Meeting Details

The 32nd Annual General Meeting was held physically on September 29, 2026, from 3:00 PM to 4:00 PM at the registered office of the Company at MCH No: 8-2-293/82/A/1107, Road No.55, Plot No.1107, Jubilee Hills, Hyderabad-500033, Telangana, India.

Proposed Resolutions and Implications

Four ordinary resolutions were proposed and approved:

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

2. Declaration of dividend of ₹1.20 per equity share of face value ₹10 each for financial year 2025-26

3. Re-appointment of Mr. T. Bapaiah Chowdary who retires by rotation

4. Approval of remuneration payable to Mr. T. Rajasekhar, Vice President (Applications), under Section 188(1)(f) of Companies Act, 2013

Voting Process and Methods

Remote e-voting was conducted through KFin Technologies Limited from September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM). Physical ballot voting was conducted during the AGM on September 29, 2026. The record date for determining voting rights was September 22, 2026.

Key Voting Outcomes

Overall Participation

  • Total shareholders on record date: 15,318
  • Shareholders present physically: 83 (5 Promoters/Promoter Group + 78 Public)
  • Shareholders attended through video conferencing: 0
  • Total members participated in voting: 132 (120 via e-voting + 12 physical ballot)
  • Total votes cast across all resolutions: 6,548,190 shares (52.3358% of outstanding shares)

Resolution-wise Results

Resolution 1: Adoption of Financial Statements

  • Total votes polled: 6,548,190 (52.3358%)
  • Votes in favor: 6,544,637 (99.9457%)
  • Votes against: 3,553 (0.0543%)
  • Invalid votes: 0

Resolution 2: Dividend Declaration

  • Total votes polled: 6,548,190 (52.3358%)
  • Votes in favor: 6,547,230 (99.9853%)
  • Votes against: 960 (0.0147%)
  • Invalid votes: 0

Resolution 3: Re-appointment of Director

  • Total votes polled: 6,548,190 (52.3358%)
  • Votes in favor: 6,544,637 (99.9457%)
  • Votes against: 3,553 (0.0543%)
  • Invalid votes: 0

Resolution 4: Remuneration Approval

  • Total votes polled: 615,863 (4.9222%)
  • Votes in favor: 612,103 (99.3895%)
  • Votes against: 3,760 (0.6105%)
  • Invalid votes: 0

Category-wise Voting Breakdown

Promoter and Promoter Group

  • Shares held: 5,947,327
  • Participation rate: 99.7478% across first three resolutions
  • Did not vote on Resolution 4 (interested party)
  • Unanimous approval on all resolutions voted

Public Institutions

  • Shares held: 33,104
  • Participation rate: 40.6507%
  • Unanimous approval on all resolutions

Public Non-Institutions

  • Shares held: 6,531,444
  • Participation rate: 9.2232%
  • Majority approval across all resolutions with minor opposition

Scrutinizer's Role and Findings

Y. Ravi Prasada Reddy, Practicing Company Secretary (FCS No. 5783, CP No. 5360) of RPR & Associates, was appointed as Scrutinizer by the Board of Directors on August 11, 2026. The scrutinizer:

  • Supervised both remote e-voting and physical ballot processes
  • Locked the ballot box after closing of poll
  • Opened and scrutinized ballot papers at 4:05 PM on September 29, 2026
  • Unlocked e-voting results at 4:00 PM on September 29, 2026
  • Reconciled ballot papers with RTA records and authorizations/proxies
  • Certified that all resolutions were passed with requisite majority
  • Maintains electronic registers of votes cast

Compliance Statement

The disclosure confirms compliance with Section 108 of the Companies Act, 2013, Rule 21(2) of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Additional Information

  • Voting results and scrutinizer's report available on company website: www.terasoftwre.com