Xchanging Solutions Limited — Delisting Announcement 2020

Aug 31, 2020

XSL/SE/2020-21/21 August 31, 2020

The Secretary Listing Department BSE Limited PJ Towers, Dalal Street, Mumbai - 400 001 Script Code: 532616 The Secretary Listing Department National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051 Script Code: XCHANGING

Sub: Intimation of the Postal Ballot Process initiated by Xchanging Solutions Limited ("the Company/XSL") for obtaining shareholders' approval

Dear Sir/Madam,

In continuation of our earlier announcement dated August 28, 2020, we would like to inform you that pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of Companies (Management and Administration) Rules, 2014 & Secretarial Standard – II issued by the Institute of Company Secretaries of India on General Meetings and in terms of the General Circular No.14/2020 dated 8th April 2020 and General Circular No.17/2020 dated 13th April 2020 read with General Circular No. 22/2020 dated 15th June 2020 issued by the Ministry of Corporate Affairs (the "MCA Circulars"), Xchanging Solutions Limited ("the Company") is initiating the Postal Ballot process by way of Remote e-Voting Facility, to obtain approval of the shareholders of the Company by way of Special Resolution on the following matter:

Approval for Voluntary Delisting of the Equity Shares of the Company from the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE")

In compliance with the requirements of the MCA Circulars, the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope will not be sent to the shareholders for this Postal Ballot and shareholders are required to communicate their assent or dissent through the Remote e-Voting system only.

The Company will commence dispatch of the Postal Ballot Notice by email on Friday, September 04, 2020 to all its shareholders whose names appear on the Register of Members/list of Beneficial Owners as received from the Depositories, National Securities Depository Limited ("NSDL") / Central Depository Services (India) Limited ("CDSL") on Friday, August 28, 2020 (hereinafter called as "Cut-off Date") and who have registered their email addresses with the company or depository / depository participants and the communication of assent / dissent of the members will only take place through the Remote e-Voting system. For this purpose, the Company has entered into an arrangement with KFin Technologies Private Limited ("KFintech") for facilitating Remote e-Voting to enable the shareholders to cast their votes electronically instead of physical mode.

Remote e-Voting will commence from Saturday, September 05, 2020 (9.00 A.M. IST) to Sunday, October 04, 2020 (5.00 P.M. IST) and Remote e-

Xchanging Solutions Limited, a DXC Technology Company

CIN: L72200KA2002PLC030072

Registered Office: Kalyani Tech Park - Survey no 1, 6 & 24, Kundanhalli Village, K R Puram Hobli, Bangalore – 560066, Karnataka, India T +91.(0) 80.43640000 www.dxc.technology

Voting shall not be allowed beyond the said date and time. The Postal Ballot Notice will also be placed on the website of the Company i.e. http://www.xchanging.com/investor-relations/xsl-content and also on the weblink of KFintech i.e. https://evoting.karvy.com.

Result of postal ballot through remote e-voting will be submitted on Monday, October 05, 2020 and will be posted on the Company's website at http://www.xchanging.com/investor-relations/xsl-content and on the weblink of Company's Registrar at https://evoting.karvy.com.

In case of shareholders have not yet registered their email addresses are requested to get their email addresses registered by following the registration procedure given below:

1. In light of the MCA Circulars, shareholders who have not registered their email address and in consequence could not receive the Remote e-Voting notice may temporarily get their email registered with the Company's Registrar and Share Transfer Agent, KFintech, by clicking the link: https://karisma.kfintech.com/emailreg and following the registration process as guided thereafter and mentioned herein below:

Electronic Folios:

• (a) Visit the link https://karisma.kfintech.com/emailreg.
• (b) Select the company name.
• (c) Shareholder to enter DPID-CLID / Folio No. and PAN No.
• (d) Shareholder to enter the email id and Mobile No.
• (e) System check the authenticity of the Client Id and PAN and send the different OTPs to Mobile and Email to Validate.
• (f) Shareholder to enter the OTPs received by SMS and Email to complete the validation process. (OTPs will be valid for 5 min. Only).
• (g) System confirms the email id for the limited purpose of serviced postal ballot notice.
• (h) System will send the notice & procedure for e-voting to the email given by shareholder.

Physical Folios:

• (a) Visit the link https://karisma.kfintech.com/emailreg.
• (b) Select company name.
• (c) Shareholder to enter physical Folio No and PAN No.
• (d) If PAN No is not available in the records, shareholder to enter one of the Certificate No.
• (e) Shareholder to enter the email id and Mobile No.
• (f) System check the authenticity of the Folio No. and PAN/Certificate No and send the different OTPs to Mobile and Email to Validate.
• (g) Shareholder to enter the OTPs received by SMS and Email to complete the validation process. (OTPs will be valid for 5 min. Only).
• (h) If PAN is not available, system will prompt to upload the duly signed scan copy of the PAN.
• (i) System confirm the registration of email id.
• (j) System will send the notice & procedure for e-voting to the "email" given by shareholder.

Post successful registration of the email, the shareholder would get soft copy of the notice and the procedure for e-voting along with the User ID and the

Password to enable e-voting for this Postal Ballot. In case of any queries, shareholder may write to einward.ris@kfintech.com.

• 1. It is clarified that for permanent registration of email address, the shareholders are however requested to register their email address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company's Registrar and Share Transfer Agent, KFintech, Selenium Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad, Telangana - 500 032 India, by following due procedure. The shareholders are therefore requested to get their email addresses registered accordingly for receiving all future communications including but not limited to Annual Reports etc. also.
• 1. In case of any query/grievances connected with the voting by Postal Ballot including e-voting can contact Mr. Anandan K, Manager - Registrar In Securities, KFintech, Selenium Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad, Telangana - 500 032 at +91 40 6716 2222, or at 1800 345 4001(Toll Free) or email at einward.ris@kfintech.com.

This is for your information and also for the information of the members and public at large.

Thanking You,

Yours Sincerely, For Xchanging Solutions Limited

Aruna Mohandoss Company Secretary & Compliance Officer Membership No. A24023

Address: Kalyani Tech Park - Survey N0 1, 6 & 24, Kundanhalli Village, K R Puram Hobli, Bangalore - 560066, Karnataka, India