BIRLASOFT LIMITED — Proxy Solicitation & Information Statement 2025

Oct 28, 2025

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October 28, 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 Scrip Code: 532400

Kind Attn: The Manager, Department of Corporate Services

Symbol: BSOFT Series: EQ Kind Attn: The Manager, Listing Department

Subject: - Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“the SEBI (LODR) Regulations, 2015”] – Postal Ballot Notice

Dear Sir / Madam,

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015, we enclose a copy of Postal Ballot Notice dated September 27, 2025 (“Notice”), to seek the approval of the Members of the Company 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, by way of Postal Ballot by voting through electronic means only ("e-voting").

In accordance with the Circulars issued by the Ministry of Corporate Affairs, from time to time, the Notice is being sent to Members only in electronic form to the email addresses registered with their Depository Participants (in case of electronic shareholding)/the Company’s Registrar and Transfer Agent (in case of physical shareholding) and whose names are recorded in the Register of Members/List of Beneficial Owners as on Wednesday, October 22, 2025 (“Cut-Off date”). The Company has also made arrangements for those Members who have not yet registered their email address to get the same registered by following the procedure prescribed in the Notice.

The Company has engaged the services of National Securities Depositories Limited (“NSDL”) to provide e-voting facility to its Members. The voting rights of the Members shall be in proportion to their holding of Equity Shares with the paid-up equity share capital of the Company as on the Cut-Off date. The remote e-voting period shall commence at 9 am IST on Wednesday, October 29, 2025, and shall end at 5 pm IST on Thursday, November 27, 2025.

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This Notice is also available on the Company’s website at www.birlasoft.com and on the website of NSDL at www.evoting.nsdl.com.

This is for your information and records.

Thanking you.

Yours faithfully,

For Birlasoft Limited Sneha Digitally signed by Sneha Prashant Prashant Padve Date: 2025.10.28 Padve 17:30:41 +05'30' Sneha Padve

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Company Secretary & Compliance Officer Membership No. ACS 9678

Encl.: - As mentioned above.

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BIRLASOFT LIMITED CIN: L72200PN1990PLC059594

Registered Office: 35 & 36, Rajiv Gandhi Infotech Park, Phase - I, MIDC, Hinjawadi, Pune – 411057.Tel.: +91-20-66525000; E-mail: secretarial@birlasoft.com; Website: www.birlasoft.com

Postal Ballot Notice

Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 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, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 03/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024, 03/2025 dated September 22, 2025 and read with other relevant circulars, issued by the Ministry of Corporate Affairs (collectively referred to as “ MCA Circulars ”) and Securities and Exchange Board of India (“ SEBI ”) Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 (“ SEBI Circular ”), 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 ” ) , that the re-appointment of Angan Guha (DIN: 09791436) as the Chief Executive Officer (“CEO”) and Managing Director (“MD”) of the Company, for a period of 2 (two) years with effect from December 1, 2025 and remuneration payable to him is proposed to be passed by way of Postal Ballot by voting through electronic means only (“ e-voting ” / “ remote e-voting ”).

An Explanatory Statement pursuant to Sections 102, 110, and other applicable provisions, if any, of the Act and SEBI LODR, pertaining to the said resolution setting out the material facts and the reasons thereof is annexed to the Notice for your consideration.

Pursuant to Rule 22(5) of the Management Rules, Jayavant Bhave - Proprietor of J. B. Bhave & Co. Company Secretaries (Membership No. – F4266), has been appointed as the “ Scrutinizer ”, to scrutinize the e-voting process in a fair and transparent manner.

The remote e-voting period will commence from 9 am IST on Wednesday, October 29, 2025, and will end at 5 pm IST on Thursday, November 27, 2025. Members are requested to peruse the proposed resolution along with the explanatory statement, carefully read the instructions in the Notes to this Notice, and cast their vote electronically by indicating Assent (For) or Dissent (Against) for the said Resolution not later than 5 pm IST on Thursday, November 27, 2025 (the last day to cast a vote electronically).

Upon completion of the scrutiny of e-voting, the Scrutinizer will submit a report to the Chairman or to any other person of the Company duly authorized by the Chairman in this regard, who shall countersign the same. 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 the e-voting. The results will also be uploaded on the websites of the Company at www.birlasoft.com, the stock exchanges at www.bseindia.com and www.nseindia.com and

National Securities Depository Limited at www.evoting.nsdl.com .

The resolution, if passed by the requisite majority, shall be deemed to have been passed on Thursday, November 27, 2025, i.e. the last date specified for e-voting.

PROPOSED RESOLUTION

Re-appointment of Angan Guha (DIN: 09791436) as the Chief Executive Officer and Managing Director of the Company

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Schedule V thereof and the rules, circulars, orders and notifications made or issued thereunder and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), in accordance with the Articles of Association of the Company, Nomination and Remuneration Policy and based on the recommendation of the Nomination & Remuneration Committee (hereinafter referred to as “the NRC”) and approval of the Board of Directors of the Company (hereinafter referred to as “the Board”), and subject to completion of the necessary statutory formalities, the approval of the Central Government and such other authorities as may be required, approval of the Members of the Company be and is hereby accorded to the re-appointment of Angan Guha (DIN: 09791436) as the Chief Executive Officer & Managing Director of the Company, for a further period of 2 (two) years with effect from December 1, 2025, on the terms and conditions including remuneration, as contained in the agreement to be entered into between the Company and Angan Guha, material terms of which are set out in the explanatory statement attached hereto, with liberty to the Board (which includes NRC) to alter and vary from time to time, the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Angan Guha, subject to the same not exceeding the applicable limits as specified in Section 197 read with Schedule V of the Act or any statutory modification(s) or re-enactment(s) thereto.

RESOLVED FURTHER THAT Angan Guha shall continue to be liable to retire by rotation and this re-appointment shall be subject to his continuance as a Director of the Company during the tenure of this re-appointment.

RESOLVED FURTHER THAT any one Director, the Chief Financial Officer, the Chief Human Resources 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 usual and expedient to implement this decision.”

By order of the Board of Directors For Birlasoft Limited

Sneha Padve Company Secretary Membership Number: A9678 September 27, 2025 Registered Office: 35 & 36, Rajiv Gandhi Infotech Park, Phase - I, MIDC, Hinjawadi, Pune – 411057. CIN: L72200PN1990PLC059594 Tel.: +91-20-66525000 E-mail: secretarial@birlasoft.com Website: www.birlasoft.com

Notes:

1. An Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and SEBI LODR setting out material facts pertaining to the resolution, is annexed hereto for your consideration and forms part of this Notice.

2. The relevant details, pursuant to the provisions of SEBI LODR and SS-2, in respect of the Director seeking re-appointment are also annexed hereto.

3. 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.

4. The Notice is being sent to all the Members, whose names appear on the Register of Members/List of Beneficial Owners as on Wednesday, October 22, 2025, as received from National Securities Depository Limited (“ NSDL ”) and Central Depository Services Limited (collectively referred to as “ Depositories ”). In compliance with MCA Circulars, the Notice is being sent to Members only in electronic form to the e-mail addresses registered with their Depository Participants (“DPs”) (in case of electronic shareholding)/the Company’s RTA (in case of physical shareholding). Physical copies of the Notice, postal ballot forms and pre-paid business envelope are not being sent to the Members for this Postal Ballot. Therefore, those Members who have not yet registered their e-mail addresses are requested to get their e-mail addresses registered by following the procedure given below in the e-voting instructions.

5. 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 i.e., www.evoting.nsdl.com.

6. In compliance with the provisions of Sections 108 and 110 of the Act, read with the Management Rules and Regulation 44 of SEBI LODR, the Company is offering an e-voting facility to all the Members of the Company to enable them to cast their votes electronically. The Company has engaged the services of NSDL to provide e-voting facility to its Members. The instructions for e-voting are annexed to this Notice.

7. The voting rights of the Members shall be in proportion to their holding of Equity Shares with the paid-up equity share capital of the Company as on Wednesday, October 22, 2025, (“ Cut-Off date ”). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off date will be entitled to cast their votes by e-voting. A person who is not a Member as on the Cut-Off date should treat this Notice for information purposes only.

8. The facility to exercise vote by Postal Ballot by voting through electronic means will be available during the following period:

9. Commencement of voting: Wednesday, October 29, 2025 at 9 am IST; End of voting: Thursday, November 27, 2025 at 5 pm IST (both days inclusive).

10. The facility for voting through electronic means will be disabled for voting by NSDL upon expiry of the aforesaid voting period.

11. All the relevant documents referred to in this Notice and explanatory statement shall be available for inspection by the Members through electronic mode up to the last date

specified for e-voting. The Members may write to the Company at secretarial@birlasoft.com in this regard.

1. A Member cannot exercise his/her vote through a proxy on a postal ballot. However, corporate and institutional Members shall be entitled to vote through their authorized representatives. Corporate and institutional Members are requested to provide a proof of authorization (board resolution/authority letter/power attorney, etc.) in favour of their authorised representatives to the scrutinizer through e-mail to jbbhave@gmail.com with a copy marked to evoting@nsdl.com.

2. 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: 020-26161629, E-mail: Investor.helpdesk@in.mpms.mufg.com, in case the shares are held by them in physical form.

3. 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:

4. 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 the 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 - -

5. https://www.birlasoft.com/company/investors/policies reports filings#Shareholders-info.

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

7. 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 or 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.

1. ‘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.

2. 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 SEBI LODR, SEBI has mandated that all requests for the 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.

1. Members are also informed that pursuant to Circular No. SEBI/HO/OIAE/OIAE_IAD1/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_IAD-1/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/policiesreportsfilings#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/KYCdownloads.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.

1. Members are requested to:

2. 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.

3. direct all correspondence related to shares including consolidation of folios, if shareholdings are under multiple folios, to the RTA of the Company.

4. 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.

INSTRUCTIONS FOR ELECTRONIC VOTING BY MEMBERS

- 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 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, 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.

Login method for individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual shareholders holding securities in demat mode with NSDL	1. 2. 3. 4.	For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on 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 ore-voting service provider i.e. NSDLand you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period. ExistingIDeASuser can visit the e-Services website of NSDL viz. https://eservices.nsdl.comeither 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 ore- voting service provider i.e. NSDLand you will be re-directed to e- voting website of NSDL for casting your vote during the remote e-voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://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

	5.	screen. After successful authentication, you will be re-directed to NSDL Depository site wherein you can see e-voting page. Click on Company name ore-voting service provider i.e. NSDLand you will be re- directed to e-voting website of NSDL for casting your vote during the remote e-voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speed-e” facility by scanning the QR code mentioned below for seamless voting experience.
Individual shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi/Easiest facility, can login through their existing User ID and Password. Option will be made available to reach e-voting page without any further authentication. The users to login to Easi/Easiest facility are requested to visit CDSL website www.cdslindia.comand 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. 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.comand 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.comhome 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 (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- voting facility. Upon logging in, you will be able to see e-voting option. Click on e-voting option, you will be re-directed to NSDL/CDSL Depository site after successful authentication, wherein you can see the 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.

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 at evoting@nsdl.comor 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 at helpdesk.evoting@cdslindia.comor contact at toll free no.: 1800-21-09911.

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

How to Log-in to NSDL e-voting website?

1. 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.

2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL e-Services i.e. IDeAS, you can login at https://eservices.nsdl.com/ with your existing IDeAS login. Once you login to NSDL e-Services after using your login credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical	Your User ID is:
a) For members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
b) For members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
c) For members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than individual shareholders are given below:

2. a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your e-mail ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

5. (ii) If your e-mail ID is not registered, please follow steps mentioned below in process for those shareholders whose e-mail IDs are not registered.

6. 1. If you are unable to retrieve or have not received the “initial password” or have forgotten your password:

7. a) Click on “ Forgot User Details/Password? ” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

8. b) “ Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

9. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

10. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.

11. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

12. Now, you will have to click on “Login” button.

13. After you click on the “Login” button, Home page of e-voting will open.

- Step 2: Cast your vote electronically on NSDL e voting system.

How to cast your vote electronically on NSDL e-voting system?

1. 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 is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- voting period.

3. Now you are ready for e-voting as the voting page opens.

4. 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.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members:

1. 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 jbbhave@gmail.com with a copy marked to evoting@nsdl.com. 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.

2. 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.

3. 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 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 resolution set out in this notice :

1. 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 Investor.helpdesk@in.mpms.mufg.com .

2. 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 evoting@nsdl.com. 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 for individual shareholders holding securities in demat mode .

3. Alternatively, shareholder/member may send a request to evoting@nsdl.com for procuring User ID and Password for e-voting by providing above mentioned documents.

4. 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.

By order of the Board of Directors For Birlasoft Limited

Sneha Padve Company Secretary Membership Number: A9678

September 27, 2025

Registered Office: 35 & 36, Rajiv Gandhi Infotech Park, Phase - I, MIDC, Hinjawadi, Pune – 411057. CIN: L72200PN1990PLC059594 Tel.: +91-20-66525000 E-mail: secretarial@birlasoft.com Website: www.birlasoft.com

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE ACT AND SEBI LODR FORMING PART OF THE POSTAL BALLOT NOTICE

The Members of the Company had approved the appointment of Angan Guha (DIN: 09791436) as the Chief Executive Officer (“CEO”) & Managing Director (“MD”) of the Company, for a period of 3 (three) years effective December 1, 2022 up to November 30, 2025, along with the other terms & conditions of appointment, including the remuneration payable to him, which was approved by the Members, vide resolution passed by postal ballot on January 13, 2023. The current term of Angan Guha as the CEO & MD shall expire on November 30, 2025. Further, Angan Guha is also the CEO & MD of Birlasoft Solutions Inc., a wholly-owned subsidiary of Birlasoft Limited.

A brief profile of Angan Guha and additional details as required under Regulation 36 of SEBI LODR and Secretarial Standard on General Meetings, issued by the Institute of Company Secretaries of India are given in Annexure to this Notice.

Brief terms and conditions of Angan’s re-appointment and remuneration as recommended by the Nomination and Remuneration Committee & approved by the Board of Directors, subject to approval of Members are as below:

Remuneration:

• a) Basic salary and allowances in the range of ₹ 3.06 Cr. to ₹ 3.52 Cr. per annum. Within this range, the aggregate of basic salary and allowances may be revised by the Board of Directors or the Nomination and Remuneration Committee of the Board of Directors, from time to time.

• b) The following perquisites shall be allowed to Angan Guha in addition to basic salary and allowances mentioned above:

• Company’s contribution to Provident Fund and Superannuation/Annuity Fund as per the policy of the Company in force, from time to time;

• Gratuity as per the policy of the Company in force, from time to time;

• Encashment of leave as per the rules of the Company in force, from time to time; and

• Group medical insurance and group personal accident insurance as per the policy of the Company in force, from time to time.

• c) Incentive/performance bonus/variable pay (by whatever name called) will be paid based on defined KRAs/BSC/ESG initiatives and his relative performance and will be payable to him as per the incentive policy of the Company. Angan Guha will be eligible to receive annual variable pay consisting of annual target performance bonus of ₹ 1.37 Cr. @100% achievement which can go up to 120% based on the performance. Final variable incentive amount shall be decided by the Board of Directors or the Nomination and Remuneration Committee from time to time.

The performance parameters for variable pay are (1) Revenue and (2) Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margin with a threshold achievement of not less than 90%, below which the payout turns out to be zero.

• d) Grant of 2,85,000 Performance Stock Units (“PSUs/units”) under Birlasoft Share Incentive Plan of the Company which will vest equally over a period of 2 (two) years.

The performance parameters for PSUs are (1) Revenue and (2) Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margin with a threshold achievement of not less than 80%, below which the payout turns out to be zero.

The proposed variable pay, inclusive of perquisite value of PSUs, is over 65% of the total proposed compensation.

As part of the process to arrive at the proposed compensation the Company has considered multiple factors, such as benchmark information related to industry peers and the fact that Angan Guha is based in the United States.

• e) The aggregate of basic salary, allowances, perquisites and variable incentive of Angan Guha, shall not exceed 5% of the net profits of the Company subject to the condition that the total remuneration payable to Angan Guha along with the total remuneration payable to the other Managing Director(s), if any, and the whole-time director(s), if any, together shall not exceed 10% of the net profits of the Company.

Angan Guha shall also be paid the following amounts from Birlasoft Solutions Inc., a wholly-owned subsidiary of the Company, in the capacity of the CEO & MD of Birlasoft Solutions Inc. as per its policy and incentive plan and any revision shall be in line with the decision taken by the Board for Birlasoft Limited, which shall not be more than 15% of the following:

• Annual Base Salary at the rate of $ 8,57,500 per year payable in equal semi-monthly instalments.

• Performance-based incentive of $ 3,67,500.

• Coverage under Medical, Dental and 401 (K) benefits.

• Grant of 6,65,000 Performance Stock Units under Birlasoft Share Incentive Plan of Birlasoft Limited which will vest equally over a period of 2 (two) years.

The performance parameters for variable pay and PSUs are described in the above paragraph.

Other terms:

• a) No sitting fees shall be paid to Angan Guha for attending meetings of the Board of Directors or any Committee of the Board.

• b) The contract of re-appointment of Angan Guha is terminable by either the Board of Directors or by Angan Guha giving to the other party 3 months’ notice in writing. Accordingly, he is not entitled to any additional severance pay.

• c) Angan Guha will continue to be designated as CEO & MD of the Company, and thus a Key Managerial Personnel.

• d) Angan Guha shall continue to be liable to retire by rotation and this re-appointment shall be subject to his continuance as a Director of the Company during the term of this re-appointment.

For purposes of leave accumulation, gratuity, provident fund, superannuation and other benefits, the services of Angan Guha will be considered as continuous and this re-appointment on account of retirement by rotation will not be considered as any break in service.

The Nomination and Remuneration Committee or the Board of Directors of the Company may, at its discretion, revise or restructure the remuneration or revise other terms and conditions, from time to time, in accordance with the provisions of Section 197 of the Act read with Schedule V thereto.

Based on the performance evaluation of Angan as the CEO & MD of the Company, considering his knowledge of various aspects relating to the Company’s affairs, long business experience and his contribution as a leader in the growth of the Company, the Board considers that the continued association of Angan Guha would be in the best interest of the Company.

The Company has received the necessary consent and declarations from Angan Guha and he is not disqualified from being re-appointed as Director in terms of Section 164 of Act.

Angan Guha also satisfies all the applicable conditions for being re-appointed as the CEO & MD of the Company, as set out in sub-section (3) of Section 196 of the Act and Part-I of Schedule V thereto except clause (e) of Part-I of Schedule V.

Even though Angan Guha is an Indian Citizen, he has not been a resident of India as stipulated under Part-I (e) of Schedule V to the Act and hence the Company will be making an application to the Central Government within 90 (ninety) days from the date of his reappointment, for its approval as required under law. Thus, the approval of Members of the Company re-appointing Angan Guha as CEO & MD shall be subject to the approval by the Central Government.

The draft service agreement proposed to be entered into between the Company and Angan Guha is available for inspection by the Members in the manner provided in the Notes to this Notice.

Angan Guha is not related to any other Director or Key Managerial Personnel of the Company or relatives of the Directors or Key Managerial Personnel.

Except Angan Guha and his relatives, none of the other 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 Ordinary Resolution as set out in the accompanying Notice for approval of Members of the Company.

For any queries, clarifications or grievances related to the postal ballot process, electronic voting process, etc. Members may contact the following:

Sneha Padve Company Secretary Tel.: +91-20-66525000 Email: secretarial@birlasoft.com

By order of the Board of Directors For Birlasoft Limited

Sneha Padve Company Secretary Membership Number: A9678

September 27, 2025

Registered Office: 35 & 36, Rajiv Gandhi Infotech Park, Phase - I, MIDC, Hinjawadi, Pune – 411057. CIN: L72200PN1990PLC059594 Tel.: +91-20-66525000 E-mail: secretarial@birlasoft.com Website: www.birlasoft.com

ADDITIONAL INFORMATION ON DIRECTOR SEEKING RE-APPOINTMENT

Details of Director seeking re-appointment pursuant to 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

Secretaries of India
Name	Angan Guha
Director IdentificationNumber	09791436
Age (in years)	56
Qualification	Angan Guha holds 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 & MD 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. An Electronics Engineer from the University of Pune, Angan has also completed an executive programme in management from the Booth School of Business, University of Chicago. Angan is a Member of Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the Company.
Date of first appointment	December 1, 2022
Terms and conditions of re- appointment	Terms and conditions of re-appointment and proposed remuneration of Angan Guha are specified in the resolution set out in the explanatory statement annexed to this postal ballotnotice.
Remuneration last drawn (FY 2024 -25)	Remuneration: ₹ 11.73 Mn Perquisites: ₹ 431.72 Mn Total: ₹ 443.45 Mn Perquisite value is on account of shares allotted during FY 2024-25 under ESOP Scheme of the Company.
Remuneration proposed to be given	Kindly refer the Explanatory Statement annexed to this Notice.
Number of Board meetings of the Company attended during the year	3
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	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	5,68,982
Relationship with other Directors and Key Managerial Personnel or their respectiverelatives	N.A.