Compucom Software Limited shareholders approved a final dividend of ₹0.25 per equity share for FY26 at its 32nd Annual General Meeting held on September 9, 2026.

The meeting also saw the adoption of audited financial statements and the approval of a new Employee Stock Option Scheme (ESOP) for the company and its group entities.

Key Resolutions Passed

Shareholders passed several ordinary and special resolutions during the virtual meeting, which commenced at 4:00 pm and concluded at 5:05 pm.

Ordinary Business

• Adoption of standalone and consolidated audited financial statements for the year ended March 31, 2026.
• Declaration of a final dividend of 12.50%, amounting to ₹0.25 per equity share.
• Re-appointment of Mr. Ajay Kumar Surana as a director, who retired by rotation.

Special Business

• Re-appointment of Mr. Vaibhav Suranaa as Executive Director.
• Appointment of Dr. Arvind Kumar Dwivedi as an Independent Director.
• Approval of the "Compucom Software Limited - Employee Stock Option Scheme 2026".
• Extension of ESOP benefits to employees of holding, subsidiary, associate, and group companies.
• Authorization for grant of options exceeding 1% but not exceeding 3% of issued capital to identified employees in any single year.
• Approval for secondary acquisition of equity shares under the ESOP scheme.
• Permission for the company to provide loans to the trust/trustees for purchasing shares for employee benefit under the ESOP scheme.

Meeting Details

The AGM was conducted via Video Conferencing/Other Audio-Visual Means (OAVM) with 81 members present. The Chairperson, Managing Director and CEO, Mr. Surendra Kumar Surana, chaired the proceedings. All directors and key managerial personnel attended from their respective locations.

Statutory Auditors' and Secretarial Auditors' reports contained no qualifications or adverse remarks. The remote e-voting facility was open from September 5 to September 8, 2026, with CS Manoj Maheshwari appointed as scrutinizer.

Compucom Software published the newspaper notice for its 32nd Annual General Meeting (AGM) in Financial Express (English) and Nafa Nuksan (Hindi) on August 14, 2026. This publication completes the dispatch process for the meeting scheduled for Wednesday, September 9, 2026, at 4:00 pm through Video Conferencing (VC) or Other Audio-Visual Means (OAVM).

The Board of Directors has proposed a final dividend of ₹0.25 per equity share of face value ₹2 each for the financial year ended March 31, 2026, subject to shareholder approval. The record date for determining dividend entitlement is fixed for Wednesday, September 2, 2026.

Key Agenda Items

The AGM will address several ordinary and special business items critical to the company’s governance and employee retention strategies.

Dividend Declaration

The Board recommends a final dividend payout totaling approximately ₹1.98 crore (₹1,97,81,297) based on the current share capital. Shareholders on record as of September 2, 2026, will be eligible to receive the dividend within 30 days of its declaration.

Employee Stock Option Scheme (ESOS)

A significant portion of the special business involves the adoption and implementation of the "Compucom Software Limited - Employee Stock Option Scheme 2026" (CSL-ESOS 2026). Key features include:

• Option Pool: Creation of stock options convertible into up to 26,99,379 equity shares.
• Trust Route: Implementation through the Compucom Software Limited Employee Welfare Trust, which will acquire shares via secondary acquisition from the market.
• Eligibility: Options extend to eligible employees and directors of the company, its holding company, subsidiaries, associate companies, and group companies.
• Loan Provision: Approval for the company to provide an interest-free loan to the Trust for purchasing shares, capped at 5% of the aggregate of paid-up capital and free reserves.

Board Appointments

The meeting will also handle director retirements and appointments:

• Mr. Vaibhav Suranaa: Re-appointment as Whole Time Director designated as Executive Director for a term of three years from August 1, 2026, to July 31, 2029. His proposed remuneration includes a basic salary of up to ₹5 lakh per month plus perquisites.
• Dr. Arvind Kumar Dwivedi: Appointment as an Independent Director for a first term of two years from June 15, 2026, to June 14, 2028.
• Mr. Ajay Kumar Surana: Re-appointment as Non-Executive Director upon retirement by rotation.

Voting and Logistics

Remote e-voting will commence on Saturday, September 5, 2026, at 9:00 am and end on Tuesday, September 8, 2026, at 5:00 pm. Members holding shares as of the cut-off date, September 2, 2026, are eligible to vote electronically via the Central Depository Services (India) Limited platform. The facility for appointment of proxies is not available for this virtual meeting.

The Company has appointed CS Manoj Maheshwari, FCS 3355 Practicing Company Secretary as the scrutinizer and failing him, CS Kamla Choudhary, ACS 46577 Practicing Company Secretary as alternate scrutinizer to scrutinize the remote e-voting and e-voting at AGM in fair and transparent manner.