California Software Co. Ltd. — AGM Information 2021

Aug 25, 2021

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California Software Company Limited

CIN: L72300TN1992PLC022135

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096

Phone +91 94448 60882

Email: investor@calsoftgroup.com www.calsoftgroup.com/www.calsof.com

Date : August 25, 2021

To,

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

BSE Limited

P. J. Towers, Dalal Street, Fort, Mumbai – 400 001

Ref.: BSE Scrip Code No. “ 532386 ”

Ref.: “CALSOFT”

Sub.: Outcome of the 29[th] Annual General Meeting of California Software Company Limited held on 25[th] August 2021.

Dear Sir/Madam,

With reference to our letter dated August 03, 2021 providing intimation on the 29[th] Annual General Meeting (“AGM”) of California Software Company Limited scheduled on Wednesday, August 25, 2021 at 4.00 p.m. (IST) through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”), we would like to inform that the AGM was duly held and business was transacted thereat as per the Notice of the AGM dated August 3, 2021 in terms of the General Circular dated May 5, 2020 read with General Circulars dated April 8, 2020, April 13, 2020 and January 13, 2021 issued by the Ministry of Corporate Affairs (“MCA”) and in compliance with the provisions of the Companies Act, 2013 (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

In this connection, please find enclosed, the summary of proceedings of the 29[th] AGM pursuant to Regulation 30 read with Part A of Schedule III of the SEBI Listing Regulations.

The Voting results along with the scrutinizer report shall be filed by the Company in due course.

Kindly take the above information on your record.

Thanking you,

Yours sincerely, For California Software Company Limited

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Vasudevan Mahalingam

Managing Director

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California Software Company Limited

CIN: L72300TN1992PLC022135

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096

Phone +91 94448 60882

Email: investor@calsoftgroup.com www.calsoftgroup.com/www.calsof.com

CERTIFIED COPY OF SUMMARY OF PROCEEDINGS OF THE 29[TH] ANNUAL GENERAL MEETING OF THE MEMBERS OF CALIFORNIA SOFTWARE COMPANY LIMITED HELD ON WEDNESDAY, THE 25[TH] AUGUST 2021 AT 04.00 PM THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO VISUAL MEANS (“OVAM’).

1. Pursuant to Regulation 30 read with Para A of Schedule III to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), it is hereby informed that the 29[th] Annual General Meeting (“AGM”) of the Company was duly held on August 25, 2021 at 04.00 P.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).

2. Dr M. VASUDEVAN, Managing Director, chaired the meeting. The number of shareholders as on cutoff date i.e., August 18, 2020 was 7523.

3. The Chairman called the meeting to order as requisite quorum was present and he introduced the Directors, Secretarial Auditors and Statutory Auditors attending the meeting.

4. The Chairman thanked the shareholders for joining the meeting and informed that the meeting is being held through VC/OAVM in compliance with the circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

5. With the consent of the members present at the meeting, the notice convening the 29[th] Annual General Meeting, the Directors’ Report, Statutory Auditors’ Report and the Financial Statements for the financial year ended March 31, 2021 were taken as read. The Standalone and Consolidated Reports of the Independent Auditors for the financial year ended March 31, 2021 did not have any qualification.

6. The Chairman delivered his speech and briefed the Members on the Operational and Financial performance of the Company for the financial year ended 31st March, 2021 and outlined the Company's expansion plans and strategies. He expressed confidence that the Company's performance would further improve in the current year. The Chairman after delivering his short speech, asked the Company Secretary to explain the process of voting on the resolutions in the meeting.

7. The Company Secretary informed the members that pursuant to the provisions of the Companies Act, 2013, the Rules framed there under and the SEBI LODR 2015, the Company had provided the remote e- voting facility to the members of the Company in respect of the resolutions to be passed at the meeting. The remote e-voting commenced on August 21, 2020 at 10:00 hrs. and ended on August 24, 2020 at 17:00 hrs.

8. He further informed that, e-voting facility during the meeting has been made available through the voting page of NSDL e-voting website for the members present via VC/OAVM and who had not casted their vote through remote e-voting.

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096

Phone +91 94448 60882

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California Software Company Limited

CIN: L72300TN1992PLC022135

Email: investor@calsoftgroup.com www.calsoftgroup.com/www.calsof.com

1. The Company had appointed S.Dhanapal & Associates, Practising Company Secretaries, Chennai, as the scrutinizer for the purpose of scrutinizing the process of remote e-voting and e-voting process during the AGM.

2. The Chairman invited comments and questions from the Members, who had registered themselves as Speakers. Queries raised by the Members with respect to Financial Statements, business operations, impact of COVID-19 etc., were answered by the Chairman and Managing Director and CFO.

3. The following businesses were transacted at the 29[th] Annual General Meeting:

S.No.	Businesses	Resolution Type
1.	To receive, consider and adopt the standalone and consolidated financial statements of the Company comprising of audited balance sheet as at March 31, 2021, the statement of profit and loss and cash flow statement for the year ended on that date and the reports of the Board and Auditors’ thereon.	Ordinary Resolution
2.	To appoint statutory auditors and fix their remuneration.	Ordinary Resolution
3.	To re-appoint Dr.Manimala Vasudevan (DIN: 01980557), who retires by rotation and being eligible, offers herself for re-appointment.	Ordinary Resolution
4.	Rights Issue of EquityShares	Special Resolution
5.	Increase in Authorised Share Capital of the Company	OrdinaryResolution
6.	Alteration to Memorandum of Association of the Company	Ordinary Resolution
7.	Alteration to Articles of Association of the Company	Special Resolution
8.	Fixing of Remuneration for Dr. Manimala Vasudevan (DIN: 01980557) Whole-time Director and Chief OperatingOfficer.	Special Resolution
9.	Appointment of Mr. Frederick Ivor Bendle (DIN: 03156399)as NonExecutive Director of the Company	Ordinary Resolution
10.	Appointment of Mr. Gopalakrishna Rao Purushothama (DIN: 07556751) as an Independent Director of the Company	Ordinary Resolution
11.	Appointment of Dr. Ashok Godavarthi (DIN: 08389864) as an Independent Director of the Company	Ordinary Resolution
12.	Appointment of Mr. Duraiswamy Basuvaiah (DIN: 09258691) as an Independent Director of the Company	Ordinary Resolution
13.	Appointment of Mr. Vijayakumar Madhavan (DIN: 07892448)as Whole-time Director of the Company.	Special Resolution

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California Software Company Limited

CIN: L72300TN1992PLC022135

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096

Phone +91 94448 60882

Email: investor@calsoftgroup.com www.calsoftgroup.com/www.calsof.com

1. The Chairman authorised the Company Secretary to conduct the voting procedure and informed that the requisite quorum was present throughout the meeting.

2. The members were informed that the e-voting facility will remain open for the next 15 minutes and the consolidated voting results cast through remote e-voting and e-voting at the Annual General Meeting on all resolutions once finalized shall be communicated to the Stock Exchanges viz., BSE Limited and National Stock Exchange of India Limited and also placed on the Company's website www.calsof.com after receiving the Report from the Scrutinizer within 48 hours of conclusion of the Annual General Meeting of the Company.

3. The Chairman thanked the Members, Directors, Secretarial and Statutory Auditors for attending the meeting.

4. The meeting concluded at 17.10 hrs.

Kindly take the above intimation on record.

For California Software Company Limited

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Dr Vasudevan Mahalingam

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Chief Executive Officer & Managing Director