Meeting Details

This is a Postal Ballot process; there is no physical meeting. The process is conducted entirely through remote electronic voting (e-voting) as per Section 108 and 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, SEBI LODR Regulations, and MCA circulars.

Summary of Proposed Resolution and Implications

The single resolution, Item No. 1, seeks approval for limits on granting loans to Related Parties by the company's Wholly Owned Subsidiary(ies).

Key Details of the Resolution:

  • Purpose: To approve transactions where WOSs provide loans to related parties within the Expleo Group.
  • Related Parties: Expleo Group SAS, its Associates and Subsidiaries, specifically named as Expleo Technology Germany GmbH, Expleo Group Austria GmbH, Expleo Iberia S.L., Expleo Romania SRL, and Expleo Technology Switzerland AG.
  • Nature of Relationship: Holding Company, Wholly Owned Subsidiaries, Fellow Subsidiaries, and Associate entities under common control.
  • Transaction Value: Aggregating up to INR 2,800 Million (Indian Rupees Two Thousand Eight Hundred Million) in a financial year (2026-27 and every subsequent year), in one or multiple tranches, including interest.
  • Justification: The company states the loans allow group entities to adopt cutting-edge technologies and grow, which enhances the Group's end-consumer experience. The WOS earns a return above bank deposits, and loans are priced at arm's length (not below the G-Sec yield of the closest tenor). The funds will be utilized by the beneficiaries for their principal business activities. The loans will be unsecured.
  • Director's Interest: Mr. Ralph Franz Gillessen, Chairperson and Non-Executive Director, is interested as he serves on the board of Expleo Technology Germany GmbH. No other Directors or KMPs are interested.
  • Previous Transactions: The total value of all transactions with these related parties in FY 2025-26 was INR 942.17 Million.

Voting Process and Methods

The voting is restricted solely to remote e-voting. No physical ballot forms or proxy voting are allowed.

Key Voting Details:

  • Cut-off Date: Saturday, September 26, 2026. Shareholders on the register as of this date are eligible to vote.
  • E-Voting Period: Commences on Thursday, October 01, 2026, at 9:00 A.M. (IST) and ends on Friday, October 30, 2026, at 5:00 P.M. (IST).
  • E-Voting Service Provider: Central Depository Services (India) Limited (CDSL) has been engaged to provide the platform.
  • Voting Methods:
  • Demat Shareholders (Individuals): Can vote through a single login via their Depository (NSDL/CDSL) or Depository Participant's website, as per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242.
  • Physical Shareholders & Non-Individual Shareholders: Must vote directly on the CDSL e-voting website (www.evotingindia.com) using their Folio Number or DP ID/Client ID.
  • Instructions: Detailed, step-by-step instructions for both voting methods are provided in the notice.

Scrutinizer's Role

The Board of Directors has appointed Mr. V. Suresh, Senior Partner (FCS 2969, CP 6032), and failing him Mr. Udaya Kumar K R (FCS 11533, CP 21973), partners of M/s. V. Suresh Associates, Practising Company Secretaries, Chennai, as the Scrutinizer. The Scrutinizer's role is to conduct the Postal Ballot process in a fair and transparent manner. The Scrutinizer will unblock the votes after the e-voting period concludes and submit a report to the Chairperson.

Compliance Statement

The notice repeatedly confirms compliance with:

  • Regulation 30 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Sections 108, 110, and 188 of the Companies Act, 2013.
  • The Companies (Management and Administration) Rules, 2014.
  • MCA General Circular No. 03/2025 and other relevant circulars.
  • SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026.
  • The Secretarial Standard on General Meetings (SS-2).

Results and Publication

The results of the postal ballot will be declared on or before Tuesday, November 03, 2026 (within 2 working days of the e-voting conclusion). The results, along with the Scrutinizer's report, will be:

  • Uploaded on the BSE and NSE.
  • Placed on the company's website at https://investors.expleo.com/corporate-governance/.
  • Made available on the CDSL website at www.evotingindia.com.
  • Displayed on the notice board at the company's Registered Office in Chennai.

Additional Information

  • The notice and explanatory statement are being sent only electronically to shareholders whose email addresses are registered with the RTA (Cameo Corporate Services Limited) or Depositories as of the cut-off date.
  • The documents are available on the company's investor website and the websites of BSE, NSE, and CDSL.
  • Non-individual shareholders (e.g., institutions) must send scanned copies of board resolutions/authorization letters to the Scrutinizer at vsassociates16@gmail.com and CDSL at helpdesk.evoting@cdslindia.com.
  • Shareholders can inspect material documents referred to in the notice by emailing investors.expleosol@expleogroup.com.