Consolidated voting results and scrutiniser's report of adjourned 105th agm

Birla Corporation Limited

Corporate Office:

1, Shakespeare Sarani,

A.C. Market (2ndFloor), Kolkata 700 071

P: 033 6603 3300-02

F: +91 332288 4426

E: Coordinator@birlacorp.com

24th December, 2025

Dear Sir(s),

In terms of Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 please find enclosed herewith the Voting Results of the business transacted at the Adjourned 105th Annual General Meeting of the Company held on Monday, 22nd December, 2025 at 10.30 a.m. (IST) at Gyan Manch, 11, Pretoria Street, Kolkata - 700071.

This is to inform you that the Hon'ble High Court at Calcutta vide its Order dated 22nd December, 2025 has recorded that the results of voting in respect of Resolution No. 5 pertaining to the adoption of the amended Articles of Association be published. On the submissions made by the Counsel appearing for the Company, it has been further recorded that in the event the agenda is passed by majority, the amended Articles of Association shall not take effect before a month. The Hon'ble High Court directed that within a month from date, i.e. before the amended Articles of Association is given effect to, the learned appeal court must dispose of the Misc. Appeals. The casting of votes, the result and all steps that may have been subsequent thereto, shall abide by results of the Misc. Appeals.

We are also enclosing the consolidated report of the Scrutinizer on remote e-voting and voting conducted through ballot/polling paper at the said Adjourned Annual General Meeting.

This is for your information and record. Thanking you,

Yours faithfully,

For BIRLA CORPORATION LIMITED

MANOJ

Digitally signed by MANOJ

MEHTA Date: 2025.12.24

MEHTA

16:06:44 +05'30'

(MANOJ KUMAR MEHTA)

Company Secretary & Legal Head Encl: As above

Registered Office: Birla Building, 9/1 R. N. Mukherjee Road, Kolkata-700001 | CIN: L01132WB1919PLC003334 | | www.birlacorporation.com| P: 033 6616 6745/6826; F+91 33 2248 2872/7983

DETAIL OF VOTING RESULTS

MANO Digitally signed

by MANOJ

J

MEHTA

MEHTA16:07:05 +05'30'

Date: 2025.12.24

BIRLA CORPORATION LTD.

Resolution No. 1

Digitally signed

MANOJ by MANOJ

MEHTA

MEHTA Date:

2025.12.24

16:07:23 +05'30'

CONSOLIDATED SCRUTINIZER'S REPORT OF

Adjourr1ed 105h Aimual General Meeting Held on Monday; g5rd December7go�5 At ··Gyan Manch';

117Pretoria Street7 Kolkata - 700071 at 10:S0A.M

PRACTISING COMPANY SECRETARIES DIAMOND PRESTIGE

41A, A J C BOSE ROAD KOLKATA- 700017, INDIA PHONE NO.: 033-40616033/34/35

E- MAIL: anilmurarka@gmail.com

Consolidated Scrutinizer's Report on Adjourned 105thAGM of "Bir/a Corporation Ltd." held on 22ndDecember, 2025.

A MURARKA 8 CO

Company Secretaries

" DIAMOND PRESTIGE "

41-A, A. J.C. Bose Road, 3rd Floor

Suite No : 301, Kolkata - 700 017 • India Phone : 0-33-4061 6033/34/35

Fax : +91-33-4061-6033

E-mail : anilmurarka@gmail.com

[Pursuant to Section 108 of the Companies Act, 2013, as amended, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended]

The Managing Director & Chief Executive Officer

Adjourned 105th Annual General Meeting of the Members of Birla Corporation Limited

Held on: Monday, 22nd December, 2025 at 10:30 A.M. At: Gyan Manch,

11, Pretoria Street,

Kolkata - 700071

Dear Sir,

Sub: Consolidated Scrutinizer's Report on Remote E-Voting and Voting through Polling Paper in relation to the Adjourned 105th Annual General Meeting of the Members of "Birla Corporation Limited".

A. APPOINTMENT

1. I, Anil Kumar Murarka, a Company Secretary in Practice, having FCS No.: 3150 & CoP No.: 1857, was appointed as a Scrutinizer by the Board of Directors of Birla Corporation Limited (the Company) at their Meeting held on 9th May, 2025 for the purpose of Scrutinizing the remote e-voting and voting through ballot/polling paper at the venue of the original 105th (Hundred and Fifth) Annual General Meeting (AGM) held on 15th September, 2025 in a fair and transparent manner for ascertaining the requisite majority;

2. I continued to act as the Scrutinizer for the Adjourned 105th AGM which was originally convened on Monday, 15th September, 2025 at 10.30 a.m. (1ST), wherein the consideration of the Item No. 5 of the business as set out in the Notice of AGM dated 9th May, 2025 was adjourned sine die. The Adjourned 105th AGM was held on Monday, the 22nd December, 2025 at Gyan Manch, 11, Pretoria Street, Kolkata-700071;

3. My appointment as a Scrutinizer was under the provisions of Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended ("the Rules");

4. The Notice of Adjourned 105th AGM of the Members of the Company was placed on the website of the Company at: www.birlacorporation.com and on the website 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 Central Depository Services (India) Limited (CDSL) at www.evotingindia.com, being the agency appointed by the Company to provide facility to its Members to exercise their right to vote on the resolution contained in the Notice using an electronic voting system.

... 2

Company Secretaries

::2::

" DIAMOND PRESTIGE

41-A, A. J. C. Bose Road, 3rd Floor

Suite No : 301, Kolkata - 700 017 • India Phone : 0-33-4061 6033/34/35

Fax +91-33-4061-6033

E-mail anilmurarka@gmail.com

8. MANAGEMENT'S RESPONSIBILITY

The management of the Company is responsible to ensure the compliance with the requirements of:

(i) the Companies Act, 2013 and the Rules made thereunder as amended ("the Act");

.(ii) Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015, as amended ("SEBI LODR");

(iii) the SEBI Circulars; and

(iv) Secretarial Standard on General Meetings (SS-2) issued by The Institute of Company Secretaries of India;

relating to remote e-voting and voting through ballot/polling papers at the venue of the Adjourned AGM on the Resolution contained in the Notice calling the said Adjourned 105th AGM.

1. SCRUTINIZER'S RESPONSIBILITY

   My responsibility as a Scrutinizer for the remote e-voting and voting through ballot/polling papers during the meeting on the date of Adjourned 105th AGM was restricted to making a Consolidated Scrutinizer's Report of the votes cast in "favour" or "against" the Resolution contained in the Notice of Adjourned 105th AGM. The said Report has been prepared on the basis of the reports generated from the e-voting system provided by CDSL, the Agency authorised under the Rules and engaged by the Company to provide voting facilities by remote e-voting and on basis of voting through ballot/polling papers at the venue of the Adjourned 105th AGM which was facilitated based on the data maintained by KFin Technologies Limited, Registrar & Transfer Agent ("RTA") of the Company.

2. CUT-OFF DATE

   1. In compliance with the Regulation 36(1 )(a) of SEBI LODR, the Company has sent Notice dated 27th November, 2025 of the Adjourned 105th AGM through electronic mode on 28th Novembe_r, 2025 to those Members whose e-mail addresses were registered with the Company/ RTA/ Depository Participant(s) ("DPs");

   2. For members who have not registered their email addresses, physical copy of the Notice of Adjourned 105th AGM was sent by the permitted mode;

   3. The Company had provided the facility of voting on the Resolution proposed in the Notice dated 27th November, 2025 of the Adjourned 105th AGM through remote e-voting and voting through ballot/ polling papers at the venue of the Adjourned 105th AGM to persons who were Members on the cut-off date i.e. Monday, 15th December, 2025.

      ... 3

      Consolidated Scrutinizer's Report on Adjourned 1 Corporation Ltd." held on 22nd December, 2025.

      BRANCH OFFICES: BANGALORE, DELHI, RAIPUR, VISAKHAPATNAM

      
      
      A MURARKA 8 CO

      " DIAMOND PRESTIGE

      41-A, A. J. C. Bose Road, 3rd Floor

      Suite No : 301, Kolkata - 700 017 • India

      Company Secretaries

      WHER� SOLUTIONS MEET REAi.iTV

      ::3::

      Phone : 0-33-4061 6033/34/35 Fax : +91-33-4061-6033

      E-mail : anilmurarka@gmail.com

3. REMOTE E-VOTING PROCESS

   1. The remote e-voting facility was provided by the Company in compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, SS-2 and Regulation 44 of the SEBI LODR and in terms of SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024;

   2. In accordance with the Notice of the Adjourned 105th AGM and the 'Advertisement' published pursuant to Rule 20(4)(v) of the Companies (Management and Administration) Rules, 2014, in Financial Express in English Language (all editions) and in Aajkaal in Bengali Language (Kolkata edition), the remote e-voting commenced on Friday, 19th December, 2025 at 09:00 AM. (1ST) and ended on Sunday, 21st December, 2025 at 05:00 P.M. (1ST);

   3. I had blocked the Demat Account of 6 (Six) shareholders namely "August Agents Limited, "Insilco Agents Limited", "Laneseda Agents Limited", Hindustan Medical Institution (10 Client Ids), Eastern India Educational Institution and "Belle Vue Clinic" on the CDSL e-voting platform on 18th December, 2025 on the request of those shareholders in view of their complaints of attempt/casting of votes by certain unauthorised & unscrupulous persons in past to prevent illegal and fraudulent e-voting. A detailed note in this connection is mentioned in "Annexure- A" of this Report;

   4. All votes cast through remote e-voting up to 5:00 P.M. (1ST) on Sunday, 21 S1

      December, 2025 in respect of Special Resolution contained in the Notice of Adjourned 105th AGM held on Monday, 22nd December, 2025 have been considered for my scrutiny;

   5. I have obtained a complete record of votes cast by remote e-voting from CDSL which was disabled by CDSL after 5.00 P.M. (1ST) on Sunday,21st December, 2025;

   6. Particulars of all the votes cast through remote e-voting have been entered in a Register separately maintained for the purpose.

4. VOTING AT AGM

   1. The facility for voting through ballot/polling papers was made available at the venue of Adjourned 105th AGM;

   2. Vote through ballot/polling papers of the Members and/or their valid Proxy and/or Authorised Representative of Institutional Investors/Corporate Members who were physically present at the venue of Adjourned 105th AGM and had already cast their vote using remote e-voting were treated as cancelled;

   3. All votes cast through ballot/polling papers in r�spect of Resolution set out at Item No. 1 contained in the Notice of Adjourned 105th AGM held on Monday, 22nd December, 2025 have been considered or my scrutiny;

      ��F>-R!f.1cf ...4

      (i

      Consolidated Scrutinizer's Report on Adjourned 105

      r•ll'J1.w.-•ri11Amf, O

      rporation Ltd." held on 22nd December, 2025.

      
      
      

      A MURARKA 8 CO

      Company Secretaries

      ::4::

      " DIAMOND PRESTIGE "

      41-A, A. J.C. Bose Road, 3rd Floor

      Suite No : 301, Kolkata - 700 017 • India Phone : 0-33-4061 6033/34/35

      Fax +91-33-4061-6033

      E-mail : anilmurarka@gmail.com

   4. No ballot/polling paper was found to be invalid;

   5. I have immediately after the conclusion of voting at the venue of Adjourned 105th AGM, first counted the votes cast through ballot/polling papers and thereafter unblocked the votes cast through remote e-voting, in the presence of the 2 (Two) witnesses who are not in the employment of the Company and/or RTA of the Company namely Ms. Yashika Poddar & Ms. Ankita Agarwal;

      1• '-lo...s. W t4. �o lQ caR (YASHIKA PODDAR)

      2. fuv�� A34u'tw�.

      (ANKITA AGARWAL)

   6. Particulars of all the votes cast through ballot/polling papers have been entered in the register separately maintained for the purpose.

5. REPORT

   My "Consolidated Scrutinizer's Report" on the results of voting through remote e-voting and voting through ballot/polling papers at the venue of the Adjourned 105th AGM, is as under:

   1. ITEM NO. 5 OF ORIGINAL NOTICE OF AGM DATED 9TH MAY, 2025: ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY- SPECIAL RESOLUTION

   R

   Particulars

   Favour

   Against

   Total Valid Votes Cast

   Invalid

   Percentage of Votes Cast

   emote e-voting Polling Paper No. Votes No. Votes No.					Total Votes
   287	21441204	87	29320403	374	50761607
   24	13556915	8	14	32	13556929
   311	34998119	95	29320417	406	64318536
   -	-	-	-	-	-

   (%)

   78.9222

   21. 0778

   100.0000

   -

   Based on the aforesaid result, I report that the Resolution as set out in Item No. 1 of the Notice of the Adjourned 105th AGM has been passed with requisite majority.

6. REQUISITE RECORDS AND DOCUMENTS:

   This Report is to be read along with "Annexure-A" of even date annexed with this Report and it forms an integral part of this Report.

   . ..5

   Consolidated Scrutinizer's Report on Adjourned 10 £.1S'lbf:=gP'R Corporation Ltd." held on 22ndDecember, 2025.

   BRANCH OFFICES: BANGALORE, DELHI, RAIPUR, VISAKHAPATNAM

   
   
   

   A MURARKA 8 CO

   Company Secretaries

   " DIAMOND PRESTIGE "

   41-A, A. J. C. Bose Road, 3rd Floor

   Suite No : 301, Kolkata - 700 017 • India Phone : 0-33-4061 6033/34/35

   Fax : +91-33-4061-6033

   E-mail : anilmurarka@gmail.com

   ::5::

7. SAFE CUSTODY OF RECORDS

   1. The list of Members who participated in the remote e-voting and voting through ballot/ polling papers at the venue of the Adjourned 105th AGM is being shared with the Company Secretary & Legal Head of the Company;

   2. The electronic data and all other relevant records relating to the remote e-voting and voting through ballot/polling papers at the venue of the Adjourned 105th AGM is under my safe custody and will be handed over to the Company Secretary & Legal Head of the Company for preserving safely after the Chairman considers, approves and signs the Minutes of the Adjourned 105th AGM.

8. RESTRICTION ON USE

   This report has been issued at the request of the Company for:

   1. submission to the Stock Exchanges where the securities of the Company are listed;

   2. placing on website of the Company; and

   3. placing on the website of the CDSL.

This report is not to be used for any other purpose or to be distributed by the Company to any other parties. Accordingly, I do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without my prior consent in writing.

Place: Kolkata

Date: 24th December, 2025

Thanking You Yours Faithfully,

(Aw.� FCS No.: 3150

CoP No.: 1857 PR No.: 2199/2022

UDIN: F003150G002715442

I

... 6

1 Consolidated Scrutinizer's Report on Adjourned 105thAGM of "Bir/a Corporation Ltd." held on 22ndDecember, 2025.

BRANCH OFFICES : BANGALORE, DELHI, RAIPUR, VISAKHAPATNAM

A MURARKA 8 CO

Company Secretaries

::6: :

" DIAMOND PRESTIGE

41 -A, A. J. C. Bose Road, 3rd Floor

Suite No : 301 , Kolkata - 700 017 • India Phone : 0-33-4061 6033/34/35

Fax +91 -33-4061 -6033

E-mail anilmurarka@gmail.com

"ANNEXURE-A"

BLOCKIN G AT E-VOTIN G PLATFORM OF CDSL

1. As a Scrutinizer of the Adjourned 105th AGM of "Birla Corporation Limited" (BCL), I have received requests by emails on 16th December, 2025 from the Chairman of the Board of 3 (Three) different Corporate Shareholders namely "August Agents Limited", "Insilco Agents Limited" and "Laneseda Agents Limited" from their registered email Id as per the Master Data of the Companies at the Ministry of Corporate Affairs to block the e-voting in respect of their Company's Demat Account in view of attempt by unauthorised/unscrupulous persons in past to retrieve the e-voting credentials of the Company along with certified true copy of the Boa rd Resolution u/s 11 3 of the Companies Act, 2013 authorising some persons to act as representative in relation to Adjourned AGM of "BC L" and attend the meeting and vote;

2. I have carefully considered the requests along with the Resolutions received in this regard from the aforesaid 3 (Three) Corporate Shareholders and blocked the e-voting on 18th December, 2025 on or around 04:18 PM ;

3. I as a Scrutinizer of the Adjourned 105th AGM of "BCL" also received req uests by an email on 17th December, 2025 from the Trustee and/or Member of the Managing Committee of the 2 (Two) Shareholders (Societies) under 11 (Eleven) different Client Ids namely "Hindustan Medical Institution" and "Eastern India Educational Institution" and an email on 18th December, 2025 from the Trustee and/or Member of the Managing Committee of "Belle Vue Clinic", another Shareholder (Society) to block the e-voting in respect of their Demat Account in view of attempt by unauthorised/unscrupulous persons in past to retrieve their e-voting credentials along with certified true copy of the Resolution passed by their Managing Committee authorising some persons to act as representative in relation to Adjourned AGM of "BCL" and attend the meeting and vote;

4. I have carefully considered the requests received in this regard from the above mentioned 3 (Three) Shareholders (Societies) along with the Resolutions of Managing Com mittee and blocked the e-voting on 18th December, 2025 on or around 04:20 PM;

5. I am also in receipt of 2 (Two) emails on 20th December, 2025 around 1 0:26 AM and 1 (One) email on the same date a round 10:41 AM from "Choudhury's Law Offices" said to be on behalf of the above mentioned 3 (Three) Shareholders (Societies) , all without certified true copy of any Resolution and also marked to others to unblock the e-voting facility in respect of the shares held by these 3 (Three) Shareholders (Societies);

6. I forwarded the above-mentioned emails from "Choudhury's Law Offices" said to be on behalf of these 3 (Three) Shareholders (Societies) to these Shareholders (Societies) at their respective email addresses with a request to clarify it and enlighten me with specific reply on the issue;

   ... 7

   Consolidated Scrutinizer's Report on Adjourned 1051 ration Ltd. " held on 22nd December, 2025.

   BRANCH OFFICES : BAN GALORE, DELHI, RAIPUR, VISAKHAPATNAM

   
   
   A MURARKA 8 CO

   Company Secretaries

   ::7::

   " DIAMOND PRESTIGE "

   41-A, A. J. C. Bose Road, 3rd Floor

   Suite No : 301, Kolkata - 700 017 • India Phone : 0-33-4061 6033/34/35

   Fax +91-33-4061-6033

   E-mail :

7. It has been observed that the emails received from "Choudhu ry's Law Offices" said to be on behalf of these 3 (Three) Shareholders (Societies) do not clarify about the authority to them to issue such emails;

8. In response to my above-mentioned emails to these 3 (Three) Shareholders (Societies), I received emails from them instructing their advocate Sinha & Company at "saubhikchowdhury@sinhaco.com" to give an appropriate reply;

9. I have received emails from Sinha & Company (saubhikchowdhury@sinhaco.com) on 22nd December, 2025 before the start of Adjourned 1 05th AGM in respect of 3 (Three) Shareholders (Societies) addressed to Choudhury's Law Offices (debartha@clolawoffices) with a copy to others challenging the authority to issue such emails on 20th December, 2025 and calling upon them to desist from issuing such emails;

10. It is pertinent to mention here that after careful consideration, I have taken in to account the votes cast through balloUpolling papers by these 3(Three) Shareholders (Societies) and 3(Three) Corporate Shareholders at the venue of Adjourned 1 05th AGM; and

11. My Report on the Adjourned 1 05th AG M of "BCL" is based on the aforesaid facts as mentioned hereinabove in respect of these 3 (Three) Shareholders (Societies) and 3 (Three) Corporate Shareholders and this annexure forms an integral part of my Report.

Place: Kolkata

Date: 24th December, 2025

I[ UMAR MURARKA) FCS No.: 3150

CoP No.: 1 857

PR No.: 21 99/2022 UDIN: F0031 50G00271 5442

Consolidated Scrutinizer's Report on Adjourned 105thAGM of "Bir/a Corporation Ltd. " held on 22nd December, 2025.

BRANCH OFFICES : BANGALORE, DELHI , RAIPUR, VISAKHAPATNAM