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Birlasoft Ltd.

BSE: 532400 Sector: IT
NSE: BSOFT ISIN Code: INE836A01035
BSE 00:00 | 03 Dec 483.35 -5.30






NSE 00:00 | 03 Dec 482.95 -5.85






OPEN 490.00
VOLUME 148222
52-Week high 513.90
52-Week low 185.10
P/E 52.42
Mkt Cap.(Rs cr) 13,432
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 490.00
CLOSE 488.65
VOLUME 148222
52-Week high 513.90
52-Week low 185.10
P/E 52.42
Mkt Cap.(Rs cr) 13,432
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Birlasoft Ltd. (BSOFT) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirtieth Annual Report on the business andoperations of the Company along with the audited Standalone and Consolidated FinancialStatements 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 2021is summarized below:




2020-21 2019-20 2020-21 2019-20
Total Revenue including Other Income 16524.81 14971.15 35747.01 33339.60
Earnings Before Interest Depreciation and Tax 3674.05 3044.76 5482.14 4349.10
Less: Interest 102.38 123.46 130.44 161.27
Less: Depreciation 699.43 692.62 803.71 825.79
Profit before Tax 2872.24 2228.68 4547.99 3362.04
Less: Taxes 936.65 821.14 1339.68 1118.56
Profit for the Year 1935.59 1407.54 3208.31 2243.48
Other Comprehensive Income-net of tax 319.77 (242.52) 106.99 436.92
Total Comprehensive Income for the year 2255.36 1165.02 3315.30 2680.40

Business Performance

The year under review was a challenging year given the pandemic and the subsequentlockdowns. The initial focus on IT spend by a majority of the customers was primarily oncore business applications while reducing both discretionary and capex spend. YourCompany during these challenging times partnered closely with customers by demonstratingresilience in the partnership and providing services based on the demand as per themarket conditions. This flexibility helped the clients and the Company to retain and growthe revenue as customers moved on to accelerating their cloud and digital journey. YourCompany has shown steady growth during the year gone by with an increase in revenueEBITDA and developing a heathy pipeline to set a base for the coming year. Mostimportantly your Company has been able to achieve an impressive growth in the annuitybusiness and cross-selling additional services to existing clients. This indicates thatthe Company's strategy to have simultaneous focus on core enterprise solutions and digitalled solutions are paving the way for good results.

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

On a consolidated basis the revenue from operations for the financial year underreview was at ' 35747.01 million as compared against ' 33339.60 million in the previousyear registering a growth of 7.22%. The Earnings before interest tax depreciation andamortization was at ' 5482.14 million versus ' 4349.10 million a growth of 26.05%. TheNet Profit after tax was at ' 3208.31 million versus ' 2243.48 million registering agrowth of 43%.

On a standalone basis the revenue from operations was at ' 16524.81 million. TheEarnings before interest tax depreciation and amortization was at ' 3674.05 millionand The Net Profit after tax was at ' 1935.59 million.

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


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 capitalof 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 2021subject to the approval of members at the ensuing Annual General Meeting of the Companyas against the dividend (interim and final) of ' 2/- per equity share paid in theimmediately preceding year.

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

The Record Date for the payment of final dividend is Friday July 16 2021 fordetermining the entitlement of the members to the final dividend for the financial year2020-21.

The Dividend Distribution Policy of the Company is available on web link policies-reports-filings.

Share Capital

During the year under review the Company allotted 577517 equity shares of ' 2/- eachunder the Employees Stock Option Plan of the Company. The issued subscribed and paid-upcapital of the Company as on March 31 2021 is ' 554.57 million consisting of277286094 equity shares of ' 2/- each.

Transfer to General Reserves

During the year under review the Company has not made any transfer to the GeneralReserves.

Credit Rating

The Company has been rated CARE AA- (Stable) by CARE Ratings Limited ("CreditRating Agency") for its term bank facilities of ' 2437 million.

Quality and Information Security

Birlasoft is a CMMI Level 5 Organization for the past several years in a row. Wecontinue to improve our Quality focus through internal initiatives and by getting assessedagainst international standards. During the current Voice of Customer cycle our customersappreciated the value delivered by Project teams and rated us at an average of 4.6 on ascale of 1-5 5 being the highest. This further strengthens our resolve to make societiesmore productive by helping customers run businesses more efficiently.

In line with our focus to be assessed against international standards Birlasoft isappraised for CMMI-DEV (Development) & CMMI-SVC (Services) V1.3 at Maturity Level5. This milestone is testimony to our commitment to continuously improve our quality &operational processes while at the same time strengthening our delivery capabilities tomeet customer expectations. Our Quality Management System is compliant with ISO 9001:2015and ISO 20000-1:2011 certifications for IT Services and this reflects the Company's beliefin delivering the right quality.

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

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


Your Company is committed to productivity improvements to create a future abundant witha wealth of knowledge. Multiple initiatives - Knowledge Management Productivity ForumUREKA MyTime and VINCI- enable the Company to harness latent knowledge in theorganization and mobilize it.

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

A brand-new knowledge management repository has grown to a level where the Company canshowcase 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 withinBirlasoft. MyTime is a crowdsourcing platform being utilized by technical enthusiasts todevelop re-usable tools that enhance productivity.

Institutional Shareholding

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

Subsidiaries Associates and Joint Venture Companies

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

As per Section 129(3) of the Companies Act 2013 (hereinafter referred to as "theAct") read with Rule 5 of Companies (Accounts) Rules 2014 the Company has preparedconsolidated financial statements of the Company and all its subsidiaries which form apart of this Annual Report. A statement containing salient features of the financialstatements of the subsidiaries in Form AOC-1 is annexed to this Report as "Annexure1".

In accordance with Section 136(1) of the Act this Annual Report of the Companycontaining the standalone and the consolidated financial statements and all otherdocuments required to be attached thereto have been placed on the website of the Further a report on the highlights of performance of subsidiaries andtheir contribution to the overall performance of the Company has also been placed on thewebsite of the Company. Due to the continuing COVID-19 pandemic the Company shall not beprinting the annual accounts of the subsidiaries the members are therefore requested todownload the same from the website of the Company.

During the financial year 2020-21 the Company had no Associate or Joint Venturecompany.

Board of Directors its Committees and Meetings thereof

The Company has a professional Board with an optimal combination of executivenon-executive and independent directors (including three women directors) who bring to thetable the right mix of knowledge skills and expertise. The Board provides strategicguidance and direction to the Company in achieving its business objectives and protectingthe interest of the stakeholders. The Board is also supported by five Committees ofDirectors viz. Audit Committee Stakeholders Relationship Committee Nomination &Remuneration Committee Corporate Social Responsibility Committee & Risk ManagementCommittee.

One meeting of the Board of Directors is held in each quarter. Additional meetings ofthe Board/Committees are convened as may be necessary for the proper management of thebusiness operations of the Company. A separate meeting of Independent Directors is alsoheld at least once in a year to review the performance of non-independent directors theBoard as a whole and the Chairman.

During the year five meetings of the Board of Directors were held on May 20 2020August 5 2020 November 5 2020 February 6 2021 and March 31 2021. The maximumtime-gap between any two consecutive meetings was within the period prescribed under theAct and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) 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 IdentificationNumber: 00837718) a NonExecutive Director of the Company is liable to retire by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment. The Board of Directors recommends the resolution for re-appoi ntment ofMrs. Amita Birla for the approval of the members of the Company at the ensuing AnnualGeneral Meeting.

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

A detailed update on the Board and its Committees' composition number of meetings heldduring the financial year 2020-21 and attendance of the Directors at these meetings isprovided 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 IndependentDirectors. Based on the confirmation/disclosures received from the Directors and onevaluation of the relationships disclosed the following NonExecutive Directors areindependent in terms of Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015 andSection 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 102020).

ALL the abovenamed Directors have registered themselves with the Independent Director'sDatabank.

i i r / / vvm i me mucpciiuci it un cvivi j uatauai^.

Key Managerial Personnel

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

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


Statutory Auditor

Pursuant to the provisions of Section 139(1) of the Act read with the Companies (Auditand Auditors) Rules 2014 B S R & Co. LLP Chartered Accountants (ICAI FirmRegistration No.: 101248W/W-100022) was re-appointed as the Statutory Auditor of theCompany in the Annual General Meeting held on August 7 2019 for a period of four yearstitt 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 aresetf-exptanatory and do not catt for any further comments. There are no quatificationsreservations or adverse remarks in the Auditor's Report for the financiat year ended March31 2021 and during the year the Auditor had not reported any matter under Section143(12) of the Act therefore no detait is required to be disctosed under Section134(3)(ca) of the Act.

Secretarial Auditor

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

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 thefinanciat 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 riskbased annuat internat audit ptan. The Audit Committee periodicatty reviews the performanceof internat audit function.

Corporate Governance

Pursuant to Regutation 34 of the SEBI (LODR) Regutations 2015 the CorporateGovernance Report for the year ended March 31 2021 with a detaited comptiance reportthereon forms an integrat part of this Annuat Report and is set out as separate sectiontherein. The Auditor's Certificate in respect of comptiance with the provisions concerningCorporate

Governance forms a part of Corporate Governance Report presented in a separate sectionof 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 adetailed review of the operations performance and outlook of the Company and its businessis given in the Management Discussion and Analysis Report which is presented in aseparate section forming part of this Annual Report.

Awards & Recognition

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

• Birlasoft wins Manufacturing Leadership Partner Award at the NationalAssociation of Manufacturers' Manufacturing Leadership Council 2020

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

• Birlasoft recognized as India's Most Admired & Valuable Power Brand Company2020 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 ISGIndex™

Particulars of Employees Directors and Key Managerial Personnel

The ratio of the remuneration of each Director to the median employee's remunerationand other details prescribed in Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedto 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 tenemployees and employees drawing remuneration in excess of the limits as provided in thesaid Rules are set out in the Board's Report as an addendum thereto. However in terms ofprovisions of the first proviso to Section 136(1) of the Act this Annual Report is beingsent to the members of the Company excluding the aforesaid information. The saidinformation is available for inspection and any member interested in obtaining suchinformation 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 theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014relating to ESOPs of the Company is annexed to this Report as "Annexure 4" andhave been uploaded on the website of the Company and can be accessed through web linkhttps:// filings.

Certificate from B S R & Co. LLP Chartered Accountants (ICAI Firm RegistrationNo.: 101248W/ W-100022) Statutory Auditor of the Company confirming that the schemeshave been implemented in accordance with the said SEBI Regulations would be placed at theensuing Annual General Meeting of the Company for inspection by the members.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has a zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention and prohibition of sexual harassment at workplace and hasalso put in place a redressal mechanism for resolving complaints received with respect tosexual harassment and discriminatory employment practices for all genders. The Company hasconstituted Internal Complaints Committee which is responsible for redressal of complaintsrelated to sexual harassment. As part of the orientation programs for all new joinees theCompany 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 theCompany. Details as per the provisions of Sections 21 and 22 of the Sexual Harassment ofWomen 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.


During the financial year under review the Company did not accept deposits coveredunder 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 Companyon the appointment and remuneration of Directors including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder Section 178(3) of the Act is annexed to this Report as "Annexure 5". TheNomination and Remuneration Policy as approved by the Board is available on the Company'swebsite and can be accessed through the web link

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 normade 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 tothe promoter/promoter group which hold(s) 10% or more shareholding in the listed entityin 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 partytransactions. All the transactions entered into with the related parties during thefinancial year were on arm's length basis and were in the ordinary course of business. Allrelated party transactions were placed before the Audit Committee and the Board forapproval wherever required. Prior omnibus approval of the Audit Committee is obtained forthe transactions that are repetitive in nature. These transactions are reviewed by theAudit Committee on a quarterly basis.

There were no materially significant related party transactions made by the Companywith the Promoters Directors Key Managerial Personnel or other designated persons whichmay 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 thefinancial statement. The Policy on Related Party Transactions as approved by the Board isavailable on the Company's website and can be accessed through the web link investors/policies-reports-filings.

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

Material changes and commitments

There are no material changes and commitments affecting the financial position of theCompany that have occurred between the end of the financial year of the Company to whichthe 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 ortribunals against the Company impacting the going concern status and Company's operationsin future.

Risk Management Policy

The Company has constituted a Risk Management Committee ('RMC') of the Board to reviewthe risk management plan/ process of the Company. The Risk Management Committee identifiespotential risks assesses their potential impact and takes timely action to mitigate thesame.

The Company has a Risk Management Policy which has been approved by the Board. The RiskManagement Policy acts as an overarching statement of intent and establishes the guidingprinciples by which key risks are managed across the organization. The Board monitors andreviews periodically the implementation of various aspects of the Risk Management Policythrough a duly constituted RMC. The RMC assists the Board in its oversight of theCompany's management of key risks including strategic and operational risks as well asthe guidelines policies and processes for monitoring and mitigating such risks under theaegis 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 theCompany.

Internal Control Systems and Adequacy of Internal Financial Controls

The Company has put in place adequate internal financial control procedurescommensurate with its size complexity and nature of business. The Company has identifiedand documented all key financials controls which impact the financial statements as partof its Standard Operating Procedures (SOP). The financial controls are tested foroperating effectiveness through ongoing monitoring and review process by the managementand also independently by the Internal Auditor. Where weaknesses are identified as aresult of the reviews new procedures are put in place to strengthen controls and theseare in turn reviewed at regular intervals. The Internal Auditor of the Company reportsfunctionally to the Audit Committee of Board which reviews and approves risk based annualinternal audit plan. The Audit Committee periodically reviews the performance of internalaudit function.

Based on the review nothing has come to the attention of Directors to indicate thatany material breakdown in the function of these controls procedures or systems occurredduring the year under review.

Audit Committee

The Company has a duly constituted Audit Committee in line with the provisions of theAct and the SEBI (LODR) Regulations 2015. The primary objective of the Committee is tomonitor and provide effective supervision of the management's financial reporting processto ensure accurate and timely disclosures with the highest level of transparencyintegrity and quality of financial reporting. The Committee met four times during theyear. Detailed information pertaining to the Audit Committee has been provided in theCorporate Governance Report.

Committee Recommendations

During the year recommendations of all the Committees were accepted by the Board. Thecomposition of the Committees is mentioned in the Corporate Governance Report which formsa 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 ofthe 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 theCompanies (Corporate Social Responsibility Policy) Rules 2014 & the amendmentsthereof 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 beaccessed through the web link

Formal Annual Evaluation by the Board Committees and Individual Directors

A formal evaluation of the performance of the Board its Committees the Chairman andthe individual Directors was carried out for the financial year 2020-21. The performanceevaluation was done using individual questionnaires covering amongst others compositionof Board receipt of regular inputs and information functioning performance andstructure of Board Committees skill set knowledge and expertise of directorspreparation and contribution at Board meetings leadership etc. The performanceevaluation of the respective Committees and that of Independent and NonIndependentDirectors was done by the Board excluding the Director being evaluated.

The performance evaluation of Non-Independent Directors the Chairman and the Board wasdone by the Independent Directors.

Establishment of Vigil Mechanism

The Company has laid down the Whistle Blower Policy covering vigil mechanism as perRegulation 22 of the SEBI (LODR) Regulations 2015 for the Directors and employees toreport their genuine concerns. The details of the same are explained in the CorporateGovernance Report. The Whistle Blower Policy may be accessed on the Company's website atthe web link 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 beaccessed on the Company's website at the web link policies-reports-filings.

Conservation of energy technology absorption and foreign exchange earnings and outgo

Information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (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 andexplanations obtained by them your Directors state that:

i) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on March 31 2021 and of the profit of theCompany for the year ended March 31 2021;

iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 andthat such internal financial controls are adequate and were operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable 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 CFOcertificate for the year under review was placed before the Board of Directors of theCompany 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 Section148(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 bythe 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 Limitedand BSE Limited. The Annual Listing Fees for the financial year 2021-22 have been paid tothese exchanges.

Directors & Officers Insurance Policy

The Company has in place an insurance policy for its Directors & Officers with aquantum and coverage as approved by the Board. The policy complies with the requirement ofRegulation 25(10) of SEBI (LODR) Regulations 2015.

Other Statutory Disclosures

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

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 forthe benefit of employees.

4. Apptication made or any proceeding pending under the Insolvency and Bankruptcy Code2016 (31 of 2016) during the year along with their status as at the end of the financialyear.

5. Difference between amount of the valuation done at the time of one-time settlementand the valuation done white taking toan from the Banks or Financiat Institutions alongwith the reasons thereof.


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

Your Directors thank att the customers vendors investors and bankers for theircontinued support during the year. Your Directors ptace on record their appreciation tothe contribution made by the emptoyees at att tevets. The Company's consistent growth wasmade possibte by their hard work sotidarity co-operation and support.

Your Directors further thank the governments of various countries where the Company hasits operations. Your Directors atso thank the Government of India particutarty theMinistry of Communication and Information Technotogy the Ministry of Commerce theMinistry of Finance the Ministry of Corporate Affairs the Customs and Indirect TaxesDepartments the Income Tax Department the Reserve Bank of India the State Governmentsthe Software Devetopment Centres (SDCs)/Speciat Economic Zones (SEZs) - Pune NoidaMumbai Navi Mumbai Chennai Bengaturu Hyderabad and att other government agencies fortheir 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