Nature of the Event

Notice for the 8th Annual General Meeting (AGM) of iCodex Publishing Solutions Limited for the financial year 2025-26, containing both ordinary and special business items for shareholder approval.

Key Dates

  • AGM Date: Wednesday, 30th September 2026
  • AGM Time: 2:30 PM (IST)
  • Remote e-Voting Period: From 9:00 AM on Sunday, 27th September 2026 to 5:00 PM on Tuesday, 29th September 2026
  • Cut-off Date for Voting Eligibility: Wednesday, 23rd September 2026

Meeting Format

The AGM will be conducted through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) without physical attendance. The deemed place of business is the registered office at VistaCore Bldg, 3rd floor, plot No 29, Kalyani Nagar, Pune, 411006, Yerwada T.S., Pune City, Maharashtra, India, 411006.

Agenda Items

ORDINARY BUSINESS:

1. Adoption of Financial Statements

  • To receive, consider and adopt the Audited Balance Sheet as on 31st March 2026
  • Statement of Profit and Loss account for the year ended 31st March 2026
  • Cash Flow Statement for the year ended 31st March 2026
  • Reports of the Board of Directors and Auditors thereon
  • Resolution to be passed as an Ordinary Resolution under Section 134 of the Companies Act, 2013

2. Re-appointment of Whole-Time Director

  • Re-appointment of Mr. Chetan Shankarlal Soni (DIN: 00734127) as Whole-Time Director
  • He retires by rotation and is eligible for re-appointment
  • Resolution to be passed as an Ordinary Resolution under Section 152 of the Companies Act, 2013
  • Director Details:
  • Date of first appointment: 28/05/2018
  • Remuneration: INR 48,00,000/- (proposed and last drawn)
  • Equity Shares held: 5,002,047 shares
  • Board Meetings attended in FY 2025-26: 8 meetings
  • Expertise: Over two decades in technology sector covering software development, digital transformation, and enterprise solutions

SPECIAL BUSINESS:

3. Appointment of Independent Director

  • Appointment of Mr. Vishnu Prasad (DIN: 06513249) as Independent Director
  • Currently serving as Additional Independent Director since 15th May 2026
  • Term: Five consecutive years from 15th May 2026 to 14th May 2031
  • Not liable to retire by rotation
  • Resolution to be passed as an Ordinary Resolution under Sections 149, 150, 152 of the Companies Act, 2013 and SEBI LODR Regulations
  • Director Details:
  • Date of Birth: 14/10/1972
  • Age: 53 years
  • Nationality: Indian
  • Qualifications: Alumnus of Indian Institute of Management, Calcutta; Master of Business Law from National Law School of India University, Bangalore; Certified Independent Director
  • Experience: Over 30 years in IT/ITES, LegalTech, publishing, digital media and business process management
  • Current Directorships: 2 other companies (non-listed)
  • Equity Shares held: None
  • Remuneration: Sitting fees as finalized by Nomination and Remuneration Committee and Board
  • Not entitled to stock options

4. Change of Company Name

  • Change from "iCodex Publishing Solutions Limited" to "iCodex Limited"
  • Consequential amendment to Clause I of the Memorandum of Association
  • Resolution to be passed as a Special Resolution under Sections 4 and 13 of the Companies Act, 2013 and Regulation 45 of SEBI LODR Regulations
  • Rationale: To align corporate name with business identity and future business objectives

Voting Procedures

Remote e-Voting

  • Available through CDSL/NSDL systems for demat shareholders
  • Physical shareholders and non-individual shareholders can vote through CDSL e-Voting system at www.evotingindia.com
  • Helpdesk contacts:
  • CDSL: helpdesk.evoting@cdslindia.com or toll free 1800 21 09911
  • NSDL: evoting@nsdl.com or 022-4886 7000 / 022-2499 7000

Meeting Participation

  • Shareholders can join the VC/OAVM 15 minutes before scheduled time
  • Those who voted remotely cannot vote again during the meeting
  • Shareholders wishing to speak must register at least 7 days in advance at cs@icodexsolutions.com