BIRLASOFT LIMITED

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July 11, 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: - Notice of the 34[th] Annual General Meeting (“AGM”) of Birlasoft Limited.

Dear Sir / Madam,

Please find enclosed herewith the Notice convening the 34[th] AGM of the Company, to be held on Wednesday, August 6, 2025 at 2.30 pm (IST) through Video Conferencing / Other AudioVisual Means.

The said Notice also forms part of the Annual Report for the financial year 2024-25.

Request you to take note of the same.

Thanking you.

Yours faithfully,

For Birlasoft Limited

Sneha Digitally signed by Sneha Prashant Prashant Padve Date: 2025.07.11 Padve 14:17:33 +05'30' Sneha Padve Company Secretary & Compliance Officer Membership No. ACS 9678

Encl.: - As mentioned above.

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Statutory Reports

Annual Report 2024-25

CIN: L72200PN1990PLC059594

Registered Office: 35 & 36, Rajiv Gandhi Infotech Park, Phase – I, MIDC, Hinjawadi, Pune – 411057, India.

Tel.: +91-20-66525000 I E-mail: [email protected] I Website: www.birlasoft.com

NOTICE

NOTICE is hereby given that the 34[th] Annual General Meeting of Birlasoft Limited will be held on Wednesday, August 6, 2025, at 2.30 pm Indian Standard Time (“IST”), through Video Conferencing/Other Audio-Visual Means (“VC/OAVM”) facility, to transact the following business:

fit, to pass the following resolution as an ORDINARY RESOLUTION:

ORDINARY BUSINESS

1. Adoption of audited Financial Statements – Standalone

“ RESOLVED THAT the interim dividend of 2.50/- (125%) per equity share of face value of 2/- each on the paid-up equity share capital of the Company, for the financial year ended March 31, 2025, approved by the Board of Directors at their meeting held on October 23, 2024, and paid, be and is hereby noted and confirmed.

To receive, consider and adopt the audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the reports of the Board of Directors and the Auditors thereon; and in this regard, to consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:

RESOLVED FURTHER THAT in terms of the recommendation of the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded for declaration and payment of final dividend for the financial year ended March 31, 2025, at the rate of 4/- (200%) per equity share of face value of 2/- each, to be paid to those Members whose names appear on the Company’s Register of Members, as on the Record Date.”

“ RESOLVED THAT the audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the reports of the Board of Directors and the Auditors thereon, be and are hereby received, considered and adopted.”

2. Adoption of audited Financial Statements – Consolidated

To receive, consider and adopt the audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the report of the Auditors thereon; and in this regard, to consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:

4. Re-appointment of Angan Guha as a Director liable to retire by rotation

To re-appoint Angan Guha (DIN: 09791436), who retires by rotation as a Director and being eligible, offers himself for re-appointment; and in this regard, to consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:

“ RESOLVED THAT the audited Consolidated Financial Statements for the financial year ended March 31, 2025, together with the report of the Auditors thereon, be and are hereby received, considered and adopted.”

“ RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, in accordance with the Articles of Association of the Company, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Angan Guha (DIN: 09791436), who retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

3. Confirmation of interim dividend and declaration of final dividend

To confirm the payment of interim dividend of 2.50/(125%) per equity share of face value of 2/- each and to declare a final dividend of 4/- (200%) per equity share of face value of 2/- each, for the financial year ended March 31, 2025; and in this regard, to consider and if thought

SPECIAL BUSINESS

5. Appointment of Secretarial Auditor

To appoint Dr. K. R. Chandratre, a Company Secretary in Whole-time Practice as Secretarial Auditor of the Company for a period of five consecutive financial years commencing from April 1, 2025 till March 31, 2030 at such remuneration as may be mutually agreed by and between the Board of Directors of the Company and the Secretarial Auditor; and in this regard, to consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:

“ RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company, Dr. K. R. Chandratre, a Peer Reviewed Company Secretary in Whole-time Practice, (Membership No.: FCS 1370 and Certificate of Practice No. 5144) be and is hereby appointed as the Secretarial Auditor of the Company, to hold office for a period of five consecutive financial years commencing from April 1, 2025 till March 31, 2030, at such remuneration as may be decided by the Board of Directors of the Company (or any committee thereof) in consultation with the Secretarial Auditor.

RESOLVED FURTHER THAT any one Director, the Chief Financial Officer and the Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be necessary and expedient to give effect to this resolution.”

By order of the Board of Directors For Birlasoft Limited

Sneha Padve

New Delhi Company Secretary May 28, 2025 Membership Number: A9678

NOTES:

An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI (LODR) Regulations, 2015”), is annexed hereto.
The relevant details pursuant to the provisions of the SEBI (LODR) Regulations, 2015 and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking reappointment at this Annual General Meeting (the “AGM”) is annexed hereto.

Pursuant to General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 3, 2024 issued by the Securities and Exchange Board of India (“SEBI”) and other circulars issued from time to time (hereinafter collectively referred to as “the Circulars”) and in compliance with the provisions of the Act and the SEBI (LODR) Regulations, 2015, the AGM of the Company is being conducted through Video Conferencing/Other Audio Visual Means (“VC/OAVM”) facility, which does not require physical presence of the Members at a common venue. The deemed venue for the AGM shall be the Registered Office of the Company.

Pursuant to the acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, the name of Registrar & Transfer Agent (“RTA”) of the Company is changed from Link Intime India Private Limited to MUFG Intime India Private Limited with effect from December 31, 2024.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the authorized agency for conducting of the AGM through VC/OAVM facility and for providing electronic voting (“e-voting”) facility to its Members, to exercise their votes through the remote e-voting and e-voting at the AGM.

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In compliance with the Circulars, the AGM Notice and the Annual Report 2024-25, including Financial Statements (along with Board’s Report, Auditor’s Reports or other documents required to be attached therewith), are being sent through electronic mode to those Members whose e-mail IDs are registered with the RTA or respective Depository Participants (“DPs”). A letter providing the web-link for accessing the Annual Report 2024-25, including the exact path, will be sent to those Members who have not registered their e-mail IDs with the RTA or respective DPs. Members may note that the AGM Notice and Annual Report 202425 are also available on the Company’s website at -

https://www.birlasoft.com/company/investors/policies reports-filings, websites of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at https://www. evoting.nsdl.com.

In terms of the Circulars, since the physical attendance of the Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by the Members under Section 105 of the Act, will not be available for the AGM. Hence, the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Sections 112 and 113 of the Act, representatives of the Members may be appointed for the purpose of remote e-voting, for participation in the AGM through VC/OAVM facility and e-voting during the AGM.
Since the AGM will be held through VC/OAVM, the venue route map is not annexed to this Notice.
The Company has fixed Friday, July 18, 2025, as the “Record Date” for determining eligibility of the Members to receive final dividend for the financial year ended March 31, 2025, if approved at the AGM.
The “Cut-off Date” for determining eligibility of the Members for the purpose of remote e-voting, for participation in the AGM through VC/OAVM facility and e-voting during the AGM is Wednesday, July 30, 2025.
Members of the Company under the category of “Institutional Investors” are encouraged to attend and vote through remote e-voting & e-voting at the AGM.
Institutional/Corporate Members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authority letter, etc., along

with attested specimen signature of the duly authorized signatory(ies), authorizing its representative to attend the AGM through VC/OAVM facility on its behalf and to vote through remote e-voting, to the Scrutinizer by e-mail through its registered e-mail ID to [email protected] with a copy marked to [email protected].

Attendance of the Members participating in the AGM through VC/OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act. Further, all resolutions mentioned in this Notice shall be passed through the facility of remote e-voting and e-voting at the AGM.
In case of joint holders attending the AGM through VC/OAVM facility, only such joint holder who is higher in the order of names as per the Register of Members or in the Register of Beneficial Owners maintained by the Depositories will be entitled for e-voting at the AGM.
Facility to join the AGM shall be opened 20 (twenty) minutes before the scheduled time of the AGM and shall be kept open for the Members throughout the proceedings of the AGM. The procedure to join the AGM is mentioned in the “Instructions for electronic voting by Members” annexed hereto.
The facility of participation at the AGM through VC/OAVM, provided by NSDL, allows participation for 1,000 Members on first-come-first-served basis principle. This will not include large Members (Members holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without any restriction on account of first-come-first-served basis principle.
If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to Deduction of Tax at Source (“TDS”) will be made within the statutory time limit of 30 days.

Payment of such dividend shall be made through electronic mode to the Members who have updated their bank account details. In the event the Company is unable to pay dividend to any Member through electronic mode, due to non-registration of the electronic bank mandate, the Company shall dispatch the bankers’ cheque or demand draft to such Member.

In terms of the provisions of the Income-tax Act, 1961, dividend paid or distributed by a Company shall be taxable in the hands of the Members. The Company shall, therefore, be required to deduct TDS at the time of

payment of dividend at the applicable tax rates. The rate of TDS would depend upon the category and residential status of the Member.

As it is important for the Company to receive the relevant information from Members to determine the rate of tax deduction, the Members are requested to furnish relevant documentation in the prescribed manner on the portal of RTA on or before Friday, July 18, 2025 (6 pm IST). The applicable TDS rate for dividends and documents to be furnished by each category of Members is given in the “Annexure – TDS on Dividend”, annexed hereto. The relevant documents can be uploaded on RTA portal at - https://web.in.mpms.mufg.com/formsreg/submission of-form-15g-15h.html.

The information given in the said Annexure may not be exhaustive and the Members should evaluate on their own about the category for which they should furnish the documents. In absence of all the relevant documents, the Company shall determine TDS rate based on information available with the RTA (for shares held in physical form) and the DPs (for shares held in dematerialized form).

Please note that the duly completed & signed documents should be uploaded on the portal of the RTA on or before Friday, July 18, 2025 (6 pm IST). Ambiguous, incomplete and/or unsigned forms and declarations will not be considered by the Company. No communication on the tax determination/deduction shall be considered after the abovementioned date & time.

Members are also requested to update changes in their Residential Status, if any, with the RTA (for shares held in physical form) & the DPs (for shares held in dematerialized form), along with the supporting documents.

If the Permanent Account Number (“PAN”) is not as per the database of the Income-tax portal, it would be considered as an invalid PAN. Further, individual Members are requested to link their Aadhaar number with the PAN.

In case TDS is deducted at a higher rate in the absence of receipt of the specified details/documents, you would still have the option of claiming refund of the excess tax paid at the time of filing your income tax return, only in case your valid PAN is registered with the RTA (for shares held in physical form) and the DPs (for shares held in dematerialized form). No claim shall lie against the Company for such taxes deducted.

Members should note that any document/form not uploaded on the portal will not be considered for the purpose of processing and shall be rejected, therefore, it should be uploaded on the portal only.

Members who have uploaded documents on the portal of the RTA should also forward the originals to the Company subsequently.

All queries with respect to TDS on dividend and submission of relevant documentation should be sent to [email protected].

Information with respect to the same is also available on the website of the Company at - https://www.birlasoft.com/company/investors/policies reports-filings#Shareholders-info.

Members are requested to intimate changes, if any, pertaining to their name, postal address, telephone/ mobile numbers, PAN, mandates, nominations and power of attorney to their respective DPs in case the shares are held by them in dematerialized form; and to the RTA of the Company at MUFG Intime India Private Limited (Attention - Sandip Pawar) Block No. 202, Akshay Complex, Off Dhole Patil Road, Near Ganesh Temple, Pune - 411001, Telephone: +91-20-26161629, E-mail: [email protected] , in case the shares are held by them in physical form.
Members are advised to update their PAN, KYC (Address, Email ID, Mobile Number, Bank Account Details, Specimen Signature, etc.) and Nomination details, as per SEBI Master Circular No. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/37 dated May 7, 2024 and SEBI Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/81 dated June 10, 2024 :
Members holding shares in physical form: to the Company’s RTA - MUFG Intime India Private Limited, in prescribed Form ISR - 1 and other forms as per instructions mentioned in the form. The Company has already sent requisite communication to the Members for furnishing these details. The formats can be downloaded from RTA’s website https://web.in.mpms.mufg. com/KYC-downloads.html and such formats are also available on the Company’s website at https://www.birlasoft.com/company/investors/ policies-reports-filings#Shareholders-info.

Members holding shares in dematerialized form: to their respective DPs as per the procedure prescribed by them.

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SEBI vide its Circulars mentioned above, has also mandated that the Members whose folio(s)/demat account(s) do not have PAN, Contact details (Postal Address with PIN and Mobile Number), Bank A/c details, Specimen signature for their corresponding folio numbers and other KYC details updated, shall be eligible for any payment including dividend, interest or redemption payment in respect of such folios/demat accounts, only through electronic mode with effect from April 1, 2024, upon them furnishing all the aforesaid details in entirety.

If a Member updates the above-mentioned details after April 1, 2024, then such Member would receive all the dividends, etc., declared during that period (from April 1, 2024, till the date of updation) pertaining to the shares held after the said updation automatically.

‘SWAYAM’ is a secure, user-friendly web-based application, developed by MUFG Intime India Private Limited, our RTA, that empowers Members to effortlessly access various services. We request you to get registered and have first-hand experience of the portal. This application can be accessed at https://swayam.in.mpms. mufg.com/. For effective resolution of Service Requests i.e. Generate and Track Service Requests/Complaints can be done through SWAYAM.
Members may note that SEBI vide its Master Circular mentioned above, has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz., issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; subdivision/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting the forms in the specified formats, which are available on the website of the Company at -

https://www.birlasoft.com/company/investors/policies reportsfilings#Shareholders-info and also available on the website of the RTA at https://web.in.mpms.mufg. com/client-downloads.html. It may be noted that any service request can be processed only after the folio is KYC Compliant.

Further, as per Regulation 40 of the SEBI (LODR) Regulations, 2015, SEBI has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are

therefore advised to dematerialize the shares held by them in physical form.

Members are also informed that pursuant to Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, read with a Corrigendum No. SEBI/HO/ OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, Master Circular No. SEBI/HO/OIAE/OIAE_IAD1/P/CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), and Master Circular No. SEBI/HO/OIAE/ OIAE_IAD-3/P/CIR/2023/195 dated December 20, 2023, SEBI has introduced an additional mechanism for investors to resolve their grievances by way of a common Online Dispute Resolution (“ODR”) mechanism to facilitate the online resolution of all kinds of disputes arising in the Indian securities market. Members can access the SEBI Circulars on the website of SEBI at https://www.sebi.gov.in/ and the same are also available on the website of the Company at - https://www.birlasoft.com/company/investors/policies reportsfilings#Shareholders-info.
As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the request in the specified formats, which are available on the Company’s website at - https://www.birlasoft.com/company/investors/policies reports-filings#Shareholders-info and also available on the RTA’s website at https://web.in.mpms.mufg.com/ KYC-downloads.html. Members are requested to submit the said details to their respective DP, in case the shares are in dematerialized form and to the RTA, in case the shares are held in physical form.
Members are requested to:
quote their Registered Folio number in case of shares held in physical form and DP ID and Client ID in case of shares held in dematerialized form, in their correspondence(s) to the Company.
direct all correspondence related to shares including consolidation of folios, if shareholdings are under multiple folios, to the RTA of the Company.
To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company or the RTA of any change in address or nominee, if any appointed, to notify demise of any Member as soon as possible. Members are also advised not to leave their

demat account(s) dormant for long. Periodic statement of holdings should be obtained from the respective DPs and holdings should be verified from time to time.

demat account(s) dormant for long. Periodic statement of to time, shares in respect of such dividend will also holdings should be obtained from the respective DPs and be transferred to IEPF including all benefits accruing holdings should be verified from time to time. on such shares. The Company has sent out individual communication to the Members whose dividends 28. Members seeking any information with regard to the remain unclaimed for 7 (seven) years and published an accounts of the Company or any matter to be placed at the AGM, are requested to write to the Company so as to reach advertisement in newspapers, inviting such Members to them at least 7 (seven) days before the date of the AGM, claim their dividend. The information in respect of such through e-mail on [email protected]. The same shares is uploaded on the website of the Company at - will be replied by the Company suitably. https://www.birlasoft.com/company/investors/policies reports-filings.

A certificate from the Secretarial Auditor of the Company certifying that the Company’s Employee Stock Option Plans are being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time and in accordance with the resolutions passed by the Members, will be available electronically for inspection by the Members during the AGM.

Accordingly, during the year, the Company has transferred an amount of ` 1,142,442.40 being unclaimed divided and 7,549 corresponding shares to IEPF, pertaining to the financial year 2016-17.

Members can claim back such dividend and shares including all benefits accruing on such shares from IEPF Authority by following the procedure prescribed in the Rules i.e., by making an online application in the prescribed Form IEPF-5 and sending the physical copy of the same, duly signed (as per the specimen signature recorded with the Company), along with requisite documents enumerated in the Form IEPF-5, to the Nodal Officer of the Company.

The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act will be available electronically for inspection by the Members during the AGM.
All other documents referred to in the Notice will also be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to [email protected].
Pursuant to the provisions of Section 108 of the Act, read with the corresponding Rules made thereunder, and Regulation 44 of the SEBI (LODR) Regulations, 2015, and the Secretarial Standards issued by the Institute of Company Secretaries of India, the Company is providing a facility to its Members to exercise their votes electronically through the e-voting facility provided by the NSDL. Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by Members holding shares in dematerialized form, physical form and for Members who have not registered their e-mail ID is provided in the “Instructions for electronic voting by Members” which forms part of this Notice. The Board has appointed Jayavant Bhave - Proprietor of J. B. Bhave & Co., Company Secretaries (Membership No. – F4266), as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. Any person who becomes a Member of the Company after the dispatch of this Notice and holding shares as on the Cut-off Date may obtain the login ID and password by sending a request at [email protected], to cast his/her vote. A person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only.
The Company has transferred the unpaid or unclaimed dividends declared up to the financial year 2016-17, from time to time, to the Investor Education and Protection Fund (“IEPF”) established by the Central Government.

Members wishing to claim the unpaid dividend, are requested to correspond with the RTA of the Company at MUFG Intime India Private Limited (Attention - Sandip Pawar) Block No. 202, Akshay Complex, Off Dhole Patil Road, Near Ganesh Temple, Pune - 411001, Telephone: +91-20-26161629, E-mail: [email protected].

Members are requested to note that as per Section 124 of the Act, dividend which are not encashed or claimed within 7 (seven) years from the date of transfer of the dividend to the Company’s Unpaid Dividend Account, will be transferred to IEPF.

Please note that pursuant to the provisions of Section 124(6) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 (“Rules”) as amended from time

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EXPLANATORY STATEMENT

[Pursuant to the provisions of Section 102 of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

ADDITIONAL INFORMATION ABOUT THE DIRECTOR SEEKING RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING

Details of Director seeking re-appointment at the Annual General Meeting as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, and Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India.

Item No. 5

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI (LODR) Regulations, 2015”) and provisions of Section 204 of the Companies Act, 2013 (the “Act”) and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has, based on the recommendation of the Audit Committee and subject to the approval of the Members, at its meeting held on May 28, 2025, approved the appointment of Dr. K. R. Chandratre, a Company Secretary in Whole-time Practice (FCS No.: 1370 and CP No.: 5144), as Secretarial Auditor of the Company for a period of 5 (five) consecutive years from April 1, 2025 till March 31, 2030.

Credentials of the Secretarial Auditor:

Dr. K. R. Chandratre is a renowned Practising Company Secretary with over 23 years in practice and more than 45 years of experience and expertise in the field of corporate laws. Prior to his practice, he served as a Lecturer in Commerce & Accountancy at R A Podar College of Commerce & Economics and worked for 15 years at Kirloskar Oil Engines Limited, where his last role was Director (Legal, Secretarial & HR) & Company Secretary. Dr. Chandratre holds a Master’s in Commerce, a Law degree, and a PhD from the University of Pune, and is a fellow member of the Institute of Company Secretaries of India. He has held several leadership positions, including President and Vice-President of the Institute of Company Secretaries of India. He is an active participant in seminars and workshops and has addressed over 500 events globally. He has also been involved in various regulatory roles, including Chairman of SEBI’s Committee on ‘Delisting of Securities’, SEBI-nominated Public Representative Director of the Pune Stock Exchange, and a member of the Expert Group for amendments to the SEBI Act 1992.

Dr. Chandratre has made significant contributions to corporate laws through his writing, having authored over 1200 articles and 26 books. His books cover topics like Corporate Law, Secretarial Practice, Insider Trading, and SEBI regulations.

Dr. Chandratre has consented to the aforesaid appointment and confirmed that his aforesaid appointment, if made, would be in accordance with limits specified by the Institute of Companies Secretaries of India. He has also confirmed that he is not disqualified to be appointed as Secretarial Auditor in terms of the provisions of the Act & Rules made thereunder, the

Companies Secretaries Act, 1980 and SEBI (LODR) Regulations, 2015, and holds a valid Peer Review certificate.

Terms and conditions of appointment & remuneration:

a) Term of appointment:

5 (Five) consecutive years commencing from April 1, 2025 upto March 31, 2030.

b) Remuneration:

The fee proposed to be paid to Dr. K. R. Chandratre towards secretarial audit for Financial Year 2025-26 is ` 4,00,000/- (Rupees Four Lakhs Only), plus applicable taxes, and reimbursement of expenses incurred by him in connection with the Secretarial Audit.

The proposed fees is based on knowledge, expertise, industry experience, time and efforts required to be put in by them, which is in line with the industry benchmark. The fee for services in the nature of statutory certifications and other permissible non-audit services will be in addition to the secretarial audit fee as above and will be decided by the management in consultation with the Secretarial Auditor. The provision of such permissible nonaudit services will be reviewed and approved by the Audit Committee.

The fees for subsequent years shall be determined by the Audit Committee and/or the Board of Directors in consultation with the Secretarial Auditor.

Basis of recommendations:

The Audit Committee and the Board of Directors, while recommending the appointment of Dr. K. R. Chandratre as the Secretarial Auditor of the Company, have taken into consideration, among other things, the credentials of the auditor, competence, efficiency in conduct of audit, independence, and proven track record based on the evaluation of the quality of audit work done by them in the past.

None of the Directors, Key Managerial Personnel or any of their respective relatives are, in any way, concerned or interested, whether financially or otherwise, in this resolution.

The Board of Directors recommends the resolution for approval of the Members of the Company, as set out at Item No. 5 of the Notice.

the Institute of Company Secretaries of India.
Particulars	Angan Guha
Director Identification Number	09791436
Age (in years)	56
Qualification	B.E. (Electronics) degree from the University of Pune
Experience (in years)	29
Expertise in specific functional areas	Expertise in areas like driving Business Transformation, leading Organisation Change Management, working with clients to help drive new ways of working and reimagining business processes.
Brief resume of the Director	Angan Guha is the CEO & Managing Director of Birlasoft. He provides strategic leadership to Birlasoft, driving significant scale and transformation. Prior to joining Birlasoft, Angan was the CEO for the Americas 2 Strategic Market Unit at Wipro and also served on its Executive Board and Group Executive Council. A detailed profile of Angan Guha is given elsewhere in this Annual Report.
Date of first appointment	December 1, 2022
Terms and conditions of re-appointment	Re-appointment upon retirement by rotation
Remuneration last drawn	Kindly refer the Corporate Governance Report forming part of the Annual Report.
Remuneration proposed to be given	There is no change in the remuneration. The overall compensation shall be in accordance with the approvals given by the Members of the Company.
Number of Board meetings of the Company attended during the year	Kindly refer the Corporate Governance Report forming part of the Annual Report.
Listed entities in which the person holds the directorship and the Membership of Committees of the board along with listed entities from which the person has resigned in the past three years	Nil
Directorships held in other Companies (as on March 31, 2025)	1. Birlasoft Solutions Limited 2. Birlasoft Solutions France 3. Birlasoft Solutions Inc. 4. Birlasoft Inc. 5. Birlasoft Consulting, Inc. 6. Birlasoft Computer Corporation 7. Birlasoft Technologies Canada Corporation 8. Birlasoft Solutions Ltda. 9. Birlasoft Solutions Mexico S.A. DE C.V. 10. Birlasoft Solutions ME FZE
Memberships/Chairmanships of committees of other Companies	Nil
Number of shares held in the Company	3,54,600
Relationship with other Directors and Key Managerial Personnel or their respective relatives	N.A.

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Annexure – TDS on Dividend

Companies paying dividend are required to withhold tax at the applicable tax rates (unless otherwise exempted, TDS rate is 10% for resident Members with valid PAN, 20% for resident Members without PAN or invalid PAN or PAN not linked to Aaddhar and rates prescribed under the Income-tax Act, 1961 (“IT Act”) or Tax Treaty, read with Multilateral Instruments, if applicable, for non-resident Members). No withholding of tax is applicable if the dividend payable to resident individual Members is upto ` 10,000/- p.a.

As per Section 139AA of the IT Act, every person who has been allotted a PAN and who is eligible to obtain Aadhaar, shall be required to link the PAN with Aadhaar. In case of failure to comply to this, the PAN allotted shall be deemed to be invalid/inoperative and tax shall be deducted at the rate of 20% as per the provisions of Section 206AA of the IT Act. The Company will be using functionality of the Income-tax department for the above purpose. Provisions will be effective from April 1, 2025. Members may visit https://www. incometax.gov.in/iec/foportal/ for FAQs issued by Government on PAN and Aadhar linking.

In order to provide exemption from TDS or apply lower rate of TDS or consider benefit of relevant Double Taxation Avoidance Agreement (“DTAA”) with India as may be applicable, the documents prescribed for each category of Member (as per the eligibility) must be uploaded on the portal of RTA at https://web.in.mpms.mufg.com/formsreg/submission-of-form-15g-15h.html. The format - - of relevant documents is available on the website of the Company at https://www.birlasoft.com/company/investors/policies reports filings#Shareholders-info. If the documents are found in accordance with the provisions of the IT Act the same shall be considered while deducting the taxes.

If the dividend income is assessable to tax in the hands of a person other than the registered Member as on the Record Date, the registered Member is required to furnish a declaration to the Company containing the name, address, PAN, beneficiary account no. (16 digits), number of shares of the person to whom TDS credit is to be given, tax residential status of the beneficiary and reason for giving credit to such person on or before Friday, July 18, 2025 (6 pm IST). Details or information received after this date will not be considered.

To summarize, dividend will be paid after deducting the tax at source as under:

For Resident Members:

For Resident Members:
Particulars	Applicable Rate	Documents required (if any)
Valid PAN updated with the Depository Participant in case shares are held in dematerialized form; or Registrar and Transfer Agent (“RTA”) in case shares are held in physical form and no exemption sought by Member	10%	N.A.
An Individual having dividend income more than`10,000 and furnishing Form 15G/15H	Nil	a) Copy of PAN card. b) Declaration in Form No. 15G (applicable to an individual who is less than 60 years)/Form 15H (applicable to an Individual who is 60 years and above), fulfilling prescribed conditions.
Availability of lower/Nil tax deduction certificate issued by Income Tax Department u/s 197 of the IT Act	Rate specified in Lower tax withholding certificate obtained from Income Tax Department	a) Copy of PAN card. b) Copy of lower tax withholding certificate obtained from Income Tax Department.
No/Invalid PAN with the Depository Participant in case shares are held in dematerialized form; or RTA in case shares are held in physical form and no exemption sought by Member (including cases where PAN is not linked with Aadhar)	20%	N.A.

Particulars	Applicable Rate	Documents required (if any)
An Insurance Company as specified under Section 194 of the IT Act	Nil	a) Copy of registration certification issued by the IRDAI; b) Self-declaration that the insurance company is beneficial owner of the shares held; and c) Copy of PAN Card.
Mutual Fund specified under clause (23D) of Section 10 of the IT Act	Nil	a) Copy of relevant registration documents; b) Self-declaration that the mutual fund is governed by the provisions of Section 10 (23D) of the IT Act; and c) Copy of PAN Card.
Alternative Investment Fund (“AIF”) established in India	Nil	a) Copy of registration documents; b) Self-declaration that its income is exempt under Section 10 (23FBA) of the IT Act and AIF is established as Category I or Category II AIF under the SEBI Regulations; and c) Copy of PAN Card.
New Pension Trust	Nil	a) Self-declaration that it qualifies as NPS and eligible for exemption under Section 10(44) of the IT Act. b) Copy of PAN card.
Recognized Provident Funds/ Approved Superannuation Funds/ Approved Gratuity Fund	Nil	a) Self-declaration that income is eligible for exemption under 10(25) of the IT Act. b) Copy of PAN card.
Other Individual shareholders	Nil	a) Self-attested copy of document evidence supporting exemption. b) Copy of PAN card.

For Non-Resident Members:

For Non-Resident Members:
Particulars	Applicable Rate	Documents required (if any)
a. Foreign Institutional Investors (FIIs)/ Foreign Portfolio Investors (FPIs)	20% (plus applicable surcharge and cess) (subject to applicable tax treaty)	a) Copy of PAN Card; b) Copy of Tax Residency certificate issued by revenue authority of country of residence of Member for the financial year 2025-26; c) Digital Form 10F filed on the income tax portal at the linkhttps:// eportal.incometax.gov.in/ed; d) Declaration regarding Tax residency and Beneficial ownership of shares; e) Self-declaration for not having Permanent Establishment in India in accordance with the applicable Tax Treaty [on Member’s letterhead]; f) Any other documents as prescribed under the IT Act for lower withholding of taxes, if applicable; and g) In case, Member is resident of Singapore, documentary evidence of satisfaction of Article 24 of India-Singapore DTAA. The Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction/withholding on dividend amounts. Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company, of the documents submitted by the Members.
b. Other Non-Resident Members

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INSTRUCTIONS FOR ELECTRONIC VOTING BY MEMBERS

Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) and the Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India (“SEBI”) (collectively referred to as “the Circulars”) and the Secretarial Standards issued by the Institute of Company Secretaries of India, the Company is providing facility of electronic voting (“e-voting”) to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (“NSDL”) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a Member using remote e-voting system as well as voting on the day of the AGM will be provided by NSDL.
The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
The Cut-off Date for determining the eligibility of Members for voting through remote e-voting and e-voting at the AGM is Wednesday, July 30, 2025. The remote e-voting period commences on Saturday, August 2, 2025 (9 am IST) and ends on Tuesday, August 5, 2025 (5 pm IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off Date i.e. Wednesday, July 30, 2025, may cast their vote by remote e-voting. The remote e-voting shall be disabled by NSDL after the remote e-voting period ends. Once the vote is cast, the Member shall not be allowed to change it subsequently.
A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through e-voting facility.
Any person holding shares in physical form and non-individual members, who acquires shares of the Company and becomes Member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e. Wednesday, July 30, 2025, may obtain the login ID and password by sending a request at [email protected] or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 022-48867000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending the Notice and holding shares as of the cut-off date i.e. Wednesday, July 30, 2025, may follow steps mentioned below under “Access to NSDL e-voting system”.
The voting rights of Members shall be in proportion to the number of shares held by the Member as on the Cut-off Date i.e. Wednesday, July 30, 2025.
The process and manner for remote e-voting are as under:

How do I vote electronically using NSDL e-voting system?

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-voting system

A) Login method for e-voting and joining virtual meeting for individual shareholders holding securities in demat mode

In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on e-voting facility provided by listed companies, read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and e-mail ID in their demat accounts in order to access e-voting facility.

Type of shareholders Login Method Individual shareholders 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/ holding securities evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client in demat mode with Id, PAN No., Verification code and generate OTP. Enter the OTP received on NSDL registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on Company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.
1. Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices. nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under value added services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on Company name or e-voting service provider i.e. NSDL and you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.
If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be re-directed to NSDL Depository site wherein you can see e-voting page. Click on Company name or e-voting service provider i.e. NSDL and you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.
Shareholders/Members can also download NSDL Mobile App “NSDL Speed-e” facility by scanning the QR code mentioned below for seamless voting experience.

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Type of shareholders Login Method

Individual shareholders 1. Users who have opted for CDSL Easi/Easiest facility, can login through their holding securities in existing User ID and Password. Option will be made available to reach e-voting demat mode with CDSL page without any further authentication. The users to login to Easi/Easiest facility are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing Myeasi username & password.

After successful login of Easi/Easiest the user will be also able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by Company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-voting page by providing demat account number and PAN from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile number & e-mail as recorded in the demat account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting Service Providers.

Individual shareholders You can also login using the login credentials of your demat account through your (holding securities Depository Participant registered with NSDL/CDSL for e-voting facility. Upon logging in, in demat mode) you will be able to see e-voting option. Click on e-voting option, you will be re-directed login through their to NSDL/CDSL Depository site after successful authentication, wherein you can see the Depository Participants e-voting feature. Click on Company name or e-voting service provider i.e. NSDL and you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at: 022-48867000.
Individual shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no.: 1800-21-09911.

Login method for e-voting and joining virtual	Login method for e-voting and joining virtual	5.	Password details for shareholders other	Password details for shareholders other
meeting for shareholders other than individual			than individual shareholders are given
shareholders holding securities in demat mode			below:
and shareholders holding securities in physical
mode.			a)	If you are already registered for
How to Log-in to NSDL e-voting website?				e-voting, then you can use your existing password to login and cast your vote.
1.	Visit the e-voting website of NSDL. Open web
	browser by typing the following URL:https://		b)	If you are using NSDL e-voting system
	www.evoting.nsdl.com/either on a Personal			for the first time, you will need to
	Computer or on a mobile.			retrieve the ‘initial password’ which
2.	Once the home page of e-voting system is launched, click on the icon “Login” which			was communicated to you. Once you retrieve your ‘initial password’, you
	is available under ‘Shareholder/Member’			need to enter the ‘initial password’ and
	section.			the system will force you to change
3.	A new screen will be opened. You will have to			your password.
	enter your User ID, your Password/OTP and a		c)	How to retrieve your ‘initial password’?
	Verification Code as shown on the screen.
				(i) If your e-mail ID is registered in
	Alternatively, if you are registered for			your demat account or with the
	NSDL e-Services i.e. IDeAS , you can login athttps://eservices.nsdl.com/with your existing IDeAS login. Once you login to NSDL e-Services after using your login			Company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail
	credentials, click on e-voting and you			sent to you from NSDL from
	can proceed to Step 2 i.e. Cast your vote			your mailbox. Open the e-mail
	electronically.			and open the attachment i.e.
4.	Your User ID details are given below:			a .pdf file. Open the .pdf file. The password to open the .pdf
	Manner of holding Your User ID is:			file is your 8 digit client ID for
	shares i.e. Demat			NSDL account, last 8 digits of
	(NSDL or CDSL) or			client ID for CDSL account or
	Physical			folio number for shares held
	a) For members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300*** and Client ID			in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
	account with NSDL is 12** then your user ID is IN30012*			(ii) If your e-mail ID is not registered, please follow steps mentioned
	b) For members 16 Digit Beneficiary ID			below inprocess for those
	who hold For example, if your			shareholders whose e-mail IDs
	shares in demat Beneficiary ID is 12** then your			are not registered.
	account with user ID is 12**	6.	If you are unable to retrieve or have not
	CDSL		received the “initial password” or have
	c) For members EVEN Number followed by		forgotten your password:
	holding Folio Number registered
	shares in with the Company		a.	Click on“Forgot User Details/
	Physical For example, if folio			Password?”(If you are holding
	Form number is 001*** and			shares in your demat account with
	EVEN is 101456 then user			NSDL or CDSL) option available on
	ID is 101456001***			www.evoting.nsdl.com.

B) Login method for e-voting and joining virtual meeting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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b. “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c. If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-voting system

How to cast your vote electronically and join General Meeting on NSDL e-voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of Company for which you wish to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
Now you are ready for e-voting as the voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members:

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “e-Voting” tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022-48867000 or send a request to Sagar S. Gudhate, Senior Manager, NSDL at [email protected].
The Board has appointed Jayavant Bhave, Proprietor, J. B. Bhave & Co., Company Secretaries (Membership No. – F4266), as the Scrutinizer to scrutinize e-voting process in a fair and transparent manner.
The Chairman will, at the end of discussion on the resolutions on which voting is to be held, allow e-voting for all those Members who are present at the AGM and who have not cast their votes by availing the remote e-voting facility.
The Scrutinizer shall after the conclusion of e-voting at the AGM, first download the votes cast at the AGM and thereafter, unblock the votes

cast through remote e-voting and shall make a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and such Report shall then be sent to the Chairman or a person authorized by her, within two working days (not exceeding 3 days) from the conclusion of the AGM, who shall then countersign and declare the result of the voting forthwith.

The results declared alongwith the report of the Scrutinizer shall be forwarded to the stock exchanges where the shares of the Company are listed and shall also be placed on the website of the Company at www.birlasoft.com and on the website of NSDL at www.evoting.nsdl.com.

Process for those shareholders whose e-mail IDs are not registered with the depositories for procuring User ID and Password and registration of e-mail IDs for e-voting for the resolutions set out in this notice:

In case shares are held in physical mode please provide Folio No., Name of Member, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by e-mail to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account Statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (A) i.e. Login method for e-voting and joining virtual meeting for individual shareholders holding securities in demat mode.
Alternatively, shareholder/member may send a request to [email protected] for procuring User ID and Password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020, on e-voting facility provided by listed companies, read with SEBI Master Circular No. SEBI/HO/ CFD/PoD/CIR/P/0155 dated November 11, 2024, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and

Depository Participants. Shareholders are required to update their mobile number and e-mail ID correctly in their demat account in order to access e-voting facility.

Instructions for Members for e-voting on the day of the AGM are as under:

The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
Only those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the AGM.
Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the AGM shall be the same person mentioned for remote e-voting.

Instructions for Members for attending the AGM through VC/OAVM are as under:

Members will be provided with a facility to attend the AGM through VC/OAVM facility through the NSDL e-voting system. Members may access by following the steps mentioned above for Access to NSDL e-voting system . After successful login, you can see link of “VC/OAVM” link placed under “ Join meeting ” menu against Company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the notice to avoid last minute rush.
Members are encouraged to join the AGM through laptops for better experience.
Further, Members will be required to allow camera and use internet with a good speed to avoid any disturbance during the AGM.

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Please note that participants connecting from 6. Members who would like to express their views or mobile devices or tablets or through laptop ask questions during the AGM may register connecting via mobile hotspot may experience themselves as a speaker by sending their request Audio/Video loss due to fluctuation in their from their registered e-mail ID mentioning their respective network. It is, therefore, recommended name, DP ID and Client ID/folio number, PAN, to use stable Wi-Fi or LAN connection to mitigate mobile number at [email protected] any kind of aforesaid glitches. on or before Wednesday, July 30, 2025 (6 pm IST).
Facility to join the AGM through VC/OAVM shall be Those Members who have registered themselves opened 20 (twenty) minutes before the scheduled as a speaker will only be allowed to express their time of the AGM and shall be kept open for the views/ask questions during the AGM. The Company Members throughout the proceedings of the reserves the right to restrict the number of speakers AGM, on first-come-first-served basis principle. depending on the availability of time for the AGM.

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AI assistant

BIRLASOFT LIMITED AGM Information 2025

62365_rns_2025-07-11_7af5b3de-c6ec-4fa8-945f-1d81cbfe260c.pdf

Dear Sir / Madam,

For Birlasoft Limited