Meeting Details

The 36th Annual General Meeting was held on Monday, August 3, 2026 at 16.00 Hrs. (IST) at Dewang Mehta Auditorium, 'Bhageerath', 402 Senapati Bapat Road, Pune-411016, Maharashtra, India. The meeting was conducted in hybrid mode (in-person as well as through Video Conferencing/Other Audio-Visual Means).

Proposed Resolutions and Implications

Ordinary Businesses:

1. Adoption of Audited Standalone Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors

2. Adoption of Audited Consolidated Financial Statements for FY ended March 31, 2026 with Report of Auditors

3. Confirmation of Interim Dividend of INR 22 per equity share and approval of Final Dividend of INR 18 per equity share (aggregating INR 40 per equity share of INR 5 each) for Financial Year 2025-26

4. Reappointment of Dr. Anand Deshpande (DIN: 00005721) as Chairman and Managing Director who retires by rotation

Special Businesses:

5. Reappointment of Ms. Avani Davda (DIN: 07504739) as Independent Director for second term of 5 years from December 28, 2026 to December 27, 2031

6. Reappointment of Mr. Arvind Goel (DIN: 02300813) as Independent Director for second term of 5 years from June 7, 2027 to June 6, 2032

7. Reappointment of Dr. Ambuj Goyal (DIN: 09631525) as Independent Director for second term from June 7, 2027 to October 31, 2031 (until month end of attaining age 75)

8. Reappointment of Mr. Dan'l Lewin (DIN: 09631526) as Independent Director for second term from June 10, 2027 to April 30, 2029 (until month end of attaining age 75)

9. Approval of acquisition of Nagarro SE through Galaxy Germany Holding SE (Wholly Owned Subsidiary)

10. Approval of creation of security and provision of Corporate Guarantee by Company on behalf of Galaxy Germany Holding SE

11. Approval of creation of charge, pledge, hypothecation, and/or mortgage by Company for loan to Galaxy Germany Holding SE

12. Approval of material related party transaction(s)

Voting Process and Methods

The voting process included:

  • Remote e-voting period: July 29, 2026 (09.00 Hrs.) to August 2, 2026 (17.00 Hrs.) through NSDL platform
  • E-voting at AGM during meeting through NSDL platform
  • Physical ballot paper voting at AGM venue

Cut-off date for shareholder eligibility: July 27, 2026

Key Voting Outcomes

All 12 resolutions were passed with requisite majority. Detailed voting results:

Resolution 1 (Adoption of Standalone Financial Statements):

  • Total votes cast: 128,640,496 shares
  • In favor: 128,640,306 shares (99.9999%)
  • Against: 190 shares (0.0001%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 121,234 shares from 13 members

Resolution 2 (Adoption of Consolidated Financial Statements):

  • Total votes cast: 128,640,410 shares
  • In favor: 128,216,625 shares (99.6706%)
  • Against: 423,785 shares (0.3294%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 121,320 shares from 15 members

Resolution 3 (Dividend Approval):

  • Total votes cast: 128,705,957 shares
  • In favor: 128,705,872 shares (99.9999%)
  • Against: 85 shares (0.0001%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 55,773 shares from 13 members

Resolution 4 (Reappointment of Dr. Anand Deshpande):

  • Total votes cast: 128,590,002 shares
  • In favor: 128,085,738 shares (99.6079%)
  • Against: 504,264 shares (0.3921%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 171,728 shares from 18 members

Resolution 5 (Reappointment of Ms. Avani Davda):

  • Total votes cast: 128,670,403 shares
  • In favor: 127,076,843 shares (98.7615%)
  • Against: 1,593,560 shares (1.2385%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 91,327 shares from 16 members

Resolution 6 (Reappointment of Mr. Arvind Goel):

  • Total votes cast: 128,670,451 shares
  • In favor: 127,179,995 shares (98.8416%)
  • Against: 1,490,456 shares (1.1584%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 91,279 shares from 16 members

Resolution 7 (Reappointment of Dr. Ambuj Goyal):

  • Total votes cast: 128,670,353 shares
  • In favor: 127,469,337 shares (99.0666%)
  • Against: 1,201,016 shares (0.9334%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 91,377 shares from 16 members

Resolution 8 (Reappointment of Mr. Dan'l Lewin):

  • Total votes cast: 128,670,463 shares
  • In favor: 125,349,192 shares (97.4188%)
  • Against: 3,321,261 shares (2.5812%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 91,277 shares from 15 members

Resolution 9 (Nagarro SE Acquisition):

  • Total votes cast: 128,668,965 shares
  • In favor: 128,660,928 shares (99.9938%)
  • Against: 8,037 shares (0.0062%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 92,765 shares from 16 members

Resolution 10 (Corporate Guarantee):

  • Total votes cast: 128,669,013 shares
  • In favor: 128,542,628 shares (99.9018%)
  • Against: 126,385 shares (0.0982%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 92,717 shares from 16 members

Resolution 11 (Charge Creation):

  • Total votes cast: 128,632,319 shares
  • In favor: 128,505,861 shares (99.9017%)
  • Against: 126,458 shares (0.0983%)
  • Invalid votes: 1,605,793 shares from 30 members
  • Abstained: 129,411 shares from 17 members

Resolution 12 (Related Party Transactions):

  • Total votes cast: 80,458,734 shares
  • In favor: 80,338,213 shares (99.8502%)
  • Against: 120,521 shares (0.1498%)
  • Invalid votes: 49,816,067 shares from 48 members
  • Abstained: 92,722 shares from 17 members

Scrutinizer's Role and Findings

Sridhar Mudaliar, Partner of SVD & Associates, Practicing Company Secretaries, was appointed as Scrutinizer to scrutinize the remote e-voting, e-voting at AGM, and physical ballot voting. The scrutinizer reconciled votes with company records and declared all votes valid except those defective for want of authorization. Electronic data and records remain in scrutinizer's custody until minutes are approved.

Compliance Confirmation

The voting process complied with Section 108 of Companies Act, 2013, Rule 20 & 21 of Companies (Management and Administration) Rules, 2014, MCA Circulars, and SEBI Listing Regulations. Resolution 11 was considered under Regulation 37A and Resolution 12 under Regulation 23 of Listing Regulations.