CG Vak Software & Exports Ltd

Independent director appointment

• Appointed as Independent Director of CG-VAK Software USA Inc (subsidiary).
• Date of appointment: 14 October 2026.
• Appointee: Mr. S. Muthukumar (DIN 00758407), engineer with MBA and 30+ years warehousing experience.
• Expertise: General management, finance, accounting, logistics.
• Not related to any Director of the Company or its Subsidiary.
• Not debarred from holding director office by SEBI or other authority.

Governance actions

• Audit Committee reconstituted: Chairman S. Muthukumar; Members A. Sankar, Mani Ravindran, Vasudevan Kidambi.
• Nomination and Remuneration Committee reconstituted: Chairman S. Muthukumar; Members A. Sankar, Mani Ravindran, Vasudevan Kidambi.
• Investors' Grievance Committee expanded; S. Muthukumar Chairman; new member Mrs. S. Latha.
• Appointed Mr. S. Muthukumar as Independent Director of Software USA Inc (DIN: 00758407).
• Board meeting held on 14 October 2026.

Resignation details

• Resigning director: Mr. R. Jayaraman, Independent Director.
• Director type: Independent.
• Effective from close of business on 30 September 2026.
• Reason: personal and professional commitments.
• No other material reasons beyond those disclosed.
• Ceases as member of Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.
• Other listed entities: Nil.
• Regulatory/Shareholder approval: not mentioned in the filing.
• Consequence: immediate cessation of three committee memberships.

Independent Directors Regularized

• Regularized appointment as Non-Executive Independent Director for 5 years; effective 28 Sep 2026; until 36th AGM.
• Profile: Business Transformation Strategist, ESG Practitioner, Generative AI leadership coach; 30+ years experience.
• Disclosures: not related to any director.
• Profile: Engineer with MBA, 30+ years warehousing and general management experience.
• Profile: 40 years in retail distribution, FMCG, telecom; distribution networks and sales.
• Profile: Banker; former Indian Bank Manager with extensive financial sector knowledge.

AGM Details

• AGM held on 28 September 2026 at 3:00 PM via VC/OAVM.
• Voting rights cut-off was 21 September 2026; remote voting ran 24–27 September.

Ordinary Resolutions

• Adoption of standalone and consolidated financial statements approved with 99.98% assent.
• Dividend declaration approved.
• Reappointment of G. Suresh approved (retiring by rotation).

Independent Director Appointments

• Vasudevan Kidambi appointed as Independent Director.
• S. Muthukumar appointed as Independent Director.
• Mani Ravindran appointed as Independent Director.
• A. Sankar appointed as Independent Director.

Overall Voting Outcome

• All resolutions passed with requisite majority; dissent was 0.02%.

Cessation: K. Kathirvel

• Cessation as Independent Director on 28.09.2026 due to completion of tenure; not due to resignation/removal/disqualification.

Cessation: R. Krishnaswamy

• Cessation as Independent Director on 28.09.2026 due to completion of tenure; not due to resignation/removal/disqualification.

Cessation: G. S. Swaminathan

• Cessation as Independent Director on 28.09.2026 due to completion of tenure; not due to resignation/removal/disqualification.

AGM Details

• No AGM date, mode, or resolutions present in this chunk.

AGM Details

• AGM held on 28 September 2026 at 3:00 PM through OAVM/VC.

Key Resolutions

• Adopt standalone and consolidated audited financial statements for year ended 31 March 2026.
• Declared dividend of Rs.1 per equity share for year ended 31 March 2026.
• Re-appointed G. Suresh as Director retired by rotation.
• Appointed Vasudevan Kidambi as Independent Director.
• Appointed S. Muthukumar as Independent Director.
• Appointed A. Sankar as Independent Director.
• Appointed Mani Ravindran as Independent Director.

CG Vak Software & Exports Ltd — Trading Window Closure