eClerx Services Limited has announced a postal ballot notice dated February 3, 2026, seeking shareholder approval for three significant corporate actions through electronic voting. The company has engaged Ms. Savita Jyoti of M/s. Savita Jyoti Associates as the scrutinizer to conduct the postal ballot process in a fair and transparent manner.

Voting Timeline and Process

The e-voting process will commence on Wednesday, February 4, 2026, and conclude on Thursday, March 5, 2026, at 17:00 hours IST. The company has partnered with KFin Technologies Limited to facilitate the electronic voting process for all shareholders.

Director Re-appointment Resolution

The first resolution seeks approval for the re-appointment of Mr. Srinjay Sengupta (DIN: 02692531) as Non-Executive Independent Director for a second consecutive term of five years. His current term expires on January 27, 2026, and the proposed re-appointment would be effective from January 28, 2026 to January 27, 2031.

Mr. Sengupta, aged 58, brings extensive experience from the technology and outsourcing industry, having held senior positions at Infosys, iGate, and McKinsey & Company. He is an alumnus of IIT Kharagpur and IIM Ahmedabad. His performance evaluation shows exceptional attendance across board and committee meetings:

ESOP Scheme Amendment

The second resolution proposes amending the Employee Stock Scheme/Plan 2022 to increase the loan limit provided to the Employee Welfare Trust. The current limit of ₹2,000 million for purchasing shares from the secondary market is nearing exhaustion due to significant appreciation in the company's share price.

The amendment aims to enable the trust to continue acquiring shares to facilitate ESOP exercises, with all other provisions of the scheme remaining unchanged.

Bonus Share Issue Proposal

The third resolution involves issuing bonus shares to existing shareholders in a 1:1 ratio, meaning one new fully paid-up equity share of ₹10 each for every existing share held. The bonus issue will be funded by capitalizing ₹47,02,53,590 from the company's retained earnings as per the audited financial statements for the year ended March 31, 2025.

The bonus shares will rank pari-passu with existing equity shares and will be allotted only in dematerialized form. For shareholders holding physical shares, bonus shares will be credited to a Demat Suspense Account until valid demat account details are provided.

Implementation Timeline

The company must implement the bonus issue within two months from January 28, 2026, being the date of the Board meeting that approved the proposal, subject to receiving shareholders' approval and other regulatory clearances. The record date for determining eligible shareholders will be communicated separately.

All material documents related to the resolutions are available for electronic inspection by shareholders who can request access by emailing investor@eclerx.com . The postal ballot notice has been sent electronically to all shareholders whose email addresses are registered with the company or depositories as of the cut-off date.

eClerx Services Limited has announced significant amendments to its insider trading compliance framework following Board approval on January 28, 2026. The company has updated its Code of Conduct for Prohibition of Insider Trading and Code of Fair Disclosure to ensure continued compliance with evolving regulatory requirements.

Board Approval and Regulatory Compliance

The Board of Directors of eClerx Services Limited convened on Wednesday, January 28, 2026, to approve the amendments to the company's insider trading code. These modifications were implemented in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

Implementation and Accessibility

The amended code became effective immediately from January 28, 2026. In line with transparency requirements, the company has made the updated Code of Conduct available on its official website at www.eclerx.com , ensuring stakeholders have access to the latest compliance framework.

Regulatory Communication

eClerx Services Limited has formally notified both major stock exchanges about this regulatory update:

• BSE Limited (Scrip Code: 532927)
• National Stock Exchange of India Limited (Symbol: ECLERX)

The notification was signed by Pratik Bhanushali, VP-Legal & Company Secretary, bearing membership number F8538, and was digitally authenticated on January 28, 2026.

Corporate Governance Significance

This amendment reflects the company's ongoing commitment to maintaining robust corporate governance standards and ensuring compliance with securities market regulations. The updated code strengthens the framework for preventing insider trading and promotes fair disclosure practices across the organization.