Meeting Details

The 11th Annual General Meeting was held on Wednesday, September 30, 2026, commencing at 3:00 P.M. and concluding at 3:35 P.M. The meeting was conducted entirely through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The deemed venue for the meeting was the company's registered office at No.57, 13th Cross, Novel Business Park, Hosur Road, Anepalya, Adugodi, Bengaluru - 560030, Karnataka.

Summary of Proposed Resolutions

Six resolutions were proposed for shareholder approval:

1. Ordinary Resolution: Adoption of the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Auditors.

2. Ordinary Resolution: Re-appointment of Mr. Jaison Jose (DIN: 07719333), a director who retired by rotation.

3. Special Resolution: Approval for the Xelpmoc Design and Tech Limited Employees Stock Option Scheme – 2026 (ESOP – 2026).

4. Special Resolution: Extension of the ESOP 2026 scheme to the employees of the company's subsidiary companies.

5. Special Resolution: Approval for the grant of options under the ESOP Scheme 2020 to identified employees during any one year, equal to or exceeding one percent of the issued capital of the company at the time of grant.

6. Special Resolution: Approval for the grant of options under the ESOP Scheme 2026 to identified employees during any one year, equal to or exceeding one percent of the issued capital of the company at the time of grant.

Voting Process and Methods

The voting process was conducted through two electronic methods:

  • Remote e-voting: The facility was available to all members holding shares as of the cut-off date, Wednesday, September 23, 2026. The voting period was from 9:00 a.m. IST on Saturday, September 26, 2026, until 5:00 p.m. IST on Tuesday, September 29, 2026.
  • E-voting at the AGM (Insta Poll): Members attending the AGM via VC who had not voted remotely were provided the facility to vote during the meeting. The Insta Poll facility remained open for 15 minutes after the closure of the AGM.

The Board of Directors appointed Mr. Manish Gupta, a partner of VKMG & Associates LLP, Practicing Company Secretaries, as the Scrutinizer for the AGM to scrutinize the voting process.

Key Voting Outcomes

The document states that all six resolutions were "Passed with requisite majority." However, the specific vote counts, percentages in favor/against, and a participation breakdown by shareholder category (Promoters, Public, Institutions) are not provided in this proceedings report. The company notes that the detailed voting results will be separately intimated to the stock exchanges and uploaded on the company's website and the website of KFin Technologies Limited.

Scrutinizer's Role

The Scrutinizer, Mr. Manish Gupta, was present at the AGM. His role was to scrutinize the entire e-voting process, both remote and at the meeting. The document does not detail his specific findings or conclusions, as the final voting results were to be published separately.

Compliance Confirmation

The company confirms that the meeting was convened and conducted in compliance with:

  • The applicable provisions of the Companies Act, 2013 and its rules.
  • The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Multiple Ministry of Corporate Affairs (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.
  • The Secretarial Standard on General Meetings (SS-II) issued by the Institute of Company Secretaries of India (ICSI).

The notice and annual report for FY 2025-2026 were disseminated to shareholders via email and physical copies upon request, in compliance with Regulation 36(1)(b) of the SEBI Listing Regulations.

Attendees and Quorum

Directors and Key Managerial Personnel Present:

  • Mr. Tushar Trivedi, Chairman (from Mumbai)
  • Mr. Sandipan Chattopadhyay, Managing Director and CEO (from Kolkata)
  • Mr. Srinivas Koora, Whole-time Director and CFO (from Hyderabad)
  • Mr. Jaison Jose, Whole-time Director (from Chennai)
  • Mrs. Vandana Badiany, Independent Director (from Mumbai)
  • Mrs. Vaishali Shetty, Company Secretary (from Mumbai)

Absent Director: Mr. Pranjal Sharma, Non-Executive and Non-Independent Director.

The Statutory Auditors, Secretarial Auditors, and the Scrutinizer were also present.

A total of 39 members were present through VC, which constituted the requisite quorum for the meeting as per Section 103 of the Companies Act, 2013.

Additional Information

The document explicitly states that it is a gist of the proceedings and does not constitute the formal minutes of the AGM. The company's Corporate Office is located at Suite1, 8th Floor, Raheja Mindspace, Building No. 4, Hyderabad-500081. The company's CIN is L72200KA2015PLC082873.