Databank maintained by IICA.
  • Qualifications: Ph.D. from IIT Roorkee, M.E. (Civil Engineering) with Gold Medal.
  • Experience: Over 38 years in civil engineering, technical education, and administration. Former Pro Vice Chancellor at Jagannath University, Jaipur, and Rajasthan Technical University, Kota.
  • Remuneration: He will be entitled to sitting fees for attending Board and Committee meetings, as approved by the Board.
  • No other Director or KMP is interested in this resolution.

6, 7, 8, 9, 10. Employee Stock Option Scheme 2026 (CSL-ESOS 2026)

A series of resolutions to seek approval for the adoption and implementation of a new Employee Stock Option Scheme.

Key Parameters of the Scheme:

  • Scheme Name: COMPUCOM SOFTWARE LIMITED - EMPLOYEE STOCK OPTION SCHEME 2026 (CSL-ESOS 2026).
  • Total Options: Up to 26,99,379 (Twenty-Six Lakh Ninety-Nine Thousand Three Hundred Seventy-Nine) options, convertible into an equal number of equity shares of face value ₹2 each.
  • Implementation Route: Through an irrevocable trust named Compucom Software Limited Employee Welfare Trust.
  • Share Acquisition: The trust will acquire shares through secondary acquisition from the market (not new issuance by the company).
  • Eligible Employees: Employees and Directors (excluding Independent Directors) of Compucom Software Ltd., its Holding Company, Subsidiaries, Associates, and Group Companies (present and future). Excludes Promoters, Promoter Group, and any director holding more than 10% of the outstanding equity shares.
  • Vesting Period: Minimum 1 year, maximum 4 years from the grant date.
  • Exercise Period: Maximum 4 years from the date of vesting.
  • Exercise Price: To be determined by the Nomination and Remuneration Committee; will not be lower than the face value and not more than the market price on the grant date.
  • Accounting: The company will use the fair value method for accounting as per Ind AS 102.
  • Secondary Acquisition Limits: The total shares held by the trust shall not exceed 2% of the paid-up equity capital at the end of the previous financial year. Acquisition in any financial year shall not exceed 2% of the paid-up equity capital as at the end of the respective previous financial year.
  • Funding: The company may provide an interest-free loan to the trust for purchasing shares, not exceeding 5% of the aggregate of paid-up capital and free reserves of the company. The loan will be repayable from the proceeds realized from the exercise of options by employees.
  • Resolution 6: Approval for the adoption of the scheme for company employees.
  • Resolution 7: Approval to extend the scheme to employees of Holding, Subsidiary, Associate, and Group companies.
  • Resolution 8: Approval to grant options to identified employees amounting to 1% to 3% of the issued capital in any one year.
  • Resolution 9: Approval for the secondary acquisition of shares by the trust.
  • Resolution 10: Approval for the company to provide a loan to the trust for purchasing shares.

Other AGM Logistics & Notes

  • E-voting Period: Commences on Saturday, September 05, 2026 (9:00 AM IST) and ends on Tuesday, September 08, 2026 (5:00 PM IST). The cut-off date for determining voting rights is September 02, 2026.
  • Scrutinizer: CS Manoj Maheshwari, FCS 3355, has been appointed to scrutinize the e-voting process.
  • Dispatch: The notice and annual report were dispatched electronically starting Thursday, August 13, 2026.
  • Green Initiative: Members are requested to update their email IDs with their Depository Participants or the RTA (MCS Share Transfer Agent Ltd.) to support paperless communication.
  • IEPF: Unclaimed dividends for 7 consecutive years are transferred to the Investor Education and Protection Fund (IEPF).