Exicom Tele-Systems Limited has successfully completed its postal ballot process, with shareholders approving four material related party transaction resolutions on February 01, 2026. The company announced the results on February 03, 2026, following scrutinizer validation of the remote e-voting process.

Postal Ballot Overview

The postal ballot was conducted entirely through remote e-voting, covering 146,424 total shareholders as of the record date December 30, 2025. The voting period commenced on January 03, 2026 at 9:00 AM IST and concluded on February 01, 2026 at 5:00 PM IST. MZ & Associates, led by scrutinizer Mohd Zafar (Membership No. 9184), oversaw the voting process and submitted their report on February 03, 2026.

Resolution Results

All four ordinary resolutions received overwhelming shareholder support, with approval rates exceeding 99% across all proposals. The voting was conducted exclusively through National Securities Depository Limited's remote e-voting platform.

Resolution 1: Exicom Power Solutions B.V. Transactions

This resolution approved material related party transactions with Exicom Power Solutions B.V., an unlisted material subsidiary, with an aggregate value not exceeding ₹180 crores.

Resolution 2: Exicom-Tritium Australia Transactions

The second resolution, covering transactions between Exicom Power Solutions B.V., Netherlands and Tritium Power Solutions Pty Ltd, Australia, received 99.28% approval with 11,263,105 votes in favour out of 11,344,398 total votes polled. The approved transaction value ceiling is ₹260 crores.

Resolution 3: Exicom-Tritium USA Transactions

Shareholders approved transactions between Exicom Power Solutions B.V., Netherlands and Tritium Power Solutions Inc., USA, with 99.28% support. The resolution received 11,263,304 favourable votes from 11,344,611 total votes, covering transactions up to ₹256 crores.

Resolution 4: Inter-Tritium Subsidiary Transactions

The final resolution addressed transactions between Tritium Power Solutions Pty Ltd, Australia and Tritium Power Solutions Inc., USA, both step-down subsidiaries. This received 99.28% approval with 11,263,154 votes in favour from 11,344,448 total votes, covering transactions valued up to ₹327 crores.

Voting Participation Analysis

Notably, the promoter and promoter group, holding 92,449,616 shares, did not participate in the voting process across all resolutions, recording zero votes in each case. This abstention pattern is consistent with regulatory requirements for related party transactions where promoters may have interests.

The public institutional investors demonstrated near-complete participation with 99.56% voting rate, while public non-institutional shareholders showed 14.83% participation across the resolutions.

Regulatory Compliance

The postal ballot process adhered to provisions under Section 108 and 110 of the Companies Act, 2013, and Regulation 44 of SEBI Listing Regulations. The company published requisite advertisements in Business Standard (English) and Hind Janpath (Hindi) newspapers on January 03, 2026, ensuring proper disclosure to shareholders.

The approved resolutions enable the company to continue, renew, extend, or modify various arrangements including provision of unsecured loans and purchase/sale of goods and services among its subsidiary network, subject to arm's length pricing and ordinary course of business requirements.

Exicom Tele-Systems Limited announced that its Board of Directors has approved material related party transactions through circulation resolutions passed on December 31, 2025. The transactions require shareholder approval as they may exceed materiality thresholds prescribed under SEBI regulations.

Board Resolutions and Approvals

The board approved proposed material related party transactions involving transfers of resources, services, or obligations between the company and its subsidiaries, as well as between subsidiaries and step-down subsidiaries where the company is not a direct party. These transactions are subject to shareholder approval as required under Regulation 23 of the SEBI Listing Regulations.

Regulatory Compliance and Thresholds

The proposed transactions may exceed the prescribed materiality thresholds under Regulation 23 of the SEBI Listing Regulations. The Audit Committee has approved these transactions, which are conducted in the ordinary course of business and maintained on an arm's length basis. The company emphasized that all transactions comply with regulatory requirements and follow standard business practices.

Postal Ballot Process

The board also approved a draft postal ballot notice seeking shareholders' approval for the material related party transactions. The notice will be dispatched to shareholders in due course according to applicable law and will be filed with stock exchanges. This process ensures transparency and allows shareholders to participate in the decision-making process for significant corporate transactions.

Corporate Governance Framework

The approval process demonstrates Exicom Tele-Systems' commitment to maintaining robust corporate governance standards. The transactions require multiple levels of approval, including the Audit Committee and shareholders, ensuring proper oversight and compliance with regulatory requirements. Company Secretary and Compliance Officer Sangeeta Karnatak signed the regulatory filing, confirming the board's decisions and commitment to transparency.