Birlasoft Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Thirtieth Annual Report on the business and operations of the Company, along with the audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2021.

Summary of Financial Performance

The financial performance of the Company for the financial year ended March 31, 2021, is summarized below:

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Total Revenue including Other Income 16,524.81 14,971.15 35,747.01 33,339.60
Earnings Before Interest, Depreciation and Tax 3,674.05 3,044.76 5,482.14 4,349.10
Less: Interest 102.38 123.46 130.44 161.27
Less: Depreciation 699.43 692.62 803.71 825.79
Profit before Tax 2,872.24 2,228.68 4,547.99 3,362.04
Less: Taxes 936.65 821.14 1,339.68 1,118.56
Profit for the Year 1,935.59 1,407.54 3,208.31 2,243.48
Other Comprehensive Income-net of tax 319.77 (242.52) 106.99 436.92
Total Comprehensive Income for the year 2,255.36 1,165.02 3,315.30 2,680.40

Business Performance

The year under review was a challenging year given the pandemic and the subsequent lockdowns. The initial focus on IT spend by a majority of the customers was primarily on core business applications while reducing both discretionary and capex spend. Your Company, during these challenging times, partnered closely with customers by demonstrating resilience in the partnership and providing services, based on the demand, as per the market conditions. This flexibility helped the clients and the Company to retain and grow the revenue as customers moved on to accelerating their cloud and digital journey. Your Company has shown steady growth during the year gone by with an increase in revenue, EBITDA and developing a heathy pipeline to set a base for the coming year. Most importantly, your Company has been able to achieve an impressive growth in the annuity business and cross-selling additional services to existing clients. This indicates that the Companys strategy to have simultaneous focus on core enterprise solutions and digital led solutions are paving the way for good results.

The Company is also focused on sharpening the capabilities and value proposition by bringing in a sharper alignment with the sectors by structuring micro-verticals based on market presence and ability to lead the segment with differentiated offerings.

On a consolidated basis, the revenue from operations for the financial year under review was at 35,747.01 million as compared against 33,339.60 million in the previous year, registering a growth of 7.22%. The Earnings before interest, tax, depreciation, and amortization was at 5,482.14 million versus 4,349.10 million, a growth of 26.05%. The Net Profit after tax was at 3,208.31 million versus 2,243.48 million registering a growth of 43%.

On a standalone basis, the revenue from operations was at 16,524.81 million. The Earnings before interest, tax, depreciation, and amortization was at 3,674.05 million and The Net Profit after tax was at 1,935.59 million.

For more details, please refer to the Management Discussion & Analysis Report.

Dividend

During the year under review, the Board of Directors declared an interim dividend of 1/- (50%) per equity share of face value of 2/- each on the paid-up equity share capital of the Company.

Furthermore, your Directors are pleased to recommend final dividend of 2.50 (125%) per equity share of face value of 2/- each for the financial year ended March 31, 2021, subject to the approval of members at the ensuing Annual General Meeting of the Company, as against the dividend (interim and final) of 2/- per equity share paid in the immediately preceding year.

As per the Finance Act 2020, the dividend declared/ paid from April 1, 2020 will be taxable in the hands of the members and hence, payment of dividend distribution tax on the final dividend, if approved, will not arise.

The Record Date for the payment of final dividend is Friday, July 16, 2021 for determining the entitlement of the members to the final dividend for the financial year 2020-21.

The Dividend Distribution Policy of the Company is available on web link https://www.birlasoft.com/company/investors/ policies-reports-filings.

Share Capital

During the year under review, the Company allotted 577,517 equity shares of 2/- each, under the Employees Stock Option Plan of the Company. The issued, subscribed and paid-up capital of the Company, as on March 31, 2021, is 554.57 million, consisting of 277,286,094 equity shares of 2/- each.

Transfer to General Reserves

During the year under review, the Company has not made any transfer to the General Reserves.

Credit Rating

The Company has been rated CARE AA- (Stable) by CARE Ratings Limited ("Credit Rating Agency") for its term bank facilities of 2,437 million.

Quality and Information Security

Birlasoft is a CMMI Level 5 Organization for the past several years in a row. We continue to improve our Quality focus through internal initiatives and by getting assessed against international standards. During the current Voice of Customer cycle, our customers appreciated the value delivered by Project teams and rated us at an average of 4.6 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) V1.3 at Maturity Level 5. This milestone is testimony to our commitment to continuously improve our quality & operational processes, while at the same time, strengthening our delivery capabilities to meet customer expectations. Our Quality Management System is compliant with ISO 9001:2015 and ISO 20000-1:2011 certifications for IT Services and this reflects the Companys belief in delivering the right quality.

Birlasoft continues to maintain a mature Information Security Management System (ISMS) & Privacy Information Management System (PIMS). Policies, Processes and Controls have been defined and implemented to minimize and manage the Cyber Security risks. A robust governance and management of security compliance and risk are ensured by periodic reviews.

Your Company has leveraged leading industry standard controls to secure its IT infrastructure environment. While Birlasoft has been an ISO 27001:2013 Information Security Management System certified company for some time now, an ISO 27701:2019 Privacy Information Management System certification was also achieved in the year under review. The NIST Cyber Security Framework has been leveraged and is validated by third party vendors regularly.

Productivity

Your Company is committed to productivity improvements to create a future abundant with a wealth of knowledge. Multiple initiatives - Knowledge Management, Productivity Forum, UREKA, MyTime and VINCI- enable the Company to harness latent knowledge in the organization and mobilize it.

Productivity Forum, which is a bi-annual affair with events spanning 4 days, was held in August ‘20 and March ‘21. It is an eagerly watched event by technical champions who participate in large numbers.

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. MyTime is a crowdsourcing platform being utilized by technical enthusiasts to develop re-usable tools that enhance productivity.

Institutional Shareholding

As on March 31, 2021, the total Institutional Shareholding in the Company was 32.92% of the total paid-up share capital.

Subsidiaries, Associates and Joint Venture Companies

As on March 31, 2021, the Company has 15 subsidiaries, including step-down subsidiaries.

As per Section 129(3) of the Companies Act, 2013, (hereinafter referred to as "the Act") read with Rule 5 of Companies (Accounts) Rules, 2014, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form a part of this Annual Report. A statement containing salient features of the financial statements of the 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 have been placed on the website of the Company, www.birlasoft.com. Further, a report on the highlights of performance of subsidiaries and their contribution to the overall performance of the Company has also been placed on the website of the Company. Due to the continuing COVID-19 pandemic, the Company shall not be printing the annual accounts of the subsidiaries, the members are therefore, requested to download the same from the website of the Company.

During the financial year 2020-21, the Company had no Associate or Joint Venture company.

Board of Directors, its Committees and Meetings thereof

The Company has a professional Board with 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 the stakeholders. The Board is also supported by five Committees of Directors viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee & Risk Management Committee.

One meeting of the Board of Directors is held in each 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, five meetings of the Board of Directors were held on May 20, 2020, August 5, 2020, November 5, 2020, February 6, 2021, and March 31, 2021. The maximum time-gap between any two consecutive meetings was within the period prescribed under the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the SEBI (LODR) Regulations, 2015").

During the year under review, Mr. Prasad Thrikutam (Director Identification Number: 06814004) ceased to be an Independent Director of the Company, w.e.f. June 11, 2020.

In accordance with Section 152 of the Act, Mrs. Amita Birla (Director Identification Number: 00837718), a NonExecutive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board of Directors recommends the resolution for re-appoi ntment of Mrs. Amita Birla for the approval of the members of the Company at the ensuing Annual General Meeting.

A brief profile and other details relating to the Director seeking re-appointment is furnished in this Annual Report.

A detailed update on the Board and its Committees composition, number of meetings held during the financial year 2020-21 and attendance of the Directors at these meetings is provided in the Corporate Governance Report, which forms a part of this Annual Report.

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

Independence of the Board

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

1. Mr. Ashok Kumar Barat (Director Identification Number: 00492930);

2. Mr. Anant Tatauticar (Director Identification Number: 00031051);

3. Ms. Atka Bharucha (Director Identification Number: 00114067);

4. Ms. Nandita Gurjar (Director Identification Number: 01318683); and

5. Mr. Prasad Thrikutam (Director Identification Number: 06814004) (upto June 10, 2020).

ALL the abovenamed Directors have registered themselves with the Independent Directors Databank.

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Key Managerial Personnel

The following persons have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act, read with the Rules framed thereunder:

Sr. Name No. DIN/ Membership Number Designation Tenure
1 Mr. Dharmander Kapoor 08443715 Chief Executive Officer & Managing Director Ongoing
2 Mr. Chandrasekar Thyagarajan 200-29108 Chief Financiat Officer Appointed w.e.f. August 21, 2020
3 Ms. Sneha Padve ACS 9678 Company Secretary Ongoing

Auditors

Statutory Auditor

Pursuant to the provisions of Section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No.: 101248W/W-100022), was re-appointed as the Statutory Auditor of the Company, in the Annual General Meeting held on August 7, 2019, for a period of four years titt the conclusion of the Annual General Meeting to be hetd in the year 2023.

The Notes on the Financiat Statements referred to in the Auditors Report are setf-exptanatory and do not catt for any further comments. There are no quatifications, reservations or adverse remarks in the Auditors Report for the financiat year ended March 31, 2021 and during the year, the Auditor had not reported any matter under Section 143(12) of the Act, therefore no detait is required to be disctosed under Section 134(3)(ca) of the Act.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Manageriat Personnet) Rutes, 2014, Dr. K. R. Chandratre, Practising Company Secretary (FCS No.: 1370 and CP No.: 5144), was appointed as the Secretariat Auditor to conduct audit for the year under review. The Secretariat Auditors report for the year under review is annexed to this Report as "Annexure 2". The report does not contain any quatification, reservation or adverse remark. During the year under review, the Secretariat Auditor has not reported any matter under Section 143(12) of the Act, and therefore no detaits are required to be disctosed under Section 134(3)(ca) of the Act.

The Board proposes to re-appoint Dr. K. R. Chandratre, Practising Company Secretary (FCS No.: 1370 and CP No.: 5144), as the Secretariat Auditor of the Company, for the financiat year 2021-22.

Internal Auditor

The Internat Auditor of the Company reports functionatty to the Chief Executive Officer & Managing Director and the Audit Committee of Board, which reviews and approves risk based annuat internat audit ptan. The Audit Committee periodicatty reviews the performance of internat audit function.

Corporate Governance

Pursuant to Regutation 34 of the SEBI (LODR) Regutations, 2015, the Corporate Governance Report for the year ended March 31, 2021, with a detaited comptiance report thereon forms an integrat part of this Annuat Report and is set out as separate section therein. The Auditors Certificate in respect of comptiance with the provisions concerning Corporate

Governance, forms a part of Corporate Governance Report presented in a separate section of this Annual Report, as required under the SEBI (LODR) Regulations, 2015.

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 & Recognition

In recognition of its constant quest for excellence, your Company has been honoured and recognised at various forums. The prominent awards are listed below for your reference:

• Birlasoft wins Manufacturing Leadership Partner Award at the National Association of Manufacturers Manufacturing Leadership Council 2020

• Birlasoft receives SABERA 2020 Award for its community-benefiting Initiative - Project Shodhan

• Birlasoft recognized as Indias Most Admired & Valuable Power Brand Company 2020 at the India Leadership Conclave & Awards 2020

• Birlasoft wins Aegis Graham Bell Award (AGBA) for its intelliOpen™ solution (Press Release approved)

• Birlasoft named one of the Booming 15 (Global Market) in the 4Q20 Global ISG Index™

Particulars of Employees, Directors and Key Managerial Personnel

The ratio of the 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 set out 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 Plan (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) Regulations, 2014, relating to ESOPs of the Company, is annexed to this Report as "Annexure 4" and have 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 B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No.: 101248W/ W-100022), Statutory Auditor of the Company, confirming that the schemes have been implemented in accordance with the said SEBI Regulations, would be placed at the ensuing Annual General Meeting 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 a zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention and prohibition of sexual harassment at workplace and has also put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders. The Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. As part of the orientation programs for all new joinees, the Company mandates that they complete an e-learning module on the same as well.

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 pending at the beginning of the financial year Nil
Number of complaints filed during the financial year 2
Number of cases pending at the end of the financial year Nil
Details of workshops or awareness programs against sexual harassment carried out The Company regularly conducts necessary awareness programs for its employees and all employees are provided detailed education during the induction
Nature of action taken by the employer or district officer Extreme actions were recommended in the above mentioned two cases, however, the accused voluntarily resigned.

Deposits

During the financial year under review, the Company did not accept deposits covered under Chapter V of the Act.

Policy on Directors appointment and remuneration

Pursuant to the provisions of Section 134(3)(e) 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". The 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 under Section 186 of the Act

During the financial year under review, your Company has neither given any loan nor made any investment or provided

securities which are covered under the provisions of Section 186 of the Act.

Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results:

Name Nature of transaction Amount ( in million)
National Engineering Industries Limited Dividend 21547

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 on arms length basis and were in the ordinary course of business. All related party transactions were placed before the Audit Committee and the Board for approval, wherever required. Prior omnibus approval of the Audit Committee is obtained for the transactions that are repetitive in nature. These transactions are reviewed by the Audit Committee on a quarterly basis.

There were no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

For details on related party transactions, members may refer to the notes to the financial statement. 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

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this Report.

Significant and material orders

There are no significant and material orders passed by any regulators or courts or tribunals against the Company impacting the going concern status and Companys operations in future.

Risk Management Policy

The Company has constituted a Risk Management Committee (RMC) of the Board to review the risk management plan/ process of the Company. The Risk Management Committee identifies potential risks, assesses their potential impact and takes timely action to mitigate the same.

The Company has a Risk Management Policy which has been approved by the Board. The Risk Management 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 Risk Management Policy through a duly constituted RMC. 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.

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 (SOP). 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 controls and these are in turn reviewed at regular intervals. The Internal Auditor of the Company reports functionally to the Audit Committee of Board, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function.

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 Company 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 mentioned in the Corporate Governance Report, which forms a part of this Annual Report.

Corporate Social Responsibility ("CSR")

Pursuant to the amendment to the Companies (Corporate Social Responsibility Policy) Rules, 2014, notified on January 22, 2021, the Corporate Social Responsibility Policy of the Company was amended in the Board meeting held on May 21, 2021.

The details of the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 & the amendments thereof, has been annexed to this Report as "Annexure 7".

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

Formal Annual Evaluation by the Board, 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 2020-21. The performance evaluation was done using individual questionnaires, covering amongst others, composition of Board, receipt of regular inputs and information, functioning, performance and structure of Board Committees, skill set, knowledge and expertise of directors, preparation and contribution at Board meetings, leadership, etc. The performance evaluation of the respective Committees and that of Independent and NonIndependent Directors was done by the Board, excluding the Director being evaluated.

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 laid down the 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 may be accessed on the Companys website at the web link 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 may be accessed on the Companys website at the web link https://www.birlasoft.com/company/investors/ policies-reports-filings.

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.

Responsibility Statement of the Board of Directors

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2021, 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, 2021 and of the profit of the Company for the year ended March 31, 2021;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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 were operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were 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 of Directors of the Company at its meeting held on May 21, 2021.

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

Cost Records

The Company is not required to maintain cost records under the provisions of Section 148(1) of the Act.

Secretarial Standards issued by the Institute of Company Secretaries of India

The Company complies with all applicable mandatory Secretariat Standards as issued by the Institute of Company Secretaries of India ("ICSI").

Listing with Stock Exchanges

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The Annual Listing Fees for the financial year 2021-22 have 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

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issues of sweat equity shares.

3. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

4. Apptication made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

5. Difference between amount of the valuation done at the time of one-time settlement and the valuation done white taking toan from the Banks or Financiat Institutions along with the reasons thereof.

Acknowledgments

Your Directors take this opportunity to thank att the members of the Company for their continued support.

Your Directors thank att the customers, vendors, investors and bankers for their continued support during the year. Your Directors ptace on record their appreciation to the contribution made by the emptoyees at att tevets. The Companys consistent growth was made possibte by their hard work, sotidarity, co-operation and support.

Your Directors further thank the governments of various countries where the Company has its operations. Your Directors atso thank the Government of India, particutarty the Ministry of Communication and Information Technotogy, 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 Devetopment Centres (SDCs)/Speciat Economic Zones (SEZs) - Pune, Noida, Mumbai, Navi Mumbai, Chennai, Bengaturu, Hyderabad and att other government agencies for their support and took forward to their continued support in the future.

For and on behatf of the Board of Directors

Amita Birta Chairman

DIN: 00837718

London May 21 ,2021