Excelsoft Technologies Limited has issued a comprehensive postal ballot notice dated April 29, 2026, seeking member approval for critical governance and remuneration matters through remote e-voting. The company has outlined four key resolutions requiring shareholder consent, encompassing director appointments and executive compensation revisions.

Key Resolutions for Member Approval

The postal ballot covers four distinct resolutions that will shape the company's leadership structure and compensation framework:

Director Appointment and Leadership Changes

The company proposes to appoint Dr. Jayakumar Karuppusamy (DIN: 03615535) as a Non-Executive Independent Director for a five-year term from March 10, 2026, to March 09, 2031. Dr. Karuppusamy brings extensive experience as a senior IAS officer from the 1987 batch with over two decades of distinguished service. He holds a Ph.D. in Mechanical Engineering from IIT Kharagpur, an M.Tech in Manufacturing Technology, and a PG Diploma in Business Management from IIM Bangalore.

His expertise spans policy formulation, programme implementation, tourism development, skill development, science and technology promotion, and governance reforms. The Nomination and Remuneration Committee has recommended his appointment based on his diverse skills and experience that will bring immense value to the Board.

Executive Remuneration Revisions

The company seeks approval for significant remuneration increases for key executive positions, reflecting their expanded responsibilities and performance contributions.

Chairman and Managing Director Compensation

Dhananjaya Sudhanva's remuneration package proposes an increase to not exceeding ₹4,80,00,000 per annum as basic salary, representing a substantial revision from the current ₹2,40,00,000 per annum. The enhanced package includes:

• Fixed salary component with provident fund, pension fund, and gratuity benefits
• Various allowances including Leave Travel Allowance, House Rent Allowance, and company-leased car and accommodation
• Corporate club memberships, insurance coverage, and medical benefits
• Full reimbursement for telecommunication facilities and home office technological upgrades
• Provision of chauffeur-driven vehicles for business and personal use

Whole Time Director Compensation

Shruthi Sudhanva's remuneration ceiling increases to ₹1,50,00,000 per annum from the current ₹36,00,000 per annum. This revision acknowledges her enhanced responsibilities in human resource management, including HR policy formulation, employee engagement initiatives, and retention strategies. Her expanded role encompasses strategic planning, market intelligence, and new business initiatives.

Chief Innovations Officer Compensation

Adarsh Sudhindratheertha Mysore's remuneration framework establishes a range from ₹75,00,000 to ₹1,50,00,000 per annum, compared to his current compensation of ₹45,25,920 per annum. As Chief Innovations Officer, he plays a vital role in the company's technology roadmap and global expansion initiatives.

E-Voting Process and Timeline

The remote e-voting process provides members with convenient access to participate in the decision-making process:

Members whose names appear in the Register of Members or list of beneficial owners as of the cut-off date April 24, 2026, are eligible to vote. The notice is being sent electronically to members with registered email addresses, and physical copies are not being distributed in compliance with MCA circulars.

Financial Performance Context

The remuneration revisions are proposed against the backdrop of strong financial performance. For the financial year 2024-25, the company reported turnover of ₹23,302.67 lakhs, profit before tax of ₹5,885.12 lakhs, and profit after tax of ₹3,405.23 lakhs on a standalone basis.

The Nomination and Remuneration Committee has considered the company's financial position, industry trends, appointees' qualifications, experience, and past performance while recommending these remuneration packages. The committee aims to strike a balance between company interests and shareholder value while ensuring retention of key managerial talent.

The postal ballot notice emphasizes the company's commitment to transparent governance practices and provides detailed explanatory statements for each resolution to enable informed decision-making by members.

Excelsoft Technologies Limited has formally submitted its initial disclosure to stock exchanges, confirming its non-Large Corporate status for the financial year ended March 31, 2026. The disclosure was made to both BSE Limited and National Stock Exchange of India Limited in compliance with SEBI regulatory requirements.

## Regulatory Compliance and SEBI Circular Requirements

The submission was made pursuant to Securities and Exchange Board of India (SEBI) Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, and SEBI/HO/DDHS/DDHS-RACPODI/P/CIR/2023/172 dated October 19, 2023. These circulars pertain to fund raising by issuance of debt securities by large entities and establish criteria for determining Large Corporate status.

The company confirmed that it does not meet the applicability criteria mentioned in clause 2.2 of the SEBI Circular dated November 26, 2018, Clause 1.2 of Chapter XII of the circular dated August 10, 2021, and Clause 3.2 of the circular dated October 19, 2023.

## Financial Position and Corporate Details

As part of the mandatory disclosure format prescribed in Annexure A, Excelsoft Technologies Limited provided key financial and corporate information:

The company reported NIL outstanding borrowings as of March 31, 2026, and indicated that it has no credit rating from any credit rating agency during the previous financial year.

## Corporate Authorization and Documentation

The disclosure was digitally signed by two key officials of the company on April 02, 2026. S M Adithya Jain, serving as Company Secretary, Chief Compliance Officer, and Chief Investor Relations Officer (ICSI Membership No.: A49042), signed the document at 14:19:59 +05'30'. Subramaniam Ravi, the Chief Financial Officer (ICAI Membership No: 208620), provided his digital signature at 13:22:34 +05'30'.

The company operates from its registered office at 1-B, Hootagalli Industrial Area, Mysuru - 570 018, Karnataka, India, and maintains additional offices in Kuvempunagar (Mysuru), Hyderabad, and Noida. Excelsoft Technologies Limited was formerly known as Excelsoft Technologies Private Limited and operates under the technology sector with CIN L72900KA2000PLC027256.

## Implications of Non-Large Corporate Status

By confirming its non-Large Corporate status, Excelsoft Technologies Limited indicates that it falls below the threshold criteria established by SEBI for large corporate entities. This classification affects the company's obligations regarding debt securities issuance and compliance requirements under the regulatory framework established by the Securities and Exchange Board of India.