Compucom Software Ltd

Compucom Software Limited - Closure of Trading Window from October 1, 2026 until 48 hours after the declaration of unaudited financial results for the quarter ended September 30, 2026

Director changes

• Re-appointment of Vaibhav Suranaa as Whole-Time Director for 3 years, 01 Aug 2026–31 Jul 2029.
• Appointment of Dr. Arvind Dwivedi as Non-Executive Independent Director for 2 years, 15 Jun 2026–14 Jun 2028.
• Vaibhav Suranaa's profile: MBA (IIM) and B.Tech (IIT Delhi); management, FnB, and hotel experience.
• Relationship: Son of Surendra Kumar Surana, Chairperson MD & CEO.
• Dr. Arvind Dwivedi's profile: Ph.D. IIT Roorkee; 38+ years in civil engineering.
• Dwivedi not related to other directors.
• Impact: No stated impact on board or committees.
• Reason: Completion of current tenure.

AGM Details

• AGM held on 9 September 2026 at 04:00 PM IST via VC/OAVM.
• Record date for shareholder rights: 2 September 2026.
• Remote e-voting period: 5–8 September 2026.
• Notice dispatched: 13 August 2026.
• Shareholders on record: 32,767.

Dividend

• Final dividend of 12.50% (Rs 0.25 per share) for FY2026.

Key Resolutions

• Item 1 (Ord): Adopt standalone and consolidated financial statements.
• Item 2 (Ord): Declare final dividend of 12.50% (Rs 0.25).
• Item 3 (Ord): Re-appoint Ajay Kumar Surana, retires by rotation.
• Item 4 (S): Re-appoint Vaibhav Suranaa as Executive Director.
• Item 5 (S): Appoint Dr. Arvind Kumar Dwivedi as Independent Director.
• Item 6 (S): Approve Employee Stock Option Scheme 2026.
• Item 7 (S): Approve ESOP for holding company, subsidiaries and associates.
• Item 8 (S): Grant ESOP options between 1% and 3%.
• Item 9 (S): Approve ESOP for employees under Scheme 2026.
• Item 10 (S): Approve loan to ESOP trust for share purchases.

Voting Results

• Item 1 passed with 99.9997% in favour.
• Item 2 passed with 99.9997% in favour.
• Item 3 passed with 99.9996% in favour.
• Item 4 passed with 99.9996% in favour.
• Item 5 passed with 99.9996% in favour.
• Item 6 passed with 99.9996% in favour.
• Item 7 passed with 99.9983% in favour.
• Item 8 passed with 99.9996% in favour.
• Item 9 passed with 99.9996% in favour.
• Item 10 passed with 99.9996% in favour.

Directors / Management Changes

• Ajay Kumar Surana re-appointed (retiring by rotation).
• Vaibhav Suranaa re-appointed as Whole Time Director (Executive Director).
• Dr. Arvind Kumar Dwivedi appointed Independent Director.

Auditors & Related Parties

• No auditor appointment changes disclosed.
• No material related party transactions disclosed.

Other Approvals

• ESOP approvals across items 6–9; loan approval for ESOP trust under item 10.

AGM Details

• AGM held 09 Sep 2026 at 4:00 PM via VC/OAVM.
• 81 members attended the AGM.

Ordinary Business

• Adopt Audited Standalone and Consolidated Financial Statements for year ended March 31, 2026.
• Declare final dividend of 12.50% (Rs 0.25 per equity share) for 2025-26.
• Appoint Ajay Kumar Surana as director, retiring by rotation, for re-appointment.

Special Business

• Re-appoint Vaibhav Suranaa as Whole Time Director (Executive Director).
• Appoint Dr. Arvind Kumar Dwivedi as Independent Director.
• Adopt and implement ESOP 2026.
• Extend ESOP 2026 approval to holding, subsidiary, associate, and group companies.
• Grant options equal to 1%–3% of issued capital in any year under ESOP 2026.
• Approve secondary acquisition of equity shares under ESOP 2026.
• Approve loan to purchase own shares by the Trust for employees under ESOP 2026.

Voting Status

• Voting results to be announced after Scrutinizer's report and posted on the company website.

RSLDC DDU-GKY order in Rajasthan

• Work/Sanction Order from RSLDC for DDU-GKY in Rajasthan.
• Project covers training 350 rural poor youth and placement for 245.
• Estimated execution period: around 36 months.
• Contract value: Rs 4,76,93,450.
• Order awarded to Compucom Software Limited (domestic entity).
• No related party involvement; no arm's-length concerns.

AGM notice and annual report

• 32nd AGM scheduled Sept 9, 2026 at 4:00 PM via VC/OAVM for FY2025-26.
• Annual report for FY2025-26 and AGM notice available on the company's website.
• For non-registered email shareholders, annual report and AGM notice are on the website and exchange portals.
• Physical copy of the Annual Report can be requested by emailing investor@compucom.co.in with Folio/DP details.
• Shareholders may update email, address, bank details, or nomination via DP or investor email.

AGM and annual report access

• 32nd AGM scheduled for 9 September 2026 at 04:00 PM via VC/OAVM.
• FY2025-26 Annual Report available on the company website.
• Notice and annual report sent to members with registered email addresses.
• Physical copies of the Annual Report can be requested via investor@compucom.co.in.
• Annual report also hosted on BSE and NSE portals.

Financial highlights

• Total income 4,092.09 lakh.
• Revenue from operations 3,414.01 lakh.
• Profit after tax 293.92 lakh.
• EPS (basic/diluted) 0.36.
• Final dividend 12.50% (Rs 0.25 per share).
• Book value per share 17.87.

Business mix & segments

• Learning Solutions revenue Rs 2,780.87 lakh.
• Software & E-Governance revenue Rs 82.94 lakh.
• Wind Power Rs 38.11 lakh.
• Hotel revenue Rs 69.62 lakh.
• Geography: India Rs 3,400.96 lakh; USA Rs 13.05 lakh.
• CSL Infomedia revenue Rs 1,250.26 lakh; loss Rs 6.27 lakh.

Capital structure & liquidity

• Total borrowings Rs 4,857.52 lakh.
• Cash and cash equivalents Rs 883.05 lakh; undrawn facilities Rs 2,258.51 lakh.
• Total facilities Rs 6,823.00 lakh; drawn Rs 4,564.49 lakh.
• CWIP balance Rs 1,454.12 lakh (Hotel and Cold Storage).

Dividend & shareholder information

• Final dividend 12.50%; Rs 0.25 per share.
• Record date 2 Sep 2026.
• Dividend payout Rs 1.9781 crore.
• 72% dematerialized shareholding.

Governance & board changes

• Board of six: 2 Exec, 1 Non-Exec, 3 Independent.
• Dr Arvind Kumar Dwivedi appointed Independent Director from 15 Jun 2026.
• Vaibhav Suranaa reappointed Whole-Time Director from 1 Aug 2026.
• Satya Narayan Vijayvergiya ceased as Independent Director on 14 Jun 2026.

ESOS 2026 – scheme details

• Maximum 26,99,379 options under CSL-ESOS 2026.
• Implemented via Compucom Employee Welfare Trust.
• Exercise price floor Rs 2; vesting 1-4 years.

Outlook & risks

• Outlook for FY27 positive with diversified portfolio.
• Key risks: competition, talent retention, currency fluctuations, regulatory changes.
• Management aims to leverage AI and digital platforms.

Subsidiaries & related party disclosures

• CSL Infomedia Private Limited is a material subsidiary; JAN TV operations.
• Related party transactions are at arm's length; disclosed in notes.

AGM Details

• Date and time: 9 September 2026, 04:00 PM.
• Mode: VC/OAVM; deemed venue: registered office Jaipur.
• Record date for dividend entitlement: 2 September 2026.

Dividend

• Dividend proposed: final Rs 0.25 per share (12.5%).

Director Changes

• Ajay Kumar Surana to be re-appointed by rotation.
• Vaibhav Suranaa re-appointed as Whole Time Director (Executive) for 3 years from Aug 1, 2026.
• Dr. Arvind Kumar Dwivedi appointed Independent Director for 2 years.

ESOP CSL-ESOS 2026

• Adoption and implementation of CSL-ESOS 2026 with up to 26,99,379 options.
• Scheme via Trust: Compucom Software Limited Employee Welfare Trust.
• Total options under scheme: 26,99,379 shares.
• Extend ESOS to holding/subsidiary/associate/group employees.
• Grant of options in any year: 1%–3% of issued capital.
• Secondary acquisition by Trust up to 26,99,379 shares.
• Trust loans for ESOS up to 5% of paid-up capital plus reserves.
• Shares issued on exercise to rank pari passu with existing.

Other ESOS Related

• ESOS to be administered through a Trust; listing on stock exchanges as required.
• Option holders have no voting rights until shares are transferred.
• Terms may be adjusted for corporate actions; accounting under SBEB regulations.