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BIRLASOFT LIMITED AGM Information 2025

Aug 6, 2025

62365_rns_2025-08-06_daa5ac6c-e12d-4fa3-abca-3a72c2e03833.pdf

AGM Information

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August 6, 2025

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

National Stock Exchange of India Ltd. Exchange Plaza, C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai – 400051.

Scrip ID: BSOFT Symbol: BSOFT Scrip Code: 532400 Series: EQ Kind Attn: The Manager, Kind Attn: The Manager, Department of Corporate Services Listing Department

Subject: - Proceedings of the 34[th] Annual General Meeting (“AGM”) of Birlasoft Limited (“the Company”).

Dear Sir / Madam,

Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the proceedings of the AGM of the Company held on August 6, 2025.

Kindly take the same on your records.

Thanking you.

Yours faithfully,

For Birlasoft Limited

Sneha Digitally signed by Sneha Prashant Prashant Padve Date: 2025.08.06 Padve 17:35:35 +05'30'

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Sneha Padve

Company Secretary & Compliance Officer Membership No. ACS 9678

Encl.: - As mentioned above.

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Summary of proceedings of the 34[th] Annual General Meeting of Birlasoft Limited

The 34[th] Annual General Meeting (“AGM”) of Birlasoft Limited (“the Company”) was held on Wednesday, August 6, 2025, at 2.30 pm IST, through Video Conferencing/Other Audio-Visual Means (“VC/OAVM”) facility, in compliance with the General Circulars issued by the Ministry of Corporate Affairs (“MCA”) and Circulars issued by the Securities Exchange and Board of India (“the SEBI”) and as per the applicable provisions of the Companies Act, 2013, and the Rules made thereunder. The deemed venue of the AGM was the Registered Office of the Company, i.e., 35 & 36, Rajiv Gandhi Infotech Park, Phase - I, MIDC, Hinjawadi, Pune - 411057, India.

The following Directors were present:

Sr.
No.
Name Attended through VC/OAVM
from
1 Mrs. Amita Birla – Chairman & Non-Executive
Director
New Delhi
2 Mr. Chandrakant Birla - Non-Executive Director &
Chairman
of
the
Stakeholders
Relationship
Committee
New Delhi
3 Mr.
Ananth
Sankaranarayanan
-
Independent
Director & Chairman of Nomination & Remuneration
Committee
New Delhi
4 Ms. Satyavati Berera - Independent Director &
Chairperson of the Audit Committee
New Delhi
5 Ms. Nidhi Killawala – Independent Director New Delhi
6 Mr. Manish Choksi – Independent Director -
Chairman of Risk Management Committee
New Delhi
7 Mr. Angan Guha – Chief Executive Officer (“CEO”) &
ManagingDirector
New Delhi

In attendance

Sr.
No.
Name Attended through VC/OAVM
**from **
1 Ms. Kamini Shah – Chief Financial Officer New Delhi
2 Mr. Chandrasekar Thyagarajan – Designate Chief
Financial Officer
New Delhi
3 Ms. Sneha Padve – CompanySecretary New Delhi
4 Mr. Selvakumaran Mannappan – Chief Operating
Officer
New Delhi
5 Ms. Priti Kataria–Chief Human Resources Officer New Delhi
6 Mr. Abhinandan Singh–Head-Investor Relations New Delhi
7 Ms. Bhavika Surana – CompanyRepresentative New Delhi
8 Mr. Sumit Agrawal – Representative, S R B C & Co
LLP,StatutoryAuditor
New Delhi
9 Ms. Snehal Kulkarni - Representative, Dr. K. R.
Chandratre,Secretarial Auditor
Pune
10 Mr. Jayavant B. Bhave – Scrutinizer Pune

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Quorum

A total of 83 members attended the meeting.

Chairman

Mrs. Amita Birla – Chairman & Non-Executive Director, chaired the meeting.

Proceedings

Ms. Sneha Padve - Company Secretary, welcomed the members of the Company and briefed them about the process to participate in the meeting. She informed that the statutory registers and other documents as required under applicable laws, were made available for inspection on the website of the Company. It was further informed that as the AGM was being held through VC/OAVM, the facility for appointment of proxies by the members was not applicable and hence, the proxy register was not available for inspection. The members were also briefed about the process for questions & answers and e-voting.

Mrs. Amita Birla (“the Chairman”) chaired the meeting and welcomed the members to the 34[th] AGM of the Company and introduced the other Directors. She further informed the members about the resignation of Ms. Kamini Shah - Chief Financial Officer (“CFO”) effective end of business hours on August 7, 2025 and introduced Mr. Chandrasekar Thyagarajan who would be taking over the role of CFO and Key Managerial Personnel of the Company, effective August 8, 2025, and informed about the other attendees. The requisite quorum being present as per statutory requirements, she called the meeting to order.

Thereafter, the Chairman delivered her speech and then invited Mr. Angan Guha - CEO & Managing Director of the Company to address the Members.

With the permission of the members present, the Notice of AGM and Annual Report were taken as read. The Chairman stated that the Statutory Auditor’s report had no other qualifications, reservations, adverse remarks or disclaimers, except that the internal controls over financial reporting should be strengthened for documenting time recording on time-and-material revenue contracts, and the same did not impact their unqualified opinion on the Company’s financial statements. It was informed that the Board and management had acknowledged the same and they endeavor to make internal control systems more stringent and steps were being taken in this regard. It was further informed that there were no qualifications, observations or adverse remarks in the Secretarial Auditor’s Report of the Company for the financial year 202425. All the resolutions were taken up by the Chairman.

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The following items were transacted at the AGM:

Sr.
No.
Particulars of Resolution Type of
**Resolution **
1 Adoption of the audited Financial Statements–Standalone Ordinary
2 AdoptionofauditedFinancial Statements–Consolidated Ordinary
3 Confirmation of interim dividend and declaration of final dividend Ordinary
4 Re-appointment of Angan Guha as a Director liable to retire by
rotation
Ordinary
5 Appointment of Secretarial Auditor Ordinary

Thereafter, the Chairman requested the shareholders who have not voted already to vote during the AGM and the speaker shareholders were invited to ask their questions and give their opinions and suggestions, if any, and the same were appropriately addressed.

It was further informed that Mr. Jayavant Bhave, Proprietor - J. B. Bhave & Co., Company Secretaries (Membership No. – F4266), had been appointed as the Scrutinizer to scrutinize the votes cast through e-voting at the AGM & remote e-voting and submit a consolidated report thereon. The Chairman authorized Mr. Angan Guha, CEO & Managing Director, Ms. Kamini Shah, Chief Financial Officer and Ms. Sneha Padve, Company Secretary, severally to receive the Scrutinizer’s Consolidated Report on all the resolutions as set out in the Notice of AGM & related documents, declare the result and submit the same to the Stock Exchanges within prescribed timelines. Subject to receipt of the requisite number of votes, the Resolutions shall be deemed to be passed on the date of this Meeting i.e. Wednesday, August 6, 2025.

The Chairman thanked the Members, the Directors and Auditors present at the meeting for their participation.

The AGM remained open for 15 minutes for e-voting & concluded at 3.53 pm IST [including time allowed for e-voting at the AGM].

Thanking you.

Yours faithfully,

For Birlasoft Limited

Sneha Digitally signed by Sneha Prashant Prashant Padve Date: 2025.08.06 Padve 17:37:05 +05'30' Sneha Padve

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Company Secretary & Compliance Officer Membership No. ACS 9678

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