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Birlasoft Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2018

Auditor and Management Disclosures and Notes for the quarterly results dated 31 Dec 2018

1. The above unaudited standalone financial results have been reviewed by the Audit Committee and thereafter approved and taken on record by the Board of Directors in their respective meetings held on January 15, 2019. These unaudited standalone financial results have been prepared in accordance with the Indian Accounting Standards ("Ind-AS") as specified under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and provisions of the Companies Act, 2013.

2. The Statutory Auditors of the Company have conducted a limited review of the above standalone financial results of the Company for the quarter and nine months ended December 31, 2018. An unqualified opinion has been issued by them thereon.

3. Where financial results contain both consolidated financial results and standalone financial results of the parent, segment Information is required to be presented only in the consolidated financial result. Accordingly, segment information has been presented in the consolidated financial results.

4. The Board of Directors of the Company at its meeting held on January 29, 2018 had approved composite scheme ("Scheme") for (a) amalgamation of Birlasoft (India) limited ("Birlasoft") with the Company ("Proposed Merger") to be renamed as Birlasoft Limited; and (b) demerger of the engineering business of the Company into KPIT Engineering Limited ("KEL"), a wholly owned subsidiary of the Company, ("Proposed Demerger"), to be renamed as KPIT Technologies Limited, In terms of the Scheme and an implementation agreement, and other agreements that are executed between the Company, Birlasoft and other parties. Further, the said scheme was duly approved by National Company Law Tribunal, Mumbai Bench on November 29, 2018 and received on December 18, 2018. The Board of Directors have taken on record the same today with an effective date of January 15, 2019. In line with the order and other conditions precedent in the Scheme, the Group has presented the Engineering business as "Discontinuing Operations" in accordance with Ind AS 105 and accordingly, re-classified the financial results for the various periods presented.

During the nine months ended on December 31, 2018, the Company has incurred expenditure of Rs. 275.61 million (Previous year @ 163.19 million) towards enabling the execution of this transaction.

Brief details of discontinuing operations are given as under: (For Table, kindly refer Corporate Announcements on www.bseindia.com.)

5. **If the Company had considered Engineering business also as Continuing operations in the financial results of the combined entity comparable to previous quarters disclosures, the key numbers would be as under: (For Table, kindly refer Corporate Announcements on www.bseindia.com.)

6. Pursuant to the said Composite Scheme being in effect following are the changes in Directors & Key Management Personnel:

a) Ms. Amita Birla has been appointed as Additional Director in KPIT Technologies Limited (to be renamed as Birlasoft Limited) w.e.f. January 15, 2019, subject to necessary statutory approvals. She has been appointed as Chairman of the Board w.e.f. January 16, 2019.

b) Mr. C.K. Birla has been appointed as Additional Director In KPIT Technologies Limited (to be renamed as Birlasoft Limited) w.e.f. January 15, 2019, subject to necessary statutory approvals.

c) Mr. Anjan Lahiri - CEO of Birlasoft (India) Limited has been appointed as Managing Director & CEO and KMP in KPIT Technologies limited (to be renamed as Birlasoft Limited) w.e.f. January 15, 2019, subject to necessary statutory approvals.

d) Mr. Pawan Sharma has been appointed as Additional & Whole-time Director In KPIT Technologies Limited (to be renamed as Birlasoft Limited) w.e.f. January 15, 2019, subject to necessary statutory approvals.

e) Mr. Rajeev Gupta has been appointed as Chief Financial Officer & KMP in KPIT Technologies Limited (to be renamed as Birlasoft Limited) w.e.f. January 16, 2019.

f) Ms. Nandita Gurjar, Mr. Ashok Barat and Mr. Prasad Thrikutam have been appointed as Additional & Independent Directors in KPIT Technologies Limited (to be renamed as Birlasoft Limited) w.e.f. January 15, 2019.

g) Mr. Anant Talaulicar and Ms. Alka Bharucha, continue to remain as Independent Directors In KPIT Technologies Limited (to be renamed as Birlasoft Limited).

h) Mr. S. B. (Ravi) Pandit - Whole-time Director & Chairman, resigned from KPIT Technologies Limited (to be renamed as Birlasoft Limited) by end of January 15, 2019 & he has been appointed as a Whole-time Director & Group Chairman in KPIT Engineering Limited (to be renamed as KPIT Technologies Limited) w.e.f. January 16, 2019, subject to necessary statutory approvals.

i) Mr. Kishor Patil, CEO & Managing Director, resigned from KPIT Technologies Limited (to be renamed as Birlasoft Limited) by end of January 15, 2019 & he has been appointed as a Whole time Director & CEO & Managing Director in KPIT Engineering Limited (to be renamed as KPIT Technologies Limited) w.e.f. January 16, 2019, subject to necessary statutory approvals.

j) Mr. Sachin Tikekar, Whole-time Director resigned from KPIT Technologies Umlted (to be renamed as Birlasoft Limited) by end of January 15, 2019& he has been appointed as a Whole-time Director in KPIT Engineering Limited (to be renamed as KPIT Technologies Limited) w.e.f. January 16, 2019, subject to necessary statutory approvals.

k) Mr. Vinit Teredesai , Chief Financial Officer (CFO & KMP) resigned from KPIT Technologies Limited (to be renamed as Birlasoft Limited) by end of January 15, 2019 & he has been appointed as the Chief Financial Officer (CFO & KMP) in KPIT Engineering Limited (to be renamed as KPIT Technologies Limited) w.e.f. January 16, 2019.

l) Mr. Subbu Venkata Rama Behara - Non-Executive Director, Dr. Klaus Hermann Blickle - Non-Executive Director, Ms. Lila Poonawalte - Independent Director, Mr. Adi Engineer - Independent Director, Prof. Aiberto Sangiovanni Vincentelli - Independent Director, Mr. Nickhil Jakatdar - Independent Director have also resigned by end of January 15, 2019 from KPIT Technologies Limited (to be renamed as Birlasoft Limited).

m) Mr. Subbu Venkata Rama Behara - Non-Executive Director, Dr. Klaus Hermann Blickle - Non-Executive Director, Prof. Alberto Sangiovsnnl Vincentelli - Independent Director, Mr. Nickhil Jakatdar - Independent Director and Ms. Shubhalakshmi Panse, Independent Director, have been appointed on the Board of KPIT Engineering Limited (to be renamed as KPIT Technologies Ltd) w.e.f. January 16, 2019.

7. During the nine months ended on December 31, 2018, the company has formed wholly owned subsidiaries a) "KPIT Infosystems Ltd. (Uk)" on April 18, 2018 and b) "KPIT Technologies Limited GK, Japan" on April 2, 2018.

8. Effective April 1, 2018, the Company has adopted Ind-AS 115 (which replaces earlier revenue recognition standards) using the cumulative effect method (without practical expedients). The standard is applied retrospectively only to contracts that are not completed as at the date of initial application and the comparative information is not restated in the Consolidated financial results. The adoption of the standard did not have any material impact to the financial results of the Company.

9. Exceptional items for the nine months ended December 31, 2017 and the previous year ended March 31, 2018 represents gain on sale of Company's entire investment in Sankalp Semiconductors Private Limited included in discontinuing operations

10. Previous period's figures have been regrouped / reclassified wherever necessary to conform with the current period's classification / disclosure.

Kishor Patil
CEO & Managing Director