EXPLEO SOLUTIONS LIMITED — AGM Information 2024

Aug 29, 2024

SEC/SE/060/24-25 Chennai, August 29, 2024

BSE Limited , Phiroze Jeejeebhoy Towers, P J Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 533121

National Stock Exchange of India Limited , Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Symbol: EXPLEOSOL

Sub: Submission of Proceedings of the 26[th] Annual General Meeting of Expleo Solutions Limited.

Dear Sir / Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the proceedings of the 26[th] Annual General Meeting of Expleo Solutions Limited, held on Thursday, August 29, 2024, at 11.00 a.m., IST, through Video Conference and Other Audio-Visual Means.

We request you to take the same on record and oblige.

Thanking you,

Yours faithfully,

For Expleo Solutions Limited

SESHADRI Digitally signed by SESHADRI SAMPATH SAMPATH KUMAR Date: 2024.08.29 KUMAR 17:55:36 +05'30'

S. Sampath Kumar Company Secretary and Compliance Officer Membership No. FCS 3838

Encl : As above.

Expleo Solutions Ltd.

6A, Sixth Floor, Prince InfoCity II, No. 283/3 & 283/4, Rajiv Gandhi Salai (OMR) Kandanchavadi, Chennai 600096 • India • T. +91 44 4392 3200

CIN: L64202TN1998PLC066604 • GST No: 33AABCT0976G1ZG

Proceedings of the 26[th] Annual General Meeting of Expleo Solutions Limited held on Thursday, August 29, 2024, through Video Conference (VC) / Other Audio-Visual Means (OAVM)

The Twenty Sixth Annual General Meeting of the Company was held on Thursday, August 29, 2024, at 11.00 a.m., IST, through Video Conference (VC) / Other Audio-Visual Means (OAVM).

Mr. Ralph Gillessen, Chairman of the Board of Directors, chaired the meeting. The Chairman called the meeting to order after confirming the requisite quorum for convening the valid Annual General Meeting under Section 103 of the Companies Act, 2013 was present.

Attendance:

Members present through VC : 48 holding 101226 shares Members present through proxies : NA Corporate members present : 2 Corporates represented by its authorised through VC representative holding 11026059 shares

The Chairman then welcomed the Shareholders of the Company to the 26[th] Annual General Meeting (26[th] AGM) and informed that the meeting is being held through VC / OAVM as per the provisions of Companies Act, 2013 and circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India.

The Chairman requested the Board of Directors, Chief Financial Officer and Company Secretary of the Company to introduce themselves to the Shareholders and they did the same. He informed that Mr. Rajesh Krishnamurthy, Non-Executive Director, could not attend the meeting due to personal reasons.

The Chairman acknowledged the attendance of the Statutory Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, M/s. Kalyaniwalla & Mistry, Chartered Accountants and Secretarial Auditors, M/s. M. Alagar & Associates, Company Secretaries in Practice.

The Chairman informed that the Company has taken all feasible efforts under the current circumstances to enable members to participate through video conference and cast their votes electronically. Members who have not cast their votes yet and who are participating in this meeting will have an opportunity to cast their votes during the meeting through the e-voting system. He thanked all the members, colleagues on the Board, Auditors and the Management Team for joining this meeting over video conference.

The Chairman informed the members that necessary statutory registers as required under Companies Act, 2013 are kept open for inspection electronically by the members.

The Chairman stated that the Notice of the 26[th] AGM was already circulated electronically to all the Members along with the Annual Report of the Company for the Financial Year - 2023-24. With the consent of the members present at the meeting, the Notice of 26[th] AGM dated August 1, 2024, was taken as read.

The Chairman further informed to the Members that the Auditor’s Report and its Annexure for the year ended March 31, 2024, does not contain any qualification, observation or comments on financial transaction or matters, which have any adverse effect on the functioning of the Company. Therefore, as per Section 145 of the Companies Act, 2013, the Auditor’s Report and its Annexures need not be read at the meeting.

The Chairman also informed that the Secretarial Audit Report issued by the Company Secretary in Practice, does not contain any qualification, observation or comments and therefore need not be read at the meeting.

The members were informed that in compliance with Regulation 44 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, and amendments thereto, the Company has provided opportunity for the members to do e-Voting. The Remote e-Voting portal was open from 9.00 a.m. IST, Monday, August 26, 2024, and ended on 5.00 p.m. IST, Wednesday, August 28, 2024, (both days inclusive).

Also, the Company has provided the facility for voting during the 26[th] AGM through electronic voting system for Members who have not cast their vote through remote e-voting.

It was further informed that the Company engaged the services of M/s. Central Depository Services (India) Limited (CDSL), to provide E-Voting platform to the members and Mr. V. Suresh, Senior Partner, (Membership No. FCS 2969 and CP No. 6032) and failing him Mr. Udaya Kumar K R, Partner (Membership No. F11533 and CP No. 21973) of V. Suresh Associates, Practising Company Secretaries (Address: First Floor, No. 28, Ganapathy Colony, III Street, Teynampet, Chennai – 600018) was appointed as the Scrutinizer to scrutinize the voting during 26[th] AGM and remote e-voting process in a fair and transparent manner.

The Chairman in his speech gave an overview on the performance of the Company for the financial year ended March 31, 2024.

The Chairman conducted the proceedings of the items set out in the Notice along with the object and implication of each resolution.

The Chairman invited the Members who registered themselves to speak at the 26[th] AGM, as stated in the Notice of AGM, for discussion. Several members addressed the meeting, provided suggestions and sought clarifications. The Chairman, Managing Director & CEO, Independent Directors and Chief Financial Officer clarified the queries raised by the members.

Thereafter, the Chairman informed that the electronic voting facility would remain open and available for the next 15 minutes enabling the eligible members to exercise their vote and thereafter the meeting will be deemed as concluded.

The Chairman announced that the results of the e-voting, along with Consolidated Scrutinizer’s Report would be placed on the Company’s website, website of M/s. Central Depository Services (India) Limited by August 31, 2024, and it shall also be submitted to the Stock Exchanges.

With that, the Chairman concluded the meeting with vote of thanks.

Kindly take the above on record and oblige.

Thanking you,

Yours faithfully, For Expleo Solutions Limited

SESHADRI Digitally signed by SESHADRI SAMPATH SAMPATH KUMAR Date: 2024.08.29 KUMAR 17:56:43 +05'30'

S. Sampath Kumar Company Secretary and Compliance Officer Membership No. FCS 3838