Xchanging Solutions Ltd

Xchanging Solutions Limited — Trading window closed from Thursday, October 01, 2026 till 48 hours after the declaration of Unaudited Standalone and Consolidated Financial Results for the quarter and half year ending September 30, 2026

AGM Details

• AGM held Sep 15, 2026 via VC/OAVM; 10:00–10:46 IST; record date 08-Sep-2026.

Resolutions and Outcomes

• Resolution 1 (Ord): Adoption of audited standalone and consolidated financial statements; passed.
• Resolution 2 (Ord): Declaration of final dividend; amount per share not disclosed; passed.
• Resolution 3 (Ord): Appointment by rotation of director; eligible for re-appointment; passed.
• Resolution 4 (Ord): Appointment of Walker Chandiok & Co. LLP as Statutory Auditors; passed.
• Resolution 5 (Special): Re-appointment of executive director; passed.
• Resolution 6 (Ord): Material related party transaction with DXC Technology Services LLC; passed.
• Resolution 7 (Ord): Material related party transaction with Xchanging Technology Services India Private Limited; passed.

AGM Details

• AGM held on Sept 15, 2026 at 10:00 AM IST via VC/OAVM.
• Meeting concluded at 10:46 AM IST.
• Remote e-voting from Sept 12–14, 2026; voting at AGM also available.

Resolutions Put to Vote

• Adoption of audited standalone and consolidated financial statements (Ordinary) — outcome not disclosed.
• Declaration of final dividend (Ordinary) — outcome not disclosed.
• Appointment/re-appointment of director by rotation (Ordinary) — outcome not disclosed.
• Appointment of statutory auditors (Ordinary) — outcome not disclosed.
• Re-appointment of executive Whole-Time Director (Special) — outcome not disclosed.
• Material related party transaction with a material subsidiary (Ordinary) — outcome not disclosed.
• Material related party transaction with another related party subsidiary (Ordinary) — outcome not disclosed.

Overview

• Standalone BRSR for FY2025-26; IT services company with two Indian offices (Bengaluru, Chennai).

Key ESG Risks & Opportunities

• Talent, inclusion, and well-being are material; attrition costs pose risks while upskilling creates growth opportunities.

Governance & Policy Highlights

• Board oversight includes Audit, Nomination & Remuneration, Stakeholders' Relationship, Risk Management, and CSR committees.

Social Responsibility & Workforce

• 86 permanent staff; 68 male, 18 female; two offices; CSR supports women's resilience (8,300 beneficiaries) and 800 fellowships.

Environmental Performance

• GHG Scope 1/2: Nil; non-renewable energy 3,98,932 units; 34% recycled, 66% resold; target zero e-waste to landfill.

Stakeholder Engagement & Complaints

• Stakeholders include shareholders, clients, suppliers, employees, government/regulators, and community; shareholders filed 4 complaints in FY2025-26 with 0 pending.

Other Notable Metrics

• Material related party transactions: purchases 85.92%, sales 61.22%; data privacy framework in place with no breaches.

AGM and annual report access

• 25th AGM scheduled for 15 September 2026 at 10:00 AM IST via VC/OAVM.
• Annual Report FY2025-26 to be accessed via web-link due to unregistered email addresses.
• Notice and AR available on BSE and NSE websites; web-link provided.
• Members without registered email urged to update address with RTA (KFin) or depository participants.

Financial highlights

• Standalone Total Income: Rs 7,084 Lakhs; prior year Rs 5,498 Lakhs.
• Consolidated Total Income: Rs 21,651 Lakhs.
• Standalone PBT: Rs 4,045 Lakhs; Consolidated PBT: Rs 7,670 Lakhs.
• Standalone Net Profit: Rs 3,697 Lakhs; Consolidated Net Profit: Rs 5,945 Lakhs.
• Earnings per share: Standalone Rs 3.32; Consolidated Rs 5.34.
• Final dividend Rs 2 per share for FY2025-26; record date Aug 14, 2026.
• AGM 25th on Sep 15, 2026 via VC/OAVM.

Subsidiaries & holdings

• Direct subsidiaries: Xchanging Solutions Singapore (100%), Xchanging Solutions USA (100%).
• Step-down: Nexplicit Infotech India Private Limited under liquidation.
• XS Solutions USA Inc revenue Rs 16,769.59 Lakhs; PAT Rs 3,933.52 Lakhs.
• Xchanging Singapore Pte Limited revenue Rs 1,891.63 Lakhs; PAT Rs 364.19 Lakhs.
• XSUSA became a material subsidiary by contributing >10% of last year’s consolidated turnover.

Capital structure & shareholding

• Authorised capital Rs 12,500 million; issued paid-up capital Rs 1,114.03716 million (111,403,716 shares).
• Promoters hold 75.0% (Xchanging Mauritius 52.07%, XTSI 19.16%, DXC India 3.77%).
• Promoter ownership and material subsidiaries are disclosed in RPT section of the AGM notice.
• XSUSA is a material subsidiary with turnover contribution >10% in the prior year.

Governance & audits

• Board: 6 directors (2 Executive, 3 Independent, 1 Non-Independent).
• Auditors: Deloitte Haskins & Sells LLP re-appointed; Walker Chandiok & Co LLP to audit for 5 years (subject to AGM).
• Secretarial: MAKS & Co. (MR-3); internal auditor Valerie Bosmans appointed May 21, 2025.
• Board changes: Henry D’Souza left May 24, 2025; Janaki Patwardhan resigned Jan 14, 2026; Padmaja BN appointed Feb 5, 2026.
• CEO/MD Swaminathan Swaminathan appointed March 4, 2025; Shrenik Champalal proposed re-appointment as WTD to March 2030.

Dividend & CSR highlights

• FY2025-26 CSR spend Rs 29.96 million; fully utilised; no unspent CSR amount.
• CSR programs include women’s economic resilience, skill development, fellowships, and employability training.
• Average net profit for CSR calc: Rs 1,497.93 million; CSR obligation Rs 29.96 million.
• CSR committee comprised Independent Directors and one Executive Director; meetings held during year.

Geography & business outlook

• Geographic mix (Standalone): USA Rs 16,690 Lakhs (82.25%), Singapore Rs 1,757, Europe Rs 310, India Rs 1,322, Rest Rs 213.
• Top customers (>10% of revenue): Rs 2,140 Lakhs from 3 customers (FY2025: Rs 1,752 from 2).
• Consolidated strategy highlights AI, cloud, cybersecurity, and digital transformation across markets.
• Risk factors: geopolitics, talent retention, cybersecurity threats; opportunities from rising global IT demand.

Risk management & controls

• Internal controls deemed adequate; no material weaknesses identified.
• Secretarial audits: MAKS & Co.; no material qualifications; annual compliance ensured.
• Vigil mechanism/Whistle Blower policy in place; no material complaints during year.

Outlook for investors

• IT services demand driven by digital transformation; AI adoption remains a growth lever.
• Company focuses on expanding services, strengthening client relationships, and pursuing profitable scale.

Dividend details

• Final dividend of ₹2 per equity share on a ₹10 face value.
• Dividend rate is 20% of face value; subject to AGM approval.
• Record date fixed at Friday, 14 August 2026.
• Dividend will be paid electronically, subject to member mandates.
• Subject to member approval at the 25th AGM.

TDS framework and deadlines

• TDS on final dividend governed by Income-tax Act 2025; rates vary by status.
• Resident with PAN: 10%; without PAN: 20%.
• Non-residents: 20% withholding; DTAA options available with documentation.
• Deadline to update PAN and other details by 19 August 2026, 6:00 PM.
• TDS certificates emailed; Form 168 available via e-filing.