Meeting Details
- Date and Time: Monday, July 27, 2026, at 2.30 pm Indian Standard Time (IST).
- Location: The meeting will be held entirely through Video Conferencing/Other Audio-Visual Means (VC/OAVM) facility. The deemed venue is the Registered Office of the Company at 35 & 36, Rajiv Gandhi Infotech Park, Phase – I, MIDC, Hinjawadi, Pune – 411057, India.
- Type of Meeting: 35th Annual General Meeting.
Summary of Proposed Resolutions
The AGM will transact the following Ordinary Business:
1. Adoption of Audited Financial Statements – Standalone
Resolution: To receive, consider, and adopt the audited Standalone Financial Statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and the Auditors.
Type: Ordinary Resolution.
2. Adoption of Audited Financial Statements – Consolidated
Resolution: To receive, consider, and adopt the audited Consolidated Financial Statements for the financial year ended March 31, 2026, along with the report of the Auditors.
Type: Ordinary Resolution.
3. Confirmation of Interim Dividend and Declaration of Final Dividend
Resolution: To confirm the payment of an interim dividend of ₹2.50 (125%) per equity share (face value ₹2 each) approved by the Board on November 6, 2025, and to declare a final dividend of ₹4 (200%) per equity share for FY 2025-26.
Implications: The final dividend will be paid to members on the Register of Members as of the Record Date, Friday, July 10, 2026, subject to TDS deduction. Payment will be made electronically only; no physical instruments will be issued.
Type: Ordinary Resolution.
4. Re-appointment of CK Birla as a Director
Resolution: To re-appoint CK Birla (DIN: 00118473), who retires by rotation and is eligible for re-appointment.
Implications: His re-appointment is based on the recommendation of the Nomination and Remuneration Committee and the Board. His profile details are provided, including his directorship in other listed entities: Orient Paper & Industries Limited, Orient Electric Limited, and BirlaNu Limited. He holds no shares in Birlasoft Limited.
Type: Ordinary Resolution.
Voting Process and Methods
The entire voting process will be conducted electronically.
- Service Provider: National Securities Depository Limited (NSDL) is the authorized agency for conducting the AGM and providing the e-voting facility.
- Voting Methods:
- Remote e-voting: Commences on Wednesday, July 22, 2026 (9 am IST) and ends on Sunday, July 26, 2026 (5 pm IST).
- E-voting at the AGM: Available for members who have not voted remotely and are present at the virtual meeting.
- Cut-off Date: Monday, July 20, 2026, is the date for determining eligibility to vote.
- Scrutinizer: Jayavant Bhave, Proprietor of J. B. Bhave & Co., Company Secretaries (Membership No.: F4266), has been appointed to scrutinize the e-voting process in a fair and transparent manner. He will submit a consolidated report to the Chairman after the AGM.
- Result Declaration: The results, along with the Scrutinizer's report, will be forwarded to the stock exchanges (BSE and NSE) and placed on the company's website (www.birlasoft.com) and NSDL's website (www.evoting.nsdl.com).
Key Voting Information
- Eligibility: Members registered in the Register of Members or as Beneficial Owners as of the Cut-off Date (July 20, 2026).
- Voting Rights: Proportional to the number of shares held as of the Cut-off Date.
- Participation Restriction: Members who cast their vote via remote e-voting may attend the AGM but cannot vote again.
- Quorum: Attendance of members participating through VC/OAVM will be counted for quorum under Section 103 of the Companies Act, 2013.
- Proxy: The facility for appointment of proxies is not available for this virtual meeting.
Compliance with Laws and Regulations
The notice confirms compliance with:
- The Companies Act, 2013.
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
- Ministry of Corporate Affairs General Circular No. 03/2025 dated September 22, 2025, regarding virtual AGMs.
Additional Financial and Procedural Information
- Dividend Payment: The final dividend, if approved, will be paid within 30 days of declaration, after deducting TDS at applicable rates. The company emphasizes that dividends will not be paid by physical cheque to shareholders whose bank details are not updated.
- TDS on Dividend: Detailed annexure provided with TDS rates for various categories of shareholders (resident and non-resident). The default rate is 10% for residents with a valid PAN. Members must upload required documents (e.g., Form 12B, tax residency certificates) on the RTA portal (https://web.in.mpms.mufg.com/formsreg/submission-of-Form-12B-41.html) by July 10, 2026 (6 pm IST).
- Unclaimed Dividend: The company has transferred unpaid dividends for FY 2017-18, amounting to ₹6,59,877.60 and 13,450 corresponding shares, to the Investor Education and Protection Fund (IEPF).
- KYC Compliance: Members are urged to update their KYC details (PAN, address, bank account, nomination) with the RTA (for physical shares) or their Depository Participant (for demat shares) to ensure seamless receipt of dividends and other communications.
- Dematerialization: Members holding physical shares are strongly advised to dematerialize them, as all service requests (transmission, transposition) and securities issuance will be processed only in dematerialized form, per SEBI regulations.