Excelsoft Shareholders to Vote on Director Appointment and Executive Pay

Excelsoft Technologies Ltd has begun a postal ballot process to get shareholder approval for key corporate governance matters, according to a notice filed on April 29, 2026.

The votes cover the planned appointment of Dr. Jayakumar Karuppusamy as an Independent Director for a five-year term. The company expects this to strengthen the board's oversight and strategic direction.

Shareholders will also vote on updated pay packages for top management. This includes a proposed annual pay cap of ₹4.80 crore for Chairman and Managing Director Mr. Dhananjaya Sudhanva, and ₹1.50 crore for Whole Time Director Mrs. Shruthi Sudhanva.

The electronic voting period for these proposals will run from April 30, 2026, to May 29, 2026. Shareholders of record on April 24, 2026, are eligible to vote.

Importance of the Director Appointment and Pay Vote

Appointing independent directors is important for good corporate governance, helping ensure objective decisions and protecting shareholder interests. Dr. Karuppusamy, a former IAS officer, brings extensive administrative and strategic experience.

Updating pay for top executives is a normal process that reflects their roles, responsibilities, and market rates. The proposed pay figures require shareholder approval, highlighting the need for transparency in executive compensation.

Company Background

Excelsoft Technologies, a global software-as-a-service (SaaS) provider for learning and assessment, became a public limited company on September 17, 2024. Its initial public offering (IPO) followed in November 2025.

The company follows a Nomination and Remuneration Policy, last updated in February 2025, which guides these types of appointments and pay decisions.

If Approved: What Changes

If shareholders approve these proposals:

• The board will gain Dr. Jayakumar Karuppusamy as an Independent Director, strengthening its composition.
• Pay packages for key executives, including the Chairman & MD and Whole Time Director, will be updated and capped as proposed.
• These adjustments are intended to align management incentives with the company's strategic goals and governance standards.

Business Risks to Consider

While this filing concerns governance, Excelsoft faces broader business risks. These include a high concentration of revenue from a few major clients. The company has also historically shown a lower return on equity compared to industry averages.

Competitor Landscape

Excelsoft competes in the IT services and EdTech sectors. Its peers include MPS Ltd, Ksolves India Ltd, Silver Touch Technologies Ltd, Sasken Technologies Ltd, and InfoBeans Technologies Ltd. Although some competitors like MPS Ltd have larger revenues, Excelsoft has historically achieved strong EBITDA margins, similar to larger companies in the sector.

Executive Compensation Details

Here are the proposed annual remuneration caps:

• Proposed Annual Remuneration Cap for Mr. Dhananjaya Sudhanva (Chairman & MD): ₹4.80 crore per annum.
• Proposed Annual Remuneration Cap for Mrs. Shruthi Sudhanva (Whole Time Director): ₹1.50 crore per annum.
• Proposed Annual Remuneration Range for Mr. Adarsh Sudhindratheertha Mysore (Chief Innovations Officer): ₹0.75 crore - ₹1.50 crore per annum.

What to Watch For

• Monitor the results of the postal ballot and the shareholder vote on the proposals.
• Observe the new independent director's contributions to board discussions and strategic decisions.
• Look for future company announcements on how the revised pay packages are being implemented.