Meeting Details

The 11th Annual General Meeting was held on Wednesday, September 30, 2026 at 3:00 p.m. through Video Conferencing/Other Audio-Visual Means. The deemed venue was the Registered Office of the Company at No.57, 13th Cross, Novel Business Park, Hosur Road, Anepalya, Adugodi, Bengaluru - 560030, Karnataka.

Proposed Resolutions and Implications

Six resolutions were put to vote:

1. Ordinary Resolution: To receive, consider and adopt the audited standalone and consolidated financial statements for FY ended March 31, 2026 with reports of Board of Directors and Auditors

2. Ordinary Resolution: To appoint Mr. Jaison Jose (DIN: 07719333) who retires by rotation as a Director

3. Special Resolution: To approve Xelpmoc Design and Tech Limited Employees Stock Option Scheme - 2026 (ESOP - 2026)

4. Special Resolution: To approve grant of options under ESOP Scheme 2020 to identified employees exceeding 1% of issued capital

5. Special Resolution: To approve grant of options under ESOP Scheme 2026 to identified employees exceeding 1% of issued capital

Voting Process and Methods

The voting process included:

  • Remote e-voting period: September 26, 2026 (9:00 a.m.) to September 29, 2026 (5:00 p.m.)
  • E-voting system (Insta Poll) available during the AGM for members who hadn't voted remotely
  • Cut-off date for determining voting rights: September 23, 2026

Key Voting Outcomes

Overall Participation:

  • Total outstanding shares: 14,822,321
  • Total votes polled: 7,717,196 (52.0647% of outstanding shares)
  • No invalid votes across all categories

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements):

  • Total votes in favor: 7,708,704 (99.8900% of votes polled)
  • Votes against: 8,492 (0.1100% of votes polled)

Resolution 2 (Ordinary - Director Appointment):

  • Total votes in favor: 7,708,704 (99.8900% of votes polled)
  • Votes against: 8,492 (0.1100% of votes polled)

Resolution 3 (Special - ESOP 2026 Scheme):

  • Total votes in favor: 7,708,704 (99.8900% of votes polled)
  • Votes against: 8,492 (0.1100% of votes polled)

Resolution 4 (Special - ESOP 2020 Grant):

  • Total votes in favor: 7,708,704 (99.8900% of votes polled)
  • Votes against: 8,492 (0.1100% of votes polled)

Resolution 5 (Special - ESOP 2026 Grant):

  • Total votes in favor: 7,708,704 (99.8900% of votes polled)
  • Votes against: 8,492 (0.1100% of votes polled)

Category-wise Breakdown:

Promoter and Promoter Group (7,237,106 shares):

  • 98.0415% participation (7,095,367 votes)
  • 100% voted in favor of all resolutions
  • No votes against or invalid votes

Public - Institutions (0 shares):

  • No participation recorded

Public - Non Institutions (7,585,215 shares):

  • 8.1979% participation (621,829 votes)
  • 98.6344% voted in favor across resolutions
  • 1.3656% voted against (8,492 votes)
  • No invalid votes

Scrutinizer's Role and Findings

Mr. Manish Gupta, partner of M/s. VKMG & Associates LLP, Practicing Company Secretaries, was appointed as Scrutinizer. His responsibilities included:

  • Scrutinizing remote e-voting and e-voting at AGM in fair and transparent manner
  • Submitting consolidated scrutinizer's report on October 01, 2026
  • Maintaining register and records as required under Rule 20 of Companies (Management and Administration) Rules, 2014
  • Witnessing the unblocking of votes after AGM conclusion with two witnesses: Mr. Arya Kondalkar and Ms. Vedika Mantri

The Scrutinizer confirmed that the voting process was conducted fairly and transparently, and all resolutions passed with requisite majority.

Compliance with Laws and Regulations

The meeting was conducted in compliance with:

  • Companies Act, 2013 and Rules made thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA Circulars dated September 22, 2025, April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022, December 28, 2022, September 25, 2023 and September 19, 2024
  • Notice and Annual Report were sent electronically to shareholders and published on company website, stock exchange websites, and KFin Technologies Limited website
  • Newspaper advertisements published in The Economic Times, Financial Express, and Kannada Prabha on September 2, 2026 and September 8, 2026

Additional Information

  • Company CIN: L72200KA2015PLC082873
  • Results available on company website: https://www.xelpmoc.in/investorrelations
  • Results available on KFin Technologies Limited website: https://evoting.kfintech.com/
  • All resolutions deemed passed on the date of AGM (September 30, 2026)