Birlasoft Ltd Directors Report

Dear Members,

The Directors are pleased to present the 33^rd Annual Report on the business and operations of Birlasoft Limited, along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

Summary of Financial Performance

The financial performance of Birlasoft Limited ("Birlasoft" or "the Company") for the financial year ended March 31, 2024, is summarized below:

( in million)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	26,445	24,172	52,781	47,948
Earnings Before Interest, Depreciation and Tax	3,812	3,188	8,362	5,205
Less: Interest	69	98	199	186
Less: Depreciation	763	759	850	823
Add: Other Income	983	342	1,035	228
Profit before tax	3,962	2,672	8,348	4,424
Less: Taxes	975	668	2,110	1,108
Profit for the Year	2,987	2,004	6,238	3,316
Other Comprehensive Income/(Loss) net of tax	8	(108)	244	913
Total Comprehensive Income for the year	2,996	1,896	6,482	4,228

Business Performance

Birlasoft registered a robust operating performance for the year under review (FY24), delivering both revenue growth as well as margin expansion in the face of continued macro uncertainty and shifts in customer priorities towards higher cost efficiencies in an elevated interest rate environment. This was made possible by a strong focus on execution, enhanced customer-centricity, and a sharper go-to-market strategy brought in by the Companys management team.

Revenues for the year under review, on a consolidated basis, grew by 10.1% to 52,781 million from 47,948 million in the previous year. Earnings before interest, tax, depreciation, and amortization (EBITDA) stood at 8,362 million ( 5,205 million in FY23). Net Profit after tax stood at 6,238 million ( 3,316 million in FY23), translating into a basic earnings per share of 22.54 for the year ( 11.96 in FY23).

On a standalone basis, revenue from operations increased by 9.4% to 26,445 million in FY24 from 24,172 million in the previous year. Net Profit after tax stood at 2,987 million ( 2,004 million in FY23).

The financial performance of the Company during the year under review, both consolidated and standalone, reflects the discontinuation of revenue pertaining to Invacare Corporation (Invacare), a US-based customer, that filed a petition for relief under Chapter 11 of Bankruptcy Code in the United States Bankruptcy Court, on February 1, 2023. In April 2023, the Companys wholly owned subsidiary Birlasoft Solutions Inc. entered into a Settlement and Mutual Release Agreement with Invacare. Pursuant to this Settlement Agreement, Birlasoft Solutions Inc. received $ 2 million for Disengagement Services. This Settlement Agreement allowed the Company to put the uncertainties around this account behind, enabling the management team to focus completely on driving business growth. The Company also received an additional $ 2 million as proceeds from an insurance claim that it was able to make, pertaining to this engagement.

On a like-to-like basis, after excluding the revenue contribution from the above-mentioned customer that was recorded in FY23, growth during the year under review was higher at 12.7% on a consolidated basis and 10.4% on a standalone basis.

From organisational, talent, and capabilities perspective, Birlasoft made significant progress during the period under review in re-organising itself for better effectiveness, reinforcing its leadership on both the sales and delivery fronts, and investing in creating or scaling up capabilities that will be enablers for its long-term growth. The Company now has all the key leaders in place for its two-geography organization – the Americas and Rest Of the World (ROW) that includes the UK, Europe and APAC – and for its unified delivery team.

During FY24 the Company also undertook several actions and initiatives aimed at securing its long-term profitable growth objectives. This includes building a team that excels at execution, fostering a culture that drives greater accountability, and creating or scaling-up capabilities in technologies that will drive future growth. Generative AI is one such area, where Birlasoft has been an early adopter. During the year under review, Birlasoft established a Generative AI Center of Excellence in collaboration with Microsoft to accelerate value creation and foster innovation in the adoption of Generative AI.

At the same time, the Company also continued with its ongoing initiatives to attract, train, and retain its talent pool. This is reflected in a significant improvement in attrition rates and becoming Great Place to Work? Certified for the third consecutive year.

The Companys strategy of leveraging its strengths, growing its existing accounts and securing new high-potential engagements has been playing out well as visible in its deal wins that amounted to a Total Contract Value (TCV) of $ 875 million during the year under review. These wins include one of the largest deals that the Company has ever won, with a TCV of more than $ 100 million over 5 years from a Fortune 500 corporation in North America. The ability to secure such deals demonstrates the Companys ability to go after and close complex deals in a highly competitive environment.

The Management Discussion & Analysis of the Companys business, industry, and performance, appears separately in this Annual Report.

Dividend

During the year under review, the Board of Directors of the Company (the "Board") declared an 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.

Further, the Directors are pleased to recommend final dividend of 4/- (200%) per equity share of face value of 2/- each for the financial year ended March 31, 2024, subject to approval of the Members at the ensuing Annual General Meeting ("AGM") of the Company.

The total dividend amount for the financial year 2023-24, including the proposed final dividend, amounts to 6.50/- per equity share of the face value of 2/- each.

Pursuant to the provisions of the Income-tax Act, 1961, dividend paid or distributed by the companies shall be taxable in the hands of the Members. The Company shall, accordingly, make the payment of dividend after deduction of tax at source, at the rates prescribed therein. For further details on taxability, please refer the "Annexure – TDS on Dividend", which forms part of this Annual Report.

The Record Date for determining the entitlement of the Members to the final dividend for the financial year 2023-24, if approved by the Members at the AGM, is Friday, July 12, 2024.

The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulations, 2015"), is available on the Companys website at https://www.birlasoft.com/ company/investors/policies-reports-filings.

Share Capital

During the year under review, the Company allotted 1,066,874 equity shares of 2/- each, under its Employees Stock Option Plans. The issued, subscribed and paid-up capital of the Company, as on March 31, 2024, is 551,874,842/-, consisting of 275,937,421 equity shares of 2/- each.

Transfer to General Reserve

During the year under review, the Company has not transferred any amount to General Reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please refer to the ‘Statement of Changes in Equity included in the standalone and consolidated financial statements which forms part of this Annual Report.

Credit Rating

The Company has been rated by CARE Ratings Limited ("Credit Rating Agency"), as below:

Facilities	Rating
Long-term Bank Facilities	CARE AA; Stable
Long-term/Short-term Bank	CARE AA; Stable/CARE A1+
Facilities
Short-term Bank Facilities	CARE A1+

Quality and Information Security

We continue to improve our quality focus through internal initiatives and by getting assessed against international standards. During the current Voice of Customer ("VOC") cycle, our customers have appreciated the value delivered by Project teams and have rated them on an average at 4.67 on a scale of 1-5, 5 being the highest. This further strengthens our resolve to make societies more productive by helping customers run businesses more efficiently.

In line with our focus to be assessed against international standards, Birlasoft is appraised for CMMI-DEV? (Development)

& CMMI-SVC? (Services) V3.0 at Maturity Level 5. This milestone is testimony to our commitment to continuously improve on our quality & operational processes, while at the same time, strengthening our delivery capabilities to meet customer expectations. Our Quality Management System is certified for ISO 9001:2015 and Information Technology Service Management System is certified for ISO 20000:2018 and this reflects the Companys belief in delivering the right quality.

Birlasoft continued to maintain a mature Information Security Management System & Privacy Information Management System in support of our hybrid workforce, providing improved user experience and security at the edge. We continued to remain ever vigilant of the evolving threat landscape globally and made investments in modern technologies and improved processes, whilst adopting automation to stay abreast of new and emerging threats. We continue to be certified against the Information Security Management System Standard - ISO 27001:2013 and Privacy Information Management System Standard - ISO 27701:2019. Further, as per SSAE 18 SOC 2 Type 2 criteria, the Companys service commitments and system requirements were achieved, which has also been validated by an independent audit firm. During the year, our focus on improved cybersecurity personnel training, reskilling, and improving the security culture, went ahead as planned.

Productivity

The Company is committed to productivity improvements to create a future abundant with a wealth of knowledge. Multiple initiatives like Knowledge Management, bRight, UREKA, and Value IN Customers Interest ("VINCI") enable the Company to harness latent knowledge in the organization and mobilize it. bRight is an initiative that has been introduced to celebrate our accounts with exemplary performance, cross-account learning opportunities through eight different themes. Delivery Process Automation has been introduced to improve the project or program execution efficiency. A brand-new knowledge management repository has grown to a level where the Company can showcase efficiencies in the deliverables translating into real value for customers. Re-usability of case-studies as a new key factor will be benefitting the teams within Birlasoft.

Institutional Shareholding

As on March 31, 2024, the total Institutional Shareholding in the Company was 42.1% of the total paid-up equity share capital.

Subsidiaries, Associates and Joint Venture Companies

As on March 31, 2024, the Company has 13 subsidiaries, including step-down subsidiaries. The Company has two material subsidiaries, viz., Birlasoft Solutions Inc. & Birlasoft Inc., details of which are given in the Corporate Governance Report.

Further, Enablepath, LLC, a step-down subsidiary of the Company merged with Birlasoft Inc. (wholly owned subsidiary of the Company) w.e.f. April 1, 2023.

As per Section 129(3) of the Companies Act, 2013 ("the Act"), consolidated financial statements of the Company and all its subsidiaries have been prepared, and the same form a part of this Annual Report. In terms of Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries, in Form AOC-1, is annexed to this Report as "Annexure 1".

In accordance with Section 136(1) of the Act, this Annual Report of the Company, containing the standalone and the consolidated financial statements and all other documents required to be attached thereto has been placed on the website of the Company at www.birlasoft.com.

During the financial year 2023-24, the Company had no Associate or Joint Venture company.

Board of Directors, its Committees and Meetings thereof

The Companys Board has an optimal combination of executive, non-executive and independent directors (including three women directors) who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of all stakeholders.

The Board has following Committees:

? Audit Committee;

? Stakeholders Relationship Committee;

? Nomination and Remuneration Committee;

? Corporate Social Responsibility Committee; and

? Risk Management Committee.

The Board meets once every quarter. Additional meetings of the Board/Committees are convened as may be necessary for the proper management of the business operations of the Company. A separate meeting of Independent Directors is also held at least once in a year to review the performance of Non-Independent Directors, the Board as a whole and the Chairman.

During the year, six Board meetings were held on May 8, 2023, July 27, 2023, October 31, 2023, January 16, 2024, January 24, 2024, and March 27, 2024. The maximum gap between any two consecutive meetings was within the period prescribed under the Act and SEBI (LODR) Regulations, 2015.

A detailed update on the Board and its Committees composition, meetings held and attendance of the Directors at these meetings is provided in the Corporate Governance Report, which forms a part of this Annual Report.

Directors and Key Managerial Personnel ("KMP") Appointments

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors approved the appointments of:

1. Satyavati Berera (DIN: 05002709) as Non-Executive, Independent Director effective October 31, 2023 for a term of 5 (five) years till October 30, 2028. The said appointment was further approved by the Members on January 18, 2024.

2. Nidhi Killawala (DIN: 05182060) as Non-Executive, Independent Director effective December 15, 2023 for a term of 5 (five) years till December 14, 2028. The said appointment was further approved by the Members on January 18, 2024.

3. Manish Choksi (DIN: 00026496) as Non-Executive, Independent Director effective January 16, 2024 for a term of 5 (five) years till January 15, 2029. The said appointment was further approved by the Members on March 21, 2024.

Retirement by Rotation

In accordance with Section 152 of the Act, Amita Birla

(DIN: 00837718), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The Nomination and Remuneration Committee & the Board recommends the resolution for her re-appointment for the approval of the Members at the ensuing AGM. A brief profile and other details relating to re-appointment of Amita Birla are provided in this Annual Report.

None of the Directors are disqualified under Section 164(2) of the Act.

Retirement on completion of term as Independent Director

1. Alka Bharucha (DIN: 00114067), Non-Executive, Independent Director, completed her tenure on May 22, 2023.

2. Ashok Kumar Barat (DIN: 00492930) & Nandita Gurjar (DIN: 01318683), Non-Executive, Independent Directors, completed their term on January 14, 2024.

The above-mentioned Directors have ceased to be Directors of the Company. The Board placed on record their appreciation for the valuable contribution made by the retiring Directors during their tenure with the Company.

The following persons are currently designated as KMP of the Company pursuant to Sections 2(51) and 203 of the Act, read with the Rules framed thereunder:

Sr. No.	Name	DIN/ Membership Number	Designation
1	Angan Guha	09791436	Chief Executive
			Officer & Managing
			Director
2	Kamini Shah	FCA 203593	Chief Financial Officer
3	Sneha Padve	ACS 9678	Company Secretary

Independence of the Board

The Board comprises of optimal number of Independent Directors. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are independent in terms of Regulations 16(1)(b) and 25 of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Act:

1. Ananth Sankaranarayanan (DIN: 07527676);

2. Satyavati Berera (DIN: 05002709);

3. Nidhi Killawala (DIN: 05182060); and

4. Manish Choksi (DIN: 00026496).

All the abovenamed Directors have registered themselves with the Independent Directors Databank maintained by Indian Institute of Corporate Affairs ("IICA") and are either exempted from or have complied with the requirements of online proficiency self-assessment test conducted by IICA.

The Board is of the opinion that the Independent Directors of the Company, including those appointed during the year, possess the requisite qualifications, experience, proficiency, expertise and hold high standards of integrity.

Auditors

- Statutory Auditors

M/s. S R B C & Co LLP, Chartered Accountants (ICAI Firm Registration No.: 324982E/E300003), were appointed as the Statutory Auditors of the Company, at the AGM held on July 27, 2023, for a period of 5 (five) years till the conclusion of the AGM to be held in the year 2028.

The Notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks in the Report of the Statutory Auditors for the financial year ended March 31, 2024.

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Further, in terms of Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, the Statutory Auditors of the Company are subjected to the Peer Review process of the Institute of Chartered Accountants of India. M/s. S R B C & Co LLP have confirmed that they hold a valid certificate issued by the ‘Peer Review Board of Institute of Chartered Accountants of India.

- Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. K. R. Chandratre, Practising Company Secretary (FCS No.: 1370 and CP No.: 5144), was appointed as the Secretarial Auditor to conduct audit for the year under review. The Report of the Secretarial Auditor, for the financial year ended March 31, 2024, is annexed as "Annexure 2". It does not contain any qualification, reservation or adverse remark.

During the year under review, the Secretarial Auditor has not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

- Internal Auditor

The Internal Auditor and the Head of Internal Audit function within the Company reports functionally to the Audit Committee of Board, which reviews and approves risk based annual internal audit plan and the performance of internal audit function. The scope of work, including annual internal audit plan, authority and resources, is regularly reviewed and approved by the Audit Committee. Annual internal audit plan is aligned with the Enterprise Risk Management to ensure that all critical risks are covered in the audit plan. Internal Audit work is also supported by the services of leading international audit firms.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the year ended March 31, 2024, pursuant to Regulation 24A of the SEBI (LODR)

Regulations, 2015 for all applicable compliances as per the said Regulations. The Annual Secretarial Compliance Report duly signed by Dr. K. R. Chandratre, Practising Company Secretary is available on the website of the Company at https://www. birlasoft.com/company/investors/policies-reports-filings.

Corporate Governance

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, Corporate Governance Report for the year ended March 31, 2024 forms an integral part of this Annual Report. It also includes a certificate from the Practicing Company Secretary in respect of compliance with the provisions of the SEBI (LODR) Regulations, 2015 related to Corporate Governance.

Management Discussion and Analysis

In terms of provisions of Regulation 34(2) of the SEBI (LODR) Regulations, 2015, a detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

Awards & Recognitions

In recognition of its constant quest for excellence, the Company has been awarded and recognised at various forums. The prominent ones are listed below:

1. Birlasoft recognized as a finalist for "2023 Microsoft Partner of the Year Awards".

2. Birlasoft officially announced as "Microsoft Solution Partner in Security".

3. Birlasoft on Air Radio won "Gold" at the prestigious Golden Mikes Award.

4. Birlasoft won "IT As Service Award" at the MSP India Summit and Awards 2023.

5. Birlasofts Energy & Utilities and Educational Institute solutions have been recognized among the Top 5 Winning solutions in the Power Platform Design Thinking Workshop by Microsoft India.

6. Birlasofts Customer Success Officer, Heather Bunyard, honoured as the "Womens Advocate Bronze Luminary" at the ISG Women in Digital Awards 2023.

7. Birlasoft recognized by Synchrony with the "Best Diversity Growth Award".

8. Birlasoft audit for ISO 27001 (Infosec) and ISO 27701 (Privacy) concluded successfully.

9. Birlasofts Pune facility certified for ISO 14001:2015 (Environment Management System) and ISO 45001:2018 (Occupational Health and Safety) by TUV Nord, Germany.

10. Birlasofts VINCI platform received "Special Jury Award" at the TOPS (Team Oriented Problem Solving) Convention 2023, hosted by the Indian Society for Quality (ISQ).

11. Birlasoft On Air bagged "Bronze" at the DMAAsia Echo

Awards 2023 in the Emerging Technologies Category.

12. Birlasoft awarded "Silver" in the Sustainability category at iNFHRA 8^th Edition Workplace Excellence Conference & Awards 2023-24.

13. Birlasoft recognized for participation in the impact

CO2

program (October 2022 – September 2023) to fuel Panamas "CO2OL Tropical Mix" reforestation project.

14. Birlasofts Chief People Officer - Arun Dinakar Rao, honoured with "CHRO of the Year - Digital Transformation" Award and "CHRO Excellence in Agile HR Practices" Award for the Skillfolio Initiative at 7^th CHRO Vision & Innovation Summit & Awards 2024.

15. Birlasofts Chief Financial Officer - Kamini Shah, honoured with the "Best CFO Award for promoting Diversity, Equity, and Inclusion (DEI)" – Large Enterprise at The Economic Times CFO Awards 2024.

16. Birlasofts Chief Financial Officer - Kamini Shah, recognized in "The List 2024", amongst Top 51 most influential women.

17. Birlasofts Annual Report 2022-23 conferred with Platinum

Award at LACP 2022/23 Vision Awards, with worldwide #12 ranking. Also, won Worldwide Special Achievement Award for Best In-House Report.

18. Birlasoft won in the "Innovation in Lifesciences" category at the 14^th Annual Aegis Graham Bell Awards.

19. Birlasofts Pune office won "Silver" at the 27^th Annual Gardening Awards from the Pimpri Chinchwad Municipal Corporation (PCMC) in the landscaping category.

20. Birlasoft is "Great Place to Work Certified^?" for third time in a row.

21. Birlasoft received Certificate of DivHersity in Top 20 Most

Innovative Practices (Women Leadership Development) at the AccelHerate & DivHersity Awards 2024.

Analyst recognitions

1. Birlasoft recognized as a "Disruptor" in Avasants Internet of Things Services 2023 RadarView™.

2. Birlasoft recognized as a "Leader" in the SAP Ecosystem 2023 ISG Provider Lens™ Study.

3. Birlasoft recognized in "The Booming 15" category for Service and Technology Provider Standouts - ‘Global and ‘Americas in ISG Index 1Q 2023. This is for the twelfth time (for Americas) and tenth time (for Global).

4. Birlasoft positioned as a "Star Performer (Major Contenders)" in Everest Groups Oracle Cloud Applications Services PEAK Matrix? Assessment 2023.

5. Birlasoft positioned as a "Disruptor" in Avasants High-Tech Industry Digital Services 2023-2024 RadarView.

6. Birlasoft recognized as a "Challenger" in Avasants Digital Workplace Services 2023 RadarView.

7. Birlasoft positioned as a "Disruptor" in Avasants Digital CX Services 2023 RadarView.

8. Birlasoft positioned as a "Challenger" in Avasants End-user Computing Services 2023 RadarView.

9. Birlasoft positioned as a "Leader" in Next-Gen ADM Services 2023 ISG Provider Lens™ Study for ‘Continuous Testing Specialists quadrant in the US region.

10. Birlasoft recognized as a "Challenger" in Avasants Digital

Talent Capability 2023 Radarview study.

11. Birlasoft positioned as a "Disruptor" in Avasants Data

Management and Advanced Analytics Services 2023 RadarView study.

12. Birlasoft positioned as a "Leader" in Oil and Gas Industry -

Services and Solutions 2023 ISG Provider Lens™ Study in the North America region for the ‘Data Management and Cloud Computing and ‘Next-Gen IT/OT Services quadrants.

13. Birlasoft positioned as a "Product Challenger" by ISG in

‘Enterprise Asset Management - North America and ‘Next-Gen IT/OT Services - Europe quadrants.

14. Gartner recognized Birlasoft as a "Niche Player" in its Magic

Quadrant report on Cloud ERP Services for Service-Centric Enterprises.

15. Birlasoft recognized as a "Product Challenger" in ISGs

Manufacturing Industry Services and Solutions 2023.

16. Birlasoft recognized by ISG in its Provider Lens Competitive

Benchmarking study on Oracle Cloud and Technology Ecosystem in multiple quadrants across US, Europe and Brazil as a "Rising Star, Product Challenger and Market Challenger".

17. Birlasoft recognized as a "Disruptor" in Avasant RadarView report on Tech-enabled Sustainability Services.

18. Birlasoft recognized as a "Major Contender" in Everests Life Sciences Smart Manufacturing Peak Matrix report 2023.

19. Birlasoft recognized as a "Product Challenger" by ISG in its Analytics Services 2023 Provider Lens Study.

20. Birlasoft recognized by ISG as a "Product Challenger" in its Intelligent Automation 2023 Provider Lens Study.

21. Birlasoft recognized as a "Leader" and "Rising Star" in SAP

Ecosystem Provider Lens report.

22. Birlasoft recognized as a "Leader" in ISGs Provider Lens report on Salesforce Ecosystem.

23. Birlasoft recognized by Avasant as a "Disruptor" in its RadarView report on Hybrid Enterprise Cloud Services.

24. Birlasoft recognized as a "Disruptor" in Avasants Internet of Things Services.

25. Birlasoft recognized as a "Disruptor" in Avasants Manufacturing Digital Services report.

26. Birlasoft featured as a "Disruptor" in Avasants Life Sciences Digital Services 2024 RadarView™ report.

27. Birlasoft recognized as a "Disruptor" in Avasants Oracle Cloud ERP.

28. Birlasoft recognized as a "Challenger" in Avasants Intelligent Automation Services.

29. Birlasoft recognized as a "Challenger" in Avasants Digital Commerce Services.

30. Birlasoft received the Frost & Sullivan 2023 Global MES in Healthcare and Life Sciences Customer Value Leadership Award.

Particulars of Employees, Directors and Key Managerial Personnel

The ratio of remuneration of each Director to the median employees remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as "Annexure 3".

In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said Rules are required in the Boards Report as an addendum thereto. However, in terms of provisions of the first proviso to Section 136(1) of the Act, this Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection and any Member interested in obtaining such information may write to the Company Secretary for the same.

Employees Stock Option Plans ("ESOPs")

The information pursuant to the provisions of the Act and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, relating to ESOPs of the Company, is annexed to this Report as "Annexure 4" and has been uploaded on the website of the Company and can be accessed through web link https:// www.birlasoft.com/company/investors/policies-reports-filings.

Certificate from Dr. K. R. Chandratre, Practising Company Secretary (FCS No.: 1370 and CP No.: 5144), the Secretarial Auditor of the Company, confirming that the schemes have been implemented in accordance with the said SEBI Regulations, would be placed at the ensuing AGM of the Company for inspection by the Members.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention and prohibition of sexual harassment at workplace ("POSH Policy"). The Company has also put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders. This process ensures complete anonymity and confidentiality of information. An Internal Committee has been constituted to investigate and resolve all sexual harassment complaints reported to this Committee.

During the year under review, two complaints of sexual harassment were received by the Company. Details as per the provisions of Sections 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are as under:

Number of cases	1
pending at the
beginning of the
financial year
Number of	2
complaints
filed during the
financial year
Number of	Nil
cases pending
at the end of the
financial year
Details of	The Internal Committee (IC) has been
workshops	reconstituted and represented by a lawyer
or awareness	through the external POSH partner.
programs	Two training sessions were conducted
against sexual	for the IC Members by the new external
harassment	partner.
carried out
	New external tool for registering,
	recording and monitoring of POSH
	complaints, provided and monitored by
	the external partner is introduced for
	the employees and others to register
	their complaints. With this, tracking of
	complaints becomes more efficient.
	All new joiners are provided with training
	sessions through e-learning modules and
	training attendance is mandatory for all.
	For all existing employees, refresher
	training through e-learning modules is
	provided.
	Regular awareness campaigns through
	email and posters are done, with
	highlights of the policy, complaint and
	redressal mechanism.
Nature of action	All three cases (including the open case from
taken by the	previous FY) were closed by IC as per POSH
employer or	policy. Basis the inquiry & recommendation
district officer	of the IC, the following actions were taken:
	In two cases warning letters were issued
	to the accused employees. Accused in
	the third case was a customer resource
	(unnamed); therefore, the case was
	shared with the IC of customer for their
	necessary action. However, the complainant
	withdrew her complaint later in writing and
	did not provide any detail of the accused or
	incident, hence the complaint was closed by
	the customer IC.

Policy on Directors appointment and remuneration

Pursuant to the provisions of Section 134(3)(c) of the Act, the policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is annexed to this Report as "Annexure 5". This Nomination and Remuneration Policy as approved by the Board is available on the Companys website and can be accessed through the web link https://www. birlasoft.com/company/investors/policies-reports-filings.

Particulars of loans, guarantees or investments

The details of loans, guarantees and investments, if any, which are covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

Related Party Transactions

The Company has adequate procedures for identification and monitoring of related party transactions. All the transactions entered into with the related parties during the financial year were at arms length basis and in the ordinary course of business. The related party transactions are placed before the Audit Committee on a quarterly basis for their approval/noting, as the case may be.

For details on related party transactions, Members may refer to the notes to the financial statements. The Policy on Related Party Transactions as approved by the Board is available on the Companys website and can be accessed through the web link https://www.birlasoft.com/company/investors/policies-reports-filings.

Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure 6".

Material changes and commitments

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate, and the date of this Report.

Enterprise Risk Management Policy

The Board has constituted a Risk Management Committee (the "RMC") to review the risk management plan/process of the Company. The RMC assists the Board in its oversight of the Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall Business Risk Management Framework.

The Company has an Enterprise Risk Management Policy which has been approved by the Board. The Policy acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization. The Board monitors and reviews periodically the implementation of various aspects of the Enterprise Risk Management Policy through the RMC.

A write-up on ‘Enterprise Risk Management forms part of this Annual Report.

There are no risks identified by the Board which may threaten the existence of the Company.

Internal Control Systems and Adequacy of Internal Financial Controls

The Company has put in place adequate internal financial control procedures commensurate with its size, complexity and nature of business. The Company has identified and documented all key financials controls, which impact the financial statements as part of its Standard Operating Procedures. The financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and also independently by the Internal Auditor. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen control, and these are in turn reviewed at regular intervals.

Based on the review, nothing has come to the attention of Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review.

Audit Committee

The Board has a duly constituted Audit Committee in line with the provisions of the Act and the SEBI (LODR) Regulations, 2015. The primary objective of the Committee is to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The Committee met four times during the year. Detailed information pertaining to the Audit Committee has been provided in the Corporate Governance Report.

Committee Recommendations

During the year, recommendations of all the Committees were accepted by the Board. The composition of the Committees is provided in the Corporate Governance Report.

Corporate Social Responsibility ("CSR")

The details of the initiatives taken by the Company during the year on CSR, in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 & the amendments thereto, along with information about CSR Committee of the Board, is annexed to this Report as "Annexure 7".

The CSR Policy of the Company is available on the website of the Company and can be accessed through the web link https:// www.birlasoft.com/company/investors/policies-reports-filings.

Annual Evaluation of the Board, its Committees and Individual Directors

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for the financial year 2023-24. The performance evaluation was done individually using structured questionnaires, covering composition of Board, receipt of regular inputs and information, functioning, performance and structure of Board Committees, skill set, knowledge and expertise of Directors, attendance at Board/Committee meetings, preparation and contribution at Board/Committee meetings, leadership, etc. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board, excluding the Director being evaluated. List of Key Skills/ Expertise/Competencies of the Board is provided in the Corporate Governance Report.

The performance evaluation of Non-Independent Directors, the Chairman and the Board was done by the Independent Directors.

Establishment of Vigil Mechanism

The Company has a Whistle Blower Policy covering vigil mechanism as per Regulation 22 of the SEBI (LODR) Regulations, 2015, for the Directors and employees to report their genuine concerns. The details of the same are explained in the Corporate Governance Report. The Whistle Blower Policy can be accessed on the Companys website at https://www.birlasoft. com/company/investors/policies-reports-filings.

Annual Return

Pursuant to Sections 134(3)(a) and 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 can be accessed on the Companys website at https://www.birlasoft.com/ company/investors/policies-reports-filings#annual-return.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as "Annexure 8" to this Report.

Directors Responsibility Statement

The Directors, to the best of their knowledge and belief and according to the information and explanations obtained and pursuant to Section 134(3)(c) and Section 134(5) of the Act, confirm that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended March 31, 2024;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual financial statements on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CEO & CFO Certification

As required by Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the CEO and CFO certificate, for the year under review was placed before the Board at its meeting held on April 29, 2024.

A copy of such certificate forms a part of the Corporate Governance Report.

Secretarial Standards issued by the Institute of Company Secretaries of India

The Company complies with all applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

Listing with Stock Exchanges

The equity shares of the Company continue to be listed on the National Stock Exchange of India Limited and BSE Limited. The Annual Listing Fee for the financial year 2024-25 has been paid to these exchanges.

Directors & Officers Insurance Policy

The Company has in place an insurance policy for its Directors

& Officers with a quantum and coverage as approved by the Board. The policy complies with the requirement of Regulation 25(10) of SEBI (LODR) Regulations, 2015.

Other Statutory Disclosures

The Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

? Details relating to Deposits covered under Chapter V of the Act;

? Issue of sweat equity shares or equity shares with differential rights as to dividend, voting or otherwise;

? Raising of funds through, preferential allotment or qualified institutions placement;

? Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees;

? Significant or material order passed by any regulators or courts or tribunals against the Company impacting the going concern status and Companys operations in future;

? Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;

? Instance of one-time settlement with any financial Institution; and

? Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act.

Acknowledgments

The Board of Directors take this opportunity to thank all the Members of the Company for their continued support.

The Directors thank all the customers, vendors and bankers for their continued support during the year. The Directors place on record their appreciation to the contribution made by the employees at all levels, the Companys consistent growth was made possible by their hard work, solidarity, co-operation and support.

The Directors further thank the governments of various countries where the Company has its operations. The Directors also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of

Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Indirect Taxes Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, the Software Development Centres (SDCs)/ Special Economic Zones (SEZs) – Pune, Noida, Mumbai, Navi Mumbai, Chennai, Coimbatore, Bengaluru, Hyderabad and all other government agencies and look forward to their continued support in the future.

	For and on behalf of the Board of Directors
	Amita Birla
New Delhi	Chairman
April 29, 2024	DIN: 00837718