Compucom Software Limited has intimated the stock exchanges about approvals granted by its Board of Directors in a meeting held on Thursday, 28th May 2026 at the company's registered office at IT-14-15, EPIP, Sitapura, Jaipur–302022, Rajasthan.

Board Approvals

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC), approved two key items:

1. Compucom Software Limited - Employee Stock Option Scheme 2026 (CSL-ESOS 2026) for eligible employees of the company and its holding company(ies), subsidiary company(ies), associate company(ies) and group company(ies) (present and future). The scheme is formulated in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations).

2. Grant of Options equal to or exceeding one per cent (1%) but not exceeding three per cent (3%) of the issued Capital of the Company during any one year to identified employees under CSL-ESOS 2026.

Both approvals are subject to approval of shareholders to be obtained in the ensuing Annual General Meeting.

Scheme Details (Annexure-I)

1. Brief details of options granted:

  • The scheme shall be administered by the Nomination and Remuneration Committee (NRC) of the Board
  • Options shall be granted not exceeding 26,99,379 (Twenty-Six Lakhs Ninety-Nine Thousand Three Hundred and Seventy-Nine) to eligible employees
  • Eligible employees include those from the company, holding companies, subsidiaries, associates and group companies (present and future)
  • The scheme requires shareholder approval

2. Compliance with SEBI Regulations:

The scheme is in terms of SEBI (SBEB) Regulations, 2021

3. Total number of shares covered:

  • Maximum of 26,99,379 options (or adjusted figure for capital structure changes)
  • Each option exercisable into one equity share of face value of ₹2 each

4. Pricing formula:

  • Exercise Price shall be decided by the NRC
  • Will comply with Companies Act, 2013 and SEBI (SBEB and Sweat Equity) Regulations, 2021
  • Will not be lower than the face value of equity shares (₹2) on the date of grant

5. Vesting period:

Not specified in this disclosure (to be determined later)

6. Exercise period:

  • Commences from date of vesting
  • Expires on completion of 4 years from the date of respective vesting

7. Eligibility criteria:

  • Permanent employees of the company, holding companies, subsidiaries, associates and group companies
  • Directors (whether whole-time or not) but excluding independent directors
  • Employees must be in employment at the time of grant
  • Based on grade, length of service, performance record, merit, future potential contribution, role assigned, and other parameters determined by NRC

8. Appraisal process:

Will be specified by NRC based on grade, length of service, performance record, merit, future potential contribution, role assigned, and other criteria

9. Exercise mechanism:

After vesting, options can be exercised either wholly or partly within maximum 4 years from respective vesting date by cash mechanism and/or cashless mechanisms

Current Status

  • Options vested: Not applicable at this stage
  • Options exercised: Not applicable at this stage
  • Money realized by exercise of options: Not applicable at this stage
  • Total number of shares arising: Not applicable at this stage
  • Subsequent changes or cancellation: Not applicable at this stage
  • Diluted earnings per share: Not applicable at this stage

Additional Information

  • The information will be available on company website: https://compucom.co.in/investors/shareholders-information/
  • Further details will be set out in the Explanatory Statement to the Annual General Meeting Notice
  • The disclosure references SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026