Meeting Details

  • Meeting Type: Postal Ballot through remote e-voting only
  • Cut-off Date: Friday, October 30, 2026
  • Dispatch Date of Notice: Friday, November 6, 2026
  • Newspaper Advertisement Date: Saturday, November 7, 2026

Proposed Resolutions and Implications

The single special resolution seeks approval for the proposed divestment of the Tritium Business through either of two alternative structures:

Alternative 1: Sale of the Company's entire shareholding in Exicom Power Solutions B.V., Netherlands, comprising 56,609,299 ordinary shares of EUR 1 each, representing 90.29% of its issued and paid-up share capital.

Alternative 2: Sale by Exicom Power Solutions B.V. of its entire shareholding in four Target Entities:

  • Tritium Power Solutions Inc. (USA)
  • Tritium NexGen Solutions B.V. (Netherlands)
  • Tritium Power Solutions Pty Ltd (Australia)
  • Tritium Power Solutions Limited (UK)

The divestment carries an indicative enterprise valuation of USD 85 million on a cash-free and debt-free basis for the Tritium Business, subject to confirmatory due diligence and customary closing adjustments.

Voting Process and Methods

The voting will be conducted exclusively through remote e-voting facility provided by National Securities Depository Limited (NSDL). Physical postal ballot forms will not be sent to members.

E-voting Schedule:

  • Commencement: 9:00 a.m. (IST) on Saturday, November 7, 2026
  • Closure: 5:00 p.m. (IST) on Sunday, December 6, 2026
  • Result Declaration: On or before Tuesday, December 8, 2026

Voting Rights and Eligibility

Voting rights shall be in proportion to shareholding in the paid-up equity share capital of the Company as on the cut-off date (October 30, 2026). Members whose names appear in the Register of Members/Register of Beneficial Owners maintained by Depositories as on the cut-off date are eligible to vote.

Scrutinizer Appointment and Role

CS Mohd. Zafar (Membership No. F9184), Partner of M/s. MZ & Associates, has been appointed as Scrutinizer to conduct the postal ballot process in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman or any person authorized by the Board, and his decision on the validity of votes shall be final.

Compliance with Regulations

The notice complies with:

  • Sections 108 and 110 of the Companies Act, 2013
  • Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI Listing Regulations
  • MCA Circular Nos. 14/2020, 17/2020, and 03/2025
  • Secretarial Standard on General Meetings (SS-2) issued by ICSI

Regulatory Requirements for Approval

The resolution requires approval under:

  • Regulation 24(5) of SEBI Listing Regulations (disposal reducing shareholding to ≤50% or ceasing control)
  • Regulation 24(6) of SEBI Listing Regulations (sale of >20% assets of material subsidiary)
  • Section 180(1)(a) of Companies Act, 2013 (sale of substantially whole undertaking)
  • Regulation 37A of SEBI Listing Regulations (public shareholder voting requirement)

Financial Information of Entities

Based on audited financial statements for FY 2025-26 (₹ in Lakhs):

Exicom B.V.:

  • Turnover/Revenue: Nil
  • Net Worth: 57,435.34
  • Net Profit/(Loss): (1,700.11)

Target Entities:

  • Tritium UK: Revenue 4,832.62, Net Worth (3,024.32), Net Loss (2,107.52)
  • Tritium Australia: Revenue 3,231.84, Net Worth 37,899.66, Net Loss (120.17)
  • Tritium NexGen: Revenue 8,299.66, Net Worth 1,416.95, Net Loss (1,024.87)
  • Tritium USA: Revenue 11,308.12, Net Worth 4,062.89, Net Loss (25,250.17)

Additional Information

The Notice and Explanatory Statement have been uploaded on the Company's website (www.exicom.com), stock exchange websites (www.bseindia.com and www.nseindia.com), and NSDL's e-voting website (www.evoting.nsdl.com). Members without registered email addresses can contact evoting@nsdl.com and investors@exicom.in for assistance.