XSL/SE/2019-20/22 August 13, 2019 Listing Department

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

XSL/SE/2019-20/22 August 13, 2019

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 400 051

Script Code: XCHANGING

Sub: Results of the 18th Annual General Meeting (AGM) under Regulation

44(3) of SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015 and Scrutinizer's Report under Rule 20 of

Companies (Management and Administration) Rules, 2014

Dear Sir/ Madam

We are pleased to inform you that the 18th Annual General Meeting (AGM)

of XCHANGING SOLUTIONS LIMITED was held Tuesday, August 13,

2019 at Kalyani Tech Park - Survey No 1, 6 & 24, Kundanhalli Village, K R

Puram Hobli, Bangalore - 560066, Karnataka, India. The meeting commenced

at 10:00 a.m and concluded at 10:30 a.m.

We would like to inform you that all the business items/ resolutions as set out

in the Notice convening the 18th AGM of the Company, have been transacted

at the said AGM, as per the details given below:

Ordinary Business

Item no. 1 To receive, consider and adopt audited Financial

Statements (Standalone and Consolidated) of the

Company for the financial year ended March 31, 2019

and the Reports of the Board of Directors and Auditors

thereon.

Total votes cast 83,553,458

Votes in favour 83,553,306

Votes against 152

Invalid votes 0

Result The resolution was passed with requisite majority

Item no. 2 To appoint a director in place of Mrs. Gidugu Kalpana

Tatavarti, who retires by rotation and being eligible,

offers herself for re-appointment.



Votes against 152

Invalid votes 0


Item no.3 To consider and approve re-appointment of Mr. Henry

D’Souza as an Independent Director of the Company



Votes against 153

Invalid votes 0


Item no.4 To consider and approve appointment of Mr. Venkatesh

Venkatasubba Ramanandashastry Shastry (“Venkatesh

Shastry”) as an Independent Director of the Company.



Votes against 153

Invalid votes 0


Item no.5 To consider and approve appointment of Mrs.

Nonavinakeri Srinivasaiyengar Rama (“Rama NS”) as

an Independent Director of the Company.



Votes against 153

Invalid votes 0


The Scrutinizer submitted its report on voting (including remote e-voting)

today i.e. August 13, 2019, to the Company Secretary, authorised by

Chairman of the Company and the results of the AGM is now declared.

Further, pursuant to Regulation 44(3) of SEBI (Listing Obligation and

Disclosure Requirements) Regulations, 2015, please find enclosed herewith

voting results of the AGM along with consolidated report on remote e-voting

and voting at the AGM as submitted by Mr. Ankush Agarwal, Scrutinizer,

under Rule 20 of Companies (Management and Administration) Rules, 2014.

You are kindly requested to take the above information on record.

Thanking You,

Yours Sincerely,

For Xchanging Solutions Limited

Mayank Jain

Company Secretary

Membership No. A26620

Address: Kalyani Tech Park - Survey No 1, 6 & 24, Kundanhalli Village, K R Puram Hobli,

Bangalore - 560066, Karnataka, India

Dam uthe AGM/EGM

mal numlm 17f shareholders on mom dale

No.l7fshamholdevs esemimhemeexin eithevin vsononhmu

Pmmmevs and Pmmmev Gmu :

Public:

No.D'fShamholdevsanendelflhemeelln thu

Pmmmevs and Pmmmev Gmu :

Public:

Video Confemncln

XCHANGING SOLUTIONS LIMITED

1370572019

15075

2

35

Nut llcable

Nut llcable

ms lenea

k (‘A‘ w

y‘

“ugh.“s mum

For Xena-19‘"!SN"

Resalulmn No 1

ORD‘NARV - YD vecewe, mnslder and adopl audited Fmanual Slimmer“: S‘ifldi‘fln! and Cansalrdaled 0! (he Eumpzny (or :he finanna‘ yea! 80036 March 3 l, 2019 and me Ravens u' ‘he

Resuhman rtqmred (Ovdlnaw/ SPECIIU Buard ul Dwezmrs and Auditor; lhemon,

ththy pmmcler/ promote! gmup 2r:

Inlereskdin m2 aggndi/runlutmn? Nu

5f: nl Vote; Vu‘led ‘5 vivnta m 56 01 anES

ND. a! share: No. D! votes shims ML of Votes — m M: at Votes 7 pa‘lzd puHed

Cilegmy Made olVDtIng heldu) pa‘led (1D (3):[[2N(I)]' 100 favour“) zgzmsl (5) (SHUJIKZH‘WD (7]=[(5)/(2)I'100 Vows \nvahd Vmes Abnamed

£410ng 33,552,737 100.00D0 33,552,737 0 100.0000 0 0000 D 0

m.33,552,737

0 Wu 0 a mm mm o u

Poxta‘ Balm! (If

Promoxer and Pmmukr Group zpphtable) 0 G 0000 U 0 00000 00000 n 0

Total 53,552,787 10070000 83,552,707 0 100.0000 00000 D 0

E'meg 0 0 0000 0 0 0 0000 0 0000 0 0

Va“5,705,738

0 0 0000 D 0 0.0000 00000 0 D

Penal Baum (K5

Public lnmlulmns applizabm] 0 00000 0 0 0.0000 0 0000 0 0

‘

Tulal D 0 0 0 110000 0.0000 0 0if V '1

r Vohng (:42 a {my 430 152 75 9493 24 uses, ,

c 0.

Pa”12,145,191

39 0 0002 39 0 100 0000 0 0000 0 0

Fonz! Ballal M

Vubiuz- Non Inmufliuns awhcable) 0 0.0000 DDOUD 0 0

Toml 152 77.3472 22.6523 0

Hawkfifimwmmwr 1535mm; 4km”,,

‘

''

d

For Xchanging 501::anname

0 M‘ rV\

Wur‘afipanS cretary

Resolunon Nu,

Resalution requsred (Ordinary/ Spemu ORDVNARV , In in mm a divecmr m lace uva: Gidugu Kalpana Ya‘avani, who IEtIVES by vaxanan and hem; ellgxb‘e, offers herseN For verippmnlmenl

Whether pmmmr/ grammar group are

Inleresled 1n the agenda/resululiun? N0

56 afvma Pa‘led % :71 Votes m 56 al VOIES

on outsundmg lawman voles againslun wales

Na cl shares No 0' vale: sham: Na. ofvmzs . m No a! Vote: 7 Wm yelled

Czlegmy Made aovmmg new“ waned (2) m=u2vmr mo favour (A) agmnxl L5) (5):[(‘)/(2)]'1ao Wham/(Drum Vateslnvalid VatesAbslamed

Ervmmg 33,552,737 100.0000 31,551,737 0 100.0000 0.0000 0 0

Pa“33,551,737

0 0.0000 0 0 0 0000 0 0000 0 0

Poslal BaHfi (if

Prommev and Prommer Gmup apphcabizl 0 0.0000 0 0 00000 00000 0 0

Total 83,552,787 100mm 83,551,787 0 100.0000 0.0000 0 0

ErVulmg 0 00000 0 0 U 0000 D 0000 0 0

Po“5,705,,”

0 00000 0 0 00000 00000 0 0

mm Baum (I'

Publ‘b Insmmmns appllcable] 0 0 0000 n D a mm a 0000 0 fl

Tolil 0 D 0 D 00000 00000 0 0

54/an__

531 a 0029 430 152 759492 24,0506 0 0

22,145.19)39 noon: in u momma

7 "7

0.0000 0 c

Pub‘ir- Nun lnfliwfions ZPPhtsz 0 0,0000 0 0 0000 0 0000

Total 67] 00031 519 77.3472 22,6528

mugs; 1mm fawn: rifismwmm magmas “amass mcm;m ,

Far Xchangmfl5omuons Lwnned

CA ht a g /

Co panYs cremr‘!

Nesoluuon No 3

Remhmon required: {Ovdmary/ 50min 5mm . T0 consider and applave reVappmnlmenl oi Mr. Henry 0'50qu 3: an \ndzntndzm Dlvednr M the Com any

whezher prumnru/ pmmmr group an

"mama In the agendz/rfiolmion? No

as ofvoms Pmled as mvmes m 34. 0mm;

an ouulandmg mum an votes agamsl on mm

N0. 015mm N0 010mg shares N0. of Vans 7

M Na. nfvales » poHed polled

Category Made aivmmg new (1) pa‘led (2) r3)=[(z|/(1)r 100 favnur m mm (5) (s):uamzn'100 (7y=|(5)/(2)1~100 Vmes lnvahd vmes Abnained

Ewan; 03,552,707 100 0000 00,551,737 0 100.0000 0 0000 0 0

P0”83,552,737

0 0,0000 0 0 0.0000 0.0000 0 0

0mm BaHm m

Pmmolev and Prommer Group apphzab‘a) 0 0 0000 0 0 0.0000 0 0000 0 0

Tnul 03,552,707 100.0000 83,552,737 0 100.0000 0.0000 0 0

ErVolmg 0 0 0000 0 0 0.0000 0.0000 0 0

Pan5,705.73»:

0 0 0000 0 0 0.0000 0 0000 0 0

00301031an

0000010501000"; appllcable) 0 0 0000 0 0 0 0000 0 0000 0 0

10m 0 0 0 0 000000 0.0000 0 0

Ham; 032 00019 470 153 75.7911 20.2088 0 0

Po”22,145,191

39 70301 .7

397

07

1000000w.

0 0000 07 , 0,

0mm Baum (0

000m- N0" Insmlnmns apphtah‘el 0 0.0000 0 0 00000 0.0000

571 0.0031 513 153 71.1902 22.3013

1r- ‘-‘-", EL“ n25 5 '75" fi MW‘ "911403;?“ m’“) 493 11052,: ”VIEW *1 1'75?! SSJ‘DS fimififlfi‘tflfifififib‘

awhmoz

For Xchanging Solutiv\s

Limited

UK but MI‘AC0 panys creiary

Resu‘ulmn Na.

Rgsolunon requned (crumary/ Speclal] SPECIAL - To confide! and appmve appmmmem 0' Mr Venkfiesh Venkzlixuhhz Ramanandashasvy smmy "Vznkaxesh Shasxry as an 1ndrpandent Dirmo: ahhe campany,Whether pmrvmter/ promoter group are

Inleltfied In 0m aunda/ramluuon? Na

% a! VOIEX PoHed ”A a! Vmex m as cl Vales

an uulsnndmg Vavnman vows againsmn vmes

No. oi shares Nu. (If Vales SHZYES No. nf VOlES ~ m No. 0' Vote: 7 pa‘led polledCalegnw Mndz 0! Voting held (1) pulled (Z) (3

*

Zl/[ln‘ 100 lavour (4) against (S) (EHI‘WZDI‘IOO (7):[(5V(2)]'100 Vales \nvahd Vela Abslamgd

Eran‘mg 83,551,737 100.0000 83,552,787 0 100 0000 a 0000 0 n

Pnl‘. 33,551‘7’37

0 0,0000 0 0 0.0000 00000 0 0

Push! Bal‘nl hf

Pmmulev and Prommev Group apphunle) n amen o a 0.0000 a mm) o o

Ymal 83,552,787 100.0000 53,552,787 0 100.0000 0,0000 0 0

E-Vokmg U 0 0000 n 0 0 0000 0 0000 (l 0

Po“5/05,!”

a 00000 El 0 00000 00000 n 0

Posul Ral‘oK hf

Publm lnsmukians applvcible) a 0.0000 El 0 0,0000 0.0000 0 0

Tom 0 0 0 D 0.0000 0.0000 0 01

new; 532_

0.0019 ‘79 153 75,791:A

u 2033 o a

mmmm”

59 a mo} 19 a me 0000 0 com o u

Poxtal Baum m

Puhhr Nan Insmununs zpphtable] u H mm 0 a 0.0000 a man 0 0

Tonl 671 0.0031 153 77.1982 12.8013 0 0'

6‘. m4 v mafia» kmmsam :- rasmbs "‘«rxznsa ,‘w =

masses .; x .5 2mm: 1‘“? mo ttfefi‘ézafia

For Xchang

6We 9;.

mg Solunons Um‘ led

Mlb'memry

Rasmukian Na 5

Nesn‘uuon required: [Ordinaly/ Specla‘) SPEOALr To (onsvder and apvwvr appmnlmem of MI: Nonavmaken Srimvasalyengar Rama ”Rama NS as an Indtpenden! Dlrtcmr a! (he Comuany.Whether pmmnler/ prommer gmup are

imaged in (h: agenda/resulminn? N0

56 a! Votes Pa‘led 5G anoks In '36 0' szs

an mflflanding Favuur an vmes against an wasNo. of shares Na. 0' Va|es shaves ND. alvolrs 7

m Na 0' Vows r

pullld pulled(2:183us Made cl Valmg he‘d (l) polled (2) (Skull/(DP 100 lawn" (A) agamxl (S) (6)=[(4)/(2]|‘100 (7):[(5]/(1D]‘XOD Vow; Invalid Vales Abslamefl

E>Vanng 33,551,737 100 0000 83, 552,757 0 1000000 00000 D OPal‘

33,551.7370 0 GOOD 0 0 0,0000 0,0000 0 fl

Puskal Baum HPramulev and Premmer Gruup apphuble) 0 0 0000 D 0 {10000 0.0000 0 0

Tml 53,552,787 100.0000 $3,552,787 0 100.0000 00000 0 DE'meg 0 UDODO 0 D fl 0000 KIWI) 0 0Po”

5,705,7330 0,0000 0 o a 0000 o 0000 u gPage} Bailul (N

Pubhcv \nxkitmmnx inplmab‘z} 0 0.00% O a 0 0000 O 0000 0 0Tom D D 0 0 0.0000 0.0000 0 DEvans 631 0 0029 479 153 75 791] 24,2038 0 Um

,7

12,145,19139 Oman:

7 , 7

m 2 1000000 umuu_,

o uPuslal Ba‘lo! N

Publicr Non lnsflmllons applxzable) D 0 0000 0 0 0.0000 0 0000 DTotal 671 0.003] 513 153 77.1982 123013 0man»;N); 556 x-a: man 5' .

'

:r 3111mm fi‘masgsssmsa Isl-«Wm ,-: .33 953,505 ' 2’: gr 7153 , «R News'

”A 'o‘uoaz’ \‘ ' ‘

o

For Xmawgmg Smulions Limited

W 0M MyCu pany S crelary

Company Secretaries

'1'91 -99901 88243lg cs.ankushagarwa|@gmail.com

+91 -120-41 32722 [email protected]

usAnkush Agarwal & Associates

To, Date: 13m August 2019

The Chairman.

Xchanging Solutions Limited

SIR I»Park, Plot NO. 13, 14, 15,EPIP Industrial Area,

Phase I, Whitefield, Bangalore 560 066

Sub: Result Of remote e-vutin ull w.r.t. 18‘h Annual General Mee ":1 'AGM' held

on August 13 2019

Dear Sir,

The synopsis Ofthe pull taken on the resolutions at18m Annual General Meeting (“AGM”) of

the Equity Shareholders of Xchanging Solutions Limited ("XSL" / "The Company") held on

Tuesday, August 13, 2019 at 1000 AM at Kalyani Tech Park . Survey No 1, 6 & 24,

Kundanhalli Village, K R Puram HOblI, Bangalore - 560066, is as under:

SP NO PARTICULARS DETAILS

A DATE OF AGM 13-08-2019

B BOOK CLOSURE DATE 07-08-2019 to 13-08-2019

(BOTH DAYS INCLUSIVE)C TOTAL NUMBER OF SHAREHOLDERS 15075

ON RECORD DATE (LE AUGUST 06,

2019 - CUTOPP DATE FOR VOTING

PURPOSE)D N0.0F SHAREHOLDERS PRESENTIN 37

THE MEETING EITHER IN PERSON

OR THROUGH PROXY

SHAREHOLDERS PRESENT PRESENT TOTAL SHARES % TO

IN THROUGH CAPITAL

PERSON PROXY

PROMOTER AND 2 0 2 25550000 2283460

PROMOTER

GROUP[S]PUBLIC 35 0 35 60 000005

TOTAL 37 0 37 25550060 22.93465

13 NO, OF SHAREHOLDERS ATTENDED THE MEETING THROUGH VIDEO

CONFERENCING: NO VIDEO CONFERENCING FACILITY WAS MADE AVAILABLE

Further,

Res: Flat No. 358, Wisieria Tower, Gaur Saundaryum, Sec- Techzone 11/, Greater Noida (West), Guutam Budh Nagar, HIE-201306Ofiise Delhi : A-I 15, 302, (in! flat), Vakil Chamber, Shukarpur, Delhi-110092, Nelda 409, Ocean Plaza, F—5, Seder 18, Noida — 201301

Company Secretaries

+91 -99901 83243

E cs.ankushagarwa|@gmuil.com+91 -1 20-41 32 722 [email protected]

asAnkush Agarwal & Associates

5. NO PARTICULARS DETAILS

A DATE OF AGM 13-08-2019

B REMOTE E-VOTING PERIOD 10-08-2019 (09.00 AM. ONWARDS)

to

12-08-2019 (UPTO osioo PM)

(BOTH DAYS INCLUSIVE)

C TOTAL NUMBER OF SHAREHOLDERS ON 15075

RECORD DATE (LE. AUGUST 06, 2019 - CUT-

OFF DATE FOR VOTING PURPOSE]SHAREHOLDERS VOTED VOTED % To CAPITAL

(NO. or PERSONS (NO. OF SHARES

OFTED FOR E- REPRESENTED]

VOTING]PROMOTER AND 3 83552787 75

PROMOTER GROUP[S)PUBLIC 8 532 0.0005

TOTAL 11 33553419 7510006

The voting details in the format prescribed under Regulation 4-4 of the SEBI (LiSting

Obligations and Disclosure Requirements) Regulations, 2015 along with my report thereon

are annexed herewith for your kind consideration and record.

Thanking you,

Yours Sincerely

AgAnkushKS/fl

‘

v e C’.

REL e l

uluticnsvklm‘ledm ytchangmg

5

t M,w

Scrutinizer

\’\ I v in rawCompany Secretary in Practice \ (1'0 pany

ee

Membership NO.: F9719

)z},

COPN .: 0a 14486

Du’lfl, i3)g?)~l

Date: August 13, 2019

Place: Bangalore

Enclosure(s):

1. Consolidated Result ochmote E-Voting and Voting by Poll as perAJLnEXHILl: and

2‘ Report ofScrutinizer asW

'Re : Flu! No. 358, \Msieriu Tower, Gaur Suundaryam, Sec» Techzone IV, Greater Noida (Wesi), Gauiam Budh Nagar, U.1?-201306Office Delhi : A-115, 302, 3rd {100, Vokil Chamber, Shaknrpur, Delhi-110091, Nolda 409, Ocean Flam, P—5, Sector 18, Noida ~ 201301

Company Secretaries

+91 -9990l 88243g cs.ankushagarwa|@gmail.com

+91 -120-4l32722

I]sAnkush Agarwal & Associates

[email protected]

\Anexwm, L\_

To, Date: 13m August 2019

The Chairman,


SIR I-Park, Plot No. 13, 14, 15,

EPIP Industrial Area,

Phase I, Whitefield, Bangalore 560 066

Dear Sir,

B ' I ED L E TE E-V TING AND VOTING BY POLL -

EIGHTEENTH ANNUAL GENERAL MEETING OF XCHANGING SOLUTIONS LIMITED (THE

COMPANY) HELD ON 13TH AUGUST, 2019 ON TUESDAY AT 10.00 AM. AT KALYANI TECH

PARK - SURVEY N0 1, 6 & Z4, KUNDANHALLI VILLAGE. K R PURAM HOBLI, BANGALORE -

560066

I, Ankush Agarwal, Practicing Company Secretary, proprietor of Ankush Agarwal & Associates, has

been appointed as Scrutinizer for the purpose of voting by electronic means and voting by poll to be

carried out by the Company pursuant to Section 108 of the Companies Act, 2013 ("the Act") read

with the Companies [Management and Administration] Rules, 2014 ("Rules") and in accordance

with the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, in respect of

resolutions mentioned below in the report, at Annual General Meeting of the Company ["AGM")held on August 13, 2019.

The management of the Company is responsible to ensure the compliances of the Companies Act,2013 and Rules thereof on the resolutions contained in the Notice of18‘hAGM. My responsibilitiesas scrutinizer is restricted to make a sci'utinizer’s report of the votes cast ’For' or ’Against’ the

resolutions stated in the Notice.

Report on scrutiny:

1. The Company has entered into an arrangement with Karvy Fintech Private Limited ("Service

Provider") for providing facilities for voting through electronic means to all the members who

were eligible to take part in the remote e»voting process.

2. The cut-off date for the purposes ofidentifying the shareholders who will be entitled to Vote on

the resolution placed for approval ofthe shareholders was August 06. 2019.

3. In accordance with the Notice of the 18mAGM sent to the shareholders and the advertisement

published pursuant to Rule 20(4)[V} of the Companies (Management and Administration]Rules, 2014, as amended, the remote e-voting was opened at 09:00 AM. on August 10, 2019

and closed at 05:00 PM. on August 12, 2019.

4. The Equity Shareholders holding shares as on Tuesday, August 06, 2019, "Cut-off Date”, were

entitled to vote on the resolutions stated in the Notice ofthe 18mAGM ofthe Company.

5. At the end of remote e-voting period on Monday, August 12, 2019, at 5:00 PM, voting n.1

.,

service provider was blocked iorththh. Vs

Res: Flu! No. 358, Msieriu Tower, Guur Soundaryam, Sec— Techzone IV, Greuier Noidu (Wesi), Gamum Budh Nugur, U.P.-ZOI306Office Delhi : A-I 15, 302, 3rd Hon, Vakil Chamber, Shukurpur, Delhi-110092, Noida 409, Ocean Plaza, F—5, Sector 18, Noidu — 201301

Company Secretaries

+91 99901 88243g cs.ankushugarwal@gmai|.com

+9l-120-4132722


[email protected]

6i After declaration ofvoting by use of ballot by the Chairman at the AGM, one ballot box kept for

polling were locked in my presence with due identification marks placed by me.

7. The Ballot Box subsequently on close of the voting hours, was opened in my presence and two

witnesses, ,Mr. Chandrashekhar F., 5/0. Shri G, Pullaiah, R/o. 45C, lst Cross Gokul Building,

Near Venugopalaswamy Temple, Devasandra, Bangalore, Karnataka — 560 036 and Mr, Sankar

V., S/o. Shri Venketesan, R/o. No. 346, Kovil Street, Kothur Post Machampattu, Vellore,Tamilnadu — 635 808, who are not the employees of the Company, and ballot received were

serially numbered, sorted, signatures verified and were scrutinized and initialed by the

Scrutinizer. The ballots were reconciled with the records maintained by the Company /Registrar and Transfer Agent ["RTA") ofthe Company and the authorizations / proxies lodgedwith the Company. The voters were also scrutinized for the purpose of eliminating duplicatingvoting i.e. on remote ervoting as well as by use of ballot, As per the information given by the

Company the names of the shareholders who had voted on e-voting facility through service

provider had been blocked and ballots duly numbered serially were issued only to those

members who were present at the Annual General Meeting and who had not voted on remote

e—voting.

8. There were 37 (Thirty Seven) members present at the AGM either in person or through proxy

holding 2,55,50,06!) Equity Shares of the Company (i.e. approx, 22.935% of total Issued and

Paid Capital ofthe Company).

9. On Tuesday, August 13, 2019, after counting vote cast at the meeting, the votes cast throughremote e-voting process were unblocked at around 11.30 AM. in the presence of, Mr.

Chandrashekhar P,, 5/0. Shri G. Pullaiah, R/o. 45C, lst Cross Gokul Building, Near

Venugopalaswamy Temple, Devasandra, Bangalore, Karnataka — 560 036 and Mr. Sankar V,,

S/o. Shri Venketesan, R/o. No. 346, Kovil Street, Kothur Post Machampattu, Vellore, Tamilnadu, 635 808, who acted as witnesses.

10, There were Nil poll papers, which were incomplete and/or which were otherwise found

defective.

CONSOLIDATED REPORT ON RESULT OF VOTING THROUGH ELECTRONIC MEANS AND

VOTING BY POLL IS AS UNDER:

ITEM NO. 1: AS AN ORDINARY BUSINESS

TO RECEIVE CONSIDER AND ADOPT AUDITED FINANCIAL STATEMENTS [STANDALONE AND

CONSOLID ED OF THE PANY FOR E FINANCIAL AR ENDED 31 ARCH 2019 A D

TH EPORTS T E BOARD DIRECTOR ND AUDITOR THEREON. DINARY

RESOLUTIONl

(i) Voted in favour of the resolution:

Mode of voting Number of Members voted Number ofVotes % oftotal

(in person or by proxy] Cast by Members number ofvalid

votes cast\

Res: Flat No. 358, Msieria Tower, Gaur Saundaryam, Sec- Techzane IV, Grealer Naida (West), Gumam Budh agar, U.P.-201306Office Delhi : A-l 15, 302, 3rd floo, Vakil Chamber, Shaknrpur, Delhi-110092, Naidu 409, Ocean Plaza, P—5, Sector 15, Noida — 201301

+91 -99901 88243

+91-120-4132722

Ankush Agarwal & AssociatesCompany Secretaries

El cs.ankushagorwol@gmai|[email protected]

Through voting by poll 32 39 100

Through remote e-voting 9 83553267 99.99982

Total 41 83553306 99.99982

(ii) Voted against the resolution:

Mode ofvoting Number of Members voted Number ofVotes % oftotal

(in person or by proxy) Cast by Members number ofvalid

votes Cast

Through voting by poll 0 0 NA

Through remote e-voting 2 152 000018

Total 2 152 0.00018

[iii] Votes invalid:

Mode ofvoting Number of Members (in person Total number ofvotes cast byor by proxy]whose votes were them

declared invalid

Through voting by poll 0 NA

Through remote e-voting 0 NA

Total 0 NA

ITEM NO. 2: AS AN [28 llNARY BUSINESS

T0 0N R AND APPROVE APPOINTM S GlDUGU KALPANA TATAVARTI WH

RETIRE ROTATION AND BEIN E B E OFFERS HERSELF FOR RE-APP ENT

10RDINAEX BUSINESSI

(i) Voted in favour ofthe resolution:

Mode ofvoting Number otMembers voted Number ofVotes % oftotal 1(in person or by proxy] Cast by Members number ofvalid

,

votes cast



Total 74-1 83553306 99.99982


Mode ofvoting Number of Members voted Number ofVotes % oftotal

(in person or by proxy) Cast by Members number ofvalid

votes cast


Through remote e-voting 2,va

152 000018

Total 2 /e° 4.) 152 0.00018

: eE ”summon 5..

1195.: Flat Not 358, Wisteria Tower, Gour Saundaryam, Set- Techzone WinOfllce Delhi :A—115, 302, 3rd 000, Vokil Chamber, Shaknrpur, Delhi-

r Noidu (Wesl), Gautum Budh Nagor, HIE-201306

110092, Noidu 409, Ocean Plaza, P-5, Seclor 1B, Noido — 201301

Company Secretaries

+91 -99901 88243E cs.ankushogarwa|@gmai|.com

+9l-120-4132722 [email protected]

[isAnkush Agarwal & Associates


Mode ofvoting Number ofMembers [in person Total number ofvotes cast byor by proxijhose votes were them

declared invalid

Through voting by poll,

0 NA

Through remote e'votmg 0 NA

Total 0 NA

IIEM HQ 3' AS A SPE! IA! filifilmfigfi

TO CONSIDER AND APPROVE RE'APPOINTMENT OF MR. HENRY D'SOUZA AS AN

INDEPENDENT DIRECTOR OF THE COMPANY [SPECIAL RESOLUTION

[0 Voted in favour of the resolution:

Mode ofvoting Number of Members voted Number of Votes % oftotal

(in person orby proxy) Cast by Members number ofvalid

votes cast

Through voting by poll_

32 39 100


Total 40 83553305 99.99982

[ii] Voted against the resolution:

Mode ofvoting Number oi Members voted Number ofVotes % oftotal

[in person or by proxy) Cast by Members number ofvalid

votes cast



Total 3 153 0.00018

(iii) Votes invalid:

Mode of voting Number of Members (in person Total number of votes cast byor by proxy)whose votes were them

declared invalid


Through remote e-voting,

0 NA

Total 0 NA

ITEM NO. 4: AS A SPE IA BUSINESS

TO CONSIDER AND APPROVE APPOINTMENT OF MR. VENKATESH VENKATASUBBA

RAMA SHASTRY SHASTRY “VENKA S SHASTRY" AS AN INDEPENDENT DIRE T

12F TflE COMPANY SPECIAL RESOLUTION

Ines; Fla! No. 358, Wisierio Tower, Gaur Saundoryam, Sec- 1. .m Noida (Wm), Guuiam Buh Nagar, U.E-201306Mine Delhl :A-115, 302, 3rd floo, Vokil Chamber, Shakarpur, Delh

I

, oidu 409, Ocean Plaza, P-5, Sector 18, Noida - 201301

Company Secretaries

+91 49990188243E cs.ankushagorwa|@gmai|.com

+91 -120-4132722 [email protected]


[1) Voted in favour ofthe resolution:

Mode ofvoting Number of Members voted Number of Votes % oftotal

{in person or by proxy) Cast by Members number ofvalid

votes cast

Through voting by poll_

32 39 100


Total 40 83553305 9999982


Mode ofvoting Number of Members Voted Number ofVotes % of total

[in person or by proxy) Cast by Members number ofvalicl

votes cast



Total,

3 153 000018

[ill] Votes invalid:

Mode ofvoting Number ofMembers (in person Total number ofvotes cast byor by proxy]whose votes were them

declared invalid



Total 0 NA

ITEM N0. 5: ASA SPECIAL BUSINESS

T ONSIDER AND PPROVE APP NTMENT 0F MR . NONAVINAKERI INIVASAIYENGA

RAM"

MA NS" N INDEPEND NT DIRECTOR F E COMPANY PECIAL

RESOLUTIQN

{1] Voted in favour of the resolution:

Mode ofvoting l Number of Members voted Number of Votes “/0 oftotal

[in person or by proxy) Cast by Members number ofvalid

votes cast



Total 40 83553305 99.99982

Ill"; oi N04 358, Wisieria Tower, Gaur Saundaryum, Sec- Techxone IV, Greaier Noidu [West], Gouium Budh Nogur, U.P.-20'|306Office Dell" : A415, 302, 3rd floo, Vakil Chamber, Shakarpur, Delhi-110092, Noldu 409, Ocean Plum, P-S, Seder l3, Noida ~ 201301

+91-

+91-120—4132722

Ankush Agarwal & AssociatesCompany Secretaries

9990188243'

[E


cs.ankushogarwo|@gmai|.comankush@forecoreprofessionalscam

1 Mode ofvoting Number of Members voted Number ofVotes %oftotall (in person or by proxy) Cast by Members number ofvalid

_

Votes cast

Through voting by poll,

0 0 NA


TotalV

3 153 0.00018


Mode ofvoting Number ofMembers (in person or Total number ofvotes cast by

by proxy)whose votes were them

declared invalid



Total 0 NA

11. Based on the above voting, all resolutions carried on with requisite majority, accordingly I

request the Chairman ofthe 18'“AGM to announce the results ofthe meeting.

12. All relevant records of voting will remain in my custody until the Chairman considers,

approves and signs the minutes of the 18‘h AGM and the same shall be handed over thereafter

to the Chairman/Company Secretary for safe keeping.

Thanking you,

Yours Sincerely,

(WW,Wi

Ankush AgarwalScrutinizer

Company Secretary in Practice

Membership No.: F9719

COP Nn.: 14-486

Date: August 13, 2019

Place: Bangalore

1195.: Flat No, 358, Wisteria Tower, Gaur Saundaryam, Sec-

Ofllce Delhl :A-115,302,3rdfloo, Vakil Chamber, Shakarpur,

Racy} W3 (IFor Xchanging Solutions Limited

§,\ 0‘6 mp'anlqyfieghit‘afiyM; -13 M/MW

Teehzane IV, Greater Noida [West], Gamam Budh Nagar, HIE-201306

Delhi-110092, Nelda 409, Ocean Plum, P—5, Seder 18, Noida — 201301

Company Secretaries

+91 -99901 83243

E cs.ankushogurwo|@gmail.com+91 -1 20-41 32 722 ankush@forecoreprofessiono|s.com


AMVWLMLZ _

FORM NO. MGT-13

Report of Scrutinizer(s)

[Pursuant to Rule 21 ofSection 109 ofthe Companies Act, 2013 and Rule 21(2) of the Companies

(Management and Administration) Rules 20 14-]

To, Date: 130v August 2019

The Chairman,


SIR I-Park, Plot No. 13, 14, 15,

EPIP industrial Area,

Phase 1, Whitefield, Bangalore 560 066

Dear Sir,

Subject: Scrutinizers' Report on the poll conducted at 18"! Annual General Meeting of

the Equity Shareholders of Xchanging Solutions Limited held on Tuesday,

August 13, 2019 at 10.00 AM at Kaiyani Tech Park - Survey No 1, 6 8; 24,

Kundanhalli Village, K R Puram Hobli, Bangalore - 560066

I, Ankush Agarwal, Practicing Company Secretary, proprietor of Ankush Agarwal & Associates,

appointed as Scrutinizer for the purpose of the poll taken on the below mentioned resolutions at

18m Annual General Meeting ("AGM") of the Equity Shareholders of Xchanging Solutions Limited

held on Tuesday, August 13, 2019 at 10.00 AM, at Kalyani Tech Park - Survey No 1, 6 & 24,

Kundanhalli Village, K R Puram Hobli, Bangalore - 560066, submit my report as under:

1. After the time fixed for closing ofthe poll by the chairman, one ballot box kept for polling were

locked in my presence with due identification and mark placed by me and key to which was

handed over to me.

2. The locked ballot box was subsequently opened in my presence and two witnesses, Mr.

Chandrashekhar P., 5/0. Shri G. Pullaiah, R/o. 45C, lst Cross Gokul Building, Near

Venugopalaswamy Temple, Devasandra, Bangalore, Karnataka — 560 036 and Mr, Sankar V., 5/01Shri Venketesan, R/o, No. 346, Kovii Street, Kothur Post Machampattu, Vellore, Tamilnadu — 635

808, who are not the employees of the Company, and poll papers were diligently scrutinized. The

poll papers were reconciled with the records maintained by the Registrar and Transfer Agentsand the authorizations/ proxies lodged with the Company

3, There was Nil invalid poll paper for the resolutions mentioned herein below.

4-, The total number ofMembers present in the AGM was 37 (Thirty Seven).

5. The result ofpoll is as under:

Res: Flai No. 358 Msieria Tower Gnur Suundaryam Sec- Techzone lV Greuier Noidu (West) Ga. .

I .

_

, ,, uiam Budh Nagar, UiE-201306

Ofllcc Delhi : [H 15, 302, 3rd (loo, Vokrl Chamber, Shakarpur, Delhi-110092, Noldu 409, Ocean Plaza, P—5, Sector 18, Noida — 201301

Compony Secretaries

+9l-9990188243E cs.onkushogorwol@gmoi|.com

+91 -1 20-41 32 722 [email protected]


Item No 1- As an Ordinag Business

To receive. consider and adopt audited Financial Statements (Standalone and Consolidated)

of the Company for the financial year ended 31 March 2019 and the Reports of the Board of

Directors and Auditors thereon. [Ordinary Resolution)

(i) Voted in favour of the resolution:

Number of members present and Number of votes cast by % of total number of

voting [in person or by proxy) 1 them valid votes cast

32l

39 100


Number of members present and,

Number ofvotes cast by % of total number of

voting [in person or by proxy) them valid votes cast

0 0 NAJ

l

(iii) Invalid votes:

Total number of members whose votes Total number ofvotes cast by them

were declared invalid

0 NA

Item No. 2: As an Ordinary Resglmjgp

To consider and approve appointment of Mrs. Gidugu Kalpana Tatavarti, who retires byrotation and being eligible, offers herself for re-appointment (Ordinary Business)

(i) Voted in favour ofthe resolution:

Number of members present and l Number ofvotes cast by % of total number of

voting {in person or by proxy)A

them valid votes cast

32 39 100

[ii] Voted against the resolution:

Number of members present and Number of Votes cast by % of total number of

voting (in person or by proxy) ,them valid votes cast

0 l 0 NA

[iii] Invalid votes:

Total number of members whose votes Total number ofvotes cast by them “fa,were declared invalid "a

,0

0 NA : ,’

Rem: Flat No. 358, Wisteria Tower, Guur Suundaryam, Sac- Techzone lV, Greater Noida (West), Gautam Budh Nagor, UtE-201306Office Delhi : A-l 15, 302, 3rd floo, Vakil Chamber, Shokarpur, Delhi-l 10092, Noidu 409, Ocean Plaza, P-5, Seder 18, Noidu — 2013M

Item No. :As a S ecial Business

+91 -9990188243

+91-120-4132722 E

Ankush Agarwal & AssociatesCompany Secrelaries

cs.ankushagarwal@gmui|[email protected]

To consider and approve re-appointment of Mr. Henry D'Souza as an Independent Director

ofthe Company (Special Resolution)

(1) Voted in favour ofthe resolution:

Number of members present and

voting (in person or by proxy)

Number of votes cast bythem

% of total number of

valid votes cast

32 39 100


Number of members present and1

voting (in person or by proxy) 1



valid votes cast

o I 0 NA


were declared invalid

Total number of members whose votes Total number ofvotes cast by them ‘i

I O NA

Item No.4: As a Special Business

To consider and approve appointment of Mr. Venkatesh Venkatasubba RamanandashastryShastry ("Venkatesh Shastry") as an Independent Director of the Company [SpecialResolution)

(1] Voted in favour ofthe resolution:

Number of members present and‘

voting (in person or by proxy)



valid votes castI32J 39 100


Number of members present and

voting (in person or by proxy] 1

Number ofvotes cast bythem


valid votes cast

O I 0 NA


Total number of members whose votes Total number ofvotes cast by them ,9” "1,were declared invalid $r

0 NA 1‘ [ mana

/

Res: Flal Nos 358, Wisleriu Tower, Gaur Soundoryum, Sec- Techzons IV, Grealer Noido (West), Gaulam Budh Nu, HIE-201306Office Delhl : A-l 15, 302, 3rd floo, Vckil Chamber, Shaknrpur, Delhi-110092, Noida 409, Ocean Plum, P-5, Seder 18, Noida — 201301

Company Secretaries+9l-9990188243 cs.ankushagarwal@gmai|.com+91 -1 20-41 32722

‘

ankush@forecoreprcfessiona|s.com

usAnkush Agarwal & Associates

Item No.' ial Business

To consider and approve appointment of Mrs. Nonavinakeri Srinivasaiyengar Rama ("Rama

NS") as an Independent Director of the Company [Special Resolution)

[i] Voted in favour of the resolution:

Number of members present and l Number of votes cast by % of total number of

voting (in person or by proxy] 1 them valid votes cast

32 l 39 100


Number of members present and 1 Number of votes cast by ”/u of total number of

voting [in person or by proxy) them valid votes cast

0 0 NA


Total number of members whose votes were Total number ofvotes cast by them

declared invalid

0 NA

6. All relevant records of voting will remain in my custody until the Chairman considers. approves

and Signs the minutes of the 18m AGM and the same shall be handed over thereafter to the

Chairman/Company Secretary for safe keeping.

Thanking you,

Your's Sincerely,

WV? For Xehanging Smuhons Limited

AnkushA arwal

\

M 0/ U ML M! 'A

ScrutinizerC pany Se retary

Company Secretary in Practice

Membership No.: r9719 DN’é -

] 3 j 05’ /2 a I?COP N0.:14486

flew} Vé’d

Date: August 13. 2019

Place: Bangalore

Rem: Plan No. 358, Wisteria Tower Gaur Saundaryam Sec- Techzono IV Greater Naida (West) Gauiam Budh Na.

.

, ,, gar, U,R»201306

Ofllce Delhl : AJ 15, 302, 3rd flea, Vakll Chamber, Shakarpur, Delhi-110092, Noida 409, Ocean Plaza, P-5, Sector 15, Noida — 20130]

XSL/SE/2019-20/22 August 13, 2019 Listing Department

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Transcript of XSL/SE/2019-20/22 August 13, 2019 Listing Department