NSEGeneral Updates26 Jun 2026 · 26 Jun 2026, 05:46 pm
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Computer Age Management Services Limited · CAMS
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Computer Age Management Services Limited has issued an addendum to the notice convening its 38th Annual General Meeting, which includes a revised explanatory statement for a special business item related to the revision in remuneration payable to Non-Executive Directors by way of commission.
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Computer Age Management Services Limited has informed the Exchange about an Addendum to the Notice convening 38th Annual General meeting
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26th June 2026
BSE Limited, National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th 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: Addendum to the Notice convening 38th Annual General Meeting
Pursuant to applicable Regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, we enclose herewith an addendum to the Notice for the
Annual General Meeting scheduled to be held on Tuesday, 07th July 2026 at 04:30 P.M.
(IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The said
document will also be available on the website of the company at www.camsonline.com.
This addendum is also being sent by email to the shareholders of the Company.
Thanking you,
Yours faithfully,
For Computer Age Management Services Limited
G Manikandan
Company Secretary and Compliance Officer
Encl: as above
ADDENDUM TO THE NOTICE OF THE THIRTY EIGHTH ANNUAL GENERAL MEETING
(“AGM”) OF COMPUTER AGE MANAGEMENT SERVICES LIMITED (“COMPANY”) TO
BE HELD ON TUESDAY, THE 07TH DAY OF JULY 2026, AT 04.30 P.M. (IST), THROUGH
VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) FACILITY
Computer Age Management Services Limited (“Company”) has issued a Notice of AGM
dated May 4, 2026 (“AGM Notice”) for convening the AGM of the members of the Company,
which is scheduled to be held on Tuesday, July 7, 2026, at 4:30 PM (IST) through VC/
OAVM.
The AGM Notice has been dispatched to the members of the Company on June 15, 2026, in
due compliance with the provisions of the Companies Act, 2013, read with the relevant rules
made thereunder and the circulars issued by the Ministry of Corporate Affairs and Securities
Exchange Board of India (“SEBI”) and other applicable laws.
Item No 5 of the notice is a special business and relates to the Revision in remuneration
payable to Non-Executive Directors by way of commission. A detailed explanatory statement
relating to the above business has been included at page No. 112 of the Annual Report.
It has been desired that certain additional information be included as part of the explanatory
statement for providing further clarity on the subject for which the approval is sought.
Accordingly, the revised Explanatory statement is provided below as an addendum, in
continuation to the AGM Notice. This should be read in continuation of and in conjunction
with the AGM Notice and shall form an integral part of the AGM Notice. All other contents of
the AGM Notice, save and except as modified by this communication, shall remain
unchanged. Accordingly, the members of the Company are hereby requested to take note of
the revised contents of the AGM Notice as set forth hereunder:
Revised Explanatory Statement for Item No.5
Revision in remuneration payable to Non-Executive Directors by way of commission
The Company had taken approval of the members at their meeting held on August 7, 2023,
for payment of remuneration in the form of commission or otherwise to Non-Executive
Directors, both in the Independent and Non-Independent category, not exceeding 1% per
annum of the net profits of the Company calculated in accordance with the provisions of the
Companies Act, 2013.
The Company’s Independent Directors of the Company bring significant expertise,
governance oversight, and strategic guidance, contributing to the overall performance and
long-term sustainability of the Company.
Considering that the present remuneration was fixed 3 years ago and in view of their roles,
responsibilities, and increased involvement in Board and Committee activities, and
considering industry practices, it is proposed to revise/ increase the remuneration payable to
Independent Directors by way of commission, within the limits prescribed under the
Companies Act, 2013.
The proposed remuneration structure aims to compensate Non-Executive / Non-
Independent/ Independent Directors for their time, efforts, and responsibilities, while aligning
with prevailing market standards. A detailed benchmark study was conducted and the same
was placed before the Nomination and Remuneration Committee after which NRC has
recommended the proposal and has been approved by the Board.
Accordingly, the Board recommends the resolution set forth in item no.5 payment of
remuneration to Non-Executive / Non-Independent/ Independent Directors, at an amount not
exceeding 1% per annum of the net profit of the Company, by way of an Ordinary
Resolution.
The remuneration as stated in the resolution will be applicable for the following Directors and
will be valid for them till the expiry of their existing term. The approval for appointment of new
directors as and when the appointments are made will be obtained from the shareholders
and the resolution for approval of appointment will also specify the remuneration as
applicable to the Director.
Mr. Dinesh Kumar Mehrotra, Non-Independent Chairman : Rs. 40 lacs
Mrs. Vijayalakshmi Rajaram Iyer, Independent Director : Rs. 36 lacs
Mr N V Sivakumar, Independent Director : Rs. 36 lacs
Mr. Pravin Rao, Independent Director : Rs. 36 lacs
Mr. S K Mohanty, Independent Director : Rs. 36 lacs
The proposed remuneration will remain valid for a maximum of five years and the same will
be placed before the shareholders for approval after the expiry of five years. The company
may with the approval of the shareholders vary the remuneration at any time before the
expiry of the five-year term.
Except the Managing Director and Key Managerial Personnel of the Company and their
relatives, all Non-Executive / Non-Independent/ Independent Directors along with their
relatives, are deemed to be concerned or interested, financially or otherwise, in this
resolution to the extent of remuneration or fees that may be received by them.
The Board recommends the Ordinary Resolution for approval by the members.