Meeting Details
The 25th Annual General Meeting was held on Tuesday, September 15, 2026 through Video Conferencing facility. The meeting commenced at 10:00 A.M. (IST) and concluded at 10:46 A.M. (IST). The cut-off date for determining voting rights was Tuesday, September 08, 2026, with total voting capital of 11,14,03,716 equity shares of face value of ₹10 each.
Proposed Resolutions and Implications
The AGM considered seven resolutions:
1. Ordinary Resolution: Adoption of Audited Standalone and Consolidated Financial Statements
2. Ordinary Resolution: Declaration of Final Dividend
3. Ordinary Resolution: Appointment of Mr. Swaminathan Swaminathan (DIN: 10976726) as Director who retires by rotation
4. Ordinary Resolution: Appointment of Walker Chandiok & Co. LLP as Statutory Auditors
5. Special Resolution: Re-appointment of Mr. Shrenik Kumar Champalal (DIN: 08099410) as Whole Time Director, designated as Executive Director
6. Ordinary Resolution: Material Related Party Transaction between Xchanging Solutions (USA) Inc. and DXC Technology Services LLC
7. Ordinary Resolution: Material Related Party Transaction between Xchanging Solutions (USA) Inc. and Xchanging Technology Services India Private Limited
Voting Process and Methods
The voting process involved two methods:
- Remote e-Voting: Conducted through KFin Technologies Limited from Saturday, September 12, 2026 at 09:00 A.M. (IST) to Monday, September 14, 2026 at 5:00 P.M. (IST)
- e-Voting at AGM: Members who had not voted remotely were allowed to vote during the AGM
The company availed the voting facility offered by KFin Technologies Limited, and the voting portal was blocked after the remote e-voting period ended.
Key Voting Outcomes
Total Votes Cast
- Total number of votes cast: 83,756,821
- Percentage of total voting capital represented: 75.18%
- Total number of members who voted: 87
Resolution-wise Results:
Item No. 1: Adoption of Financial Statements
- Votes in favor: 83,756,567 (99.9997%)
- Votes against: 254 (0.0003%)
- Invalid votes: Nil
Item No. 2: Declaration of Final Dividend
- Votes in favor: 83,756,567 (99.9997%)
- Votes against: 254 (0.0003%)
- Invalid votes: Nil
Item No. 3: Appointment of Mr. Swaminathan Swaminathan
- Votes in favor: 83,756,567 (99.9997%)
- Votes against: 254 (0.0003%)
- Invalid votes: Nil
Item No. 4: Appointment of Walker Chandiok & Co. LLP as Auditors
- Votes in favor: 83,756,567 (99.9997%)
- Votes against: 254 (0.0003%)
- Invalid votes: Nil
Item No. 5: Re-appointment of Mr. Shrenik Kumar Champalal
- Votes in favor: 83,754,699 (99.9975%)
- Votes against: 2,122 (0.0025%)
- Invalid votes: Nil
Item No. 6: Related Party Transaction with DXC Technology
- Votes in favor: 203,780 (99.8755%)
- Votes against: 254 (0.1245%)
- Invalid votes: Nil
Item No. 7: Related Party Transaction with Xchanging Technology Services
- Votes in favor: 203,780 (99.8755%)
- Votes against: 254 (0.1245%)
- Invalid votes: Nil
Participation Breakdown by Shareholder Category
The detailed voting results show participation across different shareholder categories including Promoters, Public Institutions, and Non-Institutional Public shareholders, with comprehensive breakdowns of votes cast through different methods.
Scrutinizer's Role and Findings
Ankush Agarwal, Partner of MAKS & Co. (Practicing Company Secretaries, FRN: P2018UP067700), was appointed as scrutinizer to conduct the remote e-voting and e-voting process. The scrutinizer:
- Verified the voting process was conducted fairly and transparently
- Scrutinized votes cast through both remote e-voting and e-voting at AGM
- Confirmed all seven resolutions were passed with requisite majority
- Will retain voting records until minutes are approved and signed by the Chairman
Compliance Confirmation
The document confirms compliance with:
- Section 108 of the Companies Act, 2013
- Rule 20 of the Companies (Management and Administration) Rules, 2014
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- General Circular No. 03/2025 dated September 22, 2025 issued by Ministry of Corporate Affairs