Exicom Tele-Systems 32nd AGM Notice with RPT Approvals

Meeting Details

The 32nd Annual General Meeting of Exicom Tele-Systems Limited is scheduled to be held on Monday, September 28, 2026, at 11:00 A.M. (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The deemed venue for the meeting is the Registered Office of the Company at 8, Electronics Complex, Chambaghat, District Solan, Himachal Pradesh-173213.

Voting Schedule

Remote e-Voting Commencement: September 24, 2026, at 09:00 A.M. (IST)
Remote e-Voting Closing: September 27, 2026, at 05:00 P.M. (IST)
AGM Date: September 28, 2026

Scrutinizer Details

CS Mohd. Zafar (Membership No. FCS 9184) of M/s. MZ & Associates, 1st Floor, AIHP Palms, Plot No.242-243, Udyog Vihar, Phase-IV, Gurugram-122015 has been appointed as Scrutinizer.

Business Items to be Transacted

Ordinary Business

1. Adoption of Audited Standalone Financial Statements for FY26: To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, along with Reports of the Board of Directors and Auditors.

2. Adoption of Audited Consolidated Financial Statements for FY26: To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, along with Report of the Auditors.

3. Appointment of Director: To appoint Mr. Himanshu Baid (DIN: 00014008) who retires by rotation and being eligible, offers himself for re-appointment.

Special Business

4. Ratification of Cost Auditors Remuneration for FY27: To ratify remuneration of ₹1,60,000/- plus applicable taxes and out-of-pocket expenses to M/s. SKG & Co., Cost Accountants (Firm Registration Number: 000418) for conducting cost audit for financial year 2026-27.

5. Approval for Material Related Party Transaction between Exicom Power Solutions B.V. and Tritium Power Solutions Pty Ltd: Approval for material RPTs between subsidiaries involving:

Provision of unsecured loans by Exicom B.V. to Tritium Australia
Purchase and sale of goods and/or availing/rendering of services
Aggregate value not to exceed ₹240 crore
Validity period: From conclusion of 32nd AGM to conclusion of 33rd AGM

6. Approval for Material Related Party Transaction between Exicom Power Solutions B.V. and Tritium Power Solutions Inc.: Approval for material RPTs between subsidiaries involving:

Provision of unsecured loans by Exicom B.V. to Tritium USA
Purchase and sale of goods and/or availing/rendering of services
Aggregate value not to exceed ₹235 crore
Validity period: From conclusion of 32nd AGM to conclusion of 33rd AGM

7. Approval for Material Related Party Transaction between Tritium Power Solutions Pty Ltd and Tritium Power Solutions Inc.: Approval for material RPTs between step-down subsidiaries involving:

Purchase and sale of goods and/or availing/rendering of services
Aggregate value not to exceed ₹285 crore
Validity period: From conclusion of 32nd AGM to conclusion of 33rd AGM

Detailed Financial Information on Proposed RPTs

Table A1: Exicom B.V. and Tritium Australia Transactions

Previous FY Transactions (2025-26): ₹393.49 crore (Loan: ₹143.48 crore, Loan conversion to equity: ₹245.11 crore, Interest income: ₹4.90 crore)
Current FY Transactions (until approval): ₹0.73 crore
Proposed Transaction Breakdown:
Sale of goods/services: ₹4 crore
Purchase of goods/services: ₹4 crore
Granting of loan: ₹195 crore
Interest income: ₹22 crore
Management expense: ₹15 crore
Total: ₹240 crore
Financial Performance (FY25-26):
Tritium Australia: Turnover ₹35.35 crore, PAT (₹1.31) crore, Net Worth ₹378.99 crore
Exicom B.V.: Turnover Nil, PAT (₹18.34) crore, Net Worth ₹574.34 crore

Table A2: Exicom B.V. and Tritium USA Transactions

Previous FY Transactions (2025-26): ₹372.20 crore (Loan: ₹113.38 crore, Interest income: ₹4.66 crore, Loan conversion to equity: ₹254.16 crore)
Current FY Transactions (until approval): ₹0.34 crore
Proposed Transaction Breakdown:
Sale of goods/services: ₹4 crore
Purchase of goods/services: ₹4 crore
Granting of loan: ₹190 crore
Interest income: ₹22 crore
Management Expenses: ₹15 crore
Total: ₹235 crore
Financial Performance (FY25-26):
Tritium USA: Turnover ₹118.38 crore, PAT (₹264.33) crore, Net Worth ₹40.63 crore
Exicom B.V.: Turnover Nil, PAT (₹18.34) crore, Net Worth ₹574.34 crore

Table A3: Tritium Australia and Tritium USA Transactions

Previous FY Transactions (2025-26): Total ₹125.24 crore (Tritium Australia with Tritium USA: ₹13.23 crore, Tritium USA with Tritium Australia: ₹112.01 crore)
Current FY Transactions (until approval): Tritium USA: ₹0.98 crore, Tritium Australia: ₹37.21 crore
Proposed Transaction Breakdown:
Sale of goods/services: ₹75 crore
Charge-back Expenses/Income: ₹185 crore
Management expenses/income: ₹25 crore
Total: ₹285 crore
Financial Performance (FY25-26):
Tritium Australia: Turnover ₹35.35 crore, PAT (₹1.31) crore, Net Worth ₹378.99 crore
Tritium USA: Turnover ₹118.38 crore, PAT (₹264.33) crore, Net Worth ₹40.63 crore

Director Reappointment Details

Name: Mr. Himanshu Baid (DIN: 00014008)
Date of First Appointment: November 11, 2008
Qualifications: Bachelor's degree in Engineering (Electronics & Communication)
Experience: Managing Director of Poly Medicure Limited with 26 years in medical devices manufacturing, sales and marketing
Remuneration (FY25-26): ₹10.08 lakhs (sitting fees and commission)
Board Meeting Attendance: 5 out of 5 meetings
Other Directorships: Aditya Infotech Limited, Plan1 Health India Private Limited, PHD Chamber of Commerce and Industry, Poly Medicure Limited, Polycure Martech Limited

Additional Information

The Notice and Annual Report will be sent electronically to members whose email addresses are registered with Depositories/Depository Participants/Company/RTA.
Cut-off date for determining eligibility for remote e-voting: September 21, 2026
Members can join the AGM through VC/OAVM at least 30 minutes before scheduled time
Facility available for 1,000 Members on first-come, first-served basis (excluding large shareholders, promoters, institutional investors, directors, KMPs, etc.)
Results will be declared within two working days from conclusion of AGM
MUFG Intime India Private Limited is the Registrar and Transfer Agent of the Company