Capricorn Systems Global Solutions Ltd

Re-appointment: Triveni as NED-Independent

• Re-appointment of Vuddaraju Triveni as Non-Executive Independent Director; 03.09.2026–02.09.2031.
• Profile: Experienced in Accounts & Finance.
• Compliance: Not debarred from directorship.
• Shareholding: Nil.

Secretarial Auditor: MVK & Associates

• Appointment of MVK & Associates as Secretarial Auditor for FY 2026-27 to 2030-31.
• Profile: Firm of Company Secretaries; 4+ years in governance.
• Relationship: NIL.
• Term: Five financial years.

Independent Director: Kondaipally Vamshi Krishna

• Appointment of Kondaipally Vamshi Krishna as Independent Director; 02.09.2026–01.09.2031.
• Profile: Practicing Advocate with governance experience.
• Relationship: NIL.
• Debarment: Not debarred.

Independent Director: Nageswara Rao Parimi

• Appointment of Nageswara Rao Parimi as Independent Director; 02.09.2026–01.09.2031.
• Profile: Real estate sector expert; property development.
• Relationship: NIL.
• Debarment: Not debarred.

Managing Director: Manmohan Rao Suddhala

• Re-appointment of Manmohan Rao Suddhala as Managing Director; 01.10.2026–30.09.2027.
• Profile: Engineering graduate; 49 years’ managerial experience.
• Shareholding: 17,95,223 (6.42%).
• Debarment: Not debarred.
• Term: One year.

AGM details

• Date and time: 29 September 2026, 11:15 a.m.
• Mode: VC/OAVM (video conference and AV means).
• Record date: 22 September 2026; meeting duration 11:15–11:48 a.m.

Resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of financial statements; passed.
• Resolution 2 (Ordinary): Re-appointment of Manmohan Rao Suddhala as director; passed.
• Resolution 3 (Special): Reappointment of Vuddaraju Triveni as Independent Director; passed.
• Resolution 4 (Ordinary): Appointment of MVK & Associates as Secretarial Auditors; passed.
• Resolution 5 (Special): Appointment of Kondaipally Vanishi Krishna as Independent Director; passed.
• Resolution 6 (Special): Appointment of Nageswara Rao Parimi as Independent Director; passed.
• Resolution 7 (Special): Re-appointment of Manmohan Rao Suddhala as MD without remuneration; passed.

Voting overview

• All resolutions approved with strong majority.
• Total votes polled: 84,619; in favour: 84,614; against: 5.

Directors appointed / reappointed

• Triveni reappointed Independent Director for five-year term to 2031.
• Kondaipally Krishna appointed Independent Director for five years (2026–2031).
• Nageswara Rao Parimi appointed Independent Director for five years (2026–2031).
• Manmohan Rao Suddhala reappointed as Director; MD reappointed without remuneration.

Auditors

• MVK & Associates appointed as Secretarial Auditor for five years (2026–31).

Related party / other approvals

• No material related party transactions disclosed or approved.
• No ESOPs or other material approvals reported.

AGM details

• Date/time: 29 Sep 2026, 11:15 IST; mode: VC/OAVM; duration 11:15–11:48 IST.

Resolutions

• Item 1: Adoption of audited financial statements for year ended 31 Mar 2026.
• Item 2: Re-appointment of director retiring by rotation: Manmohan Rao Suddhala.
• Item 3: Re-appointment of independent director: Vuddaraju Triveni for second term.
• Item 4: Appointment of Secretarial Auditors: MVK & Associates for five years.
• Item 5: Appointment of independent director: Kondaipally Vamshi Krishna.
• Item 6: Appointment of independent director: Nageswara Rao Parimi.
• Item 7: Re-appointment of Managing Director: Manmohan Rao Suddhala.

Voting status

• Voting results to be submitted to the Stock Exchange separately.
• Outcomes of individual resolutions not disclosed in this filing.

Auditors

• Secretarial Auditor appointment: MVK & Associates for five consecutive years.

Director changes

• MD re-appointment: Manmohan Rao Suddhala as Managing Director.
• Director retirement by rotation: Manmohan Rao Suddhala re-appointed.
• Independent directors appointed: Vuddaraju Triveni; Kondaipally Vamshi Krishna; Nageswara Rao Parimi.

Capricorn Systems Global Solutions Limited trading window closed from October 01, 2026 until 48 hours after the unaudited Q2 2026 results (quarter ended September 30, 2026).

MD Appointment

• Appointed Manmohan Rao Suddhala as Managing Director for 01-10-2026 to 30-09-2027, subject to members' approval.
• Profile: Engineering graduate with about 49 years' managerial experience in textiles, paper, and software services.
• Shareholding: 17,95,223 shares (6.42%).

Independent Directors Appointments

• Appointed Kondaipally Vamshi Krishna as Non-Executive Independent Director, effective 02.09.2026 for five years, subject to shareholders' approval.
• Profile: Practicing advocate with legal, regulatory governance experience.
• SEBI: Not debarred from holding director office.

Independent Director – Parimi

• Appointed Nageswara Rao Parimi as Non-Executive Independent Director for five years, effective 02.09.2026, subject to shareholders.
• Profile: Real estate sector professional; insights for strategy and governance.
• SEBI: Not debarred; no inter-director relationships disclosed.

Secretarial Auditor Appointment

• Appointed MVK & Associates as Secretarial Auditors for 2026–2031.
• Reason: appointment to provide secretarial audit and governance services.
• Firm profile: Company Secretaries with governance, legal due diligence expertise.
• Inter-director relationships: NIL.

Resignation: Lakshmi Gurram

• Lakshmi Gurram resigned as Non-Executive Independent Director effective 02.09.2026.
• Reason: personal and professional commitments.
• Confirmation: no other material reasons for resignation.

Resignation: Kollu Venkata Srinivasa Rao

• Kollu Venkata Srinivasa Rao resigned as Non-Executive Independent Director effective 02.09.2026.
• Reason: personal and professional commitments.
• Confirmation: no material reasons beyond those stated.
• Letters of resignation enclosed.

Governance changes and appointments

• MD appointment: Manmohan Rao Suddhala from 01-10-2026 to 30-09-2027, subject to shareholders' approval.
• Kondaipally Vamshi Krishna appointed Independent Director for five years from 02-09-2026, subject to shareholders' approval.
• Nageswara Rao Parimi appointed Independent Director for five years from 02-09-2026, subject to shareholders' approval.
• Resignations: Lakshmi Gurram and Kollu Venkata Srinivasa Rao resign as Non-Executive Independent Directors effective 02-09-2026.

AGM, committees and statutory disclosures

• 41st AGM to be held on 29-Sep-2026 via VC/OAVM.
• Register of Members and transfer books closed Sep 23-29, 2026 (inclusive).
• Board reconstitution of committees.
• Board's Report for FY2025-26 to be finalized.
• MVK & Associates appointed Secretarial Auditors for 2026-2031.
• MVK & Associates appointed as Scrutinizer; CDSL to provide e-voting for AGM.

Scheme overview

• Proposed amalgamation between Transferor and Transferee companies.
• Board approved the scheme subject to regulatory approvals.
• BSE issued no adverse observation on Aug 20, 2026.

Regulatory approvals and status

• NCLT sanction required; six-month observation window to file.
• SEBI/stock exchange observations require extensive disclosures in petition.
• Observations to be incorporated in petition and notices.

Financial and structural impact

• Liabilities of Transferor to be transferred to Transferee.
• Equity shares, if any, to be issued in demat form.
• Required disclosures include shareholding pattern, valuations, and lender NOC.
• No adverse observations on listing/de-listing.

Status & next steps

• Observation letter valid for six months; scheme to be submitted to NCLT.
• Pending regulatory approvals and shareholder disclosures as per SEBI/Exchange.

Issue Overview

• Rights issue of equity shares.
• Total issue size and net proceeds revised due to reallocation of funds.
• Main objectives: working capital, general corporate purposes, and issue expenses.

Utilisation of Proceeds

• Utilisation largely as disclosed; no material deviations.
• Cost reallocation between objects: issue expenses redirected to GCP.
• Working capital: fully utilised.
• General Corporate Purposes: fully utilised.
• Issue related expenses: partially utilised; some idle funds.
• Unutilised funds held in a monitoring account.

Governance & Compliance

• All required statutory approvals obtained; board approvals confirmed.
• In-principle approval from the stock exchange.
• No material events or disputes affecting viability.
• No conflict of interest declared.

General Corporate Purpose (GCP)

• GCP allocations total utilised across multiple sub-heads (not itemized here).
• Board approval for allocation not explicitly stated.