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Computer Age Management Services Limited — Proxy Solicitation & Information Statement 2025
Oct 15, 2025
61773_rns_2025-10-15_3e80fd07-bd4b-4512-bc0b-39084b1fb551.pdf
Proxy Solicitation & Information Statement
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15[th] October 2025
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BSE Limited, National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] floor, Plot No. C/1, Dalal Street G Block, Bandra Kurla Complex, Bandra Mumbai 400 001 (East), Mumbai 400 051 Scrip Code: 543232 Trading Symbol: CAMS
Dear Sir / Madam,
Sub: Notice of Postal Ballot
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith Notice of Postal Ballot dated 15[th] October 2025 wherein approval of the Members of the Company is being sought on the following Resolutions
| Sr. No. | Description of the Resolutions | Type of Resolution |
|---|---|---|
| 1 | Approval for Sub-division of Equity Shares of the Company |
Ordinary Resolution |
| 2 | Amendment of the Memorandum of Association of the company |
Ordinary Resolution |
Date of events relevant to Postal Ballot are as below:
| Commencement of e-voting period | 9.00 am IST on Thursday, October 16,2025 |
|---|---|
| Conclusion of e-voting period | 5:00 pm IST on Saturday, November 15,2025 |
| Cut-off date for eligibility to vote | Friday, October 10, 2025 |
| Results of Postal Ballot | Monday, November 17, 2025 |
We request you to take the same on records.
Yours faithfully, For Computer Age Management Services Limited
Digitally signed by Manikandan Manikandan GopalakrishnanDN: cn=Manikandan Gopalakrishnan c=IN o=Personal Reason: Gopalakrishnan Location: Date: 2025-10-15 11:07+05:30 G Manikandan
Company Secretary and Compliance Officer
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COMPUTER AGE MANAGEMENT SERVICES LIMITED
Registered Office : New No. 10, Old No. 178, M.G.R. Salai, Nungambakkam, Chennai 600 034, Tamil Nadu, India; Tel : +91 44 2843 2770 Corporate Office : No.158, Rayala Towers, Tower - I, Anna Salai, Chennai 600 002, Tamil Nadu, India; Tel : +91 44 2843 2650
Website : www.camsonline.com; E-mail : [email protected] Corporate Identity Number : L65910TN1988PLC015757
NOTICE OF POSTAL BALLOT
Dear Shareholders,
NOTICE is hereby given, in accordance with Section 108 and 110 of the Companies Act, 2013 (the “Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) including any amendment(s) thereof, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), General Circulars, issued by the Ministry of Corporate Affairs, Government of India (“General Circulars”) for seeking approval of the Shareholders of Computer Age Management Services Limited (the “Company”) for the businesses set out hereunder through Postal Ballot by remote e-voting (“Postal Ballot/ e-Voting”).
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Approval for Sub-division of Equity Shares of the Company
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Amendment of the Memorandum of Association of the company
MCA in terms of its General Circulars, has advised the companies to take all decisions of urgent nature requiring shareholders’ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot/ e-Voting in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of Shareholders at a common venue.
In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions are restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Shareholders whose email address is registered with the Company/ Depository Participant (“DP”).
Explanatory Statement pursuant to Section 102 of the Act setting out all material facts relating to the proposed resolutions are annexed hereto for your consideration.
Scrutinizer for conducting the Postal Ballot.
Board of Directors, pursuant to Rule 22(5) of the Rules, have appointed M/s. B. Chandra and Associates, Practising Company Secretaries, as Scrutinizer for conducting the Postal Ballot/ e-Voting in accordance with the law and in a fair and transparent manner.
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E-voting
Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company has engaged MUFG Intime India Private Limited, Registrar and Transfer Agents of the Company (“MUFG Intime” or “RTA”), as the agency to provide e-Voting facility for its Shareholders.
Remote E-voting commences from 9.00 AM on 16[th] October 2025 and concludes at 05:00 PM on 15th November 2025. Shareholders desiring to exercise their votes are requested to carefully read the “Information and Instructions relating to e- Voting” provided in the Notes to this Notice.
Scrutinizer shall submit their Report, in writing, upon completion of scrutiny of e-Voting data provided by MUFG Intime, in a fair and transparent manner. Result on resolutions proposed to be passed through Postal Ballot/ e-Voting shall be announced by 17[th] November 2025 and shall be communicated to BSE Limited and The National Stock Exchange of India Limited (“Stock Exchanges”) where the equity shares of the Company are listed. Results of the Postal Ballot/ e-Voting shall also be displayed on the Company’s website at www.camsonline.com.
Key details regarding the Postal Ballot/ e-Voting
| Sr. No | Particulars | Details |
|---|---|---|
| 1. | Link for e-voting | https://instavote.linkintime.co.in |
| 2. | Cut-off date for eligibility for e- Voting |
10thOctober 2025 |
| 3. | Time period for e-voting | Starts at 16thOctober 2025 at 9:00 A.M. (IST) and ends on 15thNovember 2025 at 5:00 P.M. (IST) |
| 4. | Last date for publishing results of the e-Voting |
17thNovember 2025 |
| 5. | In case of any grievances or queries,contact |
[email protected] |
| 6. | Scrutinizer Detail | B Chandra & Associates Practicing Company Secretaries AG 3, Ragamalika, 26 Kumaran Colony Main Road, Vadapalani, Chennai - 600 026. |
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RESOLUTIONS FOR APPROVAL THROUGH POSTAL BALLOT
SPECIAL BUSINESS
ITEM NO. 1 APPROVAL FOR SUB-DIVISION OF EQUITY SHARES OF THE COMPANY
To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 61(1)(d) and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), including the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations") as amended from time to time, to the extent applicable (including any statutory modification(s), notifications, circulars issued thereunder or re-enactment(s) thereof, for the time being in force), and pursuant to Articles of Association of the Company and subject to approval of members and from the concerned statutory authorities, if required as may be required in this respect, the approval of the Members of the Company be and is hereby accorded for sub-division of equity shares of the Company and that the Authorised capital of the company presently consisting of 5,12,50,000 (Five crores Twelve Lakhs Fifty Thousand) equity shares of Rs.10/- each be divided into 25,62,50,000 (Twenty Five Crore Sixty Two Lakhs Fifty Thousand) Equity Shares of Rs.2/- each and be ranking pari-passu with each other in all respects with effect from such date as may be fixed for this purpose (“Record Date”) by the Board of Directors of the Company.
RESOLVED FURTHER THAT, pursuant to the sub-division / split of equity shares of the Company, the Authorised and Issued, Subscribed and Paid-up Equity Share Capital of face value of Rs.10/- (Rupees Ten Only) each, fully paid up, existing on record date shall stand sub-divided as follows:
| Pre Sub-division | Pre Sub-division | Post sub-division | Post sub-division | Post sub-division | ||
|---|---|---|---|---|---|---|
| Particulars | No.of Shares |
Face Value (in Rs.) |
Total Value (in Rs.) |
No. of Shares |
Face Value (in Rs.) |
Total Value (in Rs.) |
| Authorised | 5,12,50,000 | 10 | 51,25,00,000 | 25,62,50,000 | 2 | 51,25,00,000 |
| Subscribed | 4,95,30,127 | 10 | 49,53,01,270 | 24,76,50,635 | 2 | 49,53,01,270 |
| Paid-up | 4,95,30,127 | 10 | 49,53,01,270 | 24,76,50,635 | 2 | 49,53,01,270 |
“ RESOLVED FURTHER THAT pursuant to the sub-division of equity shares as aforesaid and with effect from the Record Date: a) the equity shares held in physical form, the existing share certificate(s) in relation to the existing equity shares of face value of Rs. 10/- (Rupees Ten Only) each, fully paid up, shall be deemed to have been cancelled and be of no effect and that the Board/Company’s Registrar and Share Transfer Agents (“RTA”), without requiring the Members to surrender their existing share
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certificate(s), shall issue new share certificate(s) or letter of confirmation(s) in lieu of existing share certificate(s) in compliance with the applicable laws/ guidelines in this regard; and b) the equity shares held in dematerialized form, the sub-divided equity shares shall be credited proportionately into the respective beneficiary demat account(s) of the Members held with their Depository Participant(s), in lieu of the existing credits present in their respective beneficiary demat account(s).
“ RESOLVED FURTHER THAT the Board /Nomination and Remuneration Committee be and is hereby authorised to make appropriate adjustments due to sub-division of shares, to the stock options granted under the Company's Employees’ Stock Option Scheme 2019 and 2024, pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Share Based Employee Benefits And Sweat Equity) Regulations, 2021, as amended from time to time, such that the exercise price for all outstanding stock options (vested but not exercised and unvested stock options), the number thereof and the number of stock options available for future grant(s) as on the Record Date shall be proportionately adjusted.
“RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, Mr. Anuj Kumar, Managing Director, Mr. Sesha Raman Ramcharan, Chief Financial Officer and Mr. Manikandan Gopalakrishnan, Company Secretary of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things as they may deem fit in their absolute discretion, including to fix and announce the Record Date, to make appropriate adjustments on account of sub-division of equity shares, to accept and make any alteration(s), modification(s) to terms and to give such directions as they may in their absolute discretion deem necessary, proper or desirable, to apply for requisite approvals, to settle any questions, doubts or difficulties that may arise with regard to the sub-division of the equity shares as aforesaid and to carry out/ execute all matters in connection therewith and incidental thereto in order to give full effect to this resolution including execution and filing of all the relevant documents with the Registrar of Companies, Stock Exchanges, Depositories and other appropriate authorities in due compliance of the applicable rules and regulations.
ITEM NO. 2 AMENDMENT OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY
To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and 64 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof), clause (V) of the Memorandum of Association of the Company be and is hereby amended by substituting with the following clause:
*V. The Share Capital of the Company shall be Rs. 51,25,00,000 (Rupees Fifty-One Crores TwentyFive Lakhs) divided into 25,62,50,000 (Twenty Five Crore Sixty Two Lakhs Fifty Thousand) Equity Shares of Rs. 2/- (Rupees Two) each with power to increase and/or reduce capital of the Company and to divide the shares of the original or any increased capital into several classes and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the regulations of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulation of the Company.
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RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (hereinafter referred to as “Board” which term shall include a Committee thereof authorized for the purpose) be and is hereby authorized to take all such steps and actions and give such directions as may be in its absolute discretion deemed necessary and to settle any question that may arise in this regard, without being required to seek any further consent or approval of the Members or otherwise and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.
“RESOLVED FURTHER THAT any Director or Mr. Sesha Raman Ramcharan, Chief Financial Officer or Mr. Manikandan Gopalakrishnan, Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, matters, things and sign and file all such papers, documents, forms and writings as may be necessary and incidental to the aforesaid resolution.”
By the Order of the Board Digitally signed by Manikandan Gopalakrishnan Manikandan DN: cn=Manikandan Gopalakrishnan c=IN o=Personal Reason: Location: Gopalakrishnan Date: 2025-10-15 11:06+05:30
Manikandan G Company Secretary & Compliance Officer Membership No: FCS4093
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Chennai, October 15 2025
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Notes:
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An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) read with the Rules, which sets out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Notice.
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In compliance with the MCA Circulars, the Company is sending this Notice to the Members in electronic form only by email to those Members whose names appear in the Register of Members / List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) and Registrar and Share Transfer Agent of the Company i.e. MUFG Intime India Private Limited (“RTA”) as on 10[th] October 2025 (“Cut-Off Date”). The communication of assent or dissent of the Members would take place through remote e-voting system only. Please note that there will be no dispatch of physical copies of the Notice or Postal Ballot Forms to the Members of the Company and no physical ballot forms will be accepted.
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Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on the Cut-Off date. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e- mail addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.
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Members are advised to register/update their e-mail address with their Depository Participants in case of shares held in electronic form and to the Company and/or its RTA in case of shares held in physical form.
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Members may also note that the Notice will also be available on the Company’s website www.camsonline.com and on the website of the stock exchanges i.e. the BSE Limited at www.bseindia.com and the National Stock Exchange of India Limited at www.nseindia.com and the e- voting website of MUFG Intime India Private Limited i.e. https://instavote.linkintime.co.in.
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Members seeking inspection of relevant documents referred to in this Notice and the Explanatory Statement under Section 102 of the Act may send an email to [email protected] from their registered e-mail addresses up to the last date of remote e-voting i.e. 15th November 2025 mentioning their name, Folio no. / Client ID and DP ID and the documents they wish to inspect.
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The Members shall exercise their right to vote on the matters included in this Notice electronic means i.e. through e-voting services provided by RTA. The remote e-voting period commences on 16th October 2025 at 9:00 A.M. (IST) and ends on 15th November 2025, at 5:00 P.M. (IST). The remote e-voting module shall be disabled for remote e-voting thereafter. During this period, the Members of the Company holding shares in physical or electronic form, as on the Cut-Off Date may cast their vote by electronic means in the manner and process as mentioned in this Notice. Once the vote is cast by the Member, the Member shall not be allowed to change it or cast the vote again.
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In case the Members have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and Instavote e-Voting manual available at https://instavote.linkintime.co.in.
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In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e-Voting facility.
Login method for Individual shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode with NSDL
METHOD 1 - NSDL IDeAS facility
Shareholders registered for IDeAS facility:
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a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
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b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.
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c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.
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d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for IDeAS facility:
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a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
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c) Enter the last 4 digits of your bank account / generate ‘OTP’
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d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).
METHOD 2 - NSDL e-voting website
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a) Visit URL: https://www.evoting.nsdl.com
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b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
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c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
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d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e- Voting services.
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e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
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METHOD 3 - NSDL OTP based login
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a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
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b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
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c) Enter the OTP received on your registered email ID/ mobile number and click on login.
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d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
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e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.
Individual Shareholders registered with CDSL Easi/ Easiest facility
METHOD 1 - CDSL Easi/ Easiest facility:
Shareholders registered for Easi/ Easiest facility:
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a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.
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b) Enter existing username, Password & click on “Login”.
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c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for Easi/ Easiest facility:
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a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
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b) Proceed with updating the required fields for registration.
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c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).
METHOD 2 - CDSL e-voting page
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a) Visit URL: https://www.cdslindia.com
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b) Go to e-voting tab.
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c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.
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d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
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e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
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Individual Shareholders holding securities in demat mode with Depository Participant
Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.
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a) Login to DP website
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b) After Successful login, user shall navigate through “e-voting” option.
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c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
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d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.
Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:
STEP 1: LOGIN / SIGNUP to InstaVote
Shareholders registered for INSTAVOTE facility:
a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under
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‘SHARE HOLDER’ tab.
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b) Enter details as under:
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User ID: Enter User ID
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Password: Enter existing Password
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Enter Image Verification (CAPTCHA) Code
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Click “Submit”.
- (Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)
Shareholders not registered for INSTAVOTE facility:
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a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
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User ID: Enter User ID
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PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
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DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)
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Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
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Shareholders holding shares in NSDL form , shall provide ‘point 4’ above
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Shareholders holding shares in physical form but have not recorded ‘point 3’ and ‘point 4’, shall provide their Folio number in ‘point 4’ above
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Set the password of your choice.
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(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
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Enter Image Verification (CAPTCHA) Code.
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Click “Submit” (You have now registered on InstaVote).
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Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).
STEP 2: Steps to cast vote for Resolutions through InstaVote
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A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.
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B. Select ‘View’ icon. E-voting page will appear.
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C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
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D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)
STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration
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A. Visit URL: https://instavote.linkintime.co.in
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B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
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C. Fill up your entity details and submit the form.
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D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
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E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)
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STEP 2 – Investor Mapping
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A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
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B. Click on “Investor Mapping” tab under the Menu Section
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C. Map the Investor with the following details:
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1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
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2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.
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3) ‘Investor PAN’ - Enter your 10-digit PAN.
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4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.
NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.
Further, Custodians and Mutual Funds shall also upload specimen signatures.
- D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.
STEP 3 – Steps to cast vote for Resolutions through InstaVote
The corporate shareholder can vote by two methods, during the remote e-voting period.
METHOD 1 - VOTES ENTRY
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a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials. b) Click on “Votes Entry” tab under the Menu section.
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c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.
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d) Enter “16-digit Demat Account No.”.
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e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
METHOD 2 - VOTES UPLOAD
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a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
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b) After successful login, you will see “Notification for e-voting”.
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c) Select “View” icon for “Company’s Name / Event number”.
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d) E-voting page will appear.
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e) Download sample vote file from “Download Sample Vote File” tab.
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f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
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g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
Helpdesk:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] contact on: Tel: 022 – 4918 6000.
Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending request at [email protected] or call at: 022-4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending request at [email protected] contact at toll free no. 1800 22 55 33 |
Forgot Password:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
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Click on “Login” under ‘SHARE HOLDER’ tab.
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Click “forgot password?”
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Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
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Click on “SUBMIT”.
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In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
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Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
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Click “forgot password?”
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Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
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Click on “SUBMIT”.
In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.
General Instructions - Shareholders
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❖ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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❖ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
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❖ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
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EXPLANATORY STATEMENT (PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)
Pursuant to Section 102 of the Companies Act, 2013 (Act), Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the applicable Secretarial Standards, the following explanatory statement sets out all the material facts relating to the businesses mentioned under Item No. 1 & 2 of this Postal ballot Notice
CAMS had listed its shares in October 2020 at INR 1,230 per share. Over the years, CAMS’ equity shares listed on BSE & NSE have delivered remarkable returns to its shareholders, over five years of trading.
CAMS’s stock reached its all-time high of ₹5,367.50 in December 2024, representing 336% gain from the listing price. Like many growth stocks, the Stock experienced a significant correction in 2025 and hit its 52-week low of ₹3,031 in March 2025. Currently, the stock is trading in in the range of INR 3,800-4,000 which is considered as a big-ticket size (in terms of absolute price) for equities traded in Indian markets.
The management has taken note of the repetitive intent from various shareholders and has studied the market sentiment in Indian equities, performance of peers and the approach adopted by other listed industry peers in capital markets to evaluate the proposal.
After the consideration, the Board of Directors of the Company (the “Board”) at its meeting held on 10[th] October 2025, subject to the approval of Members of the Company, approved and recommended the subdivision/split of equity shares of the Company such that 1 (One) fully paid-up Ordinary (equity) share of the face value of Rs. 10/- (Rupees Ten only) each is sub-divided into 5 (Five) fully paid-up Ordinary (equity) shares of the face value of Rs. 2/(Rupees Two only) each, fully paid-up, ranking pari passu with each other in all respects with effect from such date as may be fixed for this purpose by the Board (“Record Date”). Pursuant to the sub-division of equity shares of the Company, as mentioned above, the Authorized, Issued, Subscribed and Paid-up Equity Share of nominal value of Rs. 10/(Rupees Ten Only) each existing on the Record date, shall stand sub-divided into 5 (Five) Equity Shares of nominal value of Rs.2/-(Rupees Two Only) each fully paid up.
The sub-division of equity shares of the Company as aforesaid will require alteration to the existing Capital Clause i.e. Clause V of the Memorandum of Association of the Company, as mentioned in the resolution proposed at Item no 2 of this Notice. There will not be any change in the amount of authorised, issued, subscribed and paid-up share capital of the Company on account of sub-division/split of the equity shares.
Further, such sub-division/split shall not be construed as a reduction in share capital of the Company, in accordance with the applicable provisions of the Act. Accordingly, approval of the Members of the Company is hereby sought by way of ordinary resolutions as set out in Item No. 1 and 2 of the accompanying Notice.
The Board is of the opinion that the resolutions proposed at Item Nos. 1 and 2 of the accompanying Notice will be in the interest of the Company and its existing and potential
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investors and therefore the Board recommends the said resolutions for approval by the Members of the Company as Ordinary Resolutions. A copy of the Memorandum of Association of the Company, containing the proposed alterations, is available on the website of the Company at www.camsonline com and would also be available for inspection during business hours on any working day till 15th November 2025 (remote e-voting period).
None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested either financially or otherwise in the proposed Resolutions at Item Nos. 1 and 2 of the accompanying Notice except to the extent of their respective shareholding, if any.
By the Order of the Board Digitally signed by Manikandan Gopalakrishnan Manikandan DN: cn=Manikandan Gopalakrishnan c=IN o=Personal Reason: Gopalakrishnan Location: Date: 2025-10-15 11:06+05:30 Manikandan G Company Secretary & Compliance Officer Membership No: FCS4093
Chennai, October 15, 2025
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