12.1 Terms and rights attached to equity shares

The Company has only one class of shares referred to as equity shares having a par value of ' 2 each. Each shareholder of equity shares is entitled to one vote per share and an equal right to dividend.

12.2 The dividend proposed to be distributed to equity shareholders for the year ended 31 March 2024 by the Board of Directors in their meeting held on 29 April 2024 is ' 4.00/- per share (Previous year ' 2.00 per share) and is subject to the approval of the shareholders in the ensuing Annual General Meeting.

12.3 During the year 2022-23, the Company had bought back 7,800,000 fully paid equity shares of ' 2 each for an aggregate amount of ' 3,900 million being 2.79% of the total paid up equity share capital at ' 500 per equity share (‘Buyback'). Subsequent to the buyback, Capital redemption reserve of ' 15.6 million was created to the extent of share capital extinguished. Premium on buyback of ' 3,884.4 million was utilised from securities premium reserve. The transaction cost of buy-back of ' 55.4 million and corresponding tax on buy-back of ' 788.95 million were offset from retained earnings in previous year.

12.4 In the event of liquidation of the Company, the holders of equity shares will be entitled to receive a share in the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

12.9 Shares reserved for issue under options

Details of shares reserved under share based payment plans is disclosed in note 35.

12.10 Capital Management

The Company's objective is to safeguard its ability to continue as a going concern and to maintain investor, creditor and market confidence and to maximize shareholder value. In order to fulfil its objective, the management of the Company monitors the return on capital as well as the level of dividends to ordinary shareholders.

(i) Capital redemption reserve

Represents the nominal amount of:

a) Preference share capital: on redemption of 400,000, 0.01% cumulative redeemable preference shares.

b) Equity share capital: On buy-back of 7,800,000 fully paid equity shares of ' 2/- each in earlier years.

The reserve can be utilised in accordance with the provisions of Section 69 of the Companies Act, 2013.

(ii) Amalgamation reserve

Represents the amount credited on account of cancellation of stock options issued pursuant to the scheme of amalgamation and acquisition.

(iii) Securities premium reserve

Securities premium is used to record the premium received on issue of shares. It is utilized in accordance with the provisions of the Companies Act, 2013.

(iv) Share based payment reserve

The Company has established various equity-settled share based payment plans for certain categories of employees of the Company. Refer note 35 for further details.

(v) Share application money pending allotment

The Company has established various equity-settled share based payment plans for certain categories of employees of the Company. This pertains to application money received from employees pending allotment and issue of shares under share based payment scheme.

26.2 Fair value hierarchy

Financial assets and liabilities include cash and cash equivalents, other balances with banks, trade receivables (including unbilled), other financial assets, trade payables and other financial liabilities whose fair values approximate their carrying amounts largely due to the short term nature of such assets and liabilities. Fair value of lease liabilities approximate its carrying amounts, as lease liabilities are valued using the discounted cash flow method.

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This level of hierarchy include Company's over the counter (OTC) derivative contracts.

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following methods and assumptions were used to estimate the fair values:

i) The fair value of the quoted bonds and mutual funds are based on price quotations at reporting date.

with reputed banks. As per Ind AS 109 : Financial Instruments, the Company uses expected credit loss model to assess the impairment loss or gain.

The carrying amount of trade and other receivables and other financial assets represents the maximum credit exposure. i. Trade receivables

The management has established accounts receivable policy under which customer accounts are regularly monitored. The Company has a dedicated sales team at each geography which is responsible for collecting dues from the customer within stipulated period. The management reviews status of critical accounts on a regular basis.

26.3 Financial risk management

The Board of Directors has overall responsibility for the establishment and oversight of the Company risk management framework. The board of directors has established the Risk Management Committees, which is responsible for developing and monitoring the Company's risk management policies. The Company has exposure to the following risks arising from financial instruments.

a. Credit risk

Credit risk is the risk of financial losses to the Company if a customer or counterparty to financial instruments fails to discharge its contractual obligations and arises primarily from the Company's receivables from customers amounting to ' 3,607.97 million and ' 2,202.02 million and unbilled revenue amounting to ' 155.96 million and ' 151.41 million as on 31 March 2024 and 31 March 2023 respectively. To manage this, the Company periodically assesses the key accounts receivable balances. Credit risk on derivative instruments is generally low as the Company enters into derivative contracts

iii. Cash and bank balances

The Company held cash and bank balances of ' 855.89 million and ' 2,652.27 million as on 31 March 2024 and 31 March 2023 respectively. The cash and bank balances are held with banks which have high credit ratings assigned by international credit rating agencies.

iv. Guarantees

The Company's policy is to provide financial guarantees on behalf of subsidiaries. The Company has issued the guarantees to certain banks in respect of credit facilities granted to its subsidiaries. There are Nil external borrowings in subsidiaries as on 31 March 2024 and 31 March 2023.

v. Investment

The Company invests surplus funds in mutual fund schemes, bonds and fixed deposits. The mutual funds are regulated by Securities and Exchange Board of India (SEBI). The Company manages the risk through diversification and by placing limits on individual instruments. Investments of surplus funds are made only with approved counterparties having a good market reputation and within credit limits assigned to each counterparty.

b. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company has a view of maintaining liquidity and to take minimum possible risk while making investments. In order to maintain liquidity, the Company invests its excess funds in short term liquid assets like liquid mutual funds and bonds.

28 Disclosure as per the requirement of section 22 of the Micro, Small and Medium Enterprise Development Act, 2006:

a. Principal amount payable to Micro and Small Enterprises (to the extent identified by the Company from available information) as at 31 March 2024 is ' 22.25 million (trade payable: ' 21.03 million; payables in respect of fixed assets ' 1.22 million) [(Previous year - ' 12.09 million) (trade payable: ' 11.63 million; payables in respect of fixed assets ' 0.47 million)]. Estimated interest due thereon is Nil (Previous year Nil).

b. Amount of payments made to suppliers beyond the appointed date during the year is ' 55 million (Previous year - ' 73.09 million). Interest paid thereon is Nil (Previous year - Nil) and the estimated interest due and payable thereon is ' 1.30 million (Previous year - ' 1.09 million).

c. The amount of interest due and payable for the period of delay in making payment but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006 is Nil.

d. The amount of estimated interest accrued and remaining unpaid as at 31 March 2024 is ' 5.42 million (Previous year ' 4.16 million).

e. The amount of further estimated interest due and payable for the period from 1 April 2024 to actual date of payment or 30 April 2024 (whichever is earlier) is Nil.

29 Disclosures as per Ind AS 115 - Revenue from Contract with Customersa. Disaggregation of revenue from contracts with customers

Set out below is the disaggregation of the Company’s revenue from contracts with customers

The unearned revenue primarily relate to the advance consideration received on contracts entered with customers for which no work is performed at the reporting date, and therefore revenue will be recognized when rights become unconditional.

Performance Obligation

While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially) satisfied performance obligations, along with the broad time band for the expected time to recognise those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts.

Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc).

30 Details of employee benefits as required by Ind AS 19 - “Employee benefits are as under”:1 Defined contribution plan - Provident fund

Amount recognized as an expense in the Statement of Profit and Loss in respect of defined contribution plan is ' 679.22 million (Previous year ' 626.9 million).

2 Defined benefit plan

Defined benefit plan - Funded

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Gratuity is a benefit to an employee in India based on 15 days of last drawn salary for each completed year of service with a vesting period of 5 years.

These defined benefit plans expose the Company to actuarial risks, such as longevity risk and interest rate risk.

Contract Fulfillment Cost:

The Company recognizes contract fulfilment cost as an asset if those costs specifically relate to a contract or to an anticipated contract, the costs generate or enhance resources that will be used in satisfying performance obligations in future; and the costs are expected to be recovered. The asset so recognized is amortized on a systematic basis consistent with the transfer of goods or services to customer to which the asset relates.

31 Segment information

Where a financial report contains both consolidated financial statements and separate financial statements of the parent, segment information needs to be presented only in case of consolidated financial statements. Accordingly, segment information has been provided only in the consolidated financial statements.

(i) Service tax matters

a. The Company has filed an appeal before Central Excise and Service Tax Appellate Tribunal against the order received from Commissioner of Central Excise & Service Tax, Pune I for the period April 2014 to March 2015 demanding service tax on:

- '169.34 million (Previous year ' 169.34 million) towards Service Tax on the amount received by branches from overseas clients on behalf of the Company, under the head ‘Business Auxiliary Services.

- ' 13.07 million (Previous year ' 13.07 million) towards the amount of expenditure made in foreign currency.

b. The Company has filed an appeal before Central Excise and Service Tax Appellate Tribunal against the order received from Commissioner (Appeals - I), Central Excise & Service Tax, Pune for the period April 2010 to June 2012 demanding service tax on:

- ' 4.79 million (Previous year ' 4.79 million) towards the amount of expenditure against reimbursement of expenses.

c. Department has filed an appeal against the Company in the following cases:

- ' 469.65 million (Previous year ' 469.65 million) towards Service Tax on the amount received by branches from overseas clients on behalf of the Company for the period October 2006 to March 2014, under the head ‘Business Auxiliary Services' and expenditure made in foreign currency with the Hon'ble Supreme Court of India.

- ' 28.60 million (Previous year ' 28.60 million) towards Service Tax refund granted for the period April 2006 to March 2008 with the Hon'ble Bombay High Court.

(ii) Income tax matters

The Income Tax Department has filed appeals for various years with Hon'ble Delhi High Court predominantly contesting a) the set off of losses of STP unit against Non STP unit b) deduction claimed by the Company u/s 10A of the Income-tax Act, 1961 and c) the Arm's Length Price of the transactions entered with the related parties. The disputed tax amount is ' 601.90 million (previous year ' 601.90 million).

The Company has filed appeals with various appellate authorities for different assessment years. The key items for which appeals are filed are a) allowabilty of deduction claimed by the Company u/s 10A of the Income-tax Act, 1961 b) deduction under section 36 of the Income-tax Act, 1961, with respect to deposit of dues and c) disllowance of section 80G claim. The disputed tax amount is ' 90.80 million (previous year ' 108.75 million).

(iii) Other matters

These matters pertain to the Transferor Company acquired pursuant to the composite scheme.

a. ' 19.47 million (previous year ' 19.47 million)(excluding interest) arising out of the Order passed by District Magistrate/Collector, Gautam Budha Nagar, imposing stamp duty of ' 12.98 million for alleged short payment of stamp duty along with penalty of ' 6.49 million in respect of the office space taken (since vacated) at D-195 , Sector 63 , Noida, Gautam Budha Nagar, Uttar Pradesh, India, by erstwhile Birlasoft (India) Ltd. (now merged with and into Birlasoft Limited ). The matter has been remanded back by Hon'ble Supreme Court to Hon'ble Allahabad High Court for hearing it afresh. The matter is presently pending before Hon'ble Allahabad High Court.

b. ' 7.20 million (previous year ' 7.20 million) (excluding interest) arising out of the Order passed by Additional District Magistrate/Collector, Gautam Budha Nagar, imposing stamp duty of ' 6.20 million for alleged short payment of stamp duty along with penalty of ' 1.00 million in respect of the office space taken (since vacated) at H-9, Sector 63 , Noida, Gautam Budha Nagar, Uttar Pradesh, India, by erstwhile Birlasoft (India) Ltd. (now merged with and into Birlasoft Limited). The Company has filed a Writ petition before Hon'ble Allahabad High Court for quashing of the Order.

c. ' 1.08 million (previous year ' 1.08 million) arising out of the Demand Notice issued by Tamil Nadu Electricity Board, Chennai on account of purported short levy due to tariff difference. The Company has filed a Writ petition before the Hon'ble Madras High Court at Chennai, challenging such a demand. The Court heard the Arguments and directed the respondent Board TNEB to file appropriate petition before the Tamil Nadu Electricity Regulatory Commission for appropriate order passed by the Commission. Case disposed on

26.08.2019. It is found that TNEB has not yet filed any application to that effect. Further, none of the other similar consumers such as Birlasoft have approached the TNERC. Once TNEB files an application before the TNERC and Birlasoft receives notice of the said application further proceedings will take place. There is yet not any finality on the alleged demand.

2 Provision for decommissioning liability

As per Ind AS 37, the Company has made provision for future lease restoration expense of ' 3.58 million (Previous year ' 4.23 million) in respect leased premises in Noida and Hyderabad. The same is expected to be utilized at the end of the lease period in 2024 and 2026.

3 Commitments:

Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for:

a. Property, plant and equipment - ' 39.72 million (Net of capital advances Nil) [Previous Year ' 156.68 million (Net of capital advances ' 3.9 million)].

b. Intangibles - Nil (Net of capital advances Nil) [Previous Year ' 0.74 million (Net of capital advances Nil)].

35 Share based payments1 Employee Stock Option Plan - 2006

The Board of Directors and the shareholders of the Company approved another Employees Stock Option Plan at their meeting in July 2006 and in August 2006, respectively. Pursuant to this approval, the Company instituted ESOP 2006, Plan in October, 2006. The Nomination and Remuneration Committee of the Board of Directors of the Company ("the NRC") administers this Plan. Each option carries with it the right to purchase one equity share of the Company. The Options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the fair market value. The vesting of the options is 30%, 30% and 40% of total options granted after end of first, second and third year respectively from the date of grant. The maximum exercise period is 5 years from the date of vesting.

The fair value of each option is estimated on the date of grant using Black and Scholes option pricing model. There has been no grant of options under the plan for the year ended 31 March 2024 and 31 March 2023.

The Company recorded an employee compensation cost of Nil (Previous year Nil) in the Statement of Profit and Loss.

The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to publicly available information.

2 Employee Stock Option Plan - 2015

The Board of Directors and the shareholders of the Company approved another Employee Stock Option Plan at their meeting in April 2015 and August 2015, respectively. Pursuant to this approval, the Company instituted ESOP 2015 Plan in August 2015. The Nomination and Remuneration Committe of the Board of Directors of the Company (“NRC") administers this Plan. Each option carries with it the right to purchase one equity share of the Company. The Options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the fair market value. The vesting of the options is 30%, 30% and 40% of total options granted after end of first, second and third year respectively from the date of grant. The maximum exercise period is 5 years from the date of vesting.

The fair value of each option is estimated on the date of grant using Black and Scholes option pricing model. There has been no grant of options under the plan for the year ended 31 March 2024 and 31 March 2023.

The Company recorded an employee compensation cost of Nil (Previous year Nil) in the Statement of Profit and Loss.

The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to publicly available information.

Employee Stock Option Plan- 2006 and Employee Stock Option Plan- 2015 (Share based payment schemes of the Company) were administered by the Employee Welfare Trust (EWT). Under the Composite scheme of arrangement, 2019, the EWT was transferred to KPIT Technologies Limited (erstwhile KPIT Engineering Limited). Hence, Company has not done any further allotments against exercise of these options, as the same has been already allotted EWT during the previous years.

3 Employee Stock Option Plan - 2019

The Board of Directors and the shareholders of the Company approved another Employee Stock Option Plan at their meeting in February 2019. Pursuant to this approval, the Company instituted ESOP 2019 Plan in February 2019. The Nomination and Remuneration Committee of the Board of Directors of the Company (“the NRC") administers this Plan. Each option carries with it the right to purchase one equity share of the Company. The Options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the face value of shares as on date of grant of such option. Option Granted under ESOP 2019 shall vest not earlier than minimum period of 1 (One) year and not later than maximum period of 3 (Three) years from the date of Grant. The vesting of the options is 30%, 30% and 40% of total options granted after end of first, second and third year respectively from the date of grant. The maximum exercise period is 4 years from the date of vesting.

The fair value of each option is estimated on the date of grant using Black and Scholes option pricing model. There has been no grant of options under the plan for the year ended 31 March 2024 and 31 March 2023.

The Company recorded an employee compensation cost of Nil (Previous year Nil) in the Statement of Profit and Loss.

The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to publicly available information.

Share Incentive Plan - 2019

The Board of Directors and the shareholders of the Company approved another Employee Stock Option Plan at their meeting in November 2019. Pursuant to this approval, the Company instituted Share Incentive Plan 2019 in November 2019. The Nomination and Remuneration Committee of the Board of Directors of the Company ("the NRC") administers this Plan. Each option carries with it the right to purchase one equity share of the Company. The Options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the face value of shares as on date of grant of such option. The vesting of the options is 50% and 50% of total options granted after end of second and third year respectively from the date of grant. The maximum exercise period is 4 years from the date of vesting.

The Company recorded an employee compensation cost of ' 35.26 million (Previous year ' 74.83 million) in the Statement of Profit and Loss.

The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to publicly available information.

5 Share Incentive Plan - 2019

The Board of Directors and the shareholders of the Company approved another Employee Stock Option Plan at their meeting in November 2019. Pursuant to this approval, the Company instituted Share Incentive Plan 2019 in November 2019. The Nomination and Remuneration Committee of the Board of Directors of the Company (“the NRC") administers this Plan. Each Restricted Stock Unit carries with it the right to purchase one equity share of the Company. The Units have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the face value of shares as on date of grant of such unit. The vesting of the options is 50% and 50% of total units granted after end of second and third year respectively from the date of grant. The maximum exercise period is 4 years from the date of vesting.

The fair value of each option is estimated on the date of grant using Black and Scholes option pricing model. There has been no grant of options under the plan for the year ended 31 March 2024 and 31 March 2023.

The Company recorded an employee compensation cost of ' 1.1 million (Previous year ' 9.62 million) in the Statement of Profit and Loss.

The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to publicly available information.

6 Share Incentive Plan - 2022

The Board of Directors and the shareholders of the Company approved Birlasoft Share Incentive Plan 2022 ("SIP 2022") at their meetings held on May 23, 2022 and August 3, 2022. The Nomination and Remuneration Committee of the Board of Directors of the Company (“the NRC") implements and administers this SIP 2022 Plan. Each Performance Stock Unit (“PSU")/Restricted Stock Unit (“RSU") collectively referred to as “Awards" carries with it the right to be converted into one equity share of the Company. The PSUs/RSUs have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the face value of shares as on date of grant of Awards. The vesting criteria of the Awards is determined by the NRC and is provided to employee in the Letter of Grant. The maximum exercise period is 4 years from the date of vesting.

The weighted average share price of the options exercised under Share Incentive Plan - 2022 (RSU) on the date of exercise during the year was ' 792.18 (Previous year Nil).

38 The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled for certain changes made using privileged/ administrative access rights to the application (SAP RISE) and/or the underlying database (SAP HANA). Further no instance of audit trail feature being tampered with was noted in respect of the accounting software.

39 The Company received whistle blower allegations in September 2023 and February 2024 alleging improper conducts of certain employees. The Management is taking steps to understand and assess these allegations. Pending final outcome thereof no adjustment to the financial statements have been identified till the reporting date.

40 Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(vi) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(vii) The Company has non-fund based working capital facilities from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts.

(viii) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(ix) The Company has not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(x) The Company has not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Reason for shortfall

During the year, the Company identified and initiated ongoing projects amounting to ' 11.72 million, the duration of which is upto 12 months. The said amount being unspent as on 31 March 2024, has been transferred subsequently to the Unspent CSR Account on 17 April 2024, as required by Section 135(6) of the Companies Act, 2013.

42 Previous year figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/ disclosure.