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BIRLASOFT LIMITED Proxy Solicitation & Information Statement 2025

Oct 29, 2025

62365_rns_2025-10-29_e6162514-6d26-4003-ab6f-634e8df16149.pdf

Proxy Solicitation & Information Statement

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October 29, 2025

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

Scrip ID: BSOFT Scrip Code: 532400

Kind Attn: The Manager, Department of Corporate Services National Stock Exchange of India Ltd., Exchange Plaza, C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai – 400051.

Symbol: BSOFT Series: EQ

Kind Attn: The Manager, Listing Department

Subject: - Newspaper Publication – Postal Ballot Notice and E-voting Information

Dear Sir/Madam,

Please find enclosed clippings of the "Postal Ballot Notice and E-voting Information" published in today's Financial Express, Indian Express and Loksatta. The same are also available on the Company's website at www.birlasoft.com.

This is for your information and records.

Thanking you.

Yours faithfully,

For Birlasoft Limited

Sneha Prashant Padve Digitally signed by Sneha Prashant Padve Date: 2025.10.29 17:55:00 +05'30'

Sneha Padve Company Secretary & Compliance Officer Membership No. ACS 9678

Encl.: - As mentioned above.

Birlasoft Limited

Registered Office: 35 & 36, Rajiv Gandhi lnfotech Park, Phase-I, MIDC, Hrniawadr, Pune (MH) 411057, India Tel: +91 20 6652 [email protected] I CIN: L72200PN1990PLC059594

Navigating Change. Powering Progress.

POSTAL BALLOT NOTICE AND E-VOTING INFORMATION

Members are hereby informed that pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the "Management Rules"), (including any statutory modification or re-enactment thereof for the time being in force) and any other applicable provisions of the Act and the rules made thereunder, relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and other applicable provisions, if any, of the SEBI LODR, for the time being in force and as amended from time to time and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2"), notice is hereby given for seeking the approval of the Members of Birlasoft Limited {the "Company") by way of an Ordinary Resolution for the re-appointment of Angan Guha (DIN: 09791436) as the Chief Executive Officer and Managing Director of the Company for a further period of 2 (two) years with effect from December 1, 2025 and the remuneration payable to him, as approved by the Board of Directors of the Company at its meeting held on Saturday, September 27, 2025 and as contained in the Postal Ballot Notice ("Notice"), by way of Postal Ballot by voting through electronic means only ("e-voting"/"remote e-voting").

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide e-voting facility. Jayavant Shave (Proprietor of J. B. Shave & Co; Membership No. - F4266) has been appointed as the "Scrutinizer", to scrutinize thee-voting process in a fair and transparent manner.

Notice of Postal Ballot dated Saturday, September 27, 2025, has been sent by the Company on Tuesday, October 28, 2025, only through electronic mode, to those Members whose e-mail addresses are registered with the Company/NSDL and Central Depository Services Limited (collectively referred to as "Depositories")/Depository Participants/Company's Registrar & Transfer Agent - MUFG lntime India Private Limited and whose names are recorded in the Register of Members/Register of Beneficial Owners maintained by the Depositories as on Wednesday, October 22, 2025 ("Cut-Off date"). The communication of assent/dissent of the Members will only take place through remote e-voting system. Physical copies of the Notice, postal ballot forms and pre-paid business envelope are not being sent to the Members for this Postal Ballot. A person who is not a Member as on the Cut-Off date should treat this notice for information purposes only.

The Notice is also available on the website of the Company at www.birlasoft.com, on the website of 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 the NSDL at www.evoting.nsdl.com.

The remote e-voting period commences from 9 am 1ST on Wednesday, October 29, 2025, and ends at 5 pm 1ST on Thursday, November 27, 2025. Thee-voting module will be disabled by NSDL immediately after 5 pm 1ST on Thursday, November 27, 2025. Electronic Voting Event Number ("EVEN") of the Company is 137467. Only Members whose names are recorded in the Register of Members/Register of Beneficial Owners maintained by the Depositories as on the Cut-Off date will be entitled to cast their votes. "Instructions for electronic voting by Members" are annexed to the Notice.

In case of any queries or grievances pertaining toe-voting, Members may refer the Frequently Asked Questions ("FAQs") for Shareholders and evoting 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 result of e-voting shall be intimated to BSE Limited and National Stock Exchange of India Limited, where the Company's equity shares are listed, within a period of 2 working days (not exceeding 3 days) from the conclusion of thee-voting; and would also be uploaded on the website of Company atwww.birlasoft.com, the stock exchanges atwww.bseindia.com and www.nseindia.com, and NSDLatwww.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 fore-voting for the resolution set out in the 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 (self-attested scanned copy of PAN card), AADHAR (self-attested 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 + CLIO 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].

For Birlasoft Limited

Place : Pune Date : October 28, 2025

Sd/- Sneha Padve Company Secretary & Compliance Officer Membership No.: A9678

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 result of e-voting shall be intimated to BSE Limited and National Stock Exchange of India Limited, where the Company's equity shares are listed, within a period of 2 working days (not exceeding 3 days) from the conclusion of thee-voting; and would also be uploaded on the website of Company atwww.birlasoft.com, the stock exchanges atwww.bseindia.com and www.nseindia.com, and NSDLatwww.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 a-voting for the resolution set out in the 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 (self-attested scanned copy of PAN card), AADHAR (self-attested 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 + CUD 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].

For Birlasoft Limited

Place : Pune Date : October 28, 2025

Sd/- Sneha Padve Company Secretary & Compliance Officer Membership No.: A9678