The Directors are pleased to present the 35^th 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, 2026.

Summary of Financial Performance

The financial performance of Birlasoft Limited (“Birlasoft" or “the Company") for the financial year ended March 31, 2026, is summarised below:

Business Performance

The year under review was characterised by heightened global economic uncertainty, geopolitical tensions, supply chain disruptions, inflationary pressures and cautious enterprise spending. The Company's performance during the year reflects the impact of this subdued demand environment.

On a consolidated basis, revenue for the year under review (FY'26) stood at ' 53,100 million, compared to ' 53,752 million in the previous year (FY'25). Earnings before interest, tax, depreciation and amortisation (“EBITDA") increased to ' 8,660 million from ' 6,974 million in the previous year, registering a growth of 24.2%. Consequently, the EBITDA margin expanded to 16.3% from 13.0% in the previous year. This improvement was driven by enhanced operational efficiencies, a favourable revenue mix, currency tailwinds and certain one-off items.

As a result, net profit after tax (“PAT") increased marginally to ' 5,184 million from ' 5,168 million in the previous year, translating into basic earnings per share of ' 18.54 for FY'26. The PAT for FY'26 reflects the combined impact of changes in Labour Code and a provision made towards incremental US federal tax during the year. These one-time impacts were

limited to FY'26. The effective tax rate (“ETR"), which witnessed an increase during the year under review, is expected to settle closer to the Company's historical ETR levels starting FY'27.

On a standalone basis, revenue from operations increased by 6.2% to ' 28,220 million in FY'26 from ' 26,579 million in FY'25. Net Profit after tax stood at ' 3,016 million, reflecting a growth of 1% over ' 2,985 million in the previous year.

The Company secured deals with a Total Contract Value (“TCV") of $658 million during FY'26, including a significant contribution of $410 million in the second half of the financial year. Across several new deals and ongoing engagements, Birlasoft continues to deploy its Al-powered solutions, including its proprietary Cogito platform.

The Company maintained strong cashflow generation during the year and ended FY'26 with cash and cash equivalents of ' 26,373 million, representing a year-on-year increase of 19%.

During the year under review, the Company continued to invest in its people, its leadership team and in strengthening its AI-led capabilities and domain expertise. These investments include an expansion of the Company's sales team, a focus area that is expected to continue in the next financial year as well.

The Management Discussion & Analysis covering the Company's business, industry outlook and operational performance forms part of this Annual Report and is presented separately.

Dividend

During the year under review, the Company recommended and declared dividend as set out below:

*Recommended by the Board of Directors at its meeting held on May 6, 2026. 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 FY 2025-26, if approved by the Members at the AGM, is Friday, July 10, 2026.

Pursuant to the provisions of the Income-tax Act, 2025, 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 to “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 1,629,095 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, 2026, is ' 559,012,576/-, consisting of 279,506,288 equity shares of ' 2/- each.

Transfer to General Reserve

During the year under review, the Company has not transferred any amount to the General Reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2026, please refer to the ‘Statement of Changes in Equity' included in the standalone and consolidated financial statements which form part of this Annual Report.

Credit Rating

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

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 at an average of 4.50 on a scale of 1 to 5, with 5 being the highest. This further strengthens our resolve to make societies more productive by helping customers run businesses more 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.

Birlasoft continued to maintain a mature Information Security Management System (“ISMS") and Privacy Information Management System (“PIMS") to support its hybrid workforce, enabling a secure and seamless user experience while strengthening security at the edge. In response to the evolving global threat landscape, the Company remained vigilant and continued to invest in modern security technologies, strengthened governance processes, and increased the adoption of automation to proactively address new and emerging threats. The Company continues to maintain certification against the latest Information Security Management System standard, ISO 27001:2022, and the Privacy Information Management System standard, ISO 27701:2019. In addition, in accordance with SSAE 18 SOC 2 Type II criteria, Birlasoft's service commitments and system requirements were achieved and independently validated through an external attestation body. Birlasoft also periodically assesses the maturity of its cybersecurity program in alignment with the NIST Cybersecurity Framework (“NIST CSF"), with continued focus on driving ongoing and continual improvement.

Data Privacy

Birlasoft has strengthened its governance framework through the oversight of the Data Protection Officer and Chief Information Security Officer, reinforcing enterprisewide accountability for privacy and security, while achieving alignment with the Digital Personal Data Protection Act, 2023 (“DPDPA"), the General Data Protection Regulation (“GDPR"), and other applicable global privacy regulations through structured policies that embed the principles of lawful processing, purpose limitation and data minimisation.

The organisation advanced its DPDPA readiness through a comprehensive gap assessment and implementation roadmap, supported by enhanced consent management and compliance controls. It also operationalised data subject rights workflows and strengthened data lifecycle management, including retention, secure deletion and disposal aligned with legal requirements.

Compliance governance was further enhanced through data protection impact assessments, maintenance of records of processing activities, periodic audits, dashboards, and strengthened third-party risk management, including legacy vendor assessments. Additionally, breach readiness and organisational awareness were elevated through improved response capabilities, regulatory-aligned notification processes and enterprise-wide training programs.

Productivity

The Company is committed to productivity improvements to create a future abundant with a wealth of knowledge. Multiple initiatives, such as Knowledge Management, bRight, UREKA and Value IN Customer's Interest (“VINCI") enable the Company to harness and mobilise latent knowledge across the organisation.

bRight is an initiative that has been introduced to share best practices, celebrate the accounts with exemplary performance, cross-account learning opportunities through eight different themes, driving a culture of continuous improvement across the organisation.

Institutional Shareholding

As on March 31, 2026, the total Institutional Shareholding in the Company was 36.99% of the total paid-up equity share capital.

Subsidiaries, Associates and Joint Venture Companies

As on March 31, 2026, 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 FY 2025-26, the Company had no Associate or Joint Venture company.

Board of Directors, its Committees and Meetings thereof

The Company's Board comprises an optimum 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 the following five Committees:

• Audit Committee;

• Stakeholders Relationship Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee; and

• Risk Management Committee.

The Board meets at least 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 NonIndependent Directors and the Board as a whole.

During the year, seven Board meetings were held on May 28, 2025, July 23, 2025, August 7, 2025, September 27, 2025, November 6, 2025, January 28, 2026 and March 30, 2026. 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 part of this Annual Report.

Directors and Key Managerial Personnel (“KMP”)

There were no changes in the composition of the Board of Directors during the financial year.

Angan Guha (DIN: 09791436) was re-appointed as Chief Executive Officer and Managing Director of the Company, for a further period of two years w.e.f. December 1, 2025, by the Members of the Company on November 27, 2025, through postal ballot.

In accordance with Section 152 of the Act, CK Birla (DIN: 00118473), Non-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 and the Board recommend 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 CK Birla are provided in this Annual Report.

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

Kamini Shah resigned as the Chief Financial Officer and a KMP of the Company effective end of business hours on August 7, 2025.

Your Directors place on record their appreciation for the valuable contribution made by Kamini Shah during her tenure with the Company.

Chandrasekar Thyagarajan was appointed as the Chief Financial Officer and a KMP of the Company, effective August 8, 2025, pursuant to the recommendation of Nomination and Remuneration Committee and approval of the Audit Committee and Board of Directors of the Company.

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

Independence of the Board

The Board comprises an 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 above-named 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 five (5) 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 details are required to be disclosed under Section 134(3)(ca) of the Act.

Further, in terms of Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, the Statutory Auditors of the Company are subjected to the Peer Review process of the Institute of Chartered Accountants of India; 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 Regulation 24A of the SEBI (LODR) Regulations, 2015, Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the appointment of Dr. K. R. Chandratre, Practising Company Secretary

(FCS No.: 1370 and CP No.: 5144), as the Secretarial Auditor of the Company, for a period of five (5) consecutive financial years commencing from April 1, 2025, till March 31, 2030, was approved by the Members of the Company in the AGM held on August 6, 2025, based on the recommendation of the Audit Committee and the Board of Directors.

The Report of the Secretarial Auditor for the financial year ended March 31, 2026, is annexed as “Annexure 2”. It does not contain any qualification, reservation or adverse remark.

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

- Internal Auditor

The Internal Auditor and the Head of Internal Audit function within the Company report functionally to the Audit Committee of the Board, which reviews and approves the 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. The 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, 2026, 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, the Corporate Governance Report for the year ended March 31, 2026, 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 recognised as a Great Place to Work® for the fifth consecutive year.

• Birlasoft is one of India's Top 50 Best Workplaces™ in IT & IT-BPM 2025.

• Birlasoft recognized at the 8^th Annual BW Best CFO Awards 2025 in the category of Excellence in Treasury and Cash Management.

• Birlasoft's Chief Technology Officer Ganesan Karuppanaicker recognized among HR Association of India's Tech Pioneers: CTOs Building the Future of Technology list.

• Birlasoft ranked among the Top 10 Investor Relations Professionals in the Technology - IT Services & Software category in the Extel (formerly Institutional Investor Research) 2025 Asia Executive Team Rankings. Additionally, Birlasoft was recognized among the Top 3 in the Rest of Asia (ex-Mainland China) segment.

Business

• Birlasoft's BFSI teams won two of the top three awards at the Synchrony CodeQuest Hackathon 2025, reinforcing its commitment to AI-driven innovation.

• Three of Birlasoft's leaders - Anubhav Sharma, Program Manager; Karthikeya Shastry, Program Director; and Sarvesh S., Associate Practice Director, were featured in India's Top 100 Great People Managers™ 2025, a testament to the Company's strong leadership and people-centric culture.

Human Resources

• Birlasoft honoured with the Gold award at the Brandon Hall HCM Excellence Awards 2025 in the category of Best Competencies and Development for the flagship PMAspire programs.

• Birlasoft received the Coursera Talent Transformation Award at Coursera Connect 2025 for its learning-led approach to building a future-ready workforce.

• Birlasoft won Gold award at the People Matters Leadership, Learning & Culture Awards 2025 in the Learning Culture Transformation category.

• Birlasoft's talent transformation platform, SkillFolio, honored as the Winner in the ‘Technology at Workplace' Category at the FICCI National HR Innovation Awards 2025.

• Deeraj Malhotra, Vice President - Human Resources, and Sarika Arora, Global Head - DEI, were recognised with the Women Achievers Award 2026 by the HR Association of India.

CSR

• Birlasoft wins SkillWiz Award at Karma Awards 2025 for Project Disha and e-Vidya.

Diversity, Equity & Inclusion (“DEI”)

• Birlasoft ranked 40^th in the DEI 100 - India's first Diversity, Equity and Inclusion Index, reflecting its progress in advancing inclusion.

• Sarika Arora, Global Head - DEI at Birlasoft named among HR Association of India's DE&I Leaders Defining the Landscape list.

ESG

• Birlasoft honored with the Sustainable Initiative of

the Year award at the 5^th Sustainability Summit, recognising its continued commitment to environmental and social responsibility.

• Birlasoft recognised as India's Leading Listed ESG

Entity by Dun & Bradstreet in D&B's ESG Champions of India.

Analyst recognitions

• Birlasoft recognised as ‘Leader' in SAP Ecosystem

2026 ISG Provider Lens® Study - U.S.

• Birlasoft positioned in ‘Horizon 1' in HFS Horizons: Agentic Services, 2026.

• Birlasoft positioned in ‘Horizon 2' in HFS Horizons: Next-Gen IT Infrastructure Services, 2026.

• Birlasoft recognised as ‘Product Challenger' in Global Capability Center (GCC) Services 2026 ISG Provider Lens® Study - Global.

• Birlasoft recognised as ‘Product Challenger' in

ServiceNow Ecosystem 2026 ISG Provider Lens® Study.

• Birlasoft recognised as ‘ Product Challenger' in Salesforce Ecosystem Partners 2026 ISG Provider Lens® Study -Brazil, Germany, U.K., U.S.

• Birlasoft recognised as ‘Product Challenger' in

Databricks Ecosystem Partners 2026 ISG Provider Lens® Study - Global.

• Birlasoft recognised as ‘Product Challenger' in

Procurement Services 2026 ISG Provider Lens® Study -Global.

• Birlasoft recognised as ‘Disruptor' in Hybrid Enterprise Cloud Services 2025 - 26 RadarView™ study by Avasant.

• Birlasoft recognised as ‘Disruptor' in End-user Computing Services 2025 - 26 RadarView™ study by Avasant.

• Birlasoft recognised as ‘Disruptor' in Life Sciences Digital Services 2026 RadarView™ study by Avasant.

• Birlasoft recognised as ‘Star Performer' and ‘Major Contender' in Everest Group's Banking IT Services PEAK Matrix® Assessment 2025.

• Birlasoft recognised as ‘Major Contender' in Everest Group's Payments IT Services PEAK Matrix® Assessment 2025.

• Birlasoft recognised as ‘Leader' in Manufacturing Industry Services and Solutions 2025 - Mid - Tier and Specialist IT Firms ISG Provider Lens® Study - Global.

• Birlasoft recognised as ‘Leader' in Oil and Gas Industry 2025 ISG Provider Lens® Study - Americas.

• Birlasoft recognised as ‘Product Challenger' and ‘Market Challenger' in Medical Device Digital Services 2025 ISG Provider Lens™ Study.

• Birlasoft positioned in ‘Horizon 2' in HFS Horizons: Legacy Application Modernization Services, 2025.

• Birlasoft positioned in ‘Horizon 2' in HFS Horizons: Life Sciences Services Providers, 2025.

• Birlasoft recognised as ‘Disruptor' in Digital Workplace Services 2025-26 RadarView™ by Avasant.

• Birlasoft recognised as ‘Leader' in Generative AI Services 2025 ISG Provider Lens® Study - Global.

• Birlasoft recognised as ‘Leader' in AI-driven ADM Services 2025 ISG Provider Lens™ Study.

• Birlasoft recognised as ‘Product Challenger' in Agentic AI Services 2025 ISG Provider Lens® Study - Global.

• Birlasoft recognised as ‘Product Challenger' in Supply Chain Services 2025 ISG Provider Lens™ Study - Brazil, Global.

• Birlasoft recognised as ‘Product Challenger' in AWS Ecosystem Partner 2025 ISG Provider Lens™ Study.

• Birlasoft recognised as ‘Major Contender' in Everest Group's Cloud Services for Mid-Market Enterprises PEAK Matrix® Assessment 2025.

• Birlasoft recognised as ‘Disruptor' in Avasant's Internet of Things Services 2025 RadarView™.

• Birlasoft recognised as ‘Disruptor' in Avasant's Financial Services Digital Services 2025 RadarView™.

• Birlasoft recognised as an ‘Innovator' in Avasant's

SAP SuccessFactors Services 2025 RadarView™.

• Birlasoft recognised as an ‘Innovator' in Avasant's

Manufacturing Digital Services 2025 RadarView™.

• Birlasoft recognised as ‘Product Challenger' in ISG's Automotive and Mobility Services and Solutions 2025 ISG Provider Lens™ Study.

• Birlasoft recognised as ‘Product Challenger' in ISG's Private/Hybrid Cloud - Data Center Services 2025 ISG Provider Lens™ Study.

• Birlasoft recognised as ‘Product Challenger' in ISG's Snowflake Ecosystem Partners - 2025 ISG Provider Lens™ Study.

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 Company grants performance linked share - based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with the Company objectives and promoting their increased participation in the growth of the Company.

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 (“IC") has been constituted to investigate and resolve all sexual harassment complaints reported to this Committee. During the year, two training sessions were conducted for IC Members by an external expert to enhance their understanding and responsibilities. New joiners receive Prevention of Sexual Harassment (“POSH") orientation and training through a dedicated e-learning module, ensuring a comprehensive introduction to policies of the Company. Additionally, all employees are mandated to complete annual online refresher training. Periodic communications are sent via email to enhance awareness of POSH, providing employees with clear and comprehensive information about the accessible complaint mechanism.

During the year under review, 1 complaint of sexual harassment was 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:

Disclosure of Maternity Benefit Compliance

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, for the year under review.

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

Details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Act are provided 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 on an 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 or 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 or 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 (“ERM 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 ERM Policy which has been approved by the Board. This Policy serves as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation. The Board monitors and reviews periodically the implementation of various aspects of the ERM 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, nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review.

Audit Committee

The Board has a duly constituted Audit Committee in line with the provisions of the Act and the SEBI (LODR) Regulations, 2015. The primary objective of the Committee is to monitor and provide effective supervision of the 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 six 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 and the amendments thereto, along with information about the 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 FY 2025-26. The performance evaluation was done individually using structured questionnaires, covering the 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, 2026, 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, 2026 and of the profit of the Company for the year ended March 31, 2026;

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

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

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

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

CEO and 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 6, 2026.

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

Secretarial Standards issued by the Institute of Company Secretaries of India

The Company complies with the 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 FY 2026-27 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.

Investor Education and Protection Fund (“IEPF”)

The details pertaining to the transfer of unclaimed dividend amount and shares to the IEPF have been provided in the Corporate Governance Report, which forms part of this Annual Report.

Sneha Padve, Company Secretary is the Nodal Officer of the Company, appointed pursuant to Rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of which are available on the website of the Company at https://www. birlasoft.com/company/investors/policies-reports-filings.

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;

- No buyback of Equity Shares during the year under review;

- 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.

Acknowledgements

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. The Directors also place on record their appreciation for 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.