Meeting Details

This is a postal ballot through remote electronic voting only, conducted pursuant to Sections 102, 108 and 110 of Companies Act, 2013, Rules 20 and 22 of Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI LODR Regulations. No physical meeting is convened.

Proposed Resolutions and Implications

Item No. 1: Approval of Amendments to Saksoft Employee Stock Option Plan 2009

  • Amendments are clarificatory and administrative in nature to enhance clarity, streamline administration, and ensure regulatory alignment
  • No changes to existing terms and conditions of grant under the Scheme
  • Maximum options pool remains unchanged at 1,50,00,000 options
  • No changes to eligibility criteria, vesting requirements, exercise price, or other substantive terms
  • Benefits both existing and future option grantees

Item No. 2: Approval of Grant Exceeding 1% to Mr. Gurmeet Chahal

  • Grant of up to 66,27,562 Employee Stock Options representing 5% of company's equity share capital on fully diluted basis
  • Mr. Gurmeet Chahal is Chief Executive Officer of Saksoft Inc. (subsidiary)
  • Not a promoter, promoter group member, or director holding more than 10% shares
  • Options will vest after minimum one year with four-year vesting schedule
  • Exercise price determined in accordance with Scheme provisions
  • Fully diluted share capital calculated as 13,25,51,250 equity shares

Voting Process and Methods

  • Remote e-voting only through NSDL services
  • Voting period: October 16, 2026 (9:00 AM IST) to November 14, 2026 (5:00 PM IST)
  • Members holding shares as on October 09, 2026 are eligible to vote
  • Electronic notices sent to members with registered email addresses
  • No physical notices or ballot forms dispatched
  • Scrutinizer: Mr. V. Suresh (Membership No. 2969 & CP No. 6032) of V Suresh Associates, with alternate Mr. Udaya Kumar K R (Membership No. 11533 & CP no. 21973)

Voting Outcomes and Results

  • Results will be announced on or before November 17, 2026
  • Results communicated to NSE and BSE
  • Scrutinizer's report and results will be placed on www.saksoft.com and www.evoting.nsdl.com
  • If passed, resolutions deemed passed on November 14, 2026 (last voting date)

Compliance with Laws and Regulations

Compliant with:

  • Companies Act, 2013 and relevant Rules
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
  • SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • MCA General Circular Nos. 14/2020, 17/2020, and 03/2025
  • Foreign Exchange Management Act, 1999 and related rules
  • Secretarial Standard SS-2

Signatories and Roles

  • Meera Venkatramanan: Company Secretary and Compliance Officer (Membership No.: F9922)
  • Niraj Kumar Ganeriwala: Chief Operating Officer and Chief Financial Officer
  • Scrutinizer independently appointed to ensure fair and transparent voting process

Additional Information

  • Draft amended ESOP scheme available for inspection at registered office
  • None of Directors or KMPs have personal interest in resolutions except potential lawful grants
  • Detailed e-voting instructions provided for shareholders in physical and demat mode
  • Institutional shareholders required to submit Board Resolutions/Authority letters to Scrutinizer