The Directors are pleased to present the 34th Annual Report on the business and operations of Birlasoft Limited, along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025.
Summary of Financial Performance
The financial performance of Birlasoft Limited (“Birlasoft" or “the Company") for the financial year ended March 31, 2025, is summarized below:
|
(' in million)
|
|
Particulars
|
Standalone
|
Consolidated
|
|
FY 2024-25
|
FY 2023-24
|
FY 2024-25
|
FY 2023-24
|
|
Revenue from operations
|
26,579
|
26,445
|
53,752
|
52,781
|
|
Earnings Before Interest, Depreciation and Tax
|
3,331
|
3,812
|
6,974
|
8,362
|
|
Less: Interest
|
86
|
69
|
234
|
199
|
|
Less: Depreciation
|
730
|
763
|
857
|
850
|
|
Add: Other Income
|
1,369
|
983
|
1,085
|
1,035
|
|
Profit before tax
|
3,884
|
3,962
|
6,968
|
8,348
|
|
Less: Taxes
|
899
|
975
|
1,801
|
2,110
|
|
Profit for the Year
|
2,985
|
2,987
|
5,168
|
6,238
|
|
Other Comprehensive Income/(Loss) net of tax
|
(27)
|
8
|
349
|
244
|
|
Total Comprehensive Income for the year
|
2,958
|
2,996
|
5,517
|
6,482
|
Business Performance
FY 2024-25 (FY'25) has been a steady year for Birlasoft from the revenue perspective, reflecting its resilience in the face of a softened demand environment owing to sustained macroeconomic challenges.
On a consolidated basis, revenues for the year under review grew by 1.8% to ' 53,752 million from ' 52,781 million in the previous year (FY'24). Earnings before interest, tax, depreciation, and amortization (EBITDA) stood at ' 6,974 million (' 8,362 million in FY'24). Net Profit after tax stood at ' 5,168 million (' 6,238 million in FY'24), translating into a basic earnings per share of '18.64 for the year (' 22.54 in FY'24).
During FY'25, the Company made significant investments in its business, successfully secured some consolidation deals that required pricing flexibility, and grew its infrastructure business that initially tends to have lower margins. Over time infrastructure engagements tend to see an improvement in margins as they scale up. These factors have had a tempering effect on margin performance for the year.
On a standalone basis, revenue from operations increased by 0.5% to ' 26,579 million in FY'25 from ' 26,445 million
in FY'24. Net Profit after tax stood at ' 2,985 million (' 2,987 million in FY'24).
During FY'25, Birlasoft continued to invest in creating or scaling-up capabilities that should drive future growth. An example of that is its early adoption of emerging technologies like GenAI. The Company is also using its specialized domain expertise within each of its verticals and sub-verticals, together with its tech capabilities, to create offerings and use cases that are more relevant for customers and prospects. The Company has also been driving a cultural transformation aimed at driving greater accountability and swifter action.
On the deals front, Birlasoft secured deals amounting to a Total Contract Value (“TCV") of $ 758 million during FY'25. This came on the back of a significant spike in TCV volume during the second half of the financial year, with a large deal win in the Rest of the World (ROW) region where the Company has been making investments. The Company achieved deals TCV of $ 226 million in the third quarter of FY'25 and recorded a further sequential increase of 4% in total deals TCV to $ 236 million during the fourth quarter of FY'25. The deals pipeline remains promising, which augurs well for the Company's future performance.
In terms of investments for future growth, the Company has been investing in its business with a focus on bridging capability gaps and scaling existing capabilities that are and will remain relevant in the marketplace. Birlasoft has been concentrating its efforts in the areas of AI/GenAI and Al-driven quality assurance services, Data, and Product & App Engineering. During the year under review, Birlasoft launched its “AI for All" initiative that envisions a future where Agentic AI solutions are seamlessly integrated into every phase of software engineering, augmenting human capabilities to optimize processes, decision making, improving time to market, and building cost effective solutions. Birlasoft has been an early mover in this apace, having established an Open AI Centre of Excellence in collaboration with Microsoft in the FY'24 and since having trained or re-skilled most of its employees on GenAI. The Company has also made noticeable progress on the Cloud technologies and services front, augmenting its already strong cloud-first foundation with noticeable progress in further building up its competencies across platforms such as Azure and AWS.
The Management Discussion & Analysis (MD&A) of the Company's business, industry, and performance, appears separately in this Annual Report.
Dividend
During the year under review, the Company recommended/ declared dividend as under:
|
Type of
|
Dividend per
|
Percentage
|
Face Value
|
|
Dividend
|
share (in ')
|
of face value (%)
|
(in ')
|
|
Interim
|
2.50
|
125%
|
2
|
|
Final*
|
4.00
|
200%
|
2
|
^Recommended by the Board of Directors at its meeting held on May 28, 2025. The payment is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM") of the Company. The Record Date for determining the entitlement of the Members to the final dividend for the financial year 2024-25, if approved by the Members at the AGM, is Friday, July 18, 2025.
Pursuant to the provisions of the Income-tax Act, 1961, dividend paid or distributed by the companies shall be taxable in the hands of the Members. The Company shall, accordingly, make the payment of dividend after deduction of tax at source, at the rates prescribed therein. For further details on taxability, please refer the “Annexure - TDS on Dividend" which forms part of this Annual Report.
Dividend Distribution Policy
The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI (LODR) Regulations, 2015"), is available on the Company's website at https://www.birlasoft.com/company/ investors/policies-reports-filings.
Share Capital
During the year under review, the Company allotted 1,939,772 equity shares of ' 2/- each, under its Employees Stock Option Plans. The issued, subscribed and paid-up capital of the Company, as on March 31, 2025, is ' 555,754,386/-, consisting of 277,877,193 equity shares of ' 2/- each.
Transfer to General Reserve
During the year under review, the Company has not transferred any amount to General Reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31,2025, please refer to the ‘Statement of Changes in Equity' included in the standalone and consolidated financial statements which forms part of this Annual Report.
Credit Rating
The Company has been rated by CARE Ratings Limited (“Credit Rating Agency"), as below:
|
Facilities
|
Rating
|
|
Long-term Bank Facilities
|
CARE AA ; Stable
|
|
Long-term/Short-term Bank Facilities
|
CARE AA ; Stable/CARE A1
|
|
Short-term Bank Facilities
|
CARE A1
|
Quality and Information Security
The Company continues to improve its quality focus through internal initiatives and by getting assessed against international standards. During the current Voice of Customer (“VOC") cycle, customers have appreciated the value delivered by project teams and have rated them on an average at 4.54 on a scale of 1-5, 5 being the highest. This reinforces our commitment to boosting productivity by helping customers run their businesses efficiently.
In line with its focus to be assessed against international standards, Birlasoft is appraised for CMMI-DEV® (Development) & CMMI-SVC® (Services) V3.0 at Maturity Level 5. This milestone is a testimony to Birlasoft's commitment to continuously improve on quality & operational processes, while at the same time, strengthening delivery capabilities to meet customer expectations. Birlasoft's Quality Management system is certified for ISO 9001:2015 and ISO 20000:2018 Standards for IT Services and this reflects the Company's belief in delivering the right quality.
Independence of the Board
The Board comprises optimal number of Independent Directors. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are independent in terms of Regulations 16(1)(b) and 25 of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Act:
1. Ananth Sankaranarayanan (DIN: 07527676);
2. Satyavati Berera (DIN: 05002709);
3. Nidhi Killawala (DIN: 05182060); and
4. Manish Choksi (DIN: 00026496).
All the abovenamed Directors have registered themselves with the Independent Directors Databank maintained by Indian Institute of Corporate Affairs (“IICA") and are either exempted from or have complied with the requirements of online proficiency self-assessment test conducted by IICA.
The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience, proficiency, expertise and hold high standards of integrity.
Auditors
- Statutory Auditors
M/s. S R B C & Co LLP, Chartered Accountants (ICAI Firm Registration No.: 324982E/E300003), were appointed as the Statutory Auditors of the Company, at the AGM held on July 27, 2023, for a period of 5 (five) years till the conclusion of the AGM to be held in the year 2028.
During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
Birlasoft has continued to maintain a mature Information Security Management System & Privacy Information Management System in support of the hybrid workforce, providing improved user experience and security at the edge. The Company continues to remain ever vigilant of the evolving threat landscape globally and made investments in modern technologies and improved processes, whilst adopting automation to stay abreast of new and emerging threats. Birlasoft continues to be certified against the newer version of Information Security Management System standard - ISO 27001:2022 and Privacy Information Management System Standard - ISO 27701:2019. Further, as per SSAE 18 SOC 2 Type 2 criteria, the Company's service commitments and system requirements were achieved, which have also been validated by an independent audit firm.
Productivity
The Company is committed to productivity improvements to create a future abundant with a wealth of knowledge. Multiple initiatives like Knowledge Management, bRight, UREKA, and Value IN Customer's Interest (“VINCI") enable the Company to harness latent knowledge in the organization and mobilize it.
bRight is an initiative that has been introduced to share the best practices & celebrate the accounts with exemplary performance, cross-account learning opportunities through eight different themes, driving continuous improvement culture across the organization.
Institutional Shareholding
As on March 31, 2025, the total Institutional Shareholding in the Company was 36.2% of the total paid-up equity share capital.
Subsidiaries, Associates and Joint Venture Companies
As on March 31, 2025, the Company has 13 subsidiaries, including step-down subsidiaries. The Company has two material subsidiaries, viz., Birlasoft Solutions Inc. & Birlasoft Inc., details of which are given in the Corporate Governance Report.
As per Section 129(3) of the Companies Act, 2013 (“the Act"), consolidated financial statements of the Company and all its subsidiaries have been prepared and the same form a part of this Annual Report. In terms of Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries in Form AOC-1 is annexed to this Report as “Annexure 1".
In accordance with Section 136(1) of the Act, this Annual Report of the Company, containing the standalone and the consolidated financial statements and all other documents required to be attached thereto has been placed on the website of the Company at www.birlasoft.com.
During the financial year 2024-25, the Company had no Associate or Joint Venture company.
Board of Directors, its Committees and Meetings thereof
The Company's Board comprises an optimal mix of executive, non-executive, and independent directors (including three women directors), offering a balanced array of knowledge, skills, and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and safeguarding the interests of all stakeholders.
The Board has following five Committees:
- Audit Committee;
- Stakeholders Relationship Committee;
- Nomination and Remuneration Committee;
- Corporate Social Responsibility Committee; and
- Risk Management Committee.
The Board meets once every quarter. Additional meetings of the Board/Committees are convened as may be necessary for the proper management of the business operations of the Company. A separate meeting of Independent Directors is also held at least once a year to review the performance of the Chairman, other Non-Independent Directors and the Board as a whole.
During the year, five Board meetings were held on April 29, 2024, July 31, 2024, October 23, 2024, February 11, 2025 and March 28, 2025. The maximum gap between any two consecutive meetings was within the period prescribed under the Act and SEBI (LODR) Regulations, 2015.
A detailed update on the Board and its Committees' composition, meetings held and attendance of the Directors at these meetings is provided in the Corporate Governance Report, which forms a part of this Annual Report.
Directors and Key Managerial Personnel (“KMP”)
There were no changes in the composition of Directors during the financial year.
In accordance with Section 152 of the Act, Angan Guha (DIN: 09791436), Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee & the Board recommends the resolution for his re-appointment for approval of the Members at the ensuing AGM. A brief profile and other details relating to re-appointment of Angan Guha are provided in this Annual Report.
None of the Directors are disqualified under Section 164(2) of the Act.
The following persons are currently designated as KMP of the Company pursuant to Sections 2(51) and 203 of the Act, read with the Rules framed thereunder:
|
Sr.
No.
|
Name
|
DIN/
Membership
Number
|
Designation
|
|
1
|
Angan Guha
|
09791436
|
Chief Executive Officer & Managing Director
|
|
2
|
Kamini Shah
|
FCA 203593
|
Chief Financial Officer
|
|
3
|
Sneha Padve
|
ACS 9678
|
Company Secretary
|
Further, in terms of Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, the Statutory Auditors of the Company are subjected to the Peer Review process of the Institute of Chartered Accountants of India; and they have confirmed that they hold a valid certificate issued by the ‘Peer Review Board' of Institute of Chartered Accountants of India.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. K. R. Chandratre, Practising Company Secretary (FCS No.: 1370 and CP No.: 5144), was appointed as the Secretarial Auditor to conduct audit for the year under review. The Report of the Secretarial Auditor, for the financial year ended March 31, 2025, is annexed as “Annexure 2". It does not contain any qualification, reservation or adverse remark.
During the year under review, the Secretarial Auditor has not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.
Further, pursuant to the SEBI (LODR) Regulations, 2015, and based on the recommendation of the Board of Directors of the Company, it is proposed to appoint Dr. K. R. Chandratre, a Peer Reviewed Company Secretary in Whole-time Practice, (Membership No.: FCS 1370 and Certificate of Practice No.: 5144), as the Secretarial Auditor of the Company, to hold office for a period of 5 (five) consecutive financial years commencing from April 1, 2025 till March 31, 2030.
Accordingly, an item for appointment of Dr. K. R. Chandratre as the Secretarial Auditor of the Company is being placed at the ensuing AGM for approval of the Members. Information about the proposed appointment is given in the Notice of AGM which forms part of this Annual Report.
Internal Auditor
The Internal Auditor and the Head of Internal Audit function within the Company reports functionally to the Audit Committee of Board, which reviews and approves risk based annual internal audit plan and the performance of internal audit function. The scope of work, including annual internal audit plan, authority and resources, is regularly reviewed and approved by the Audit Committee. Annual internal audit plan is aligned with the Enterprise Risk Management framework to ensure that all critical
risks are covered in the audit plan. Internal Audit work is also supported by the services of leading international audit firms.
Annual Secretarial Compliance Report
Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015, the Company has undertaken an audit for the year ended March 31, 2025, for all applicable compliances. The Annual Secretarial Compliance Report duly signed by Dr. K. R. Chandratre, Practising Company Secretary, is available on the website of the Company at https://www.birlasoft.com/company/ investors/policies-reports-filings.
Corporate Governance
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, Corporate Governance Report for the year ended March 31, 2025, forms an integral part of this Annual Report. It also includes a certificate from the Practicing Company Secretary in respect of compliance with the provisions of the SEBI (LODR) Regulations, 2015 related to Corporate Governance.
Management Discussion and Analysis
In terms of provisions of Regulation 34(2) of the SEBI (LODR) Regulations, 2015, a detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.
Awards & Recognitions
In recognition of its constant quest for excellence, the Company has been awarded and recognised at various forums. The prominent ones are listed below:
Corporate
• Birlasoft recognized as a Great Place to Work for the fourth consecutive year.
• Birlasoft is among the TOP 100 Great Places to Work.
• Birlasoft recognized as one of India's Top 50 Best Workplaces in IT & IT-BPM 2024 by Great Place to Work®.
• Birlasoft recognized amongst the Top Leadership Factories in India by the Great Manager Institute.
• Birlasoft ranked amongst India's Top 50 Companies with Great Managers™ for 2024 by People Business.
• Birlasoft recognized at Jombay's WOW Workplace Awards 2025 - for creating an innovative and inclusive workplace.
• Birlasoft CFO Kamini Shah bagged Gold for Excellence in Corporate Governance and Silver for Excellence in Risk Management at the ASSOCHAM 3rd Vibrant Bharat CFO Summit & Awards.
• Birlasoft CFO Kamini Shah recognized as the Visionary Leader of 2024 at the FE Finance Leadership Dialogue 2024.
• Birlasoft COO Dr. Selvakumaran Mannappan featured in the ‘Chief Operating Officer: Operational Maestros' list by HR ASSOCIATION OF INDIA (HRAI).
• Birlasoft won two awards at ISG Women in Digital awards in the APAC and India region. Rishu Sharma, Director of the Digital and Data practice, won the title of Digital Titan. Sarika Arora Saini, DEI Lead, received Silver under the Women's Advocacy category.
• Birlasoft bagged one Gold and four Silver awards for its bInclusive campaign at the Economic Times BrandEquity MarTech Awards 2024, FE FuTech Awards 2024, and e4m MarTech India Awards 2024.
• Birlasoft's weekly radio show - Birlasoft on Air won Gold at the 13th ACEF Global Customer Engagement Awards.
• Birlasoft awarded for Best Legal Tech Implementation by the Economic Times at the Global Legal Awards 2024-25.
Business
• Birlasoft recognized as the SnapLogic Americas Partner of the Year 2025.
• Birlasoft received the Corporate Governance Excellence Award 2024 by the Directors Institute.
• Birlasoft honoured for its Outstanding Contribution to Digital Transformation at the GCC Excellence Award 2024.
• Birlasoft won the prestigious SAP ALM Excellence at the Indus Awards 2024.
• Birlasoft recognized as the Innovative Partnership Leader at Synchrony's Path to Parity 2024.
Human Resources
• Birlasoft bagged Gold at The Economic Times Human Capital Awards 2024 in the ITES & Telecom category.
• Birlasoft secured Gold at the BW People Tech Future Awards 2025 in the HR Tech category for its Ski llFolio initiative.
• Birlasoft's HR Leaders Deeraj Malhotra and Runu Jain recognized at the BW People HR 50 Under 50 Awards 2025.
• Birlasoft bagged Gold at the Brandon Hall Group HCM Excellence Awards 2024 in the Best Learning Technology Implementation category for ‘Democratizing Learning -Ride the Tide of Change' initiative.
• Birlasoft's Young Titans High Potential Development Program earned Silver at the Brandon Hall Group HCM Excellence Awards 2024.
Diversity Equity & Inclusion
• Birlasoft recognized with 7 awards at the DivHersity & ForHer Awards 2025 across seven categories.
• Birlasoft certified as DEI Crusader at the ET Now Diversity and Inclusion Summit 2024.
• Birlasoft recognized as a DEI Champion at the DEI Awards 2024 by the HR Association of India.
Corporate Social Responsibility
• Birlasoft's CSR initiative, Project Shodhan, awarded the Eco Warrior Award at the Karma Summit 2024.
Environmental Social & Governance
• Birlasoft recognized as one of the ‘ESG Champions of India 2025' in the Supplier Engagement category by Dun & Bradstreet.
• Birlasoft bags Bronze at the BW Businessworld FM Conference and Excellence Awards 2024 for its Green Building practices.
• Birlasoft has secured the Diamond Award for Leader of the year 2024-25 in Water stewardship category at INFHRA Corporate Excellence Awards 2024-25 - New Delhi Edition.
Analyst recognitions
• Birlasoft recognized as ‘Leader' in the ‘SAP Ecosystem Partners 2025 ISG Provider Lens™ Study' - APAC, Germany, U.S.
• Birlasoft identified as a ‘Leader' in the ‘Oil and Gas Industry - Services and Solutions 2024 ISG Provider Lens™ Study' - North America.
• Birlasoft recognized as ‘Leader' in the ‘Next-Gen ADM Services 2024 ISG Provider Lens Study' - APAC, Europe, U.S.
• Birlasoft positioned in ‘Leader Zone' by Zinnov for ‘Digital Engineering and ER&D Services - U.S. Digital Engineering Services and Data and AI services - 2024'.
• Birlasoft recognized as ‘Leader' in the ‘Generative AI Services 2024 ISG Provider Lens Study' - Global.
• Birlasoft positioned in ‘Horizon 2' as an ‘Enterprise Innovator' in the HFS Generative Enterprise Services 2025 Horizons Report.
• Birlasoft's three case studies recognized as ‘Stand Out', one each in Manufacturing, ERP and Data & Digital.
• Birlasoft recognized as an ‘Innovator' in Avasant's SAP Successfactors Services 2024 Radarview™ report.
• Birlasoft recognized as ‘Star Performer' and a ‘Major Contender' in the Everest Group Capital Markets IT Services PEAK Matrix® Assessment.
• Birlasoft identified as ‘Rising Star' and ‘Major Contender' in the Everest group's SAP Business Application Services PEAK Matrix® Assessment 2025.
• Birlasoft identified as a ‘Product Challenger; Market Challenger and Contender' in the ‘Manufacturing Industry Services and Solutions 2024 ISG Provider Lens™ Study' -EUR, North America.
• Birlasoft recognized as a ‘Major Contender' in the ‘Quality Engineering (QE) Services for AI Applications and Systems PEAK Matrix® Assessment 2024' by Everest.
• Birlasoft recognized as ‘Market Challenger' and ‘Product Challenger' in the ‘Digital Engineering Services 2025 ISG Provider Lens™ Study' - Europe, U.S.
• Birlasoft identified as a ‘Product Challenger' in the
‘Advanced Analytics and AI Services ISG Provider Lens' Study.
• Birlasoft identified as a ‘Product Challenger' in the
‘Intelligent Automation Services and Solutions 2024 ISG Provider Lens™ Study'.
• Birlasoft identified as a ‘Product Challenger' in the
‘Insurance Services 2024 ISG Provider Lens™ Study'.
• Birlasoft recognized as ‘Product Challengers' in the
‘Supply chain Services 2024 ISG Provider Lens Study' -Brazil, Europe and U.S.
• Birlasoft recognized as a ‘Product Challenger' in ISG's Life Sciences Digital Services report.
• Birlasoft recognized as ‘Major Contender' in ‘Everest Group Open Banking IT Services PEAK Matrix Assessment 2024'.
• Birlasoft identified as ‘Innovator' in the Avasant High-Tech Industry Digital Services 2024-2025 RadarView™.
• Birlasoft recognized as a ‘Major Contender' in Everest's Capital Markets IT Services Peak Matrix Assessment 2024.
• Birlasoft recognized as a ‘Disruptor' in Avasant's
Multisourcing Service Integration 2023-2024 Radarview™ report.
• Birlasoft identified as ‘Disruptor' in the Avasant Life Sciences Digital Services 2025 RadarView™.
• Birlasoft identified as a ‘Disruptor' in the ‘Avasant Hybrid Enterprise Cloud Services 2024-2025 RadarView' Report.
• Birlasoft recognized as a ‘Disruptor' in Avasant's
Manufacturing Digital Services 2024 Radarview™ report.
Particulars of Employees, Directors and Key Managerial Personnel
The ratio of remuneration of each Director to the median employee's remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as “Annexure 3".
In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said Rules are required in the Board's Report as an addendum thereto. However, in terms of provisions of the first proviso to Section 136(1) of the Act, this Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection and any Member interested in obtaining such information may write to the Company Secretary for the same.
Employees Stock Option Plans (“ESOPs”)
The information pursuant to the provisions of the Act and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, relating to ESOPs of the Company, is annexed to this
Report as “Annexure 4" and has been uploaded on the website of the Company and can be accessed through web link https:// www.birlasoft.com/company/investors/policies-reports-filings.
Certificate from Dr. K. R. Chandratre, Practising Company Secretary (FCS No.: 1370 and CP No.: 5144), the Secretarial Auditor of the Company, confirming that the schemes have been implemented in accordance with the said SEBI Regulations, would be placed at the ensuing AGM of the Company for inspection by the Members.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on prevention and prohibition of sexual harassment at workplace (“POSH Policy"). The Company has also put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders. This process ensures complete anonymity and confidentiality of information. An Internal Committee (“the IC") has been constituted to investigate and resolve all sexual harassment complaints reported to this Committee.
During the year under review, six 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
|
6
|
|
Number of cases pending at the end of the financial year
|
Nil
|
|
Details of workshops or awareness programs against sexual harassment carried out
|
• The IC was reconstituted and is also represented by a Lawyer through an external POSH partner.
|
| |
• Three training sessions were conducted for the IC members. Two sessions by the External Partner and one by a legal firm.
|
| |
• All new joiners are provided POSH orientation and mandatory formal training sessions through e-learning modules.
|
| |
• All existing employees are required to undergo mandatory refresher training through e-learning modules.
|
| |
• Regular (quarterly) POSH awareness mailers and complaint mechanism is shared with all employees over email.
|
|
Nature of action taken by the
|
Conciliation - 2 cases
|
|
employer or district officer
|
Warning Letter and Promotion & Increment withholding: 1 case
Warning Letter: 1 case
Termination: 2 cases
|
Policy on Directors’ appointment and remuneration
Pursuant to the provisions of Section 134(3)(c) of the Act, the policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is annexed to this Report as “Annexure 5". This Nomination and Remuneration Policy as approved by the Board is available on the Company's website and can be accessed through the web link https://www.birlasoft.com/company/investors/ policies-reports-filings.
Particulars of loans, guarantees or investments
The details of loans, guarantees and investments, if any, which are covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.
Related Party Transactions
The Company has adequate procedures for identification and monitoring of related party transactions. All the transactions entered into with the related parties during the financial year were at arm's length basis and in the ordinary course of business. The related party transactions are placed before the Audit Committee on a quarterly basis for their approval/noting, as the case may be.
For details on related party transactions, Members may refer to the notes to the financial statements. The Policy on Related Party Transactions as approved by the Board is available on the Company's website and can be accessed through the web link https://www.birlasoft.com/company/ investors/policies-reports-filings.
Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this Report as “Annexure 6".
Material changes and commitments
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate, and the date of this Report.
Enterprise Risk Management Policy
The Board has constituted a Risk Management Committee (the “RMC") to review the risk management plan/process of the Company. The RMC assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall Business Risk Management Framework.
The Company has an Enterprise Risk Management Policy which has been approved by the Board. This Policy acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization. The Board monitors and reviews periodically the implementation of various aspects of the Enterprise Risk Management Policy through the RMC.
A write-up on ‘Enterprise Risk Management' forms part of this Annual Report.
There are no risks identified by the Board which may threaten the existence of the Company.
Internal Control Systems and Adequacy of Internal Financial Controls
The Company has put in place adequate internal financial control procedures and has identified and documented all key financial controls, which impact the financial statements as part of its Standard Operating Procedures. The financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and also independently by the Internal Auditor. Where weaknesses are
identified as a result of such reviews, new procedures are put in place to strengthen controls, and these are in turn reviewed at regular intervals.
Based on the review, it has been determined that the Internal Control over Financial Reporting as at March 31, 2025, requires further strengthening with regard to maintenance of adequate documentation to support the operating effectiveness of controls relating to timely recording of time incurred by employees and sub-contractors on time-and-material revenue contracts, which could potentially result in the Company recognizing revenue on such contracts, which is not in agreement with the accounting policies for revenue recognition. Statutory Auditors have considered this a material weakness in determining the nature, timing and extent of audit tests applied in their audit of annual financial statements of the Company for the year ended March 31, 2025, but it does not affect their opinion on the annual financial statements of the Company. The Statutory Auditors have expressed an unqualified opinion on the Company's financial statements.
The management's response to the same is as follows:
The Board and management have taken note of the aforesaid and endeavour to make internal control systems more stringent. Effective steps are being taken in this regard. The Statutory Auditor's report does not contain any other qualifications, reservations, adverse remarks or disclaimers.
Audit Committee
The Board has a duly constituted Audit Committee in line with the provisions of the Act and the SEBI (LODR) Regulations, 2015. The primary objective of the Committee is to monitor and provide effective supervision of the management's 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.
Corporate Social Responsibility (“CSR”)
The details of the initiatives taken by the Company during the year on CSR, in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 & the amendments thereto, along with information about CSR Committee of the Board, is annexed to this Report as “Annexure 7".
The CSR Policy of the Company is available on the website of the Company and can be accessed through the web link https:// www.birlasoft.com/company/investors/policies-reports-filings.
Annual Evaluation of the Board, its Committees and Individual Directors
A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for the financial year 2024-25. The performance evaluation was done individually using structured questionnaires, covering composition of Board, receipt of regular inputs and information, functioning, performance and structure of Board Committees, skill set, knowledge and expertise of Directors, attendance at Board/Committee meetings, preparation and contribution at Board/Committee meetings, leadership, etc. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board, excluding the Director being evaluated. List of Key Skills/Expertise/Competencies of the Board is provided in the Corporate Governance Report.
The performance evaluation of Non-Independent Directors, the Chairman and the Board was done by the Independent Directors.
Establishment of Vigil Mechanism
The Company has a Whistle Blower Policy covering vigil mechanism as per Regulation 22 of the SEBI (LODR) Regulations, 2015, for the Directors and employees to report their genuine concerns. The details of the same are explained in the Corporate Governance Report. The Whistle Blower Policy can be accessed on the Company's website at https://www.birlasoft. com/company/investors/policies-reports-filings.
Annual Return
Pursuant to Sections 134(3)(a) and 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 can be accessed on the Company's website at https://www.birlasoft.com/company/ investors/policies-reports-filings#annual-return.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as “Annexure 8" to this Report.
Directors’ Responsibility Statement
The Directors, to the best of their knowledge and belief and according to the information and explanations obtained, and pursuant to Section 134(3)(c) and Section 134(5) of the Act, confirm that:
i) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;
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, 2025 and of the profit of the Company for the year ended March 31, 2025;
iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; read with the observation appearing in “Internal Control Systems and Adequacy of Internal Financial Controls";
iv) they have prepared the annual financial statements on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, read with the observation appearing in “Internal Control Systems and Adequacy of Internal Financial Controls"; and
vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CEO & CFO Certification
As required by Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the CEO and CFO certificate, for the year under review was placed before the Board at its meeting held on May 28, 2025.
A copy of such certificate forms a part of the Corporate Governance Report.
Secretarial Standards issued by the Institute of Company Secretaries of India
The Company complies with all applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.
Listing with Stock Exchanges
The equity shares of the Company continue to be listed on the National Stock Exchange of India Limited and BSE Limited. The Annual Listing Fee for the financial year 2025-26 has been paid to these exchanges.
Directors & Officers Insurance Policy
The Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved by the Board. The policy complies with the requirement of Regulation 25(10) of the SEBI (LODR) Regulations, 2015.
Other Statutory Disclosures
The Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:
- Details relating to Deposits covered under Chapter V of the Act;
- Issue of sweat equity shares or equity shares with differential rights as to dividend, voting or otherwise;
- Raising of funds through preferential allotment or qualified institutions placement;
- Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees;
- Significant or material order passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future;
- Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;
- Instance of one-time settlement with any financial Institution; and
- Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act.
Acknowledgments
The Directors sincerely appreciate the trust placed in Birlasoft's professional integrity by our valued investors and customers.
The Directors extend their gratitude to all business partners and bankers for their unwavering support. Additionally, the Directors place on record their appreciation to the invaluable contributions of employees at all levels, whose diligence, unity, cooperation, and support have been instrumental in the Company's sustained growth.
The Directors extend their profound gratitude to the governments of the various countries where the Company operates. Furthermore, the Directors express their sincere appreciation to the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of
Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Indirect Taxes Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, and the Software Development Centres (SDCs)/ Special Economic Zones (SEZs)/Domestic Tariff Area (DTA) in Pune, Noida, Mumbai, Navi Mumbai, Chennai, Coimbatore, Bengaluru, Hyderabad, and other governmental agencies. The Directors anticipate their continued patronage in the future.
The Board remains committed to fostering strong relationships and advancing mutual growth and success.
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