Saksoft Ltd

Dematerialisation processing and record update

• Dematerialisation requests processed and confirmed to depositories (accepted/rejected) during the quarter.
• Securities dematerialised have been listed on the stock exchanges where earlier issued securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled; depository name substituted as registered owner within timeline.

Resolutions

• Item 1: Special resolution to amend ESOP 2009; clarificatory and administrative, no term changes.
• Pool unchanged at 1,50,00,000 options; vesting and pricing remain as approved.
• Item 2: Special resolution to grant up to 66,27,562 options to Gurmeet Chahal; 5% fully diluted.
• Options vest over four years; minimum one-year vesting; exercise price per SBEB Regulations.
• Grant via Saksoft ESOP 2009; through Trust route; no promoter involvement.
• Requires SBEB approvals; Chahal is CEO of Saksoft Inc.; not promoter.
• Exercise price and adjustments governed by Scheme; no fixed price disclosed.
• Maximum dilution: up to 5% of fully diluted equity capital.
• Grant subject to approvals and compliance; through Trust route.
• Results of postal ballot not disclosed; results expected by Nov 17, 2026.

Key dates & terms

• Remote e-voting window: Oct 16, 2026 to Nov 14, 2026.
• Results to be declared on or before Nov 17, 2026.
• ESOP 2009 administered by Saksoft Employee Welfare Trust; overseen by NRC.
• Grant subject to approvals under SBEB Regulations; through Trust route.

Item 1 — ESOP amendments

• Item 1: ESOP 2009 amendments; clarificatory, administrative, with no change to total pool.
• Total option pool remains 1,50,00,000; amendments require shareholder approval.
• Outcome pending; results to be announced by 17 November 2026.

Item 2 — ESOP grant to Gurmeet Chahal

• Grant of up to 66,27,562 options to Gurmeet Chahal, CEO of Saksoft Inc., 5% fully diluted.
• Vesting: minimum 1 year; four-year vesting schedule.
• Exercise price not less than face value and not more than market price.
• Through Saksoft ESOP 2009 via Trust route; subject to applicable laws.
• Counterparty: Gurmeet Chahal; relation: CEO of Saksoft Inc.; not promoter.
• Note: separate SBEB approval required for grant to subsidiary employee.
• Dilution potential up to 5% of issued capital on fully diluted basis.
• Outcome pending; results to be declared by Nov 17, 2026.

Rating Action Details

• Long-term bank facilities ₹40 crore upgraded to CARE A+ from CARE A; Stable outlook.
• Short-term bank facilities ₹3 crore; CARE A1 reaffirmed.
• Rating agency: CARE Ratings Limited.
• Outlook: Stable.
• Material change: Long-term upgrade; short-term reaffirmation.

Saksoft Limited — Trading Window Closure from Oct 01, 2026 until expiry of 48 hours after the declaration of unaudited Consolidated and Standalone Financial Results for the second quarter and half year ending Sept 30, 2026.

Appointment of Gurmeet Chahal as CEO of Saksoft Inc. and SMP

• Board approves appointment of Mr. Gurmeet Chahal as CEO of Saksoft Inc. (US), effective Oct 12, 2026.
• Chahal designated as Senior Management Personnel of Saksoft Limited from joining date.
• Date of SMP appointment: October 12, 2026.
• Profile: 30 years in IT services and BPM; ex Founding CEO of Digitide; ex Genpact leader.
• Not related to any Saksoft director.

Deal overview

• Target: Augmento Labs Private Limited, a wholly owned subsidiary of Saksoft Limited, India-based.
• Size/scale: Turnover and assets not disclosed.
• Related party: Transferor is a wholly owned subsidiary of the Transferee (Saksoft group).
• Industry/sector: Not disclosed.
• Purpose: Consolidation within Saksoft group; simplify holding structure; economies of scale and efficiency.
• Regulatory approvals: NCLT Chennai sanctioned the Scheme; effective on ROC filing of certified order.
• Timeline: Appointed Date 01.04.2026; order pronounced 16.09.2026; effective upon filing with ROC.
• Consideration: Upfront Rs 35 crore cash; deferred earnouts Rs 32.5 crore each; total Rs 97.5 crore.
• Shareholding: 100% of Transferor equity acquired; control vested in Transferee.
• Background: Augmento Labs Private Limited, CIN U72900TN2019PTC183534; incorporated 2019; India-based.