FCS Software Solutions Limited conducted its 227th Board meeting on February 09, 2026, at its corporate office in Noida, where directors approved significant updates to the company's Related Party Transaction Policy. The meeting commenced at 04:00 PM and concluded at 04:35 PM, demonstrating efficient governance processes.

Board Meeting Outcomes

The Board of Directors considered and approved amendments to the Related Party Transaction Policy in accordance with Regulation 30 and 23 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The updated policy has been made available on the company's website at https://fcsitd.com/investors/policies .

Policy Revision History

The Related Party Transaction Policy has undergone several revisions since its inception, reflecting the company's commitment to regulatory compliance and governance best practices.

Key Policy Features

The updated policy establishes comprehensive materiality thresholds for related party transactions. Material transactions are defined as those exceeding thresholds prescribed under Schedule XII of the Listing Regulations. Specifically, transactions involving payment of royalty or brand usage fees are treated as material if they exceed 5% of the annual consolidated turnover.

Approval Framework

The policy outlines a three-tier approval structure:

• Audit Committee: Prior approval mandatory for all related party transactions and material modifications
• Board of Directors: Approval required for transactions not in ordinary course of business or not at arm's length
• Shareholders: Special resolution required for material related party transactions under Regulation 23

Disclosure Requirements

The policy incorporates SEBI Industry Standards issued on February 14, 2025, establishing specific disclosure requirements. Related party transactions exceeding ₹10 crore or 1% of annual consolidated turnover require detailed disclosures, while transactions not exceeding ₹1 crore during a financial year are exempt from Industry Standards disclosures.

Regulatory Compliance

The policy ensures compliance with the Companies Act, 2013, and SEBI Listing Regulations, with automatic application of any future amendments to applicable laws. The Board of Directors, on recommendation of the Audit Committee, will review this policy once every three years or earlier if required due to regulatory changes.

FCS Software Solutions Limited , a prominent player in the IT industry, has made significant changes to its board and audit structure, as approved by shareholders at the company's 32nd Annual General Meeting (AGM) held on August 19, 2025.

New Independent Directors

The company has appointed two new Non-Executive Independent Directors for five-year terms, effective July 22, 2025:

1. Ms. Dolly Saini (DIN: 08161861): An experienced professional with over a decade of expertise in governance, finance, and insurance. Ms. Saini currently serves as a Women Director at New Light Apparels Limited and has previously held positions at HDFC Life and Edelweiss Tokio Life. Her diverse experience includes roles as an Accountant and Company Secretary Assistant.

2. Mr. Nitish Kumar Singh (DIN: 07702754): Holding a Master's degree, Mr. Singh brings eight years of experience in IT Back Support to the board.

Both directors have been confirmed not to be debarred from holding office by any regulatory authority, including SEBI.

Appointment of Secretarial Auditor

In addition to the board appointments, the shareholders approved the appointment of M/s Neeraj Arora & Associates, a peer-reviewed firm of Practicing Company Secretaries, as the Secretarial Auditor of FCS Software Solutions. The firm will serve for a term of five consecutive years, from FY 2025-26 to FY 2029-30.

Other AGM Proceedings

The AGM, which was conducted through Video Conferencing (VC)/ Other Audio Visual Means (OAVM), also addressed several other matters:

• Adoption of audited Standalone and Consolidated Financial Statements for the year ended March 31, 2025
• Re-appointment of Mrs. Neelam Sharma (DIN: 10291133) as a director
• Approval of material related party transactions with Bloom Healthcare & Hospitality Management Private Limited, a material subsidiary of the company

The meeting, chaired by Mr. Ravinder Sachdeva, Whole-time Director of the company, commenced at 11:30 AM and concluded at 12:14 PM.

These strategic appointments and decisions reflect FCS Software Solutions' commitment to strengthening its corporate governance and ensuring compliance with regulatory requirements. The diverse expertise of the new board members is expected to contribute significantly to the company's future growth and development in the competitive IT landscape.