Compucom Software shareholders approved all ten resolutions at its 32nd Annual General Meeting on September 9, 2026, with voting support exceeding 99.99% for every item. The meeting was conducted through Video Conferencing / Other Audio-Visual Means.

The promoter group, holding 56,772,285 shares, voted unanimously in favor of all proposals. Public non-institutional shareholders cast approximately 68,000 votes across various resolutions, with support rates ranging from 98.56% to 99.75%. Institutional public holders did not participate in the voting process.

Voting Participation Overview

The company had 32,767 shareholders on the record date of September 2, 2026. A total of 121 to 122 folios participated via remote e-voting or during the virtual meeting, representing roughly 71.83% of outstanding shares.

Resolution Results

All ordinary and special resolutions were passed with requisite majorities. The final dividend declaration received the highest level of public support, while the extension of ESOP benefits to group companies saw slightly higher dissent from public non-institutional voters.

Board Appointments and Profiles

The AGM approved the re-appointment of Mr. Vaibhav Suranaa as Whole Time Director designated as Executive Director for a period of three years, effective from August 1, 2026, to July 31, 2029. He is an MBA from IIM Ahmedabad and holds a B.Tech in Civil Engineering from IIT Delhi. He is the son of Mr. Surendra Kumar Surana, Chairperson, Managing Director and CEO.

Dr. Arvind Kumar Dwivedi was appointed as Non-Executive and Independent Director for a first term of two years, effective from June 15, 2026, to June 14, 2028. He holds a Ph.D. from IIT Roorkee and has over 38 years of experience in civil engineering and academic administration. He is not related to any other directors of the company.

Employee Stock Option Scheme 2026

Shareholders approved the Compucom Software Limited - Employee Stock Option Scheme 2026 (CSL-ESOS 2026). The scheme allows for the grant of options not exceeding 2,699,379 to eligible employees of the company and its group entities. Options shall vest between one and four years from the grant date and can be exercised within four years of vesting. The exercise price will be determined by the Nomination and Remuneration Committee, subject to regulatory guidelines, and will not be lower than the face value of ₹2 per share.

Governance and Process

CS Manoj Maheshwari served as the scrutinizer for the remote e-voting period, which ran from September 5 to September 8, 2026. The consolidated report confirmed that no invalid votes were recorded and that no shareholder voted both remotely and during the meeting. All statutory and secretarial audit reports contained no qualifications or adverse remarks.

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.