BIRLASOFT LIMITED — Capital/Financing Update 2019

Aug 12, 2019

Cr CK BIRLA GROUP hirlasoft

August 12, 2019

BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400001.

Scrip ID: BSOFT Scrip Code: 532400

Kind Attn: The Manager, Department of Corporate Services

National Stock Exchange of India Ltd., Exchange Plaza, C/1, G Block, Bandra - Kuria Complex, Bandra (E), Mumbai - 400051.

Symbol: BSOFT Series: EQ

Kind Attn: The Manager, Listing Department

Sub.: Outcome of the Board Meeting held on Monday, August 12, 2019

Time of Commencement of the Board Meeting	: 10:00 a.m.
Time of Conclusion of the Board Meeting	: 10:45 a.m.

Dear Sir / Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), we hereby wish to inform you that the Board of Directors of the Company at their meeting held today, i.e. August 12, 2019, inter-olio, considered and approved:

1. The Birlasoft Share Incentive Plan - 2019 ("Plan"), pursuant to Section 62 and other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI SBEB Regulations"), subject to the approval of the shareholders of the Company. The Company will be seeking approval of the shareholders for the Plan through the Postal Ballot process. Brief details of the Plan are set out in 'Annexure A' enclosed herewith. Relevant disclosures relating to the Plan as required under the SEBI SBEB Regulations shall be made in the explanatory statement to the postal ballot notice.

You are requested take the above information and documents on your record.

Thanking you. co

Yours Sincerely,

For Birlasoft Limited (Formerly KPIT Technologies Limited)

asitu-C

Sneha Padve Company Secretary Et Compliance Officer

Encl.: as above

E 1 tit cr 1

BlrCason Limited

(Formesly KPIT Technologies Limited) Registered Office: 35 d 36. Rajiv Gandhi Infotech Park. Phase - I, MIDC. Hinjavradi:Pune (Xi HI 411057, India Tel: +91 20 6652 5000 1 Fax +91 20 6652 5001 1 contactusfthlaSoft.com 1 www.blrlasoli.com CIN. L72200PN1990PLC059594

CK BIRLA CROUP birlasoft

ANNEXURE A

Brief details of the Plan

Plan	This Plan provides alternatives to the Company to grant incentives toeligible employees (as selected by the Nomination and Remuneration/Committee)stockCommitteeCompensationemployeesasoptions/restricted stock units and subject to applicable law andterms and conditions of Plan, the eligible employees shall be entitledto receive equity shares upon fulfilment of those conditions as isthedeterminedbyNominationRemunerationandCommittee/Compensation Committee.
	Thus, the incentives are intended to reward the eligible employeesfor their performance and to motivate them to contribute to thegrowth and profitability of the Company. The objectives of the Planare:
	1. create a sense of ownership and participation amongst theemployees;thewithreward2. motivateincentivesemployeesandopportunities;3. drive entrepreneurship mindset of value creation for theorganization;4. provide means to enable the Company to attract and retaintalent in the employmentoftheappropriatehumanCompany; and5. achieve sustained growth of the Company and the creation ofshareholder value by aligning the interests of the Employeeswith the long-term interests of the Company.
Eligibility	Following classes of employees, shall be eligible to participate in thePlan: (i) A permanent employee of the Company, working in India oroutside India; (ii) Directors of the Company whether whole time ornot but excluding an Independent Director; or an employee asdefined in (i) or (ii) above of a holding company and subsidiarycompanies, if any, in India or outside India. An employee who is apromoter or a person belonging to the promoter Group or a directorwho either himself/herself or through his relative or through anybodycorporate, directly or indirectly, holds more than 10% (ten percent)of the outstanding equity shares of the Company shall not be eligibleto participate in the Plan. The eligibility of an employee shall bedetermined by the Nomination and Remuneration Committee as perthe eligibility criteria as may be determined by the Board/Nomination and Remuneration Committee.

Birtasoft Limited

(Formesly KP1T Technologies unshed) Registered Office: 35 Er 36. Rally Gandhi Infotech Park. Phase - I. MIOC. Hinjawadl. Pune (MH) 411057, India Tel: +91 20 6652 5000 1Fax .91 20 6652 5001 1 contactusgbirlasolt com I vnvw.birlasolt.com ON 1.72200PNI990PLC059594

Cr CK BIRLA GROUP birlasoft

ofBriefdetailstobeAwardsofgranted/numbershares covered by thetheAwardsunderPlan	Under the Plan, the eligible employees shall be granted employee/restrictedoptions("ESOP's")units("RSUs")stockstock(collectively referred to as "Awards") which will be exercisable intoequity shares of INR 2/- each of the Company (the "Equity Shares").The maximum number of Equity Shares to be issued and allottedunder the Plan shalt be limited to 1,23,62,500 (One crore twentythree lakh sixty- two thousand and five hundred) equity shares of theCompany representing 4.5% of the current paid-up equity shares ofthe Company.
periodVestingandexercise period of theAwards	The Awards would vest not earlier than one year or such time periodas may be prescribed under the applicable Law including but notlimited to SEBI (SBEB) Regulations. The vesting schedule (i.e. exactproportion in which and the exact period over which the Awardswouldvest)wouldbethedeterminedNominationbyandRemuneration Committee. The Awards granted under the Plan mayvest in one or more tranches. Exercise period would commence fromthe vesting date and would expire not later than four years from thedate of vesting of Awards or such other period as may be decided bythe Nomination and Remuneration Committee.
Exercise price	Subject to SEBI SBEB Regulations and other applicable laws, if any,1. the exercise price for ESOP's shall be equivalent to theprevailing market price of the shares provided that theNomination and Remuneration Committee may, in its solediscretion, discount the exercise price by up to 20% (twentyper cent) of the market price (latest closing price on theIndian Recognized Exchange having higher trading volume onwhich the equity shares of the company are listed on the dateimmediately prior to the grant date), as it may deemappropriate in conformity with the applicable accountingpolicies, if any, provided that the exercise price shall not beless than the face value of the shares;2. the exercise price for RSUstheshall be decided byNomination and Remuneration Committee as it may deem
	appropriate in conformity with the applicable accountingpolicies, if any and in no circumstances, the exercise priceshall be not be less than the face value of the shares of theCompany.
ofImplementationthe Plan	The Plan shall be directly implemented and administered by theCompany through the Nomination and Remuneration Committee ofthe Company.

Bides°It Limited

(Formerly KPIT Technologies Limited) Registered Office: 356 36. RaJiv Gandhi Infotech Park. Phase I. WM. HinJawadi. Pune NH) 411057. India Tel. 491 20 6652 5000 1 Fax 491 20 6652 50011contaclusrlbirlasoftcom 1 www.blrlasoft.com CIN 1.72200PN1990131.0059594

CK BIRLA GROUP birlasoft

Valuation	The Company shall use the fair value method or such valuation
	method as may be prescribed from time to time in accordance withapplicable laws for valuation of the Awards granted to calculate theemployee compensation cost.

litIrtasoft Limited

(Formerly KPIT Technologies C fmited) Registered Office: 356 36. Rally Gandhi infotech Park, Phase I. Hinjawadl. Pune (MH) 411057. India Tel: +91 20 6652 5000 1 Fax +9120 6652 5001 1contactusObirlasoft corn 1 wymblrlasolt.com CIN 1.722COON1990PtC0S9594