eClerx Services Limited has successfully concluded its postal ballot process, declaring results on March 6, 2026, with all three proposed resolutions receiving overwhelming shareholder support through remote e-voting under Regulation 44 of SEBI Listing Regulations.

Postal Ballot Overview

The company conducted the postal ballot with January 30, 2026, as the record date, covering a total of 69,796 shareholders. The voting process was facilitated through KFin Technologies Limited's e-voting platform, with the voting period commencing on February 4, 2026, at 09:00 hours and concluding on March 5, 2026, at 17:00 hours.

Resolution Results

All three agenda items were successfully passed with requisite majority support from shareholders across different categories, with 482 shareholders participating in the e-voting process for each resolution.

Resolution 1: Director Reappointment

The special resolution for re-appointment of Mr. Srinjay Sengupta (DIN: 02692531) as Non-Executive Independent Director for a second term of 5 years received strong approval with 99.09% votes in favour.

Resolution 2: Employee Stock Scheme Amendment

The special resolution for amendment of the Employee Stock Scheme/Plan 2022 was approved with 99.25% votes in favour, demonstrating strong shareholder confidence in the company's employee incentive programs.

Resolution 3: Bonus Share Issuance

The ordinary resolution for issuance of bonus shares received approval from 98.67% of the votes cast, with promoters showing complete support for the capital restructuring initiative.

Scrutinizer's Findings and Compliance

CS Savita Jyoti of Savita Jyoti Associates, appointed as the scrutinizer, confirmed that all resolutions met the required majority thresholds. The scrutinizer reported that special resolutions received more than three times the votes in favour compared to votes against, satisfying the statutory requirements under the Companies Act, 2013.

The postal ballot notice dated January 28, 2026, was dispatched electronically to all eligible shareholders and published in Business Standard (English) and Sakal (Marathi) newspapers on February 4, 2026. The results have been communicated to BSE Limited and National Stock Exchange of India Limited in compliance with Regulation 44(3) of the SEBI Listing Regulations and will be displayed on the company's website and KFin Technologies' e-voting platform.

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.